Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT

AMONG


 


ROSETTA STONE INC. 




AND


 


THE INVESTOR SHAREHOLDERS AND OTHER SHAREHOLDERS

LISTED ON EXHIBIT A HERETO


 


DATED January 4, 2006


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.  

  	
  REGISTRATION
  RIGHTS

  	
  1

  
	
   

  	
  1.1.1  

  	
  Demand
  Registration Rights

  	
  1

  
	
   

  	
  1.1.2

  	
  Demand
  Procedures

  	
  2

  
	
   

  	
  1.1.3

  	
  Delay
  by Company

  	
  3

  
	
   

  	
  1.1.4

  	
  Reduction

  	
  3

  
	
   

  	
  1.1.5

  	
  Withdrawal

  	
  4

  
	
   

  	
  1.2

  	
  Piggyback
  Registration Rights

  	
  5

  
	
   

  	
   

  	
  1.2.1 

  	
  Request

  	
  5

  
	
   

  	
   

  	
  1.2.2

  	
  Reduction

  	
  5

  
	
   

  	
  1.3

  	
  Registration
  on Form S-3

  	
  6

  
	
   

  	
  1.4

  	
  Registration
  Procedures

  	
  6

  
	
   

  	
  1.5

  	
  Holdback
  Agreements

  	
  8

  
	
   

  	
  1.6

  	
  Registration
  Expenses

  	
  9

  
	
   

  	
   

  	
  1.6.1

  	
  Holder
  Expenses

  	
  9

  
	
   

  	
   

  	
  1.6.2

  	
  Company
  Expenses

  	
  10

  
	
   

  	
   

  	
  1.6.3

  	
  Indemnity
  and Contribution

  	
  10

  
	
   

  	
  1.7

  	
  Grant
  and Transfer of Registration Rights

  	
  13

  
	
   

  	
  1.8

  	
  Information
  from Holder

  	
  13

  
	
   

  	
  1.9

  	
  Rule 144
  Requirements

  	
  13

  
	
   

  	
  1.10

  	
  Sale
  of Preferred Stock to Underwriter

  	
  14

  
	
   

  	
  1.11

  	
  Changes
  in Preferred Stock or Common Stock

  	
  14

  
	
  2.

  	
  DEFINITIONS

  	
  14

  
	
  3.

  	
  MISCELLANEOUS

  	
  16

  
	
   

  	
  3.1

  	
  Entire
  Agreement; Amendment

  	
  16

  
	
   

  	
  3.2

  	
  Waiver

  	
  16

  
	
   

  	
  3.3

  	
  Termination

  	
  17

  
	
   

  	
  3.4

  	
  Binding
  Effect

  	
  17

  
	
   

  	
  3.5

  	
  Governing
  Law

  	
  17

  
	
   

  	
  3.6

  	
  Notices

  	
  17

  
	
   

  	
  3.7

  	
  Execution
  in Counterparts

  	
  18

  



 


i

















 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into
as of January 4, 2006 by and among (i) Rosetta Stone Inc., a Delaware
corporation (the “Company”), and (ii) the Persons listed on Exhibit A hereto (such Persons, together with
any other Persons who shall be valid transferees of Registrable
Securities (as hereinafter defined) and who execute a counterpart hereto
pursuant to the provisions of, and subject to the restrictions and rights set
forth in, this Agreement, are referred to herein collectively as the “Holders”
and individually as a “Holder”).


 


WHEREAS, on or prior to the date hereof, certain of the Holders (the “Class A
Investors”) have acquired an aggregate of 446,958 shares of Class A
Convertible Preferred Stock, par value $0.001 per share (the “Class A
Preferred Stock”), and an aggregate of 49,662 shares of the Company’s Common
Stock (the “Common Stock”) from the Company pursuant to a Subscription
Agreement dated January 4, 2006;


 


WHEREAS, on the date hereof, certain of the Holders (the “Class B
Investors” and together with the Class A Investors, the “Investors”) have
acquired an aggregate of 111,031 shares of Class B Convertible Preferred
Stock, par value $0.001 per share (the “Class B Preferred Stock”), and an
aggregate of 12,328 shares of Common Stock, of the Company pursuant to a Stock
Purchase Agreement dated the date hereof (the “Purchase Agreement”);


 


WHEREAS, the Company and the Holders desire to enter into this
Agreement in order to provide the Investors with certain rights with respect to
the registration of their shares of Common Stock, including those shares
issuable upon conversion of the Preferred Stock; and


 


WHEREAS, capitalized terms used in this Agreement shall have the
meanings ascribed to them in Article 2
hereof.


 


NOW, THEREFORE, for and in
consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.                                      REGISTRATION
RIGHTS


 


1.1.1                     Demand
Registration Rights


 


Subject to the terms and conditions hereinafter set forth, at any time
beginning on the 180th day following an
IPO, Institutional Investors having rights to request registration pursuant to
the last sentence of Section 1.1.2
may request registration for sale under the Act of all or part of the
Registrable Securities then


 

















 


held by them, and upon such request the Company will promptly take the
actions specified in Section 1.1.2;
provided
that the Company shall have no obligation to effect a registration
pursuant to this Section 1.1.1 unless such registration
includes a number of Registrable Securities representing at least 20% of the Registrable
Securities held by all Institutional Investors at the time of such request.


