ENTROPIC COMMUNICATIONS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • July 28th, 2010 • Entropic Communications Inc • Semiconductors & related devices • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ENTROPIC COMMUNICATIONS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • July 28th, 2010 • Entropic Communications Inc • Semiconductors & related devices • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and, a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ENTROPIC COMMUNICATIONS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • July 28th, 2010 • Entropic Communications Inc • Semiconductors & related devices • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
10,750,000 Shares Entropic Communications, Inc. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2010 • Entropic Communications Inc • Semiconductors & related devices • New York
Entropic Communications, Inc., a Delaware corporation (the “Company”), proposes to sell 10,750,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 1,612,500 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
10,000,000 Shares ENTROPIC COMMUNICATIONS INC. Common Stock, Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2007 • Entropic Communications Inc • Semiconductors & related devices • New York
INDEMNITY AGREEMENTIndemnity Agreement • July 27th, 2007 • Entropic Communications Inc • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2007, is made by and between ENTROPIC COMMUNICATIONS, INC. a Delaware corporation (the “Company”), and (“Indemnitee”).
OFFICE LEASE KILROY REALTY 6290 SEQUENCE DRIVE [Triple Net Lease] KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and ENTROPIC COMMUNICATIONS, INC., a Delaware corporation, as Tenant.Office Lease • September 28th, 2007 • Entropic Communications Inc • Semiconductors & related devices • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Tenant”).
VENTURE LOAN AND SECURITY AGREEMENT Dated as of October 6, 2006 by and between HORIZON TECHNOLOGY FUNDING COMPANY LLC, a Delaware limited liability company Farmington, CT 06032 as Lender And RF MAGIC, INC., a Delaware corporationVenture Loan and Security Agreement • October 22nd, 2007 • Entropic Communications Inc • Semiconductors & related devices • Connecticut
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • December 7th, 2009 • Entropic Communications Inc • Semiconductors & related devices • California
THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made effective as of December 7, 2009 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (“Entropic”), and Lance Bridges (“Employee”), subject to the approval of the Entropic Board of Directors, and as of the Effective Date amends, restates and supersedes in its entirety the Change of Control Agreement previously entered into between Entropic and Employee dated October 20, 2007 (the “Prior Agreement”).
INDEMNITY AGREEMENTIndemnity Agreement • October 1st, 2013 • Entropic Communications Inc • Semiconductors & related devices • Delaware
This Indemnity Agreement (this “Agreement”) dated as of ___________ _____, 20__, is made by and between Entropic Communications, Inc. a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
VENTURE LOAN AND SECURITY AGREEMENT Dated as of April 5, 2007 by and between HORIZON TECHNOLOGY FUNDING COMPANY LLC, a Delaware limited liability company Farmington, CT 06032 as a Lender and SILICON VALLEY BANK, a California bank Palo Alto, California...Venture Loan and Security Agreement • August 31st, 2007 • Entropic Communications Inc • Semiconductors & related devices • Connecticut
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 27th, 2007 • Entropic Communications Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND ENTROPIC COMMUNICATIONS, INC., a Delaware corporation, AS TENANT SUITE 200 ARDEN TOWERS AT SORRENTO - SOUTHStandard Office Lease • July 27th, 2007 • Entropic Communications Inc • California
This Standard Office Lease (“Lease”) is made and entered into as of this 29th day of September, 2005, by and between ARDEN REALTY LIMITED PARTNERSHIP, s Maryland limited partnership (“Landlord”), and ENTROPIC COMMUNICATIONS, INC., a Delaware corporation(“Tenant”).
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • December 5th, 2007 • Entropic Communications Inc • Semiconductors & related devices • New York
This Development and License Agreement (the “Agreement”), effective as of September 15, 2002 (the “Effective Date”), is entered into by and between RF Magic, Inc., a Delaware corporation having a place of business at 10182 Telesis Court, 4th Floor, San Diego, California 92121-4777, U.S.A. (“RFM”) and STMicroelectronics N.V., with its registered office at WTC Schiphol Airport, Schiphol Boulevard 265, 1118 BH Schiphol Airport, Amsterdam, the Netherlands, acting through its Swiss Branch located at 39, Chemin du Champ des Filles, 1228 Plan-les-Ouates, Geneva, Switzerland (“ST”).
VOTING AGREEMENTVoting Agreement • February 5th, 2015 • Entropic Communications Inc • Semiconductors & related devices • Delaware
This Voting Agreement (this “Agreement”) is entered into as of February 3, 2015 by and among MaxLinear, Inc. a Delaware corporation (“Parent”), Excalibur Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub One”), Excalibur Subsidiary, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub Two”), and the person listed as a stockholder of Entropic Communications, Inc., a Delaware corporation (the “Company”), on the signature page hereto (the “Stockholder”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 3rd, 2011 • Entropic Communications Inc • Semiconductors & related devices • California
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made effective as of June 1, 2010 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (“Entropic”), and Michael Farese (“Employee”), subject to the approval of the Entropic Board of Directors.
