Rosetta Stone 2015 Annual Report Download - page 24

Table of Contents
Provisions in our organizational documents and in the Delaware General Corporation Law may prevent takeover attempts that could be beneficial to our
stockholders.
Provisions in our second amended and restated certificate of incorporation and second amended and restated bylaws, and in the Delaware General
Corporation Law, may make it difficult and expensive for a third party to pursue a takeover attempt we oppose even if a change in control of our company
would be beneficial to the interests of our stockholders. Any provision of our second amended and restated certificate of incorporation or second amended
and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive
a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock. Our Board of
Directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the powers, preferences and rights of each series
without stockholder approval. The ability to issue preferred stock could discourage unsolicited acquisition proposals or make it more difficult for a third
party to gain control of our company, or otherwise could adversely affect the market price of our common stock. Further, as a Delaware corporation, we are
subject to Section 203 of the Delaware General Corporation Law. This section generally prohibits us from engaging in mergers and other business
combinations with stockholders that beneficially own 15% or more of our voting stock, or with their affiliates, unless our directors or stockholders approve
the business combination in the prescribed manner.

None.

Our corporate headquarters are located in Arlington, Virginia, where we occupy space on one floor of an office building under a lease that ends
December 31, 2018. For more information about our Arlington, Virginia lease and subleases, please see Note 16 of Item 8, 
 We currently own one facility in Harrisonburg, Virginia, that provide operations and customer support services. We lease another
facility in Virginia for use as a packing and distribution center for all of our U.S. and some of our international fulfillment.
In addition, the Company leases property in various locations in the U.S. and around the world as sales offices, for research and development activities,
operations, product distribution, data centers, and market research. Our international locations are in or near cities including the following: Versailles, France;
London, United Kingdom; Beijing and Shanghai, China; Vancouver, Canada; São Paulo, Brazil; Cologne, Germany; and, Madrid, Spain.

Information with respect to this item may be found in Note 16 of Item 8, , which is incorporated herein
by reference.

Not applicable.
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