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                                                                     EXHIBIT 4.4

                         REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement") is entered into as of
March 10, 2000 by and between ROGUE WAVE SOFTWARE, INC., a Delaware corporation
(the "Company"), and INTEL 64 FUND, LLC (together with its successors and
permitted assigns, the "Purchaser").

     WHEREAS, the Purchaser has agreed to purchase shares of the Company's
Common Stock, $.001 par value per share (the "Common Stock"), pursuant to that
certain Stock Purchase Agreement between the Company and the Purchaser of even
date herewith (the "Stock Purchase Agreement").

     WHEREAS, in connection with such purchase, the Company and the Purchaser
desire to enter into certain arrangements with respect to the registration for
public sale under the Securities Act of 1933, as amended (the "Securities Act"),
of the Common Stock.

     NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
hereby agree as follows:

     1.   Definitions.
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          1.1  "Commission" shall mean the Securities and Exchange Commission or
                ----------
any other federal agency at the time administering the Securities Act.

          1.2  "Company" shall mean Rogue Wave Software, Inc., a Delaware
                -------
corporation.

          1.3  "Common Shares" shall mean the shares of common stock, par value
                -------------
$.001 per share, authorized by the Company's Certificate of Incorporation and
any additional shares of common stock which may be authorized in the future by
the Company, and any stock into which such Common Shares may hereafter be
changed.

          1.4  "Public Offering" shall mean any offering of Common Shares to the
                ---------------
public, either on behalf of the Company or any of its security holders, pursuant
to an effective registration statement under the Securities Act.

          1.5  "Purchaser" shall mean Intel 64 Fund, LLC, together with its
                ---------
successors and permitted assigns.

          1.6  "Registrable Securities" shall mean (a) the Common Stock and (b)
                ----------------------
any additional securities issued with respect to the above-described securities
upon any stock split, stock dividend, recapitalization, or similar event.  A
portion of Registrable Securities shall cease

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to be Registrable Securities when (x) a registration statement with respect to
the sale of such portion of securities shall have been declared effective under
the Securities Act and such portion of securities shall have been disposed of in
accordance with such registration statement, (y) such portion of securities
shall be eligible to be distributed pursuant to Rule 144 under the Securities
Act in a single three-month period by the holder thereof or (z) such portion of
securities shall have ceased to be outstanding.

          1.7  "Registration Expenses" shall mean the expenses described in
                ---------------------
Section 6.

          1.8  "Securities Act" shall mean the Securities Act of 1933, as
                --------------
amended.

          1.9  "Common Stock" shall mean the outstanding shares of common stock
                ------------
of the Company, $.001 per share, purchased by Purchaser pursuant to the Stock
Purchase Agreement.

          1.10 "Stock Purchase Agreement" shall meant that certain Stock
                ------------------------
Purchase Agreement of even date herewith, by and between the Company and the
Purchaser relating to the purchase of Common Stock by the Purchaser.

     2.   Demand Registration.
          -------------------

          2.1  Subject to Sections 2.3, 2.4 and 2.5, if at any time after twelve
months has elapsed from the date of the closing of the transactions contemplated
by the Stock Purchase Agreement, the Company shall receive a written request
therefor from holder or holders of Registrable Securities, the Company shall
prepare and file a registration statement under the Securities Act covering such
number of Registrable Securities as are the subject of such request, the minimum
number of which shall not be less than the equivalent of $1,000,000 of such
securities' fair market value, and shall use commercially reasonable efforts to
cause such registration statement to become effective; provided that the holder
or holders of no less than all of the Registrable Securities shall have the
right to request the Company to prepare and file a registration statement
pursuant to this Section 2.1 at any time after six months has elapsed from the
date of the closing of the transactions contemplated by the Stock Purchase
Agreement if the Company does not qualify for the use of Form S-3 or any similar
registration form then in force.  Upon the receipt of a registration request
meeting the requirements of this Section 2.1, the Company shall promptly give
written notice to all other record holders of Registrable Securities that such
registration is to be effected.  The Company shall include in such registration
statement such additional Registrable Securities as such other record holders
request in writing within thirty (30) days after the date of the Company's
written notice to them.  If (a) the holders of a majority of the Registrable
Securities for which registration has been requested pursuant to this Section
2.1 determines for any reason not to proceed with the registration at any time
before the related registration statement has been declared effective by the
Commission, (b) such registration statement, if

