SUBLEASE AGREEMENT BETWEEN THE CORPORATE EXECUTIVE BOARD COMPANY, a Delaware corporation (Sublessor) AND ROSETTA STONE LTD., a Virginia corporation (Subtenant) Waterview BuildingSublease Agreement • November 5th, 2008 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of the 6th day of October 2008, by and between (i) THE CORPORATE EXECUTIVE BOARD COMPANY, a Delaware corporation (“Sublessor”), and (ii) ROSETTA STONE LTD., a Virginia corporation (“Subtenant”).
STOCK PURCHASE AGREEMENT by and among FAIRFIELD & SONS, LTD., ROSETTA STONE INC., ROSETTA STONE HOLDINGS INC., the SHAREHOLDERS of FAIRFIELD & SONS, LTD., TOM ADAMS and, solely for purposes of Section 7.7, EUGENE STOLTZFUS as the Shareholders’...Stock Purchase Agreement • November 5th, 2008 • Rosetta Stone Inc • Services-prepackaged software • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 4, 2006, by and among Fairfield & Sons, Ltd., a Virginia corporation (the “Company”), Rosetta Stone Inc., a Delaware corporation (the “Parent”), Rosetta Stone Holdings lnc., a Delaware corporation (the “Buyer”), the holders of the Company’s Common Stock (each a “Shareholder” and together the “Shareholders”), Tom Adams and, solely for purposes of Section 7.7 hereof, Eugene Stoltzfus (the “Shareholders’ Representative”). The Shareholders, together with Tom Adams, are sometimes referred to individually as a “Seller” and collectively as the “Sellers” and together with the Company, as the “Seller Parties.” The Parent, the Buyer, the Company and the Seller Parties are sometimes referred to individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • November 5th, 2008 • Rosetta Stone Inc • Services-prepackaged software • Delaware
This Subscription Agreement (together with the Exhibits and Schedules hereto, this “Agreement”) is entered into as of January 4, 2006, by and among Rosetta Stone Inc., a Delaware corporation (“Parent”); ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV Offshore, L.P. and ABS Capital Partners IV Special Offshore, L.P. (each an “ABS Fund” and collectively, “ABS”); Norwest Equity Partners VIII, L.P. (“Norwest”); Madison Capital Funding LLC (“Madison”); and Tom Adams (“Adams” and, together with ABS, Norwest and Madison, individually, a “Purchaser” and collectively, the “Purchasers”).
LEASELease Agreement • November 5th, 2008 • Rosetta Stone Inc • Services-prepackaged software • Virginia
This Lease Agreement is made to be effective as of February 20, 2006, by and between PREMIER FLEX CONDOS, LLC, a Virginia limited liability company (“Landlord”), and Fairfield Language Technologies, Inc. (“Tenant”).
REGISTRATION RIGHTS AGREEMENT AMONG ROSETTA STONE INC. AND THE INVESTOR SHAREHOLDERS AND OTHER SHAREHOLDERS LISTED ON EXHIBIT A HERETO DATED January 4, 2006Registration Rights Agreement • November 5th, 2008 • Rosetta Stone Inc • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 4, 2006 by and among (i) Rosetta Stone Inc., a Delaware corporation (the “Company”), and (ii) the Persons listed on Exhibit A hereto (such Persons, together with any other Persons who shall be valid transferees of Registrable Securities (as hereinafter defined) and who execute a counterpart hereto pursuant to the provisions of, and subject to the restrictions and rights set forth in, this Agreement, are referred to herein collectively as the “Holders” and individually as a “Holder”).