 


1.1.2                     Demand
Procedures


 


Within ten (10) Business Days after receipt by the Company of a
written registration request under Section 1.1.1 (which request shall specify
the number of shares proposed to be registered and sold and the manner in which
such sale is proposed to be effected), the Company shall promptly give written
notice to all other Holders of the proposed registration, and such other
Holders shall have the right to join in the proposed registration and sale,
upon written request to the Company (which request shall specify the number and
class or series of shares proposed to be registered and sold) within ten (10) Business
Days after receipt of such notice from the Company. Subject to the provisions
of Section 1.1.4, the proposed registration
and sale may include securities offered by the Company for its own account
and/or other securities of the Company that are held by Other Shareholders, if
any. The Company shall thereafter, as expeditiously as practicable, use its
best efforts to (i) file with the SEC under the Act a registration
statement on an appropriate form concerning all Registrable Securities
specified in the demand request and all Registrable Securities or other
securities of the Company with respect to which the Company has received the
written request from the other Holders or Other Shareholders, as the case may
be, and (ii) cause the registration statement to be declared effective. At
the request of the Institutional Investors making such demand, the Company
shall cause each offering pursuant to Section 1.1.1 to
be managed, on a firm commitment basis, by a recognized regional or national
underwriter selected by the Institutional Investors and approved by the
Company, such approval not to be unreasonably withheld, and the Company shall
enter into an underwriting agreement in customary form and containing customary
terms reasonably acceptable to the Company and the Institutional Investors with
the underwriter or underwriters selected for such underwriting. All Holders,
including the Institutional Investors, and Other Shareholders intending to
participate in such proposed registration must agree to distribute their
securities through such underwriting and shall be required to enter into an
underwriting agreement in customary form. The Company shall not be obligated to
effect more than three (3) registrations in total requested by
the Institutional Investors under Section 1.1.1 or more than one (1) registration
under Section 1.1.1 or Section 1.3 in
any consecutive nine-month period; provided, however, that
any such request shall be deemed satisfied only when a
registration statement
covering at least 80% of the Registrable Securities specified in the
notices as aforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of
disposition specified by the Institutional Investors, has become effective; provided further, that


 


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as among the Institutional Investors: (i) ABS shall have the sole
and exclusive right to request two (2) registrations
under Section 1.1.1, and (ii) Norwest
shall have the sole and exclusive right to request one (1) registration
under Section 1.1.1, provided
that in each case the requested registration otherwise satisfies the conditions
of Section 1.1.1.


 


1.1.3                     Delay
by Company


 


The Company shall not be required to effect a demand registration under
the Act pursuant to Section 1.1.1
or Section 1.3 hereof if (i) the
Company receives a request for any such registration
less than ninety (90) days preceding the anticipated effective date of a
proposed underwritten public offering of securities of the Company approved by
the Company’s Board of Directors prior to the Company’s receipt of the request
and in such event the Company shall not be required to effect any such
requested registration until one hundred twenty (120) days after the effective
date of such proposed underwritten public offering, provided that the Company
makes reasonable good faith efforts to cause such underwritten public offering
to be declared effective; (ii) within ninety (90) days prior to any such
request for registration, a registration of securities of the Company has been
effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the
Board of Directors of the Company reasonably determines in good faith that
effecting such a demand registration at such time would be seriously detrimental
to the Company (and the Chief
Executive Officer of the Company provides a signed certificate to that
effect to the Institutional Investors requesting such registration) because it
would (a) necessitate the untimely disclosure of a proposed business combination
or other currently proposed transaction or (b) require premature
disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential; provided, however, that
the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not
exceeding ninety (90) days (or until such earlier time as such transaction is
consummated or
no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year.
The Company shall promptly notify in writing the Holders requesting
registration of any decision not to effect any such request for registration
pursuant to this Section 1.1.3,
which notice shall set forth in reasonable detail the reason for such decision
and shall include an undertaking by the Company promptly to notify such Holders
as soon as a demand registration may be effected.


 


1.1.4                     Reduction


 


If a registration initiated by any
Institutional Investors pursuant to
Section 1.1.1 is an
underwritten registration
and the managing underwriters advise the Company and the Holders
and any Other Shareholders participating
in the
registration that
in their opinion due to
marketing factors the number of shares


 


3

















 


of Common Stock requested to be included in such registration exceeds
the number which can reasonably be expected to be sold in such offering, then
the amount of such shares that may be included in such registration shall be
allocated as follows: (i) first, the shares proposed to be sold by the
Institutional Investors exercising rights under Section 1.1.1 and any other Institutional Investors
proposing to sell shares of Common Stock pursuant to such registration in
accordance with the terms hereof, shall be included in such registration and,
if all such shares cannot be included in such registration due to marketing
factors, the amount of shares to be included in such registration by all such
Institutional Investors shall be allocated pro rata among such Institutional
Investors in proportion to the number of Registrable Securities owned by them, (ii) second,
the shares proposed to be sold by any other Holders shall be included in such
registration and, if all such shares cannot be included in such underwriting
due to marketing factors, the amount of shares to be included
in such registration by all such other Holders shall be allocated pro rata
among such other Holders in proportion to the number of Registrable Securities
owned by them, (iii) third, the shares proposed to be sold by the Company
shall be included in such registration, and (iv) fourth, the shares
proposed to be sold by Other Shareholders shall be included in such
registration and, if all such shares cannot be included in such underwriting
due to marketing factors, the amount of shares to be included in such
registration by all such Other Shareholders shall be allocated pro rata among
such Other Shareholders in proportion to the number of shares of Common Stock
(calculated on an as-converted into Common Stock basis) owned by them.


 


1.1.5                     Withdrawal


 


Any Holder or Other Shareholder participating in any demand
registration pursuant to this Section 1.1
may withdraw such Holder’s or Other Shareholder’s shares from such registration
at any time before a registration statement is declared effective, and the
Company may withdraw such registration statement if no Registrable Securities
are then proposed to be included. Upon the request of Institutional Investors
holding two-thirds (2/3rds) of the Registrable Securities held by all
Institutional Investors participating in the demand registration, the Institutional
Investors may withdraw their request for registration pursuant to Section 1.1.1. In the
event the Company is not obligated to effect any requested registration under Section 1.1.1 by virtue of Section 1.1.3, such request shall not be deemed to be a
request for registration for purposes of Section 1.1.1
until such time as the registration is effected.


