NXP B.V. STOCKHOLDERS AGREEMENT

Exhibit 10.1

NXP B.V.

STOCKHOLDERS AGREEMENT

T ABLE OF C ONTENTS

i

T ABLE OF C ONTENTS

(C ONTINUED )

ii

T ABLE OF C ONTENTS

(C ONTINUED )

ATTACHMENTS

iii

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this “ Agreement ”) is by and between DSP Group, Inc. , a Delaware corporation (the “ Company ”), and NXP B.V., a limited liability company incorporated under the laws of the Netherlands (the “ Purchaser ”). The rights and obligations of the parties under this Agreement will not become effective until the Closing Date (as defined in the Master Agreement).

WHEREAS, pursuant to a Share and Business Sale Agreement, by and among the Company, an affiliate of the Company and the Purchaser (the “ Master Agreement ”), the Purchaser has agreed to accept, and the Company has agreed to deliver to the Purchaser, shares of the Common Stock of the Company, par value $0.001 per share (the “ Common Stock ”), as partial consideration for the Group to be sold to an affiliate of the Company by the Purchaser pursuant to the Master Agreement;

WHEREAS, the parties hereto desire to set forth certain terms and conditions applicable to, among other things, the acquisition, ownership and disposition of Common Stock and securities (including, without limitation, options, warrants, convertible or exchangeable securities or indebtedness, and other rights) convertible into, exchangeable for or exercisable for, directly or indirectly, Common Stock (whether at the time of issue or upon the passage of time or the occurrence of some future event) (collectively, “ Company Securities ”); and

WHEREAS, terms used herein without definition shall have the respective meanings given them in the Master Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties hereto, intending to be legally bound, agree as follows:

(a) The Company shall take all corporate action necessary to appoint to the Board of Directors of the Company (the “ Company Board ”), promptly upon the closing of the purchase and sale to the Purchaser of the Common Stock pursuant to the Master Agreement (the “ Closing ”), an individual designated by the Purchaser (such person, the “ Purchaser Board Designee ”). The Purchaser Board Designee shall have an initial term on the Company Board ending at the Company’s 2009 annual meeting of stockholders (a “ Class III Director ”), and thereafter shall be subject to election by the Company’s stockholders.

(b) The Purchaser Board Designee shall be entitled to serve as a member of the Company Board through the expiration of the initial term specified in the preceding paragraph (a) so long as the Purchaser, its Subsidiaries, Assignees and Covered

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Affiliates collectively shall own beneficially at least fifty percent (50%) of the Common Stock purchased by the Purchaser pursuant to the Master Agreement, as adjusted as appropriate for any subsequent stock split or reverse stock split or other similar action (the “ Ownership Threshold ”). If at any time during such initial term the Purchaser, its Subsidiaries, Assignees and Covered Affiliates collectively shall cease to own beneficially Common Stock at least equal to the Ownership Threshold, the Purchaser shall, upon the request of the Company, cause the Purchaser Board Designee to resign from the Company Board.

Following the expiration of the initial term of the Purchaser Board Designee as provided in Section 1.1(a) above, until such time as the Purchaser, its Subsidiaries, Assignees and Covered Affiliates collectively no longer beneficially own Company Securities at least equal to the Ownership Threshold, the Company shall take all corporate action necessary to nominate for election to the Company Board as a Class III Director an individual appointed by the Purchaser (the “ Purchaser Board Nominee ”), and to recommend to the Company stockholders the Purchaser Board Nominee’s election to the Company Board as a Class III Director with such equivalent efforts as for other nominees to the Company Board recommended by the Company.

The Purchaser Board Designee and the Purchaser Board Nominee, as a condition to his or her appointment or nomination, and prior to attending any meeting of the Company Board or any committee thereof, shall execute a confidentiality agreement in substantially the form set forth in Exhibit B hereto, and agree to comply with the Company’s Code of Business Conduct and Ethics and other policies that apply to the members of the Company Board generally; provided , that the Purchaser Board Designee and Purchaser Board Nominee may disclose information to its agents or Affiliates as provided in such confidentiality agreement.

In the event that the Purchaser Board Designee or any Purchaser Board Nominee ceases to serve as a member of the Company Board during such individual’s term of office for any reason and at such time the Purchaser would have the right to a designation hereunder if an election for the resulting vacancy were to be held, the director to fill such vacancy shall be designated by the Purchaser, subject to the requirements provided herein for any such designee.

