3,500,000 Shares ROSETTA STONE INC. COMMON STOCK, PAR VALUE $0.00005 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2013 • Rosetta Stone Inc • Services-prepackaged software • New York
Rosetta Stone Inc., a Delaware corporation (the “Company”), and those stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”), severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 3,500,000 shares of the Common Stock, par value $0.00005 per share of the Company (the “Firm Shares”), of which 10,000 shares are to be issued and sold by the Company and of which 3,490,000 are to be sold by the Selling Stockholders, each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto. The Company and the Selling Shareholders are hereinafter sometimes collectively referred to as the “Sellers.”