 


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1.2                               Piggyback
Registration Rights 


 


1.2.1                     Request


 


If at any time or times after the IPO the Company proposes to file a
registration statement covering any of its securities under the Act (whether to
be sold by it or by one or more selling stockholders), other than (i) an
offering pursuant to a demand registration under Section 1.1.1 hereof (in which case, the Holders shall be
entitled to receive notice of, and participate in, such registration
in accordance with the terms of Section 1.1
hereof) or (ii) an offering registered on Form S-8 or Form S-4,
or successor forms relating to employee stock plans and business combinations,
the Company shall, not less than ten (10) Business Days prior to the
proposed filing date of the registration form, give written notice of the
proposed registration to all Holders specifying in reasonable detail the
proposed transaction to be covered by the registration statement and, at the
written request of any Holder delivered to the Company within twenty (20) days
after the giving of such notice, but subject to the terms of Section 1.2.2 below, the Company shall
include in such registration and offering, and in any underwriting of such
offering, all Registrable Securities as any such Holder shall request the
Company to include in such registration and offering. The Company shall have no
obligation to include shares owned by any Holder in a registration statement
pursuant to this Section 1.2
unless and until such Holder, if such registration is an underwritten offering,
agrees to enter into an underwriting agreement, a custody agreement and power
of attorney and any other customary documents required in an underwritten
offering all in customary form and containing customary provisions.


 


1.2.2                     Reduction


 


If a registration in which any Holder has the right or is otherwise
permitted to participate pursuant to this Section 1.2
is an underwritten registration and the managing underwriters advise the
Company in writing that in their opinion due to marketing factors the number of
shares of Common Stock requested to be included in such registration exceeds
the number which can reasonably be expected to be sold in such offering, the
Company shall include in such registration: (i) first, the shares proposed
to be sold by the Company, (ii) second, the shares proposed to be sold by
the Institutional Investors exercising rights under Section 1.2.1 and, if all such shares cannot be included
in such registration due to marketing factors, the amount of shares to be
included in such registration by all such Holders shall be allotted pro rata
among such Holders in proportion to the number of Registrable Securities owned
by them; (iii) third, the shares proposed to be sold by any other Holders
exercising rights under Section 1.2.1 and, if
all such shares
cannot be included in such registration due to marketing factors, the
amount of shares to be included in such registration by all such Holders shall
be allocated pro rata among such Holders in proportion to the number of Registrable Securities
owned by them, and (iv) fourth, the shares


 


5

















 


proposed to be sold by any Other Shareholders proposing to sell shares
of Common Stock pursuant to such registration and, if all such shares cannot be
included in such registration due to marketing factors, the amount of shares to
be included in such registration by all such Other Shareholders shall be
allocated pro rata among such Other Shareholders in proportion to the number of
shares of Common Stock (calculated on an as-converted into Common Stock basis)
owned by them.


 


1.3                               Registration
on Form S-3


 


Subject to the limitations set forth in Section 1.1.3 and the other terms and conditions
hereinafter set forth, if at any time the Company is eligible to use Form S-3
(or any successor form) for secondary sales any Institutional Investor may
request (by written notice to the Company stating the number of Registrable
Securities proposed to be sold and the intended method of disposition) that the
Company file a registration statement on Form S-3 (or any successor form)
for a public sale of all or any portion of the Registrable Securities
beneficially owned by it, or that the Company take all steps necessary to
include such Registrable Securities in a Form S-3 that the Company has
previously filed under Rule 415 under the Act (to the extent reasonably
practicable), provided that the reasonably anticipated aggregate price to the
public of such Registrable Securities shall be at least $1,000,000. At the
written request of the Institutional Investor requesting such registration,
such registration shall be for a delayed or continuous offering under Rule 415
under the Act. Upon receiving such request, the Company shall use its best
efforts to promptly file a registration statement on Form S-3 (or any
successor form), or file an appropriate post-effective amendment or supplement
to an existing registration statement, to register under the Act for public
sale in accordance with the method of disposition specified in such request,
the number of shares of Registrable Securities specified in such request and
shall otherwise carry out the actions specified in Section 1.1.2 and 1.4.
There shall be no limitation on the total number of registrations on Form S-3
which may be requested and obtained under this Section 1.3.


 


1.4                               Registration
Procedures


 


Whenever any Holder has requested that any shares be registered
pursuant to Sections 1.1,  1.2 or 1.3 hereof, the Company shall, as expeditiously
as reasonably possible:


 


(1)           prepare and file with the SEC a
registration statement, or prepare and file an appropriate post-effective
amendment or supplement to an existing registration statement, with respect
to such shares and use its best efforts to cause such registration statement,
post-effective amendment or supplement to become effective as soon as
reasonably practicable thereafter (provided that before filing a registration
statement or prospectus or any amendments or supplements


 


6

















 


thereto, the Company shall, to the extent
practicable, furnish such Holder with  copies of all such documents
proposed to be filed);


 


(2)           prepare
and file with the SEC such amendments and supplements to such registration
statement and prospectus used in connection therewith as may be necessary to
keep such registration statement effective for a period of not less than
one-hundred eighty (180) days (or, in the case of a registration pursuant to Section 1.3 hereof, for a period of
not less than three (3) years or until such time as there are no Registrable
Securities covered by the registration statement; provided that
the Company shall only be required to keep such registration statement
effective for such extended period of time to the extent it is eligible to use Form S-3),
or until such earlier time as such Holder has completed the distribution
described in such registration statement, whichever occurs first;


 


(3)           furnish
to such Holder such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus), and such other documents as
such Holder may reasonably request;