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theretofore filed with the Commission, is withdrawn and (c) the holders of the
Registrable Securities subject to such registration statement agree to bear
their own Registration Expenses incurred in connection therewith and to
reimburse the Company for the Registration Expenses incurred by it in such
connection or if such registration statement, if theretofore filed with the
Commission, is withdrawn at the initiative of the Company, then the holders of
the Registrable Securities shall not be deemed to have exercised their demand
registration right pursuant to this Section 2.1.

          2.2  At the request of the holders of a majority of the Registrable
Securities to be registered, the method of disposition of all Registrable
Securities included in such registration shall be an underwritten Public
Offering.  The managing underwriter of any such Public Offering shall be
selected by the Company.  If in the good faith judgment of the managing
underwriter of such Public Offering, the inclusion of all of the Registrable
Securities the registration of which has been requested would interfere with
their successful marketing, the number of Registrable Securities to be included
in the underwritten Public Offering may be reduced in the discretion of the
managing underwriter pro rata, among the requesting holders thereof in
proportion to the number of Registrable Securities included in their respective
requests for registration, provided, however, that the number of Shares of
                           --------  -------
Registrable Securities shall not be reduced unless and until the Shares to be
offered by any other holder of securities are first excluded from such
registration. Registrable Securities that are so excluded from such underwritten
Public Offering shall be withheld from sale by the holders thereof for such
period, not exceeding one hundred and twenty (120) days, as the managing
underwriter reasonably determines is necessary to effect such Public Offering.

          2.3  The Company shall be obligated to prepare, file and cause to be
effective not more than two (2) registration statements pursuant to Section 2.1.

          2.4  Notwithstanding the foregoing, in the event that prior to the
preparation and filing of any registration statement requested pursuant to
Section 2.1 or Section 4, there is (a) material non-public information regarding
the Company which the Board of Directors reasonably determines to be in the best
interests of the Company not to disclose or (b) a significant business
opportunity (including but not limited to the acquisition or disposition of
assets other than in the ordinary course of business or any merger,
consolidation, tender offer or other similar transaction available to the
Company which the Board of Directors reasonably determines to be in the
Company's best interests not to disclose, the Company may delay initiating the
preparation and filing of such registration statement for a period not to exceed
ninety (90) days until such time as either of the events in clauses (a) or (b)
no longer exists; provided however, that the Company may not utilize this right
under this Section and Section 5.12 for more than an aggregate of ninety (90)
days in any twelve (12) month period.

          2.5  Notwithstanding anything to the contrary contained herein, at any
time within thirty (30) days after receiving a demand for registration pursuant
to Section 2.1 or Section 4, the Company may elect to effect an underwritten
primary registration in lieu of the requested registration.  If the Company so
elects, the Company shall give prompt written notice to all holders of
Registrable Securities of its intention to effect such a registration and shall
afford such holders the rights contained in Section 3 with respect to
"piggyback" registrations.  In such event, the demand for registration pursuant
to Section 2.1 or Section 4 shall be deemed to have been withdrawn.