AMENDED AND RESTATED MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • September 19th, 2012 • Entropic Communications Inc • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED MANUFACTURING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2012, by and between TRIDENT MICROSYSTEMS (FAR EAST) LTD., a Cayman Islands company (“Trident”), and NXP SEMICONDUCTORS NETHERLANDS B.V., a private company with limited liability incorporated under the laws of the Netherlands (“NXP”). Trident (together with its permitted assigns, the “Customer”) and NXP are collectively referred to herein as the “Parties,” or individually as a “Party,” as the case may be.
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 24th, 2015 • Entropic Communications Inc • Semiconductors & related devices • California
THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made effective as of December 17, 2014 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (“Entropic”), and Theodore L. Tewksbury III (“Employee”) and as of the Effective Date amends, restates and supersedes in its entirety the Change of Control Agreement previously entered into between Entropic and Employee dated November 10, 2014 (the “Prior Agreement”).
AMENDED AND RESTATED OFFER LETTER AND RELOCATION AGREEMENTOffer Letter and Relocation Agreement • April 14th, 2010 • Entropic Communications Inc • Semiconductors & related devices • California
THIS AMENDED AND RESTATED OFFER LETTER, RELOCATION GUIDELINES AND RELOCATION AGREEMENT (the “Agreement”) is made effective as of March 31, 2010 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (the “Company”) and Vinay Gokhale (“Employee”). As of the Effective Date this Agreement amends, restates and supersedes in their entirety the employment offer letter between Employee and the Company dated November 1, 2008 and revised November 8, 2008 (the “Offer Letter”), the Relocation Agreement dated November 8, 2008 and the Relocation Expense Guidelines dated November 8, 2008 (the “Relocation Guidelines”).
Corporate Supply AgreementCorporate Supply Agreement • December 4th, 2007 • Entropic Communications Inc • Semiconductors & related devices • New York
This Corporate Supply Agreement (“Agreement”) is entered into on this 2nd day of March, 2006, effective as of the 1st day of September, 2004 (“Effective Date”), between Motorola, Inc., a Delaware corporation, with offices at 1303 E. Algonquin Road, Schaumburg, Illinois 60196 (“Motorola”), and Entropic Communications, Inc., a Delaware corporation, with offices at 9276 Scranton Road, Suite 200, San Diego, CA 92121 USA (“Supplier”). Motorola and Supplier may each be referred to individually as a “Party” or collectively as “Parties” to this Agreement. This Agreement is intended to be the Master Purchase Agreement referred to in the Entropic Materials License Agreement dated as of October 2004 (the “Materials License Agreement”) between Supplier and General Instrument Corporation, acting as the Broadband Communications Sector of Motorola. Motorola and Supplier agree as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG MAXLINEAR, INC. EXCALIBUR ACQUISITION CORPORATION EXCALIBUR SUBSIDIARY, LLC AND ENTROPIC COMMUNICATIONS, INC. Dated as of February 3, 2015Merger Agreement • February 5th, 2015 • Entropic Communications Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of February 3, 2015 by and among MaxLinear, Inc., a Delaware corporation (“Parent”), Excalibur Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub One”), Excalibur Subsidiary, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub Two”), and Entropic Communications, Inc., a Delaware corporation (the “Company”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Article I.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ENTROPIC COMMUNICATIONS, INC., a Delaware corporation; RAPTOR ACQUISITION SUB, INC., a Delaware corporation; RF MAGIC, INC., a Delaware corporation; and (solely for purposes of Section 9 and 10.1)...Agreement and Plan of Merger and Reorganization • November 15th, 2007 • Entropic Communications Inc • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of April 9, 2007, by and among: ENTROPIC COMMUNICATIONS, INC. a Delaware corporation (“Parent”); RAPTOR ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); RF MAGIC, INC., a Delaware corporation (the “Company”); and solely for purposes of Sections 9 and 10.1 MARK FOLEY, as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
ASSET PURCHASE AGREEMENT Dated as of January , 2012 By and Between ENTROPIC COMMUNICATIONS, INC. as Purchaser, and TRIDENT MICROSYSTEMS, INC. and specified TRIDENT MICROSYSTEMS Subsidiaries as Sellers.Asset Purchase Agreement • January 5th, 2012 • Entropic Communications Inc • Semiconductors & related devices • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated January __, 2012 is by and between ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Purchaser”), and TRIDENT MICROSYSTEMS, INC., a Delaware corporation (the “Company”), and each of its Subsidiaries that owns Purchased Assets (the “Seller Subsidiaries”). Purchaser, the Company and Seller Subsidiaries are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein are defined in Exhibit A.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 31st, 2007 • Entropic Communications Inc • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • July 27th, 2007 • Entropic Communications Inc • California
This Change of Control Agreement (the “Agreement”) is made effective as of August 4, 2005 between Entropic Communications, Inc. (“Entropic”) and Andre Chartrand (“Employee”), subject to the approval of the Entropic Board of Directors.
