Execution copy

SECOND AMENDED AND RESTATED 
INVESTOR RIGHTS AGREEMENT

THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement") is made as of the 17^th day of January, 2007, by and between Bright cove Inc., a Delaware corporation (the "Company"), each of the investors listed on Schedule A hereto from time to time (each, an "Investor" and, collectively, the "Investors"), and Jeremy Allaire (the "Founder").

RECITALS

WHEREAS, the Company, certain of the Investors, Maven Networks, Inc. ("Maven") and the Founder entered into an Amended and Restated Investor Rights Agreement dated as of November 21, 2005 (the "Prior Agreement"), in connection with the purchase by such Investors (the "Series B Purchasers") of the Company's Series B Convertible Preferred Stock, $0.001 par value per share (the "Series B Preferred Stock");

WHEREAS, pursuant to the Series C Convertible Preferred Stock Purchase Agreement of even date herewith (the "Purchase Agreement") certain purchasers (the "Series C Purchasers") of the Company's Series C Convertible Preferred Stock, $0.001 par value per share (the "Series B Preferred Stock") have agreed that the execution of this Agreement is a condition to the sale of the Series C Preferred Stock;

WHEREAS, pursuant to Section 6.7 of the Prior Agreement, the Prior Agreement may be amended by a written instrument executed by (i) the Requisite Investors (as defined therein) and (ii) the Company; and

WHEREAS, in order to induce the Series C Purchasers to enter into the Purchase Agreement and in order to provide the Series C Purchasers with certain rights contained in the Prior Agreement, the Requisite Investors (as defined in the Prior Agreement) and the Company desire to amend and restate the Prior Agreement in its entirety to read as set forth in this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Definitions. For purposes of this Agreement:

The term "Affiliate" shall mean with respect to any individual, corporation, partnership, association, trust, or any other entity (in each case, a "Person"), any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person.

The term "Board" means the Board of Directors of the Company.

The term "Common Stock" shall mean shares of the Company's common stock, par value $0.001 per share.

The term "Deemed Liquidation Event" shall have the meaning assigned to such term in the Company's Certificate of Incorporation, as the same may be amended and restated from time to time.

The term "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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

The term "GAAP" shall mean U. S. generally accepted accounting principles. The term "Holder" shall mean any Person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 2.12 hereof; provided, however, that neither the Founder, nor any of his transferees or assigns shall be deemed a Holder for purposes of registrations effected pursuant to Sections 2.1 or 2.11 hereof.

The term "Immediate Family Member" shall mean a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a person referred to herein.

The term "Initiating Holders" means, collectively, any Holders who properly initiate a registration request under this Agreement.

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