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     3.   Piggyback Registration.
          ----------------------

          3.1  At any time from the date of the closing of the transactions
contemplated by the Stock Purchase Agreement, each time the Company shall
determine to proceed with the actual preparation and filing of a registration
statement under the Securities Act in connection with the proposed offer and
sale for money of any of its securities by it or any of its security holders
(other than a registration statement on Form S-8, Form S-4 or other limited
purpose form), the Company will give written notice of its determination to all
record holders of Registrable Securities.  Upon the written request of a record
holder of any Registrable Securities given within 30 days after the date of any
such notice from the Company, the Company will, except as herein provided, cause
all Registrable Securities the registration of which is requested to be included
in such registration statement, all to the extent requisite to permit the sale
or other disposition by the prospective seller or sellers of the Registrable
Securities to be so registered; provided, however, that nothing herein shall
                                --------  -------
prevent the Company from, at any time, abandoning or delaying any registration;
and provided, further, that if the Company determines not to proceed with a
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registration after the registration statement has been filed with the
Commission, and the Company's decision not to proceed is primarily based upon
the anticipated Public Offering price of the securities to be sold by the
Company, the Company shall promptly complete the registration for the benefit of
those selling security holders who wish to proceed with a Public Offering of
their Registrable Securities and who agree to bear all of the Registration
Expenses incurred by the Company as the result of such registration after the
Company has decided not to proceed.  Notwithstanding the foregoing, in the
discretion of the holders of the Registrable Securities to be included in the
registration (provided that such holders are the record holders of at least 51%
of the Registrable Securities), such registration may count as a demand
registration under Section 2.1 (if it otherwise meets the requirements of
Section 2.1) for which the Company will pay all Registration Expenses.

          3.2  If any registration pursuant to Section 3.1 is underwritten in
whole or in part, the Company may require that the Registrable Securities
included in the registration be included in the underwriting on the same terms
and conditions as the securities otherwise being sold through the underwriters.
Notwithstanding the foregoing, in connection with such underwriting the holders
shall not be required to provide representations and warranties regarding the
Company or indemnification of the underwriters for material misstatements or
omissions in the registrations statement or prospectus for such offering other
than misstatements and omissions based on information provided by the holders in
writing specifically for use in the preparation of the registration statement.
If, in the good faith judgment of the managing underwriter of the Public
Offering, the inclusion of all of the Registrable Securities originally covered
by requests for registration would reduce the number of shares to be offered by
the Company or interfere with the successful marketing of the shares offered by
the Company, the number of Registrable Securities to be included in the Public
Offering may be reduced pro rata among the holders of the Registrable Securities
requested to be included in the registration and the holders of other securities
proposed to be included in such registration (other than securities to be issued
by the Company), provided, however, that the remaining number of Registrable
                 --------  -------
Securities held by the holders thereof to be included in the Public Offering
shall not be less than

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30% of the aggregate number of Registrable Securities requested to be included
in such registration.

     4.   Short Form Registration.  Subject to Sections 2.4 and 2.5, in addition
          -----------------------
to the registration rights provided in Sections 2 and 3, if the Company
qualifies for the use of Form S-3 or any similar registration form then in
force, at the request of a majority of the holders of Registrable Securities
then outstanding, at any time after six months has elapsed from the date of the
closing of the transactions contemplated by the Stock Purchase Agreement, the
Company shall at its expense file a registration statement on such form covering
Registrable Securities on behalf of such holder or holders, provided, however,
                                                            --------  -------
that the Company shall not be required to effect any such registration pursuant
to this Section 4 if the holders of Registrable Securities propose to sell
Registrable Securities at less than the lesser of (i) an aggregate price to the
public of less than $1,000,000 or (ii) the amount of Registrable Securities then
outstanding.   The holders may also require that the Company offer the
Registrable Securities on a delayed and continuous offering basis on Form S-3 or
any similar registration form then in force subject to the terms of Section 5.2
below. The Company shall give notice to all the holders of Registrable
Securities who did not join in such request and afford them a reasonable
opportunity to participate in such registration.  The holders of Registrable
Securities shall not be entitle to make more than two (2) requests for
registration pursuant to this Section 4.  Registration pursuant to this Section
4 shall not be deemed to be a demand registration as described in Section 2.

