Waiver and Acknowledgement



 Exhibit 4.4 
 WAIVER AND ACKNOWLEDGMENT UNDER 
 SECOND AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT 
 This Waiver and Acknowledgment (this “Waiver”), dated as of February 27, 2012, is made to the
Second Amended and Restated Investor Rights Agreement, dated as of March 28, 2008, by and among InvenSense, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A thereto (each an “Investor”
and collectively the “Investors”) and Steven Nasiri (the “Founder”), as amended on July 17, 2011 (the “Agreement”). The undersigned, constituting more than two-thirds of the Registrable Securities (as defined in
the Agreement) outstanding as of the date hereof, hereby agree as follows: 
 1. The undersigned hereby waive any right to
receive notice set forth in Section 1.3 of the Agreement with respect to the proposed registration of securities in connection with a public offering within 90 days of the date hereof (the “Follow-On Offering”). 

2. The undersigned hereby waive any right to a modified pro rata allocation of securities under Section 1.5(e) of the Agreement if
the total amount of securities, including Registrable Securities, requested by Holders to be included in the Follow-On Offering exceeds the amount of securities sold, other than by the Company, that the underwriters determine in good faith is
compatible with the success of the offering, such that the right to participate in the Follow-On Offering shall be allocated pro rata in accordance with the total Registrable Securities held by all of the Holders. 

3. The undersigned hereby acknowledge that Morrison & Foerster LLP shall be counsel for the selling Holders in the Follow-On
Offering and agree that the Company shall not be liable under Section 1.7(a) of the Agreement for any legal fees or expenses of the Holders incurred in connection with the Follow-On Offering except such fees or expenses, not to exceed $35,000,
incurred by Morrison & Foerster LLP. 
 4. Terms of Agreement; Conflicting Terms. Except as expressly modified hereby,
all terms, conditions and provisions of the Agreement shall continue in full force and effect. Notwithstanding the foregoing, in the event of any inconsistency or conflict between the Agreement and this Waiver, the terms, conditions and provisions
of this Wavier shall govern and control. For the avoidance of doubt, all references to the “Agreement” in the Agreement shall refer to the Agreement, as modified by this Waiver. 

5. Governing Law. This Amendment is to be construed in accordance with and governed by the internal laws of the State of California
without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. All disputes and controversies arising
out of or in connection with this Waiver shall be subject to resolved exclusively by the federal courts located in the County of Santa Clara, California, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue
shall lie exclusively with such courts 







 4. Counterparts. This Waiver may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 5. Entire Agreement. In
accordance with Section 3.7 of the Agreement, this Waiver shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities, the Company and the Founder (as defined in the Agreement). This
Waiver and the Agreement (as amended) constitute the entire and exclusive agreement between the parties with respect to this subject matter. All previous discussions and agreements with respect to this subject matter are superseded by the Agreement
(as amended) and this Waiver. 
 * * * 







 IN WITNESS WHEREOF, the parties hereto have executed this Waiver to the Agreement as of the
date first set forth above. 
  

	
	INVENSENSE, INC.
	
	/s/ Steven Nasiri
	Steven Nasiri
	Chairman and Chief Executive Officer
	
	ARTIMAN VENTURES, L.P.
	
	By: Artiman, LLC
	Its: General Partner
	
	/s/ Amit Shah
	Amit Shah, Manager
	
	 ARTIMAN VENTURES SIDE FUND, L.P.
  

By: Artiman, LLC
 Its: General Partner

	
	/s/ Amit Shah
	Amit Shah, Manager









	
	PARTECH U.S. PARTNERS IV, LLC
	
	/s/_Vincent Worms
	Name: Vincent Worms
	Title: Managing Member
	
	45TH PARALLEL, LLC
	
	/s/_Vincent Worms
	Name: Vincent Worms
	Title: Managing Member
	
	PAR SF II, LLC
	
	/s/_Vincent Worms
	Name: Vincent Worms
	Title: Managing Member

  

			
	SIERRA VENTURES IX, L.P.
		
	By:	 	/s/ Ben Yu
	Name	 	 Ben Yu

	Title:	 	Manager
	 on behalf of Sierra Ventures Associates IX,
 LLC the General Partner of Sierra Ventures IX, L.P.


  

			
	STEVEN NASIRI
		
	By:	 	/s/ Steven Nasiri
	Name: Steven Nasiri
	
	STEVEN S. NASIRI LIVING TRUST
		
	By:	 	/s/ Steven Nasiri
	Name: Steven Nasiri
	Title:









			
	QUALCOMM Incorporated
		
	By:	 	/s/ Richard F. Grannis
	Name:	 	Richard F. Grannis
	Title:	 	SVP and Treasurer









			
	DOCOMO CAPITAL, INC.
		
	By:	 	/s/ Eisuke Miki
	Name:	 	Eisuke Miki
	Title:	 	President & CEO
	
	INVENTEC APPLIANCES CORPORATION
		
	By:	 	/s/ Arnold Gia-Shuh Jang
	Name:	 	Arnold Gia-Shuh Jang
	Title:	 	Vice President
	
	VENTURETECH ALLIANCE FUND III, LP
		
	By:	 	/s/ James V. Diller, Jr.
	Name:	 	James V. Diller, Jr.
	Title:	 	Managing Member








  

			
	MACNICA INVESTMENT PARTNERS
		
	By:	 	/s/ David Seu
	Name:	 	David Seu
	Title:	 	 As General Partner of Macnica Investment Partners
 STB Investment Corp., Director


  

			
	KEY CAPITAL CORPORATION
		
	By:	 	/s/ Richard A. Stepnowski
	Name:	 	 Richard A. Stepnowski 

	Title:	 	Sup-Controller