(a) During the period commencing on the Closing Date and ending on the earlier of (i) the fifth anniversary of the Closing Date, (ii) six months after the date that

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the Purchaser no longer possesses the right to nominate a Purchaser Board Nominee, and (iii) a Change of Control (the “ Standstill Period ”), except as (x) specifically permitted by this Agreement or (y) specifically requested in writing in advance by the Company upon the approval of the Company Board (without any prior solicitation or request or other act encouraging the delivery of such a writing having been made to the Company or the Company Board or otherwise having been publicly made), the Purchaser shall not and, to the extent the Purchaser has provided any Affiliate with Confidential Information that was provided or made available by the Company or its Affiliates to the Purchaser Board Designee or Purchaser Board Nominee, as the case may be, in his or her capacity as such (a “ Covered Affiliate ”), ensure that such Covered Affiliate, as well as any Subsidiary of the Purchaser and Assignee, shall not, in any manner, directly or indirectly

(i) acquire, or offer or agree to acquire, or make any proposal or indicate any interest with respect to the acquisition of, directly or indirectly, by purchase or otherwise, any assets or property of the Company or its Subsidiaries or any Company Securities; provided , that the foregoing limitation shall not prohibit the acquisition of securities of the Company or any of its Subsidiaries issued as dividends or as a result of stock splits and similar reclassifications of Common Stock held by the Purchaser at the time of such dividend, split or reclassification; and provided , further , that the foregoing limitation shall not prohibit the purchases of goods and services in the ordinary course;

(ii) solicit proxies or consents or become a “participant” in a “solicitation” (as such terms are defined or used in Regulation 14A under the Exchange Act) of proxies or consents with respect to any Company Securities, or initiate or become a participant in any stockholder proposal or “election contest” (as such term is defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or induce others to initiate the same, or otherwise seek to advise or influence any Person with respect to the voting of any Company Securities;

(iii) take any action for the purpose of calling a stockholders’ meeting of the Company;

(iv) make any proposal or any public announcement relating to, or submit to the Company or any of its directors, officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates any proposal for, a tender or exchange offer for Company Securities that would result in the Purchaser (together with its Covered Affiliates) exceeding the Stock Limitation or a merger, business combination, sale of assets, liquidation, restructuring, recapitalization or other extraordinary corporate transaction relating to the Company or any of its Subsidiaries or take any action that might require the Company or any of its Subsidiaries to make any public announcement regarding any of the foregoing, provided that nothing set forth in this Section 2.1(a)(iv) shall prohibit or restrict the Purchaser from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Securities

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otherwise permitted by this Agreement, and provided , further , that in so doing, the Purchaser may make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act;

(v) deposit Company Securities held by it into a voting trust or subject any such securities to voting agreements (except for this Agreement and except for any such agreement among the Purchaser and any or all of its Covered Affiliates who may hold such securities), or grant any proxy with respect to any such securities to any person not designated by the Company;

(vi) except to the extent contemplated by this Agreement, form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) for the purpose of acquiring, holding, voting or disposing of Company Securities or taking any other actions restricted or prohibited under clauses (i) through (v) above;

(vii) disclose to any Person any intention, plan or arrangement inconsistent with the foregoing;

(viii) advise, assist or encourage any other Person in connection with any of the foregoing;

(ix) enter into any discussions, negotiations, arrangements or understandings with any other Person with respect to, or aid, abet or encourage any action prohibited by, any of the foregoing;

(x) make (publicly or to the Company or any of its directors, officers, representatives, trustees, employees, attorneys, advisors, agents, Subsidiaries or security holders, directly or indirectly) any request or proposal to amend, waive or terminate any provision of this Section 2 or any inquiry or statement relating thereto; or

(xi) act, alone or in concert with others, to seek to control or influence in any material respect the management or policies of the Company (beyond the actions of the Purchaser Board Designee or any Purchaser Board Nominee in his or her role as such and while serving as a member of the Company Board ).

References in this Section 2.1 to the “acquisition” of securities, or any derivation of such term, shall include, without limitation, any acquisitions deemed to be purchases for purposes of Section 16 of the Securities Act.

