Rosetta Stone 2014 Annual Report Download - page 202

unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.
The undersigned understands and agrees that, if he becomes a member of the Corporation’s board of directors, he has no right
or authority to speak on behalf of the Corporation or share any non-public information concerning the Corporation, its subsidiaries and
its and their officers, directors and employees and that he will keep confidential any information that he obtains about the Corporation,
its subsidiaries and its and their officers, directors and employees unless such information is already generally available to the public
other than as a result of a breach of this provision by the undersigned or his Affiliates or Associates or he is specifically authorized to
share any such information with any of the Osmium Parties or any other third parties by the Board of Directors of the Corporation.
The undersigned has listed on Exhibit C attached hereto all other directorships he has obtained through, or been nominated for
by, any Osmium Related Party.
The undersigned is aware that the Corporation and the Osmium Parties have executed that certain Nomination and Support
Agreement, and in accordance with Section 1(f) of that agreement, the undersigned has executed and delivered the Irrevocable
Resignation attached as Exhibit A to that agreement which the Company may exercise at any time upon the occurrence of any of the
events described in Section 1(f) of the Nomination and Support Agreement.
The undersigned has accurately and truthfully completed, executed and delivered the Company’s standard director and officer
questionnaire and will notify the Company promptly if any such information changes.
The undersigned hereby represents and agrees that he will comply with all of the Corporation’s corporate governance, conflict
of interest, confidentiality and stock trading policies and guidelines that are applicable to directors of the Corporation, including the
Corporation’s Code of Ethics and Business Conduct and Corporate Governance Guidelines.
The undersigned hereby consents to serving as a director of the Corporation and consents to being named as such in any of the
Corporation’s filings with the Securities and Exchange Commission and to being named as a nominee in the Corporation’s proxy
statements.
(Signature) /s/ Arthur John Hass
Print Name: Arthur John Hass
Date: November 18, 2014
Exhibits:
Exhibit A - Voting Commitments (None)
Exhibit B - Compensation and Monetary Arrangements with Osmium Partners
Exhibit C - Other Directorships obtained through or nominated for by Osmium Partners (None)