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 18th, 2012 • Entropic Communications Inc • Semiconductors & related devices
THIS THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Third Amendment”) dated March 14, 2012 is by and between ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Purchaser”), and TRIDENT MICROSYSTEMS, INC., a Delaware corporation (the “Company”), and each of its Subsidiaries that owns Purchased Assets (the “Seller Subsidiaries”). Purchaser, the Company and Seller Subsidiaries are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement (defined below).
ENTROPIC COMMUNICATIONS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT June 30, 2007Investor Rights Agreement • March 3rd, 2008 • Entropic Communications Inc • Semiconductors & related devices • California
This Third Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into effective as of the date of the closing of the transactions contemplated by the Merger Agreement by and among Entropic Communications, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) listed on Exhibit A hereto, the holders of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) listed on Exhibit A hereto, the holders of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”) listed on Exhibit A hereto, the holders of the warrants to purchase shares of Series C Preferred Stock issued to Silicon Valley Bank and Horizon Technology Funding Company II LLC (the “Warrant Holders”) as described in the Venture Loan and Security Agreement dated April 5, 2007 (the “Loan Agreement”), and the holders of the Company’s Series D-1 Convertible Prefe
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • July 27th, 2007 • Entropic Communications Inc • California
This Change of Control Agreement (the “Agreement”) is made effective as of January 19, 2005 between Entropic Communications, Inc. (“Entropic”), and Anton Monk (“Employee”), subject to the approval of the Entropic Board of Directors.
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • July 27th, 2007 • Entropic Communications Inc • Illinois
THIS MASTER PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2006 (the “Effective Date”), by and between Entropic Communications, Inc., a Delaware corporation located at 9276 Scranton Rd, San Diego, CA 92121 (“Entropic” or “Supplier”), and Tellabs Operations, Inc. a Delaware corporation having principal offices at One Tellabs Center, 1415 W. Diehl Rd., Naperville, IL 60563 (“Tellabs” or “CUSTOMER”). Each of the foregoing entities may be singularly referred to herein as a “Party” and collectively as the “Parties”. This Agreement is intended to be the Master Purchase Agreement (MPA) referred to in the Entropic Materials License Agreement (MLA) between Supplier and CUSTOMER.
ENTROPIC LETTERHEAD] June 23, 2005 Mr. Andre Chartrand Newtown, CT 06470 Dear Andre: Entropic Communications, Inc. (the “Company”) is pleased to offer you employment on the terms set forth below.Employment Agreement • August 31st, 2007 • Entropic Communications Inc • Semiconductors & related devices • California
Re: Retention Bonus AgreementRetention Bonus Agreement • April 6th, 2009 • Entropic Communications Inc • Semiconductors & related devices
This letter agreement (the “Agreement”) confirms the terms of our agreement regarding the offer by Entropic Communications, Inc. (the “Company”) to provide you with certain retention bonus opportunities described herein, as approved by the Company’s board of directors on February 24, 2009. Please confirm your acceptance of the bonus opportunities described in this Agreement by returning a signed and dated copy of this Agreement to me.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 20th, 2012 • Entropic Communications Inc • Semiconductors & related devices
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) dated January 18, 2012 is by and between ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Purchaser”), and TRIDENT MICROSYSTEMS, INC., a Delaware corporation (the “Company”), and each of its Subsidiaries that owns Purchased Assets (the “Seller Subsidiaries”). Purchaser, the Company and Seller Subsidiaries are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement (defined below).
October 6, 2014 Mr. David Lyle c/o Entropic Communications, Inc. San Diego, CA 92121 Re: Compensation Adjustments Dear David:Compensation Agreement • November 10th, 2014 • Entropic Communications Inc • Semiconductors & related devices
This letter agreement (the “Agreement”) confirms the terms of the offer by Entropic Communications, Inc. (the “Company”) to provide you with certain compensation and bonus opportunities described herein, as approved by the Company’s board of directors on September 11, 2014. Please confirm your acceptance of the compensation and bonus opportunities described in this Agreement by returning a signed and dated copy to me.
September 1, 2010 Mr. Robert Bailey Dear Bob:Board Member Agreement • September 7th, 2010 • Entropic Communications Inc • Semiconductors & related devices
Entropic Communications, Inc. (the “Company” or “Entropic”) is pleased to offer you an opportunity to join the Board of Directors (the “Board”) of the Company. This Letter Agreement outlines the terms of your proposed appointment to the Board.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 23rd, 2009 • Entropic Communications Inc • Semiconductors & related devices • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
