X0203 3 2009-04-15 0 0001351285 ROSETTA STONE INC RST 0001455786 Norwest Equity Partners VIII, LP 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001462063 Itasca Partners VIII, LLC 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001211893 DEVRIES TIMOTHY C 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001185205 WHALEY JOHN P 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS MN 55402 0 0 1 0 0001211896 LINDAHL JOHN E 3600 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS MN 55402 0 0 1 0 Common Stock 494000 I See Footnote Series A-2 Preferred 171000 I See Footnote All of the shares reported are held directly by Norwest Equity Partners VIII, LP. Itasca Partners VIII, LLC is the general partner of Norwest Equity Partners VIII, LP and has voting and dispositive power over such shares. John Lindahl and Timothy DeVries are managing members of and John Whaley is managing adminstrative member of Itasca Partners VIII, LLC, and may be deemed to share voting or dispositive power over such shares. Messrs. Lindahl, DeVries and Whaley disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Upon the closing of the initial public offering of the issuer, each share of preferred stock will automatically convert into 26 shares of common stock for no additional consideration. Exhibit 24 - Power of Attorney /s/ John P. Whaley, as Managing Administrative Member of Itasca Partners VIII, LLC, for itself and as General Partner of Norwest Equity Partners VIII, L.P. 2009-04-15 /s/ John P. Whaley, as Attorney-in-Fact for John E. Lindahl 2009-04-15 /s/ John P. Whaley, as Attorney-in-Fact for Timothy C. DeVries 2009-04-15 /s/ John P. Whaley 2009-04-15