ENTROPIC COMMUNICATIONS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.3

ENTROPIC COMMUNICATIONS, INC.

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

June 30, 2007

This Third Amended and Restated Investor Rights Agreement (this “ Agreement ”) is made and entered into effective as of the date of the closing of the transactions contemplated by the Merger Agreement by and among Entropic Communications, Inc., a Delaware corporation (the “ Company ”), the holders of the Company’s Series A Convertible Preferred Stock (the “ Series A Preferred Stock ”) listed on Exhibit A hereto, the holders of the Company’s Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”) listed on Exhibit A hereto, the holders of the Company’s Series C Convertible Preferred Stock (the “ Series C Preferred Stock ”) listed on Exhibit A hereto, the holders of the warrants to purchase shares of Series C Preferred Stock issued to Silicon Valley Bank and Horizon Technology Funding Company II LLC (the “Warrant Holders” ) as described in the Venture Loan and Security Agreement dated April 5, 2007 (the “Loan Agreement” ), and the holders of the Company’s Series D-1 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series D-3 Convertible Preferred Stock (collectively, the “ Series D Preferred Stock ”, and, together with the Series A Preferred Stock, Series B Preferred Stock and the Series C Preferred Stock, the “ Securities ”) to be issued pursuant to the Merger Agreement, as defined below listed on Exhibit A hereto. The holders of the Series A Preferred Stock, Series B Preferred Stock, the Series C Preferred Stock and the purchasers of the Series D Preferred Stock shall be referred to hereinafter as the “ Investors ” and each individually as an “ Investor .”

RECITALS

WHEREAS, the holders of the Series A Preferred Stock, Series B Preferred Stock and the Series C Preferred Stock are parties to that certain Second Amended and Restated Investor Rights Agreement dated as of December 6, 2005, as amended (the “ Prior Rights Agreement ”);

WHEREAS, in connection with the Loan Agreement, the Company has issued one or more warrants (the “Loan Warrants” ) to the Warrant Holders to acquire shares of Series C Preferred Stock, and has agreed to grant to the Warrant Holders registration rights under Section 1 of this Agreement and solely with respect to the shares of the Company’s common stock (the “ Common Stock ”) issuable upon conversion of the shares of Series C Preferred Stock issuable upon exercise of the Loan Warrants (the “ Exercise Shares ”), and the requisite parties to the Investors’ Rights Agreement desire to amend the Investors’ Rights Agreement to add Warrant Holders as “Holders” hereunder and to include the Exercise Shares as “Registrable Securities” hereunder, but only with respect to Section 1 of this Agreement (it being understood that no other rights will be granted to the Warrant Holders under this Agreement);

WHEREAS, in connection with that certain Agreement and Plan of Merger and Reorganization dated as of the date hereof by and among the Company, Raptor Acquisition, Sub, Inc., RF Magic, Inc. and, solely for the purposes of Sections 9 and 10.1 thereof, Mark Foley, as Stockholders’ Representative (the “Merger Agreement” ) certain of the Investors will be issued shares of Series D Preferred Stock and as a condition to such issuance the Company is obligated to extend to such Investors the registration rights, information rights and other rights as set forth herein; and

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WHEREAS, the Company and the Investors desire to enter into this Agreement to amend, restate and replace the rights provided for under the Prior Rights Agreement with the rights set forth in this Agreement. Sections 1.12 and 2.2 of the Prior Rights Agreement provides that any provision of the Prior Rights Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding a majority of the Registrable Securities Then Outstanding (as defined in the Prior Rights Agreement (the “ Required Holders ”)). The undersigned Required Holders hold the required amount of such securities.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

AGREEMENT

1.1 Definitions . For purposes of this Section 1:

(a) Registration . The terms “ register ,” “ registered ,” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (the “ Securities Act ”), and the declaration or ordering of effectiveness of such registration statement.