 


(4)           use its reasonable
best efforts to register or qualify such shares under such other securities or
blue sky laws of such jurisdictions as such Holder reasonably requests (and to
maintain such registrations and qualifications effective for the applicable
period of time set forth in Section 1.4(2) hereof),
and to do any and all other acts and things which may be necessary or advisable
to enable such Holder to consummate the disposition in such jurisdictions of such shares
(provided that the Company will not be required to (i) qualify generally
to do business in any jurisdiction where it would not be required but for this subsection (4), (ii) subject itself to
taxation in any such jurisdiction, or (iii) file any general consent to
service of process in any such jurisdiction);


 


(5)           notify such Holder,
at any time when a prospectus relating thereto is required to be delivered
under the Act within the period that the Company is required to keep the
registration statement effective, of the happening of any event as a result of
which the prospectus included in any such registration statement contains an
untrue statement of a material fact or omits to state a material fact necessary
to make the statements therein not misleading in light of the circumstances
then existing, and the Company shall use its reasonable best efforts to
prepare, file and furnish to such Holder a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such shares,
such prospectus will not contain an untrue statement of a material fact or omit
to state a
material fact necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


7

















 


(6)           cause all such
shares to be listed on securities exchanges (or national quotation systems), if
any, on which similar securities issued by the Company are then listed (or if
not then listed, on such exchanges (or national quotation systems) as are
requested by the Holders of a majority of the Registrable Securities being
included in such registration);


 


(7)           provide a transfer
agent and registrar and a CUSIP number for all such shares not later than the
effective date of such registration statement;


 


(8)           enter into such
customary agreements and, subject to the terms hereof, take all such other
customary actions as such Holder reasonably requests (and subject to its
reasonable approval) in order to expedite or facilitate the disposition of such
shares;


 


(9)           subject to the
execution of a customary confidentiality agreement, make available for
inspection by such Holder, by any underwriter participating in any distribution
pursuant to such registration statement, and by any attorney, accountant or
other agent retained by such Holder or by any such underwriter, all financial
and other records, pertinent corporate documents, and properties (other than
confidential intellectual property) of the Company; and


 


(10)         in connection with an
underwritten offering pursuant to a registration statement filed pursuant to Sections 1.1 and 1.3 hereof, enter into an row  underwriting agreement in customary form and containing
reasonable customary provisions, including provisions for indemnification of
underwriters and contribution, if so requested by any underwriter.


 


1.5                               Holdback Agreements


 


Notwithstanding anything in this Agreement to
the contrary, if, after any registration statement to which the rights
hereunder apply becomes effective (and prior to completion of any sales
thereunder), the Company’s Board of Directors determines in good faith that the
failure of the Company to (i) suspend sales of stock under the
registration statement or (ii) amend or supplement the registration
statement, would be seriously detrimental to the Company as described in Section 1.1.3 hereof, the Company
shall so notify each Holder participating in such registration and each Holder
shall suspend any further sales under such registration statement until the
Company advises such Holders that the registration statement has been amended
or that conditions no longer exist which would require such suspension,
provided that (x) the Company may impose any such suspension for no more
than ninety (90) days (inclusive of any days
for which a registration request has been delayed
pursuant to Section 1.1.3 during the past twelve
months) and no more than once during any twelve month period and (y) the Company shall use its best
efforts to amend the registration statement or otherwise take action to permit
sales thereunder as soon as practicable.


 


8














 


In the event that the Company effects a
registration of any securities under the Act in an underwritten public
offering, each Holder agrees not to effect any sale, including any sale
pursuant to Rule 144 under the Act, of any Equity Securities (except as part
of such offering) during the 18O-day period commencing with the effective date
of the registration statement for the IPO and the 90-day period commencing with
the effective date of the registration statement for any subsequent public
offering, provided that all holders of five percent (5%) or more of the Company’s
outstanding Equity Securities and all officers and directors of the Company, to
the extent that they hold Equity Securities, enter into similar agreements
providing for similar restrictions on sales; provided, however, that the agreement set forth in this Section 1.5(b) shall
terminate and be of no further force or effect with respect to all Holders if
any holder of five  percent (5%) or more of the Company’s
outstanding Equity Securities, any officer or director of the Company that has
executed a similar agreement or any Holder hereunder shall have received a
waiver relieving it of its obligations hereunder or under any such similar
agreement. The Company may impose stop-transfer instructions to enforce the
provisions of this Section 1.5(b).


 


1.6          Registration
Expenses 


 


1.6.1       Holder
Expenses


 


If, pursuant to Sections 1.1, 1.2 or 1.3
hereof, Registrable Securities are included in a registration statement, then
the Holder thereof shall pay all transfer taxes, if any, relating to the sale
of its shares, and any underwriting discounts or commissions or the equivalent
thereof applicable to the sale of its shares (collectively, “Seller Expenses”).
If, as a result of the withdrawal of a request for registration by the
Institutional Investors pursuant to Section 1.1.5, a registration under Section 1.1.1
does not become effective, upon the election of Institutional Investors holding
two-thirds (2/3rds) of the Registrable Securities held by all Institutional
Investors, the Institutional Investors shall have the option of reimbursing the
Company for any Registration Expenses incurred as a result of such request pro
rata on the basis of the
number of their shares so included in the registration request (except for the
fees of any counsel for the Holders, which shall be borne only by the persons
whom such counsel represented, pro rata on the basis of the number of their shares
so included in the registration request) in which case such registration shall
not be counted as a registration pursuant to Section 1.1.1. In the event
that a
withdrawal by the Institutional
Investors is based on material adverse information relating to the
Company that is different from the information known or available to the
Institutional Investors at the time of their request for registration under Section 1.1.1,
any Registration Expenses relating to such registration shall be borne by the
Company and such registration shall not be counted as a registration pursuant
to Section 1,1.1.


