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Table of Contents
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
2.1
Agreement and Plan of Merger among Rosetta Stone Ltd., Liberty Merger Sub Inc., LiveMocha, Inc., and
Shareholder Representative Services LLC., dated April 1, 2013 (incorporated herein by reference to Exhibit 2.1
filed with Rosetta Stone's Current Report on Form 8-K filed on April 2, 2013).
3.1
Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.2 to
Amendment No. 3 to the Company’s Registration Statement on Form S-1 (No. 333-153632) filed on February 23,
2009).
3.2
Second Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.4 to Amendment No. 3 to
the Company’s Registration Statement on Form S-1 (No. 333-153632) filed on February 23, 2009).
4.1
Specimen certificate evidencing shares of common stock (incorporated herein by reference to Exhibit 4.1 to
Amendment No. 3 to the Company’s Registration Statement on Form S-1 (No. 333-153632) filed on February 23,
2009).
4.2
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 (incorporated herein by reference to Exhibit 4.3
to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (No. 333-153632) filed on
November 5, 2008).
10.1 + 2006 Incentive Option Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration
Statement on Form S-1 (No. 333-153632) filed on September 23, 2008).
10.2 + 2009 Omnibus Incentive Plan, as amended and restated effective February 13, 2014 (incorporated herein by
reference to Exhibit 99.1 filed with the Company’s Registration Statement on Form S-8 (No. 333-201025) filed
on December 17, 2014).
10.3 + Director Form of Option Award Agreement under the 2006 Plan (incorporated herein by reference to Exhibit 10.3
to the Company’s Registration Statement on Form S-1 (No. 333-153632) filed on September 23, 2008).
10.4 + Director Form of Option Award Agreement under the 2009 Plan (incorporated herein by reference to Exhibit 10.6
to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
10.5 + Executive Form of Option Award Agreement under the 2006 Plan (incorporated herein by reference to Exhibit
10.4 to the Company’s Registration Statement on Form S-1 (No. 333-153632) filed on September 23, 2008).
10.6 + Executive Form of Option Award Agreement under the 2009 Plan (incorporated herein by reference to
Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
10.7 + Amended Executive Form of Option Award Agreement under 2009 Plan effective for awards after October 1,
2011 (incorporated herein by reference to Exhibit 10.25 in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2011).
10.8 + * Amended Executive Form of Option Award Agreement under 2009 Plan effective for awards after February 1,
2016.
10.9 + Form of Restricted Stock Award Agreement under the 2009 Plan (incorporated herein by reference to Exhibit
10.13 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (No. 333-153632), filed on
March 17, 2009).
10.10 + Amended Executive Form of Restricted Stock Award Agreement under 2009 Plan effective for awards after
October 1, 2011 (incorporated herein by reference to Exhibit 10.26 in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2011).
10.11 + * Amended Executive Form of Restricted Stock Award Agreement under 2009 Plan effective for awards after
February 1, 2016.
10.12 + Director Form of Restricted Stock Unit Award Agreement under the 2009 Plan (incorporated herein by reference
to Exhibit 10.12 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
10.13 + Director Form of Restricted Stock Unit Award Agreement under the 2009 Plan (for awards beginning June 2015)
(incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2015)
10.14 + 2013 Rosetta Stone Inc. Long Term Incentive Program (pursuant to the Rosetta Stone Inc. 2009 Omnibus
Incentive Plan) (incorporated herein by reference to Exhibit 10.24 in the Company’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2014).
10.15 + Form of Award Agreement under the 2013 Long Term Incentive Program (incorporated herein by reference to
Exhibit 10.25 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).
10.16 + 2014 Executive Bonus Plan (incorporated herein by reference to Exhibit 10.23 in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2014).