(b) Registrable Securities . The term “ Registrable Securities ” means: (i) any and all shares of the Company’s common stock (“ Common Stock ”) issued or issuable upon the conversion of the Securities, (ii) the Exercise Shares, and (iii) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, in exchange for or in replacement of, all such shares of Common Stock described in clause (i) of this subsection. The term “ Registrable Securities ” shall exclude in all cases, however, any shares described by (i) or (ii) of this subsection (b) sold by a person in a transaction in which rights under this Section 1 are not assigned in accordance with this Agreement or any shares described by (i) or (ii) of this subsection (b) sold to the public or sold pursuant to Rule 144 promulgated under the Securities Act.

(c) Registrable Securities Then Outstanding . The term “ Registrable Securities Then Outstanding ” shall mean those shares of Common Stock which are Registrable Securities and (1) are then issued and outstanding or (2) are then issuable pursuant to the exercise or conversion of then-outstanding and then-exercisable options, warrants or convertible securities.

(d) Holder . For purposes of this Section 1 and Section 2 hereof, the term “ Holder ” or “ Holders ” means any person or persons owning Registrable Securities who is a party hereto.

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(e) Form S-3 . The term “ Form S-3 ” means such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC (as defined below) which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(f) SEC . The term “ SEC ” means the United States Securities and Exchange Commission.

(g) Offered Stock . The term “ Offered Stock ” means all shares of Preferred Stock (or the Common Stock issued or issuable upon the conversion of such shares) held by an Investor proposed to be the subject of a Transfer.

(h) Transfer . The term “ Transfer ” means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or the Series D Preferred Stock (or the Common Stock issued or issuable upon the conversion of such shares), except (i) any bona fide pledge made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) if such shares are held by a partnership, limited liability company, or trust, (A) to partners, members, officers, employees, and affiliates of such partnership, limited liability company, or trust or any partner, officer or employee of such affiliates (collectively, “ Affiliates ”), (B) to its general or limited partners, stockholders or beneficiaries, or to an entity owned by or organized for the benefit of the general or limited partners, stockholders, officers, directors, employees, Affiliates or beneficiaries of such holder, as applicable, or (C) to an entity that controls, or is controlled by, or is under common control with such partnership or limited liability company, (iii) if such shares are held by a corporation, (A) to Affiliates, (B) to its stockholders, or to an entity owned by or organized for the benefit of the stockholders, officers, directors, employees, Affiliates or beneficiaries of such holder, as applicable, or (C) to an entity that controls, or is controlled by, or is under common control with such corporation, (iv) for a Transfer made by an Investor party to that certain Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement between the Company and the parties thereto dated as of the date hereof, as amended (the “ Co-Sale Agreement ”), pursuant to and in accordance with the right of co-sale provided therein, or (v) in connection with a sale to the public pursuant to a registration statement filed by the Company with the SEC under the Securities Act; provided , that in each of cases (i), (ii), (iii) and (iv) above, each pledgee, transferee or distributee shall, as a condition precedent to such pledge or Transfer, execute either, in the Company’s sole discretion, a counterpart copy of this Agreement or a written acknowledgment that it takes such shares subject to the restrictions and provisions of this Agreement; and provided further , that in each of the cases of (i) and (iii), each pledgee, transferee or distributee is not a competitor of the Company as determined in good faith by the Board of Directors. For purposes of this Section 1.1(h), any subsidiary of a Holder in which such Holder owns at least ninety-five percent (95%) of the voting securities shall not be deemed to be a competitor of the Company. Notwithstanding the foregoing or anything to the contrary contained herein, Freescale Semiconductor, Inc. shall be permitted to transfer its shares of the Company’s securities to Motorola, Inc., provided that, with respect to such securities,

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Motorola, Inc. shall be subject to and bound by the terms of this Agreement, the Second Amended and Restated Voting Agreement between the Company and the parties thereto dated as of the date hereof, as amended, and the Co-Sale Agreement. For the avoidance of doubt, a transfer of Freescale’s shares of the Company’s securities to Motorola shall not be deemed a Transfer for purposes of this Agreement.