 


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1.6.2       Company
Expenses


 


Except for Seller Expenses, the Company shall
pay all expenses (“Registration Expenses”) incident to the registration of
shares by the Company and any Holders pursuant to Sections 1.1, 1.2 and 1.3 and
to the Company’s performance of or compliance with this Agreement in connection
therewith, including, without limitation, all registration and filing fees,
fees and expenses of compliance with state securities or blue sky laws, printing
expenses, messenger and delivery expenses, and reasonable fees and expenses of
counsel for the Company and a single counsel for all Holders selling shares and
all independent certified public accountants and other persons retained by the Company in connection
therewith.


 


1.6.3       Indemnity
and Contribution


 


In the event that any shares owned by a
Holder are proposed to be offered by means of a registration statement pursuant
to Section 1.1, 1.2 or 1.3 hereof, to the extent permitted by law, the
Company agrees to indemnify and hold harmless such Holder, any underwriter
participating in such offering, each officer, partner, manager and director of
such Holder or underwriter, each other Person, if any, who Controls or may
Control such Holder or underwriter and each representative of any Holder
serving on the Board of Directors of the Company (such Holder or underwriter,
its officers, partners, managers and directors and such other Persons being
hereinafter referred to individually as an “Investor Indemnified Person” and
collectively as “Investor Indemnified Persons”) from and against all demands,
claims, actions or causes of action, assessments, losses, damages, liabilities,
costs, and expenses, including, without limitation, interest, penalties, and
reasonable attorneys’ fees and disbursements, asserted against, resulting to,
imposed upon or incurred by such Investor Indemnified Person, directly or
indirectly (hereinafter referred to in this Section 1.6.3 in the singular
as a “claim” and in the plural as “claims”), based upon, arising out of or
resulting from any untrue statement (or alleged untrue statement) of a material
fact contained in a registration statement, prospectus, offering circular, free
writing prospectus or other document to which such registration relates or any
omission (or alleged omission) to state therein a material fact necessary to
make the statements made therein not misleading in light of the circumstances
in which such statements are made, except insofar as such claim is based upon,
arises out of or results from information furnished to the Company in writing
by such Investor Indemnified Person specifically for use in the registration
statement, prospectus, offering circular, free writing prospectus or other
document to which such registration relates.


 


Each Holder shall, if securities held by
him, her or it are included
among the securities as to which such registration, qualification or compliance
is being effected, indemnify the Company,
each of its directors and officers, and each


 


10

















 


Person who Controls the Company (the Company,
its directors, officers and each Person who Controls the Company being
hereinafter referred to individually as a “Company Indemnified Person” and
collectively as “Company Indemnified Persons”), and any underwriter
participating in such offering and any other Holders who have included
Registrable Securities in such registration and each officer, partner, manager
and director of such underwriter or Holder and each other Person, if any, who Controls or may Control such
underwriter or Holder against all claims based on, arising out of, or resulting
from any untrue statement (or alleged untrue statement) of a material fact
contained in a registration statement, prospectus, offering circular, free
writing prospectus or other document to which such registration relates or any
omission (or alleged omission) to state therein a material fact necessary to
make the statements made therein not misleading in light of the circumstances
in which such statements are made, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular, free writing prospectus or other document in reliance upon
and in conformity with written information furnished to the Company by such
Holder specifically for use therein; provided, however, that the
obligations of such Holder hereunder
shall be limited to an amount equal to the net proceeds to such Holder of
securities sold in such offering as contemplated herein, except in the case of
fraud or willful misconduct by such Holder.


 


The indemnification provisions set forth
herein shall be in addition to any liability that the Company or any Holder may
otherwise have to the Investor Indemnified Persons, the Company Indemnified
Persons or the other Persons entitled to indemnification hereunder. The Company
Indemnified Persons, the Investor Indemnified Persons and the other Persons
entitled to indemnification hereunder are hereinafter referred to as “Indemnified
Persons.” Promptly after receiving notice of any claim in respect of which an Indemnified Person may seek
indemnification under this Section 1.6.3, such Indemnified Person shall submit written notice thereof to
either the Company or the Holders, as the case may be (sometimes being
hereinafter referred to as an “Indemnifying Person”). The omission of the
Indemnified Person so to notify the Indemnifying Person of any such claim shall not
relieve the Indemnifying Person
from any liability it may have hereunder except to the extent that (a) such
liability was caused or increased by such omission, or (b) the ability of the Indemnifying Person to reduce
such liability was materially adversely affected by such omission. In
addition, the omission of the Indemnified
Person so to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any
liability it may have otherwise than hereunder. The Indemnifying Person shall
have the right to undertake, by counsel or representatives of its own choosing, the
defense, compromise or settlement
(without admitting liability of the Indemnified Person) of any such claim asserted. such defense, compromise or
settlement to be undertaken at the expense of the Indemnifying Person, and the Indemnified Person shall have the right
to engage
separate counsel, at its own expense, and counsel for the Indemnifying Person shall


 


11

















 


keep the separate counsel for the Indemnified
Person informed of the status of, and shall otherwise consult with such
separate counsel with respect to, any such action or proceeding; provide, however, that the Indemnified Person shall have the
right to retain one separate counsel, with the reasonable fees and expenses to
be paid by the Indemnifying Person, if representation of such Indemnified
Person by the counsel retained by the Indemnifying Person would be
inappropriate due to actual or potential differing interests between such
Indemnified Person and any other party represented by such counsel in such
proceeding. In the event the Indemnifying Person shall elect not to undertake
such defense by its own representatives, the Indemnifying Person shall give
prompt written notice of such election to the Indemnified Person, and the
Indemnified Person shall undertake the defense, compromise or settlement
(without admitting liability of the Indemnifying Person) thereof on behalf of
and for the account of the Indemnifying Person by counsel or other
representatives designated by the Indemnified Person, with the reasonable fees
and expenses of such counsel to be paid by the Indemnifying Person.
Notwithstanding the foregoing, no Indemnifying Person shall be obligated
hereunder with respect to amounts paid in settlement of any claim if such
settlement is effected without the consent of such Indemnifying Person (such
consent not to be unreasonably withheld).