(b) Notwithstanding the provisions of Section 2.1(a), from and after the date six months following the Closing, the Purchaser and its Covered Affiliates may acquire Company Securities through open market and privately negotiated purchases or otherwise if, and only to the extent that, after the acquisition thereof the Purchaser and its

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Covered Affiliates collectively would beneficially own in the aggregate no more than the number of shares of Common Stock purchased by the Purchaser pursuant to the Master Agreement, as adjusted for any stock dividends, combinations, splits or similar events (such limitation being the “ Stock Limitation ”). For purposes of clarification, the parties agree that under no circumstances shall the Purchaser or any of its Covered Affiliates, prior to the date six months following the Closing, acquire any securities of the Company in any manner, other than the Common Stock purchased pursuant to the Master Agreement or as specifically permitted pursuant to Section 2.1(a).

(c) The Stock Limitation shall not be exceeded in violation of Section 2.1(b) or any other provision of this Agreement if the percentage of the Common Stock beneficially owned by the Purchaser and its Covered Affiliates collectively is increased as a result of corporate action taken solely by the Company and not caused by any action taken by the Purchaser or any of its Covered Affiliates, provided , that neither the Purchaser nor any of its Covered Affiliates shall thereafter acquire beneficial ownership of any additional Company Securities unless such acquisition would not result in the Purchaser and its Covered Affiliates beneficially owning outstanding shares of Common Stock of the Company in excess of the Stock Limitation.

(d) Nothing contained in this Section 2 shall be deemed to (i) restrict the manner in which the Purchaser Board Designee or any Purchaser Board Nominee elected to the Company Board may participate in deliberations or discussions of the Company Board or individual consultations with the Chairman of the Company Board or any other members of the Company Board or management, so long as such actions do not otherwise violate any provision of Section 2.1(a), (ii) prohibit or restrict the Purchaser from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Securities otherwise permitted by this Agreement, or (iii) prohibit or restrict the Purchaser or any of its Covered Affiliates from exercising any registration rights pursuant to Section 4 of this Agreement.

(a) At all times prior to the termination of the restrictions of Section 2.1 above, in the event that the Purchaser or any of its Covered Affiliates wishes to purchase additional Company Securities, the Purchaser will give the Company written notice of such intention two (2) Business Days prior to the date the Purchaser or any such Covered Affiliate purchases or agrees to purchase any such securities, provided that in the event such prior notice is commercially unreasonable under the circumstances, the Purchaser shall give such notice promptly following such purchase or agreement to purchase.

(b) The Purchaser shall not, and shall take commercially reasonable efforts to ensure that its Covered Affiliates do not, make any purchase or other acquisition of Company Securities other than in compliance with all Requirements of Law.

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At all times prior to the termination or lapsing of the restrictions of Section 2.1 above, the Purchaser shall take all action as may be required so that all Company Securities owned by the Purchaser and its Subsidiaries and Assignees are voted with respect to all matters to be voted on by stockholders of the Company, either (A) in accordance with the recommendations of the Company Board, or (B) for or against any such matter in the same proportion as the shares owned by all other stockholders of the Company (excluding the Purchaser and each of its Subsidiaries and Assignees that is a stockholder of the Company) are voted with respect to such matters. The Purchaser and all Subsidiaries and Assignees of the Purchaser owning any such securities shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all such securities owned by the Purchaser and any such Subsidiary or Assignee may be counted for the purposes of determining the presence of a quorum at such meeting.

Notwithstanding anything in this Agreement to the contrary, (i) legal counsel for the Purchaser at all times shall have the right to confer with legal counsel for the Company regarding the application of the provisions of this Section 2, and (ii) the Purchaser Board Designee and the Purchaser Board Nominee (while serving in such positions) and any member of the Board of Directors or executive officer of the Purchaser may from time to time consult with the Chief Executive Officer of the Company regarding the ownership of Company Securities and other matters regarding the obligations of the Purchaser and its Covered Affiliates under this Section 2, provided , that such consultations pursuant to clauses (i) and (ii) above shall not include any proposal regarding the acquisition of control of the Company by the Purchaser, a Covered Affiliate, a Subsidiary of the Purchaser or an Assignee any proposal for any other action prohibited by this Section 2 or any proposal for the amendment of this Section 2 in contemplation of any such acquisition or other action.