1.2 Demand Registration .

(a) Request by Holders . If the Company shall receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities Then Outstanding not earlier than the earlier of (i) three (3) years after the date of the Prior Rights Agreement or (ii) six months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities (or a lesser amount if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Seven Million Five Hundred Thousand Dollars ($7,500,000)) pursuant to this Section 1.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“ Request Notice ”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject to the limitations of this Section 1.2.

(b) Underwriting . If the Holders initiating the registration request under this Section 1.2 (“ Initiating Holders ”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holder and Initiating Holders holding a majority in interest of the Registrable Securities to be included in such registration) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (and reasonably acceptable to holders of a majority of the Registrable Securities proposed to be registered). Notwithstanding any other provision of this Section 1.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided , however , that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.

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(c) Maximum Number of Demand Registrations . The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2 and shall not be obligated to effect such a registration during the six (6) month period after the effective date of the Company’s initial public offering of its securities pursuant to a registration statement filed under the Securities Act.

(d) Deferral . Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 1.2 a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company (the “ Board of Directors ”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided , however , that the Company may not utilize this right more than once in any twelve (12) month period.

(e) Expenses . All registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one (1) counsel for the selling Holder or Holders (the “ Registration Expenses ”) shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 1.2 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering (the “ Selling Expenses ”). Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered; provided , further , however , that if at the time of such withdrawal, (i) the Holders have learned of a material adverse change in the condition, business or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, (ii) the withdrawal relates to the Company exercising its right to defer the registration pursuant to Section 1.2(d), or (iii) the withdrawal is the result of the reduction by the underwriters of greater than fifty percent (50%) of the Registrable Securities sought to be registered by the Holders, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 1.2.

1.3 Piggyback Registrations . The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 1.2 or Section 1.4 of this Agreement or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder

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desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a) Underwriting . If a registration statement under which the Company gives notice under this Section 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first , to the Company, and second , to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Public Offering (as defined in Section 1.11 below) and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members and stockholders of such Holder, or the estates and family members of any such partners, retired partners and members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “ Holder ,” and any pro rata reduction with respect to such “ Holder ” shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included in such “Holder,” as defined in this sentence.

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(b) Expenses . All Registration Expenses incurred in connection with a registration pursuant to this Section 1.3 shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 1.3 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses incurred in connection with a registration pursuant to this Section 1.3.

1.4 Form S-3 Registration . In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

(a) promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so-requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided , however , that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 1.4:

(1) if Form S-3 is not available for such offering by the Holders;

(2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Three Million Dollars ($3,000,000);

(3) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than twice during any twelve (12) month period for a period of not more than ninety (90) days following receipt of the request of the Holder or Holders under this Section 1.4, provided that the Company shall not be entitled to exercise the deferral rights set forth in this Section 1.4(b)(3) to defer two consecutive requests by any Holder or Holders of Registrable Securities that the Company effect a registration on Form S-3 pursuant to this Section 1.4;

(4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for Holders pursuant to this Section 1.4;

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(5) within three (3) months of the effective date of any registration referenced to in Sections 1.2 or 1.3 above, provided that the initiating Holder was permitted to sell Registrable Securities in such prior registration without a reduction in excess of ten percent (10%) of the number of such Holder’s Registrable Securities initially requested by such Holder to be registered in such registration; or