     5.   Registration Procedures.  If and whenever the Company is required by
          -----------------------
the provisions of Section 2, Section 3 or Section 4 to effect a registration of
Registrable Securities under the Securities Act, the Company will use reasonable
efforts to effect the registration and sale of such Registrable Securities in
accordance with the intended methods of disposition specified by the holders
participating therein.  Without limiting the foregoing, the Company in each such
case will, as expeditiously as possible:

          5.1  In the case of a demand registration pursuant to Section 2.1 or
Section 4, prepare and file with the Commission the requisite registration
statement to effect such registration (including such audited financial
statements as may be required by the Securities Act or the rules and regulations
thereunder) and use reasonable efforts to cause such registration statement to
become effective; provided, however, that as far in advance as practical before
                  --------  -------
filing such registration statement or any amendment thereto, the Company will
furnish counsel for the requesting holders of Registrable Securities with copies
of reasonably complete drafts of all such documents proposed to be filed, and
any such holder shall have the opportunity to object to any information
pertaining solely to such holder that is contained therein and the Company will
make the corrections reasonably requested by such holder with respect to such
information prior to filing such registration statement or amendment.

          5.2  Prepare and file with the Commission such amendments and
supplements to such registration statement and any prospectus used in connection
therewith as may be necessary to maintain the effectiveness of such registration
statement and to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities included in such registration
statement, in accordance with the intended methods of disposition

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thereof, until the earlier of (a) such time as all of the Registrable Securities
included in such registration statement have been disposed of in accordance with
the intended methods of disposition by the holder or holders thereof as set
forth in such registration statement or (b) ninety (90) days after such
registration statement becomes effective.

          5.3  Promptly notify each requesting holder and the underwriter or
underwriters, if any:

          (a)  when such registration statement or any prospectus used in
     connection therewith, or any amendment or supplement thereto, has been
     filed and, with respect to such registration statement or any post-
     effective amendment thereto, when the same has become effective;

          (b)  of any written request by the Commission for amendments or
     supplements to such registration statement or prospectus;

          (c)  of any notification received by the Company from the Commission
     regarding the Commission's initiation of any proceeding with respect to, or
     of the issuance by the Commission of, any stop order suspending the
     effectiveness of such registration statement; and

          (d)  of the receipt by the Company of any notification with respect to
     the suspension of the qualification of any Registrable Securities for sale
     under the applicable securities or blue sky laws of any jurisdiction.

               5.4   Furnish to each holder of Registrable Securities included
in such registration statement such number of conformed copies of such
registration statement and of each amendment and supplement thereto, and such
number of copies of the prospectus contained in such registration statement
(including each preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 promulgated under the Securities Act relating to
such seller's Registrable Securities, and such other documents, as such holder
may reasonably request to facilitate the disposition of its Registrable
Securities.

               5.5   Use reasonable efforts to register or qualify all
Registrable Securities included in such registration statement under the
securities or "blue sky" laws of such states as each holder of Registrable
Securities shall reasonably request within thirty (30) days following the
original filing of such registration statement and to keep such registration or
qualification in effect for so long as such registration statement remains in
effect, and take any other action which may be reasonably necessary or advisable
to enable such holder to consummate the disposition in such states of the
Registrable Securities owned by such holder, except that the Company shall not
for any such purpose be required (a) to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it would not but for the
requirements of this Section 5.5 be obligated to be so qualified, (b) to consent
to general service of process in any such jurisdiction or (c) to subject itself
to taxation in any such jurisdiction by reason of such registration or
qualification.

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<PAGE>

               5.6   Use its best efforts to cause all Registrable Securities
included in such registration statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable
each holder thereof to consummate the disposition of such Registrable
Securities.

               5.7   Notify each holder whose Registrable Securities are
included in 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 any prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and, subject to Section 5.12, at the request of any
such holder promptly prepare and furnish to such holder a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchaser of such Registrable
Securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

               5.8   Otherwise use reasonable efforts to comply with all
applicable rules and regulations of the Commission.

               5.9   Use reasonable efforts to cause all Registrable Securities
included in such registration statement to be listed, upon official notice of
issuance, on any securities exchange or quotation system on which any of the
securities of the same class as the Registrable Securities are then listed.