(a) If requested by any underwriter of any offering of securities of the Company registered under the Securities Act, the Purchaser shall not, and shall ensure that its Subsidiaries, Assignees and Covered Affiliates do not, directly or indirectly, sell, offer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, warrant or right to purchase, or otherwise dispose of or transfer, or enter into any swap or other agreement or any arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership in (any such action, a “ Transfer ”), any Company Securities held by it or them, during the period consisting of two (2) Business Days prior to and two (2) Business Days following the effective date of a registration statement of the Company filed under the Securities Act, except for Company Securities included in such registration, provided that if directors

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and officers of the Company holding Common Stock generally are subject to hold back restrictions of shorter duration, such shorter periods shall apply to the Purchaser and its Subsidiaries, Assignees and Covered Affiliates. If requested, the Purchaser shall enter, and shall ensure that all Subsidiaries, Assignees and Covered Affiliates of the Purchaser holding securities of the Company enter, into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence.

(b) Subject to Section 3.1(e), the Purchaser shall not, and shall ensure that its Subsidiaries, Assignees and Covered Affiliates do not, directly or indirectly, Transfer Company Securities representing more than 1.0% of all outstanding Common Stock to any of the following:

(i) except in accordance with Section 3.3 below, any Person described in Exhibit C (each, a “ Potential Competitor ”); and

(ii) except in accordance with Section 3.3 below, any Person that following such Transfer would (alone or collectively with all Affiliates of such Person) beneficially own more than ten percent (10%) of the outstanding Common Stock.

(c) In order to enforce the foregoing covenants, the Company may impose stop transfer instructions with respect to a transfer of Company Securities that is prohibited by this Agreement.

(d) Any purported Transfers in violation of this Section 3 shall be null and void.

(e) Notwithstanding anything to the contrary contained herein, nothing in Section 3.1(b) or Section 3.3 shall be deemed to restrict the Transfer of Company Securities by the Purchaser (i) to any of its Affiliates or by any such Affiliate to the Purchaser or any other Affiliate of the Purchaser, provided , that all such Affiliates agree in writing to the reasonable satisfaction of the Company to be bound by the provisions of this Agreement (each, an “ Assignee ”), (ii) pursuant to any stock repurchase program of the Company, (iii) pursuant to any tender offer, exchange offer, merger, sale of the Company, reclassification, reorganization, recapitalization or other extraordinary transaction in which stockholders of the Company are offered, permitted or required to participate as holders of any of the Company Securities or (iv) as part of a Public Distribution (subject to the lock-up period provided in Section 3.1(a)) or a Rule 144 Transaction. Further, the restrictions contained in Sections 3.1(a), 3.1(b) and 3.3 shall terminate and be of no further force and effect upon a Change of Control or in the event that a Purchaser Board Designee or Purchaser Board Nominee is no longer serving on the Company Board.

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(a) The Purchaser shall, and shall ensure that its Subsidiaries, Assignees and Covered Affiliates shall, observe and comply with the Securities Act, the Exchange Act and applicable state securities laws, and the rules and regulations promulgated under both, as each is now in effect and as each is from time to time amended, and all other Requirements of Law in connection with any permitted Transfer of Company Securities, including, without limitation, all Requirements of Law relating to the use of insider information or the trading of securities while in the possession of nonpublic information.

(b) In furtherance of the foregoing, and in addition to the restrictions specified above, the Purchaser shall not, and shall ensure that its Subsidiaries, Assignees and Covered Affiliates do not, Transfer any Company Securities unless at such time at least one of the following is satisfied:

(i) a registration statement under the Securities Act covering the Company Securities proposed to be Transferred, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act;

(ii) counsel representing the Purchaser, reasonably satisfactory to the Company, shall have advised the Company in a written opinion letter reasonably satisfactory to the Company and its counsel, and upon which the Company and its counsel may rely, that no registration under the Securities Act would be required in connection with the proposed Transfer; or

(iii) an authorized representative of the SEC shall have rendered written advice to the Purchaser (sought by the Purchaser or counsel to the Purchaser, with a copy thereof and of all other related communications delivered to the Company) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed Transfer.

(a) In addition to the other restrictions provided in this Agreement, the Purchaser shall not Transfer any Company Securities (other than to an Assignee), within two years following the Closing, subject to Section 3.1(e). Prior to Transferring Company Securities representing more than 1.0% of all outstanding common stock of the Company after the expiration of such two year period, subject to Section 3.1(e), the Purchaser will give written notice to the Company of its intention to Transfer Company Securities (as used in this Section 3.3, the “ Sale Notice ”). The Sale Notice will describe either (i) if the Purchaser intends to Transfer Company Securities to any Person that (A) following such Transfer, would (alone or collectively with all Affiliates of such Person) beneficially own more than ten percent (10%) of the outstanding common stock

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of the Company or (B) is a Potential Competitor (any such Transfer pursuant to (A) or (B), a “ Significant Transfer ”), (1) the class and number of Company Securities to be transferred, (2) the minimum consideration for which the Purchaser will Transfer the securities, and (3) the proposed Transferee and, to the extent such information is reasonably available to the Purchaser, the amount of securities of the Company then held by such proposed Transferee, or (ii) in the case of all other proposed Transfers, the class and number of Company Securities proposed to be Transferred, provided that, in the case of clause (ii), such Sale Notice may be given promptly following such Transfer if prior notice would be commercially impractical under the circumstances.

