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Rosetta Stone Inc. Announces Filing of Registration Statement for Public Offering of Common Stock

2009 August, 10

Rosetta Stone Inc. (NYSE:RST) announced today that it has filed a registration statement with the Securities & Exchange Commission for a proposed public offering of common stock. ABS Capital Partners, Norwest Equity Partners VIII and other selling stockholders are offering an aggregate of 4,045,000 shares. The Company will also be offering 40,000 shares in order to cover expenses related to the offering. An additional 612,750 shares may be purchased by the underwriters from the selling stockholders to cover underwriters’ over-allotments.

Morgan Stanley & Co. Incorporated and William Blair & Company, L.L.C. are acting as joint book-running managers for the offering. Jefferies & Company, Inc., Piper Jaffray & Co., Robert W. Baird & Co. Incorporated and Lazard Capital Markets LLC are the co-managers of the offering.

The public offering is being made only by means of a prospectus, copies of which may be obtained, when available, from either:

Morgan Stanley & Co. Incorporated, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York, 10014, telephone (866) 718-1649, or by e-mailing prospectus@morganstanley.com ; or William Blair & Company, L.L.C., Attention: Prospectus Department, 222 West Adams, Chicago, Illinois 60606, telephone (800) 621-0687.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but not yet been declared effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Rosetta Stone Inc.

Rosetta Stone Inc. is a leading provider of technology-based language learning solutions consisting of software, online services and audio practice tools, primarily under the Rosetta Stone brand. Rosetta Stone offers its self-study language learning solutions in 31 languages. Its customers include individuals, educational institutions, armed forces, government agencies and corporations.

Source: Rosetta Stone Inc.

Investor Contact:
Christopher Martin, +1 703 387 5927
cmartin@rosettastone.com

or

Media Contact:
Rebecca Barr, +44 (0) 207 492 9000
rbarr@rosettastone.com