0001047469-08-010224 Sample Contracts

ROSETTA STONE INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 23rd, 2008 • Rosetta Stone Inc • Delaware

THIS AGREEMENT is entered into, effective as of «Date» by and between Rosetta Stone Inc., a Delaware corporation (the “Company”), and «Name» (“Indemnitee”).

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CREDIT AGREEMENT dated as of January 4, 2006 among ROSETTA STONE HOLDINGS INC. as a Borrower, THE OTHER PERSONS THAT JOIN THIS AGREEMENT AS A BORROWER FROM TIME TO TIME PURSUANT TO A BORROWER JOINDER AGREEMENT, as Borrowers THE FINANCIAL INSTITUTIONS...
Credit Agreement • September 23rd, 2008 • Rosetta Stone Inc • Illinois

Credit Agreement dated as of January 4, 2006 (as amended, restated or otherwise modified from time to time, this “Agreement”) among Rosetta Stone Holdings Inc., a Delaware corporation (“Holdings”), the other Persons that join this Agreement as a borrower pursuant to a Borrower Joinder Agreement and become party hereto from time to time (Holdings and such other Persons are referred to hereinafter each individually as a “Borrower” and collectively as the “Borrowers”), the financial institutions party hereto from time to time (together with their respective successors and assigns, “Lenders”) and Madison Capital Funding LLC (in its individual capacity, “Madison”), as Agent for all Lenders.

ROSETTA STONE INC. 2006 STOCK INCENTIVE PLAN
2006 Stock Incentive Plan • September 23rd, 2008 • Rosetta Stone Inc • Delaware

Rosetta Stone Inc., a Delaware corporation (the “Company”), sets forth herein the terms of its 2006 Stock Incentive Plan (the “Plan”) as follows:

Exhibit C Executive Form of Option Agreement
Nonqualified Stock Option Award Agreement • September 23rd, 2008 • Rosetta Stone Inc • Delaware

This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.

Exhibit D Director Form of Option Agreement
Nonqualified Stock Option Award Agreement • September 23rd, 2008 • Rosetta Stone Inc • Delaware

This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.

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