THE VERITAS CAPITAL FUND VI, L.P. 32nd Floor New York, New York 10019 August 29, 2020Empower Merger Sub Inc. • September 15th, 2020 • Services-prepackaged software • Delaware
Reference is made to that certain Agreement and Plan of Merger (as amended from time to time, the “Agreement”), dated as of the date hereof, by and among Cambium Holding Corp., a Delaware corporation (“Parent”), Empower Merger Sub Inc., a Delaware corporation (“Acquisition Sub”) and Rosetta Stone Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
Rosetta Stone Inc. Arlington, VA 22209Empower Merger Sub Inc. • September 15th, 2020 • Services-prepackaged software • Delaware
In connection with Cambium Holding Corp.’s (“you” or “your”) desire to explore a possible negotiated transaction (a “Transaction”) involving Rosetta Stone Inc. (“Rosetta Stone” and, collectively with its subsidiaries and controlled affiliates, the “Company,” “we” or “our”), the Company and you may make certain information available to the other party concerning the disclosing party and/or the disclosing party’s subsidiaries or affiliates. As a condition to the disclosing party furnishing any such information to the receiving party and its Representatives (as defined herein), the receiving party agrees to treat such information in accordance with the provisions of this letter agreement (this “Agreement”), and to take or refrain from taking the other actions hereinafter set forth.
LIMITED GUARANTEELimited Guarantee • September 15th, 2020 • Empower Merger Sub Inc. • Services-prepackaged software
This Limited Guarantee (this “Guarantee”) is made as of August 29, 2020, by The Veritas Capital Fund VI, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Rosetta Stone Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement (as defined below).
