Rosetta Stone 2014 Annual Report Download - page 108

17.  . The Option Shares may not be sold or otherwise disposed of in any manner that would
constitute a violation of any applicable federal or state securities laws. Optionee also agrees (a) that the Company may refuse to cause
the transfer of Option Shares to be registered on the applicable stock transfer records if such proposed transfer would in the opinion of
counsel satisfactory to the Company constitute a violation of any applicable securities law and (b) that the Company may give related
instructions to the transfer agent, if any, to stop registration of the transfer of the Option Shares.
18. . This Agreement shall, except as herein stated to the contrary, inure to the benefit of and
bind the legal representatives, successors and assigns of the parties hereto.
19. . This Agreement may be executed in one or more counterparts, each of which shall be an original for
all purposes but all of which taken together shall constitute but one and the same instrument.
20.  . The Option granted to Optionee under this Agreement shall not be transferable or
assignable by Optionee other than by will or the laws of descent and distribution, and shall be exercisable during Optionee’s lifetime
only by him.
21. . The words and phrases defined in this Section 21 shall have the respective meanings set forth below
throughout this Agreement, unless the context in which any such word or phrase appears reasonably requires a broader, narrower or
different meaning.
(a) “Change in Control” means (i) the liquidation, dissolution or winding-up of the Company, (ii) the sale,
license or lease of all or substantially all of the assets of the Company, or (iii) a share exchange, reorganization, recapitalization, or
merger or consolidation of the Company with or into any other corporation or corporations (or other form of business entity) or of any
other corporation or corporations (or other form of business entity) with or into the Company, but excluding any merger effected
exclusively for the purpose of changing the domicile of the Company; provided, however, that a Change in Control shall not include
any of the aforementioned transactions listed in clauses (i), (ii) and (iii) involving the Company or a Subsidiary Corporation in which
the holders of shares of the Company voting stock outstanding immediately prior to such transaction or any Affiliate of such holders
continue to hold at least a majority, by voting power, of the capital stock or, by a majority, based on fair market value as determined in
good faith by the Board, of the assets, in each case in substantially the same proportion, of (x) the surviving or resulting corporation (or
other form of business entity), (y) if the surviving or resulting corporation (or other form of business entity) is a wholly owned
subsidiary of another corporation (or other form of business entity) immediately following such transaction, the parent corporation (or
other form of business entity) of such surviving or resulting corporation (or other form of business entity) or (z) a successor entity
holding a majority of the assets of the Company. In addition, a Change in Control shall not include a bona fide, firm commitment
underwritten public offering of the Stock pursuant to a registration statement declared effective under the Securities Act of 1933, as
amended.