(6) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c) Expenses . Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered pursuant to this Section 1.4 as soon as practicable after receipt of the request(s) of the Holder(s) for such registration. Until such time as two (2) registrations pursuant to this Section 1.4 are declared effective by the SEC, all Registration Expenses shall be borne by the Company and each Holder participating in a registration pursuant to this Section 1.4 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered; provided, however, that if at the time of such withdrawal, (i) the Holders have learned of a material adverse change in the condition, business or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, (ii) the withdrawal relates to the Company exercising its right to defer the registration pursuant to Section 1.4(b)(3) or (iii) the withdrawal is the result of the reduction by the underwriters of greater than fifty percent (50%) of the Registrable Securities sought to be registered by the Holders, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 1.4. Following the second registration pursuant to this Section 1.4 which is declared effective by the SEC, the Holders who wish to participate in a Form S-3 registration shall pay all Registration Expenses and Selling Expenses incurred in connection with each subsequent registration requested pursuant to this Section 1.4. The obligation of the Holders participating in a Form S-3 registration to pay such Registration Expenses and Selling Expenses shall be several and not joint and in such proportion so that each Holder is responsible for the portion of the expenses represented by the percentage that the number of the Registrable Securities of such Holder offered by and sold under the registration statement bears to the total number of all Registrable Securities offered by and sold under such registration statement.

(d) Not A Demand Registration . Form S-3 registrations shall not be deemed to be demand registrations as described in Section 1.2 above.

1.5 Obligations of the Company . Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to ninety (90) days;

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(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(c) furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration;

(d) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed that, as a condition to the Company’s obligations under this clause (e), each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement);

(f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and

(g) furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

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1.6 Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 1.2, 1.3 or 1.4 hereof that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the registration of their Registrable Securities.

1.7 Delay of Registration . No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.8 Indemnification . In the event any Registrable Securities are included in a registration statement under Sections 1.2, 1.3 or 1.4 hereof:

(a) By the Company . To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, directors and attorneys of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the “ Exchange Act ”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “ Violation ”):

(i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, partner, member, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this subsection 1.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder.

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(b) By Selling Holders . To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each of its attorneys, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, members, directors or officers or any person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, attorney, controlling person, underwriter or other such Holder, partner, member or director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, attorney, controlling person, underwriter or other Holder, partner, member, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this subsection 1.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further , that the total amounts payable in indemnity by a Holder under this Section 1.8(b) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.

(c) Notice . Promptly after receipt by an indemnified party under this Section 1.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party to the extent of such prejudice under this Section 1.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8.

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(d) Defect Eliminated in Final Prospectus . The foregoing indemnity agreements of the Company and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the “ Final Prospectus ”), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus (i) was furnished to the indemnified party, (ii) would have cured the Violation, and (iii) was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. Notwithstanding the foregoing, if the offering is an underwritten offering, the foregoing indemnity agreements shall continue to inure to the benefit of such indemnified party to the extent such party is unable to receive indemnification from the underwriters of such offering.

(e) Contribution . In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 1.8 but it is judicially determined by a court of competent jurisdiction that such indemnification may not be enforced in such case notwithstanding the fact that this Section 1.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 1.8; then, and in each such case, the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by such indemnified party with respect to such loss, liability, claim, damage or expense in the proportion that is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided , however , that, in any such case, (A) no such Holder will be required to contribute any amount in excess of the net proceeds of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

(f) Survival . The obligations of the Company and Holders under this Section 1.8 shall survive the completion of any offering of Registrable Securities in a registration statement, and otherwise.

1.9 “ Market Stand-Off” Agreement . Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of or engage in any other transaction regarding any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than to donees, partners, members or stockholders of the Holder who agree to be similarly bound) for up

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to (i) one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act relating to the Initial Public Offering; provided , however , that, all executive officers and directors of the Company and holders of greater than one percent (1%) of the Company’s outstanding Common Stock (on an as-converted basis) (“ One Percent Stockholders” ) then holding Common Stock of the Company enter into similar agreements.