(b) In the event the proposed Transfer is a Significant Transfer, the Company shall have the right, within sixty (60) days after delivery of the Sale Notice, to elect to purchase all (but not less than all) of the Company Securities proposed to be so Transferred (the “ Option Shares ”) on the same terms and subject to the same conditions as those specified in the Sale Notice, exercisable by delivery to the Purchaser of a written notice stating that the Company elects to purchase the Option Shares.

(c) If the Company exercises its rights to purchase the Option Shares pursuant to paragraph (b) above, such purchase shall be consummated on a date selected by the Purchaser and agreed by the Company, provided , that the Company shall not be required to consummate such purchase prior to ninety (90) days following the Company’s delivery of its election notice to the Purchaser. On such date, the Company shall pay to the Purchaser the purchase price according to the terms and conditions set forth in the Sale Notice, and the Purchaser shall deliver to the Company a certificate or certificates evidencing the shares so purchased, provided , that in the event of a Transfer in which the consideration for the Company Securities is property other than cash or instruments of indebtedness, the purchase price will be the fair market value of such property, as determined by an independent third-party appraiser appointed by the Company and approved by the Purchaser, in its reasonable discretion.

(d) If and to the extent the Company fails to exercise its right of first refusal pursuant to paragraph (b) above, the Purchaser may Transfer that number of shares specified in the Sale Notice (but no more and no less than such specified number) solely to the transferee specified in the Sale Notice, provided , that (i) such Transfer is completed within ninety (90) days after the expiration of such period; (ii) such Transfer is made at a price and upon terms no more favorable to the transferee than those specified in the Sale Notice; and (iii) if the proposed Transfer would be a Transfer of five percent (5%) or more of the outstanding shares of Common Stock, or would be to a Person that following such Transfer would beneficially own seven and one-half percent (7.5%) or more of the outstanding Common Stock, the proposed transferee executes and delivers to the Company, prior to receipt of such shares, a written agreement in form and substance satisfactory to the Company to be bound by all the provisions of this Section 3 hereof provided, however, the provisions of this Section 3 shall remain in effect with respect to such transferee so long as such transferee beneficially owns five percent (5%) or more of the Common Stock notwithstanding the fact that a Purchaser Board Designee or Purchaser Board Nominee is no longer serving on the Company Board. In the event that

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the Purchaser has not Transferred such securities within such ninety (90) day period, the Purchaser shall not thereafter Transfer any of such Company Securities without first complying with the procedures set forth in this Section 3.3.

(e) Notwithstanding the foregoing, the rights of first refusal of the Company under this Section 3.3 shall not apply to: (i) any Transfer of Company Securities in a Public Distribution; (ii) any Transfer of Company Securities in a Rule 144 Transaction; (iii) any other Transfer of Company Securities effected on a nationally recognized securities exchange or the Nasdaq Global Market, provided , that, to the knowledge of the Purchaser, no purchaser of such securities (other than the underwriter or placement agent) is purchasing more than one percent (1.0%) of the outstanding Common Stock in any such Transfer; (iv) any Transfer of Company Securities specified in Section 3.1(d); or (v) any pledge of securities made pursuant to a bona fide loan transaction with a financial institution or pursuant to any indenture, credit agreement or similar agreement with respect to debt securities of the Purchaser or its Subsidiaries, that creates a mere security interest, provided that, in the event of any such pledge, the Purchaser shall inform the Company of such pledge prior to effecting it, and provided , further , that the restrictions on other Transfers of Company Securities described herein shall continue in accordance with the terms hereof. For purposes of clarification, the obligation of a transferee of Company Securities to execute and deliver an agreement of the type specified in clause (iii) of paragraph (d) above shall not apply to any Transfers of Company Securities referred to in clauses (i), (ii), (iii) and (iv) of this paragraph (e).