               5.10  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 the holders requesting
registration, addressed to the underwriters, if any, and to the holders
requesting registration of Registrable Securities and (ii) in the event that
such securities are being sold through underwriters, 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 and to the holders requesting registration of
Registrable Securities.

               5.11  In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement in usual and
customary form (including customary indemnification of the underwriters by the
Company), with the managing

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underwriter(s) of such offering. Each holder participating in such underwriting
shall also enter into and perform its obligations under such an agreement;
provided, however, that it shall not be considered customary to require any of
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the holders to provide representations and warranties regarding the Company or
indemnification of the underwriters for material misstatements or omissions in
the registration statement or prospectus for such offering other than
misstatements and omissions based on information provided by the holders in
writing specifically for use in the preparation of the registration statement.

               5.12  The Company may require each holder whose Registrable
Securities are being registered to, and each such holder, as a condition to
including Registrable Securities in such registration statement, shall, furnish
the Company and the underwriters with such information and affidavits regarding
such holder and the distribution of such Registrable Securities as the Company
and the underwriters may from time to time reasonably in connection with such
registration statement. At any time during the effectiveness of any registration
statement covering Registrable Securities offered by a holder, if such holder
becomes aware of any change materially affecting the accuracy of the information
contained in such registration statement or the prospectus (as then amended or
supplemented) relating to such holder, it will immediately notify the Company of
such change.

               5.13  Upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5.7, each holder will
forthwith discontinue such holder's disposition of Registrable Securities
pursuant to the registration statement relating to such Registrable Securities
until such holder receives the copies of the supplemented or amended prospectus
contemplated by Section 5.7 and, if so directed by the Company, shall deliver to
the Company all copies, other than permanent file copies, then in such holder's
possession of the prospectus relating to such Registrable Securities.

               5.14  Notwithstanding anything contained herein to the contrary,
in the event that, during the period of time the Company is required to maintain
the effectiveness of the registration statement relating to the Registrable
Securities there is (a) material non-public information regarding the Company
which the Board of Directors reasonably determines to be in the best interests
of the Company not to disclose or (b) a significant business opportunity
(including but not limited to the acquisition or disposition of assets other
than in the ordinary course of business or any merger, consolidation, tender
offer or other similar transaction available to the Company which the Board of
Directors reasonably determines to be in the Company's best interests not to
disclose, the Company may suspend the effectiveness of such registration
statement for a period not to exceed ninety (90) days until such time as either
of the events in clauses (a) or (b) no longer exists; provided however, that the
Company may not utilize this right under this Section and Section 2.4 more than
once in any twelve (12) month period.

          6.   Expenses.  With respect to any registration requested pursuant to
               --------
Section 2 (except as otherwise provided in such Section with respect to a
registration voluntarily terminated at the request of the requesting holders of
Registrable Securities), Section 3 (except as otherwise provided in such Section
with respect to a registration continued by holders of Registrable Securities
who wish to proceed with a Public Offering that is withdrawn by the

                                       8
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Company) or Section 4, the Company shall bear all of the expenses ("Registration
Expenses") incident to the Company's performance of or compliance with its
obligations under this Agreement in connection with such registration including,
without limitation, all registration, filing, securities exchange listing and
NASD fees, all registration, filing, qualification and other fees and expenses
or complying with state securities or "blue sky" laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or "cold comfort"
letters required by or incident to such performance and compliance, premiums and
other costs of any policies of insurance against liabilities arising out of the
Public Offering of the Registrable Securities being registered obtained by the
Company (it being understood that the Company shall have no obligation to obtain
such insurance) and any fees and disbursements of underwriters customarily paid
by issuers or sellers of securities; but excluding underwriting discounts and
commissions and transfer taxes, if any, in respect of Registrable Securities and
any fees and disbursements of counsel and accountants to the holders of the
Registrable Securities, which discounts, commissions, transfer taxes, fees and
disbursements shall in any registration be payable by the holders of the
Registrable Securities being registered, pro rata in proportion to the number of
Registrable Securities being sold by them.

