Rosetta Stone 2011 Annual Report Download - page 123

EXHIBIT INDEX
Index to exhibits
2.1(1) Stock Purchase Agreement dated as of January 4, 2006, by and among Fairfield & Sons, Ltd., Rosetta
Stone Inc., Rosetta Stone Holdings Inc., the Shareholders of Fairfield & Sons, Ltd., Tom Adams, and
Eugene Stoltzfus
3.1(1) Second Amended and Restated Certificate of Incorporation
3.2(1) Second Amended and Restated Bylaws
4.1(1) Specimen certificate evidencing shares of common stock
4.2(1) Subscription Agreement dated as of January 4, 2006, by and among Rosetta Stone Inc., ABS Capital
Partners IV, L.P., ABS Capital Partners IV A, L.P., ABS Capital Partners Offshore, L.P., ABS Capital
Partners Special Offshore, L.P., Norwest Equity Partners VIII, L.P., Madison Capital Funding LLC, and
Tom Adams
4.3(1) Registration Rights Agreement dated as of January 4, 2006 among Rosetta Stone Inc. and the Investor
Shareholders and other Shareholders listed on Exhibit A Thereto
10.1+(1) 2006 Incentive Option Plan
10.2+(1) 2009 Omnibus Incentive Plan
10.3+(1) Director Form of Option Award Agreement under the 2006 Plan
10.4+(1) Executive Form of Option Award Agreement under the 2006 Plan
10.5+(1) Standard Form of Option Award Agreement under the 2006 Plan
10.6+(1) Form of Option Award Agreement under the 2009 Plan
10.7(1) Form of Indemnification Agreement entered into with each director and executive officer
10.8+(1) Executive Employment Agreement between Rosetta Stone Ltd. and Tom Adams dated February 20, 2009
10.9(1) Lease Agreement dated as of February 26, 2006, by and between Premier Flex Condos, LLC and Fairfield
Language Technologies, Inc., as amended
10.10(1) Sublease Agreement dated as of October 6, 2008, by and between The Corporate Executive Board
Company and Rosetta Stone Ltd.
10.11(1) Software License Agreement by and between The Regents of the University of Colorado and Fairfield &
Sons, Ltd. dated as of December 22, 2006***
10.12+(1) Form of Restricted Stock Award under the 2009 Plan
10.13(1) Credit Agreement dated as of January 16, 2009 between Rosetta Stone Ltd. and Wells Fargo Bank N.A.
10.14+(1) Executive Employment Agreement between Rosetta Stone Ltd. and Michael Wu dated February 20, 2009
10.15+(2) Executive Employment Agreement between Rosetta Stone Ltd. and Stephen Swad effective as of
November 9, 2010
10.16+(3) Executive Employment Agreement between Rosetta Stone Ltd. and Helena Wong effective as of
January 25, 2011
10.17+(4) Executive Employment Agreement between Rosetta Stone Ltd. and Michael Fulkerson effective as of
May 31, 2011
10.18+ Executive Employment Agreement between Rosetta Stone Ltd. and Judy Verses effective as of October 5,
2011