(f) The Company, at its sole discretion, may exercise its rights of first refusal as provided above either directly or through any other Person, and may assign such right to any other Person, provided , that the Company will guarantee the obligation of such Person to purchase the Company Securities subject to the exercise of such rights.

(g) The Purchaser shall ensure that any Subsidiary, Assignee or Covered Affiliate of the Purchaser desiring to Transfer any Company Securities (other than to the Purchaser or any other Subsidiary of the Purchaser) shall comply with the procedures described in this Section 3.3 as if it were the “Purchaser” hereunder. All proposed Transfers by the Purchaser and any of its Subsidiaries, Assignees and Covered Affiliate whom the Purchaser has transferred Company Securities pursuant hereto as part of the same or series of related transactions shall be deemed one Transfer for purposes of determining whether such proposed Transfers constitute a Significant Transfer.

As used in this Agreement, the following capitalized terms have the following meanings:

(a) “ Demand Registration ” shall mean a registration requested by the Holders pursuant to Section 4.2 hereof.

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(b) “ Holders ” shall mean the Purchaser and any transferee of the Purchaser’s rights under this Section 4 as permitted by the terms hereof.

(c) “ Registrable Securities ” shall mean the Common Stock, together with any securities issued or issuable by the Company in respect of any of such securities by way of a distribution or split or in connection with a combination or subdivision of such securities of the Company or a reclassification, recapitalization, merger, consolidation or other reorganization of the Company, provided , that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when:

(i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of under such registration statement;

(ii) such securities shall have been transferred pursuant to Rule 144 promulgated under the Securities Act (“ Rule 144 ”);

(iii) such securities shall have been otherwise transferred or disposed of, and new certificates therefor not bearing a legend restricting further transfer shall have been delivered by the Company, and subsequent transfer or disposition of them shall not require their registration or qualification under the Securities Act or any similar state law then in force; or

(iv) such securities shall have ceased to be outstanding.

(d) “ Shelf Registration Statement ” shall mean a Registration Statement of the Company filed with the SEC on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Registrable Securities, as applicable.

(e) “ Shelf Take-Down ” shall mean any offering of sale of Registrable Securities by a Holder pursuant to a Shelf Registration Statement.

(a) Filing . Subject to the Company’s rights under Section 4.2(c) and the limitations set forth in Section 4.2(d), the Company shall use its reasonable best efforts to file with the SEC prior to the second anniversary of the Closing Date and cause to be declared effective under the Securities Act on or prior to the second anniversary of the Closing Date a Shelf Registration Statement as will permit or facilitate the sale and distribution of the Holders’ Registrable Securities. If, on the date of any such demand, the Company does not qualify to file a Shelf Registration Statement, then the provisions of Section 4.3 hereof shall apply instead of this Section 4.2. In no event shall the Company be required to file, and maintain effectiveness pursuant to Section 4.2(b) of, more than one Shelf Registration Statement.

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(b) Continued Effectiveness. Except as otherwise agreed by the Holders, the Company shall use its reasonable best efforts to keep the Shelf Registration Statement filed pursuant to Section 4.2(a) hereof continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by the Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement and (ii) such shorter period as the majority of the Holders may agree to in writing (such period of effectiveness, the “Shelf Period”).

(c) Suspension of Filing or Registration. If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or equivalent senior executive of the Company, stating that the filing, effectiveness or continued use of the Shelf Registration Statement would require the Company to make an Adverse Disclosure, then the Company shall have a period of not more than ninety (90) days (or such longer period as the Purchaser shall consent to in writing) within which to delay the filing or effectiveness of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by the Holders of such Shelf Registration Statement (in each case, a “ Shelf Suspension ”); provided , however, that, unless consented to in writing by the Purchaser, the Company shall not be permitted to exercise Shelf Suspensions for periods in the aggregate of more than ninety (90) days during any one-year period or one hundred twenty (120) days in any two-year period. In the case of a Shelf Suspension that occurs after the effectiveness of the Shelf Registration Statement, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders upon the termination of any Shelf Suspension, and (i) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or as may reasonably be requested by the Holders of a majority of the Registrable Securities then outstanding.

(d) Underwritten Shelf Take-Downs.