          7.   Indemnification.
               ---------------

               7.1   The Company will, to the full extent permitted by law,
indemnify and hold harmless each holder of Registrable Securities which are
included in a registration statement pursuant to the provisions of this
Agreement, and its directors, officers, shareholders, employees, representatives
and partners and each other person, if any, who controls such holder within the
meaning of the Securities Act (collectively the "Related Entities"), from and
against any and all losses, claims, damages, expenses or liabilities, joint or
several (collectively,  "Losses") to which such holder and its Related Entities
may become subject under the Securities Act or otherwise, insofar as such Losses
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in a registration statement prepared and filed
hereunder, any preliminary, final or summary prospectus contained therein or any
amendment or supplement thereto or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading or 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 the holder and any of its Related Entities for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending against any such Losses (or action or proceeding in respect
thereof); provided, however, that the Company will not be liable in any such
          --------  -------
case to the extent that any such Losses arise out of or are based upon (a) an
untrue statement or alleged untrue statement or omission or alleged omission
made in conformity with written information furnished by such holder
specifically for use in the preparation of the registration statement or (b)
such holder's failure to

                                       9
<PAGE>

send or give a copy of the final prospectus to the persons asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
person if such statement or omission was corrected in such final prospectus.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such holder or any of its Related Entities
and shall survive the transfer of such securities by such holder.

               7.2   Each holder of Registrable Securities which are included in
a registration pursuant to the provisions of this Agreement will, to the full
extent permitted by law, indemnify and hold harmless the Company and its Related
Entities from and against any and all Losses to which the Company and its
Related Entities may become subject under the Securities Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained in a registration
statement prepared and filed hereunder, any preliminary, final or summary
prospectus contained therein or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading, or arise out of or are based upon any
violation or alleged violation by the holder 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, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission or violation was so
made in reliance upon and in strict conformity with written information
furnished by such holder specifically for use in the preparation of such
registration statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Company or any of
its Related Entities. The holder of Registrable Securities included in a
registration statement shall also indemnify each other person who participates
(including as an underwriter) in the offering or sale of Registrable Securities,
their officers and directors, and partners, and each other person, if any, who
controls any such participating person within the meaning of the Securities Act
to the same extent as provided above with respect to the Company. The total
amounts payable in indemnity by a holder under this subsection shall not exceed
in the aggregate the net proceeds received by such holder in the registered
offering which triggered this indemnification unless such claim for
indemnification is based upon fraud committed by such holder.

               7.3   Promptly after receipt by a party indemnified pursuant to
the provisions of Section 7.1 or Section 7.2 of notice of the commencement of
any action involving the subject matter of the foregoing indemnity provisions,
such indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of Section 7.1 or Section 7.2,
promptly notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve the indemnifying
party from any liability which it may have to any indemnified party except to
the extent that the indemnifying party is actually prejudiced by such failure to
give notice.  In case any such action is brought against any indemnified party,
the indemnifying party shall have the right to participate in, and,

                                       10
<PAGE>

to the extent that it may wish, jointly with any other indemnifying party, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party; provided, however, that if the defendants in any action
include both the indemnified party and the indemnifying party and the
indemnified party reasonably concludes that there is a conflict of interest that
would prevent counsel for the indemnifying party from also representing the
indemnified party, the indemnified party shall have the right to select separate
counsel to participate in the defense of such action on behalf of the
indemnified party or parties with the fees and expenses of such separate counsel
to be paid by the indemnifying party. After notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of Section 7.1 or Section 7.2 for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof unless (a) the indemnified party shall have employed counsel in
accordance with the proviso of the preceding sentence, (b) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after the
notice of the commencement of the action or (c) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party. If the indemnifying party is not entitled to, or elects
not to, assume the defense of a claim, it will not be obligated to pay the fees
and expenses of more than one counsel for the indemnified parties with respect
to such claim. No indemnifying party shall consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or litigation without the
consent of the indemnified party. No indemnifying party shall be subject to any
liability for any settlement made without its consent. An indemnified party may
at any time elect to participate in the defense of any claim or proceeding at
its own expense.