 


If the indemnification provided for in this Section 1.6 is held by a court of competent jurisdiction
to be unavailable to an Indemnified Person, then the Indemnifying Person, in
lieu of indemnifying such Indemnified Person hereunder, shall contribute to the
amount paid or payable by such Indemnified Person as a result of any claims in
such proportion as is appropriate to reflect the relative fault of the
Indemnified Person on the one hand and the Indemnifying Person on the other in
connection with the statements or omissions (or alleged statements or omissions)
that resulted in such claims as well as any other relevant equitable
considerations. The relative fault of the Indemnified Person and the
Indemnifying Person shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Indemnifying Person or by the Indemnified Person and the
parties’ relative intent, knowledge and access to information and opportunity
to correct or prevent such statement or omission (or alleged statement or
omission), In no event will the liability of any Holder for contribution exceed
the net proceeds received by such Holder in any sale of securities to which such liability relates except in the case
of fraud or willful misconduct by such Holder.


 


Notwithstanding the foregoing, to the extent
that the provisions on indemnification
and contribution contained in the underwriting agreement entered into in
connection with any underwritten public offering contemplated by this Agreement
are in conflict with the foregoing provisions, the provisions in such
underwriting agreement shall be controlling.


 


12

















 


1.7                               Grant
and Transfer of Registration Rights


 


Except for registration rights granted by the
Company after the date hereof which are subordinate to the rights of the
Holders hereunder, the Company shall not grant any registration rights to any
other Person without the prior written consent of the Institutional Investors
holding at least two-thirds (2/3rds) of all Registrable Securities held by all
Institutional Investors as of the date of determination, measured on a
fully-diluted, as converted into Common Stock basis. Holders shall have the
right to transfer or assign the rights contained in this Agreement CO to any limited partner or Affiliate of a
Holder in connection with the transfer of any Registrable Securities permitted
by the terms of any shareholder agreement then in effect or (ii) to any
third party transferee acquiring Registrable Securities held by such Holder
provided that (x) such transfer is permitted by the terms of any
shareholder agreement then in effect and (y) after giving effect to such
transfer, such transferee shall own at least five percent (5%) of the
Registrable Securities then outstanding; provided, in each case, that (a) the
Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which
such registration rights are being assigned; (b) such transferee or
assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is
restricted under the Act.


 


1.8                                    Information
from Holder


 


It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of
any selling Holder that such Holder shall furnish to the Company such
information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be
reasonably requested by the Company to effect the registration of such Holder’s
Registrable Securities.


 


1.9                                    Rule 144
Requirements


 


After the date of the IPO, the Company shall
use its reasonable best efforts to make publicly available, and available to
the Holders, such information as is necessary to enable the Holders to make
sales of Registrable Securities pursuant to Rule 144 of the Act. The Company
shall furnish to any Holder,
upon request, a written statement executed by the Company as to the steps it has taken to
comply with the current public information
requirements
of Rule 144.


 


13

















 


1.10                        Sale of
Preferred Stock to Underwriter


 


Notwithstanding any provision of this Agreement
to the contrary, in lieu of converting any shares of Preferred Stock prior to
the filing of any registration statement filed pursuant to this Agreement, the
holder of such shares may sell such shares of Preferred Stock to the
underwriters of the offering being registered upon the undertaking of such
underwriters to convert the Preferred Stock to Common Stock, each such step to
be effective at the closing of the offering. In such event, the Company agrees
to cause the Common Stock issuable on the conversion of the Preferred Stock to
be issued within such time period as will permit the underwriters to make and
complete the distribution contemplated by the underwriting.


 


1.11                        Changes
in Preferred Stock or Common Stock


 


If, and as often as, there is any change in
the Preferred Stock or Common Stock by way of a stock split, stock dividend,
combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Preferred Stock or
Common Stock as so changed.


 


2.             DEFINITIONS


 


The capitalized terms contained in this
Agreement shall have the following meanings unless otherwise specifically
defined:


 


“ABS”
shall mean collectively ABS Capital Partners IV, L.P., ABS Capital Partners
IV-A, L.P., ABS Capital Partners IV Offshore, L.P, and ABS Capital Partners IV
Special Offshore, L.P., together with each of its respective Affiliates,
successors and permitted assigns.


 


“Act” shall mean the Securities Act of 1933, as amended.


 


“Affiliate”
with respect to any specified Person, means a Person that, directly or
indirectly, through one or more intermediaries, Controls, is Controlled by or
is under common Control with, such specified Person.,


 


“Business
Day” shall mean Monday through Friday and shall exclude any federal
or bank holidays observed in New York City.


 


“Class A
Registrable Securities” shall mean (i) shares of Common Stock
issued or issuable upon conversion of the Class A Preferred Stock and (ii) any
equity securities of the Company issued as a distribution with respect to or in
exchange for or in replacement of any of the securities referred to in clause (i) above.


 


14

















 


“Class B Registrable Securities” shall mean (i) shares of Common Stock
issued or issuable upon conversion of the Class B Preferred Stock and (ii) any
equity securities of the Company issued as a distribution with respect to or in
exchange for or in replacement of any of the securities referred to in clause (i) above.


 


“Control” (and its derivatives) means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting
securities, as trustee or executor, by contract or otherwise).