(i) So long as the Holders own Registrable Securities, the majority of Holders may elect in a written demand delivered to the Company (an “ Underwritten Shelf Take-Down Notice ”) to sell Registrable Securities pursuant to a Shelf Registration Statement in the form of an underwritten offering (an “ Underwritten Shelf Take-Down ”), and the Company shall, if so requested, file

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and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable. The Holders shall indicate in such Underwritten Shelf Take-Down Notice whether they intend for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least forty-eight (48) hours (a “ Marketed Underwritten Shelf Take-Down ”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Holders of Registrable Securities under such Shelf Registration Statement and any such Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. The majority of the Holders shall have the right to select the underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided that such underwriter or underwriters shall be reasonably acceptable to the Company.

(ii) With respect to any Underwritten Shelf Take-Down, the right of any Holder to participate 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. The Company shall, together with all Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 4.2, if the underwriter shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten in an Underwritten Shelf Take-Down, then the Company shall so advise all Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of shares of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated (i) first, pro rata among such Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of such Underwritten Shelf Take-Down (or as otherwise agreed by the Holders) and (ii) second, pro rata among any other Persons holding securities of the Company included in such Shelf Registration Statement. No Registrable Securities excluded from a Underwritten Shelf Take-Down by reason of the underwriter’s marketing limitation shall be included in such underwritten offering.

(iii) Notwithstanding the rights and obligations set forth in Section 4.2(d), in no event shall the Company be obligated to take any action to effect more than one (1) Marketed Underwritten Shelf Take-Downs at the request of the majority of the Holders or to effect any Underwritten Shelf Take-Down of Registrable Securities with an anticipated aggregate offering price, net of

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underwriting commissions and discounts, of less than fifteen million dollars ($15,000,000) or, if less, involving the sale of at least fifty percent (50%) of the Registrable Securities. Notwithstanding the foregoing, in the event that the underwriters require that the securities included in any Marketed Underwritten Take-Down be cut back as set forth in the preceding Section 4.2(d)(ii), as a result of which the number of Registrable Securities to be included in such Marketed Underwritten Shelf Take-Down is less than fifty percent (50%) of the number of Registrable Securities requested to be included, then such Marketed Underwritten Shelf Take-Down shall not be counted for purposes of the limit set forth in the preceding sentence.

(a) If, after the second anniversary of the Closing Date, the Company shall receive (i) a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of (A) at least fifty percent (50%) of the aggregate Registrable Securities or (B) Registrable Securities with an anticipated aggregate offering price, net of underwriting commissions and discounts, of at least fifty million dollars ($50,000,000) or (ii) if the Company is eligible to file a registration statement on Form S-3 under the Securities Act, a written request from any Holder or Holders of the Registrable Securities that the Company file a registration statement on Form S-3 under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of fifteen million dollars ($15,000,000), then, in each case, the Company shall, subject to the limitations set forth in this Agreement, (y) promptly following receipt thereof, give written notice of such request to all Holders (the “ Notice of Request for Registration ”) and (z) as soon as practicable, use its reasonable best efforts to effect such registration under the Securities Act covering all Registrable Securities which the Holders request to be registered by notice to the Company within thirty (30) days of the mailing of the Notice of Request for Registration by the Company.

(b) If the Holders initiating the registration request hereunder (“ Initiating Holders ”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to Section 4.3(a) and the Company shall include such information in the Notice of Request for Registration. The underwriter shall be selected by the Initiating Holders, subject to the consent of the Company to such underwriter and its form of underwriting agreement, which consent shall not be unreasonably withheld. In such event, the right of any Holder to include its 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 a majority in interest of the Initiating Holders and such Holder) 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 underwriter or underwriters selected for such underwriting. If any Holder disapproves of the terms of

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the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

(c) Notwithstanding any other provision of this Section 4.3, if the underwriter or underwriters determine, in good faith, that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may limit in their sole discretion the number of Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 4.3(c). The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant to such registration. The Holders of Registrable Securities shall have absolute priority over any other securities requested to be included in such registration and underwriting. The number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated in the following manner (unless otherwise agreed by such Holders):

(i) first, among the Holders of Registrable Securities, in proportion, as nearly as practicable, to the respective amounts of such securities held by such holders and otherwise entitled to be included in such registration;

(ii) second, among holders of other securities in accordance with the terms of their respective registration rights, if any, in each case in proportion, as nearly as possible, to the respective amounts of such securities held by each such holder and otherwise entitled to be included in such registration; and

(iii) third, to any securities proposed to be issued or sold for the account of the Company.

(d) Notwithstanding anything to the contrary in this Section 4.3, in the event that the underwriters require that the securities included in a registration statement be cut back as set forth in the preceding paragr