               7.4   The foregoing indemnity agreements of the Company and
holders are subject to the condition that, insofar as they relate to any
violation (indemnifiable under this Section 7) 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 was timely furnished to the indemnified
party and 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.

               7.5   The obligations of the Company and holders under this
Section 7 shall survive until the fifth anniversary of the completion of any
offering of Registrable Securities in a registration statement, regardless of
the expiration of any statutes of limitation or extensions of such statutes

         8.   Covenants Relating to Rule 144.  If at any time the Company is
              ------------------------------
required to filed reports in compliance with either Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") the
Company will (a) file reports in compliance

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<PAGE>

with the Exchange Act and (b) comply with all rules and regulations of the
Commission applicable to the use of Rule 144.

         9.   Underwritten Offerings.  If a distribution of Registrable
              ----------------------
Securities pursuant to a registration statement is to be underwritten, the
holders whose Registrable Securities are to be distributed by such underwriters
shall be parties to such underwriting agreement.  No requesting holder may
participate in such underwritten offering unless such holder agrees to sell its
Registrable Securities on the basis provided in such underwriting agreement and
completes and executes all questionnaires, powers of attorney, indemnities and
other documents reasonably required under the terms of such underwriting
agreement. Notwithstanding the foregoing, in connection with such underwriting
the holders shall not be required to provide representations and warranties
regarding the Company or indemnification of the underwriters for material
misstatements or omissions in the registrations statement or prospectus for such
offering other than misstatements and omissions based on information provided by
the holders in writing specifically for use in the preparation of the
registration statement.   If any requesting holder disapproves of the terms of
an underwriting, such holder may elect to withdraw therefrom and from such
registration by notice to the Company and the managing underwriter, and each of
the remaining requesting holders shall be entitled to increase the number of
Registrable Securities being registered to the extent of the Registrable
Securities so withdrawn in the proportion which the number of Registrable
Securities being registered by such remaining requesting holder bears to the
total number of Registrable Securities being registered by all such remaining
requesting holders.

         10.  Amendment.  This Agreement may be amended with the written
              ---------
consent of the Company and the holders of more than 50% of the Registrable
Securities. Without the prior written consent of the Purchaser, the Company
covenants and agrees that it shall not grant, or cause or permit to be created,
for the benefit of any person or entity any registration rights of any kind
(whether similar to the demand, "piggyback" or Form S-3 registration rights
described in this Section 7, or otherwise) relating to shares of the Company's
Common Stock or any other securities of the Company that are pari passu or
superior to the rights granted under this Agreement.

         11.  Termination.  This Agreement, and all of the Company's
              -----------
obligations hereunder (other than its obligations pursuant to Section 7, which
obligations shall survive such termination), shall terminate upon the earlier to
occur of (a) the date on which there are no Registrable Securities outstanding;
(b) the date on which Purchaser may sell all Common Stock pursuant to Rule 144
in a single three month period, or (c)  two (2) years after the closing of the
transactions contemplated by the Stock Purchase Agreement.

         12.  Assignment of Registration Rights.  The rights to cause the
              ---------------------------------
Company to register Registrable Securities pursuant hereto may be assigned, in
whole or in part (but only with all related obligations), by a holder of
Registrable Securities to a transferee or assignee of such securities provided
such transferee agrees in writing to be bound by and subject to the terms and
conditions hereof.

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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed and delivered as of the day and year first above
written.


                                  ROGUE WAVE SOFTWARE, INC.


                                  By: /s/ Merle A. Waterman
                                      ----------------------
                                  Name:    Merle A. Waterman
                                  Title:   Chief Financial Officer



                                  INTEL 64 FUND, LLC

                                  By:  INTEL 64 FUND OPERATIONS, INC.,
                                    its Coordinating Member


                                  By:/s/ Arvind Sodhani
                                     ------------------
                                  Name:    Arvind Sodhani
                                  Title:   Vice President

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