 


“Equity Securities” shall mean the Common Stock, the Preferred Stock and any warrants or other rights to subscribe for or to purchase, or any options for the
purchase of, Common Stock or Preferred Stock, any stock or security convertible
into or exchangeable for Common Stock or Preferred Stock or any other stock,
security or interest in the Company whether or not convertible into or
exchangeable for Common Stock or Preferred Stock.


 


“Institutional Investors” shall mean collectively ABS, Norwest and Madison Capital Funding LLC.


 


“IPO” shall mean the first public offering of the
Common Stock registered under the Act
after the date hereof.


 


“Norwest” shall mean collectively Norwest Equity
Partners VIII, LP, together with each of its respective Affiliates, successors
and permitted assigns.


 


“Other Shareholders” means persons other than Holders who, by virtue of agreements with the Company, are entitled
to include their securities in a registration effected pursuant to this
Agreement.


 


“Person” means any individual, partnership, limited
liability company, joint venture, corporation, trust, unincorporated
organization, government or department
or agency of a government.


 


“Preferred Stock” shall mean collectively the Class A
Preferred Stock and the Class B Preferred Stock.


 


“Registrable Securities” shall mean (i) the Class A
Registrable Securities, (ii) the Class B Registrable Securities, (iii) any
shares of Common Stock held by any Holder as of the date hereof, (iv) any
additional shares of Common Stock acquired by any Holder after the date hereof
(other than shares acquired upon exercise of employee stock options or similar
employee awards) and (v) any equity securities of the Company issued as a distribution with respect to or
in exchange for or in replacement of any of the securities referred to in
clause (i)-(iv) above; provided, however, that Registrable Securities shall not include any securities
that have been previously sold pursuant to a registration statement filed


 


15

















 


under the Act or under Rule 144
promulgated under the Act, or which have otherwise been transferred in a
transaction in which the transferor’s rights under this Agreement are not
assigned, or, shares that arc eligible for sale by a Holder pursuant to Rule 144(k) under
the Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


3.                                      MISCELLANEOUS


 


3.1                               Entire
Agreement; Amendment


 


This Agreement constitutes the entire
agreement among the parties hereto with respect to the matters provided for
herein, and it supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein between or among
such parties. Subject to the provisions of Section 1.7 hereof, this
Agreement may be amended or modified in any respect, or any term hereof may be
waived, with the written consent of the Institutional Investors who own at
least two-thirds (2/3rds) of the outstanding Registrable Securities on a
fully-diluted, as-converted into Common Stock basis then held by all
Institutional Investors; provided that no provision hereof
may be amended if it would have the effect of materially adding to the
obligations of the Company without the written consent of the Company, provided
further, that if any amendment, modification or waiver affects a Holder
holding Class B Preferred Stock in a manner that is less favorable or more
detrimental to such Holder than to any other Holder (without regard to the
amount of Equity Securities held by such Holder), then the consent of the
Holders of a majority of the outstanding shares of Class B Preferred Stock
shall also be required, provided  further, that if any amendment,
modification or waiver affects a Class A Investor in a manner that is less
favorable or more detrimental to such Shareholder than to any other Class A
Investor (without regard to the amount of Equity Securities held by such Class A
Investor), then the consent of each such Class A Investor less favorably
or more detrimentally affected shall also be required, and provided finally,
that any amendment to Sections 1.6.3, 3.3 or this Section 3.1 shall
require the consent of Madison Capital Funding LLC.


 


3.2                               Waiver


 


No delay or failure on the part of any party
hereto in exercising any right, power or privilege under this Agreement or
under any other instruments given in connection with or pursuant to this
Agreement shall impair any such right, power or privilege or be construed as a
waiver of any such right, power or privilege. No single or partial exercise of
any such right, power or privilege shall preclude the


 


16

















 


further exercise of such right, power or
privilege, or the exercise of any other right, power or privilege.


 


3.3                               Termination


 


This Agreement shall forthwith become wholly
void and of no effect as to any Holder (including any permitted assignee of
such Holder), at such time as such person no longer owns any securities
constituting Registrable Securities.


 


3.4                               Binding
Effect


 


This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors, heirs, executors, administrators, legal representatives and
permitted assigns, including any successor corporation upon a reincorporation
of the Company into another jurisdiction.


 


3.5                               Governing
Law


 


This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be governed by and
construed in accordance with the laws of the State of Delaware (excluding the
choice of law rules thereof).


 


3.6.                            Notices


 


All notices,
demands, requests, or other communications which may be or are required to be
given, served, or sent by any party to any other party pursuant to this Agreement shall
be in writing and shall be hand
delivered, faxed, sent by overnight courier or mailed by first-class,
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


 


(i)                                     If to the Company:


 


Rosetta Stone Inc,

135 W. Market Street

Harrisonburg, VA 22801

Facsimile No.: (703) 991-5843

Attention: Laura Witt


 


with a copy (which shall not constitute notice)
to:


 


Hogan & Hartson LLP.

111 S. Calvert Street

Baltimore, MD 21202

Facsimile No: (410) 539-6981


 


17

















 


Attention: Michael J. Silver


 


(ii)                                  If to any Holder, at such Holder’s address as
appearing on Exhibit A hereto.


 


Each party may designate by notice in writing
(given in accordance with the terms hereof) a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request, or communication which shall be hand delivered, sent
or mailed, in the manner described above, shall be deemed sufficiently given,
served, sent, received or delivered for all purposes at such time as it is
delivered to the addressee (with the return receipt, the delivery receipt or a
facsimile confirmation being deemed conclusive, but not exclusive, evidence of
such delivery) or at such time as delivery is refused by the addressee upon
presentation.