In order to enforce the foregoing covenant, (i) the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 1.9 and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period and (ii) the Holder agrees to execute an agreement requested by the Company and/or underwriter; provided , however , that all executive officers and directors of the Company and One Percent Stockholders then holding Common Stock of the Company enter into similar agreements and provided , further , that such agreement shall (a) contain a definitive termination date that is no more than one hundred eighty (180) days from the effective date of such registration statement, (b) not prevent a Holder from disposing of another company’s stock solely because such other company operates a similar business to the Company, (c) if the Company’s registration statement has not been declared effective under the Securities Act, terminate no later than two hundred seventy (270) days following the date such agreement is signed and delivered by the Holder to the Company and/or underwriter and (d) in the event any of the shares of the Common Stock, excluding any shares which are to be included in such registration, held by the officers, directors and/or the One Percent Stockholders then holding Common Stock are released by the underwriters from the lock-up restrictions set forth in similar agreements, permit a number of shares of the Common Stock held by a Holder, which number shall be equal to the largest number of shares of the Common Stock which were released from the lock-up provisions by the underwriters for an individual officer, director and/or One Percent Stockholder, to be released immediately from any remaining lock-up restrictions provided by such agreement.

1.10 Rule 144 Reporting . With a view to making available the benefits of certain rules and regulations of the SEC, which may at any time permit the sale of the Registrable Securities to the public without registration, after such time as a public market exists for the Common Stock of the Company the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) as long as a Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after ninety (90) days after the effective

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date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent annual or quarterly report of the Company and such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration (at any time after the Company has become subject to the reporting requirements of the Exchange Act).

1.11 Termination of the Company’s Obligations Under this Section 1 . The Company shall have no obligations pursuant to Sections 1.2, 1.3 and 1.4 with respect to: (i) any request or requests for registration made by any Holder on a date more than two (2) years after the closing date of the first firmly underwritten public offering of Common Stock of the Company pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, on the terms and conditions approved by the Board of Directors (an “ Initial Public Offering ”); or (ii) any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 1.2, 1.3 or 1.4 if, after the Initial Public Offering, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may be sold in a three-month period without registration under the Securities Act pursuant to Rule 144 under the Securities Act and such Holder owns less than 1% of the Common Stock.

1.12 Limitations on Subsequent Registration Rights . From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities Then Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that provides such holder or prospective holder with registration rights superior to or on a parity with the registration rights provided to the Investors pursuant to this Section 1.

2.1 Assignment . Notwithstanding anything herein to the contrary, the registration rights of a Holder under Section 1, the Investors’ right of first refusal under Section 3, the Company and the Investors’ right of first refusal under Section 4 and the information or other rights under Section 5, if applicable, may be assigned only to (i) a party who acquires at least the lesser of all of the Registrable Securities held by the transferor or One Million (1,000,000) such shares (as adjusted for stock splits, stock dividends, recapitalizations and the like), (ii)(A) a stockholder, an entity that controls, is controlled by, or is under common control with a Holder that is a corporation, partner, member, or beneficiary of such Holder; (B) a spouse, child, parent or beneficiary of the estate of such Holder or (C) a trust for the benefit of the persons set forth in (A) or (B) or (iii) a subsidiary, parent, general partner, limited partner, retired partner, member, retired member, affiliated fund or other Affiliate of a Holder; provided , however , that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name, address and tax identification number of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 2 and that such assignee is not a competitor of the Company, as determined on good faith by the Board of Directors.

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2.2 Amendment of Rights; Waiver . Subject to Section 2.3, any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding a majority of the Registrable Securities Then Outstanding. Any amendment or waiver effected in accordance with this Section 2.2 shall be binding upon each Investor, each Holder, each permitted successor or assignee of such Investor or Holder and the Company. Notwithstanding the foregoing, no amendment will be effective against an Investor or Holder without such Investor’s or Holder’s prior written consent if such amendment would (i) impose any new obligations or liabilities not expressly contemplated by this Agreement on, or materially increase any existing liabilities or obligations under this Agreement of, an Investor or Holder, or (ii) eliminate or alter such Investor’s or Holder’s observer rights provided in Section 5.