 


3.7                               Execution
in Counterparts


 


To facilitate execution, this Agreement may
be executed in as many counterparts as may be required; and it shall not be
necessary that the signatures of, or on behalf of, each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on behalf of,
each party, or that the signatures of the persons required to bind any party,
appear on one or more of the counterparts. All counterparts shall collectively
constitute a single agreement, It shall not be necessary in making proof of
this Agreement to produce or account for more than one of the counterparts of
this Agreement containing the respective signatures of or on behalf of, all of
the parties hereto.


 


[Signatures Appear on Following Pages]


 


18














 


	
   

  	
  ROSETTA STONE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Tom Adams

  
	
   

  	
  Name: 

  	
  Tom Adams

  
	
   

  	
  Title: 

  	
  Chief Executive Officer and President

  



 


 


Signature Page to
Registration Rights Agreement


 

















 


	
   

  	
  HOLDERS:

  
	
   

  	
   

  
	
   

  	
  ABS CAPITAL PARTNERS IV, L.P.

  
	
   

  	
  By: ABS Partners IV, L.L.C.,

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura L. Witt

  
	
   

  	
   

  	
  Name: Laura L. Witt

  
	
   

  	
   

  	
  Title:   Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABS CAPITAL PARTNERS IV-A, L.P.

  
	
   

  	
  By: ABS Partners IV, L.L.C.,

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura L. Witt

  
	
   

  	
   

  	
  Name:  Laura L. Witt

  
	
   

  	
   

  	
  Title:    Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABS CAPITAL PARTNERS IV
  OFFSHORE FUND,

  
	
   

  	
  L.P.

  
	
   

  	
  By: ABS Partners IV, L.L.C.,

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura L. Witt

  
	
   

  	
   

  	
  Name:
   Laura L. Witt

  
	
   

  	
   

  	
  Title:    Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABS CAPITAL PARTNERS IV SPECIAL

  
	
   

  	
  OFFSHORE, L.P.

  
	
   

  	
  By: ABS Partners IV, L.L.C.,

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura L. Witt

  
	
   

  	
   

  	
  Name:
   Laura L. Witt

  
	
   

  	
   

  	
  Title:    Managing Member

  



 


 


Signature Page to
Registration Rights Agreement


 

















 


	
   

  	
  NORWEST EQUITY PARTNERS VIII, LP

  
	
   

  	
   

  
	
   

  	
  By: Itasca Partners VIII, LLC

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven M. Farsht

  
	
   

  	
  Name:
  

  	
  Steven M. Farsht

  
	
   

  	
  Title: 

  	
  Member

  



 


 


Signature Page to
Registration Rights Agreement


 

















 


	
   

  	
  MADISON CAPITAL FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  [illegible]

  
	
   

  	
  Title: 

  	
  Managing Director

  



 


 


Signature Page to Registration
Rights Agreement


 

















 


	
   

  	
  TOM ADAMS

  
	
   

  	
   

  
	
   

  	
  /s/ Tom Adams

  



 


 


Signature Page to
Registration Rights Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Yvonne Droms

  
	
   

  	
   

  	
  Name: Yvonne Droms

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.


 


 


	
   

  	
  By:

  	
  /s/ Ruth Brunk Stoltzfus

  
	
   

  	
   

  	
  Name: Ruth Brunk Stoltzfus

  
	
   

  	
   

  	
  Kathryn Stoltzfus POW

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Matthew Edwards Schenck

  
	
   

  	
   

  	
  Name: Matthew Edwards Schenck

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this Agreement as
of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Dwayne Martin

  
	
   

  	
   

  	
  Name: Dwayne Martin

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Greg Keim

  
	
   

  	
   

  	
  Name: Greg Keim

  



 


 


Signature Page for Registration Rights
Agreement


 














 


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Susana Joy Stoltzfus

  
	
   

  	
   

  	
  Name: Susana Joy Stoltzfus

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ J. Gary Neff

  
	
   

  	
   

  	
  Name: J. Gary Neff

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Ruth Stoltzfus Jost

  
	
   

  	
   

  	
  Name: Ruth Stoltzfus Jost

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Timothy Jost

  
	
   

  	
   

  	
  Name: Timothy Jost

  



 


 


	
   

  	
  By:

  	
  /s/ Ruth Jost

  
	
   

  	
   

  	
  Name: Ruth Jost

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Michael Silverman

  
	
   

  	
   

  	
  Name: Michael Silverman

  



 


 


Signature Page for
Registration
Rights Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Helen
  Stoltzfus

  
	
   

  	
   

  	
  Name: Helen
  Stoltzfus

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ John
  Fairfield

  
	
   

  	
   

  	
  Name: John
  Fairfield

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Kathryn
  Fairfield

  
	
   

  	
   

  	
  Name: Kathryn
  Fairfield

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Emily Shenk

  
	
   

  	
   

  	
  Name: Emily Shenk

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


ANNE HELLER
HESS STOLTZFUS IRREVOCABLE TRUST


 


 


	
   

  	
  By:

  	
  /s/ Kathryn Anne
  Stoltzfus-Dueck

  
	
   

  	
   

  	
  Name: Kathryn
  Anne Stoltzfus-Dueck

  
	
   

  	
   

  	
  Title: Trustee

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Laura Marie
  Stoltzfus LeGoff

  
	
   

  	
   

  	
  Name: Laura Marie
  Stoltzfus LeGoff

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Kathryn Anne
  Stoltzfus-Dueck

  
	
   

  	
   

  	
  Name: Kathryn
  Anne Stoltzfus-Dueck

  



 


 


Signature
Page for Registration Rights Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Eugene
  Stoltzfus

  
	
   

  	
   

  	
  Name: Eugene
  Stoltzfus 

  



 


 


Signature Page for Registration Rights
Agreement


 

















 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Rose Shenk

  
	
   

  	
   

  	
  Name: Rose Shenk

  



 


 


Signature
Page for Registration Rights Agreement