MAXLINEAR, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2009 • Maxlinear Inc • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 , and is between MaxLinear, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MAXLINEAR, INC. EAGLE ACQUISITION CORPORATION AND EXAR CORPORATION Dated as of March 28, 2017Merger Agreement • March 29th, 2017 • Maxlinear Inc • Semiconductors & related devices • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 28, 2017 by and among MaxLinear, Inc., a Delaware corporation (“Parent”), Eagle Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Exar Corporation, a Delaware corporation (the “Company”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Article I.
CREDIT AGREEMENT dated as of June 23, 2021 among MAXLINEAR, INC., The Lenders Party Hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent WELLS FARGO SECURITIES, LLC, BMO CAPITAL MARKETS CORP. MUFG SECURITIES...Credit Agreement • June 24th, 2021 • Maxlinear Inc • Semiconductors & related devices • New York
CREDIT AGREEMENT (this “Agreement”) dated as of June 23, 2021, among MaxLinear, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent.
CREDIT AGREEMENT dated as of May 12, 2017 among MAXLINEAR, INC., The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A. and DEUTSCHE BANK SECURITIES INC. as Joint Lead Arrangers...Credit Agreement • May 12th, 2017 • Maxlinear Inc • Semiconductors & related devices • New York
CREDIT AGREEMENT (this “Agreement”) dated as of May 12, 2017, among MaxLinear, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.
MAXLINEAR, INC.Stock Option Agreement • November 6th, 2009 • Maxlinear Inc • California
Unless otherwise defined herein, the terms defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
AGREEMENT AND PLAN OF MERGER by and among MAXLINEAR, INC., SHARK MERGER SUB and SILICON MOTION TECHNOLOGY CORPORATION Dated as of May 5, 2022Merger Agreement • May 5th, 2022 • Maxlinear Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 5, 2022 (this “Agreement”), is made by and among MAXLINEAR, INC., a Delaware corporation (“Parent”), SHARK MERGER SUB, an exempted company with limited liability incorporated under the Law of the Cayman Islands having a registered office at Appleby Global Services (Cayman) Limited, 71 Fort Street, George Town, Grand Cayman KY1-1106, Cayman Islands (“Merger Sub”), and SILICON MOTION TECHNOLOGY CORPORATION, an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P. O. Box 2681 GT, George Town, Grand Cayman, British West Indies (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
SUPPORT AGREEMENTSupport Agreement • April 4th, 2017 • Maxlinear Inc • Semiconductors & related devices • Delaware
This Support Agreement (this “Agreement”) is entered into as of March 28, 2017 by and among MaxLinear, Inc., a Delaware corporation (“Parent”), Eagle Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the person listed as a stockholder of Exar Corporation, a Delaware corporation (the “Company”), on the signature page hereto (the “Stockholder”).
MAXLINEAR, INC.Stock Option Award Agreement • March 5th, 2010 • Maxlinear Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the MaxLinear, Inc. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
MAXLINEAR, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • December 19th, 2018 • Maxlinear Inc • Semiconductors & related devices • California
This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between ____________ (“Executive”) and MaxLinear, Inc. (the “Company” and, together with the “Executive,” the “Parties”), effective as of __________________ (the “Effective Date”), and amends and restates in its entirety the Change in Control and Severance Agreement made and entered into by and between the Parties, effective as of [DATE] (such agreement, the “Prior Agreement”).
LIBOR HARDWIRE TRANSITION AMENDMENT AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 27th, 2023 • Maxlinear, Inc • Semiconductors & related devices • New York
CREDIT AGREEMENT (this “Agreement”) dated as of June 23, 2021, (as amended by Amendment No. 1, this “Agreement”), among MaxLinear, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent.
VOTING AGREEMENTVoting Agreement • February 4th, 2015 • Maxlinear 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”).
MAXLINEAR, INC. DISTRIBUTOR AGREEMENTDistributor Agreement • January 21st, 2010 • Maxlinear Inc • Semiconductors & related devices • California
This Distributor Agreement is entered into as of August 12, 2009 (the “Effective Date”) by MaxLinear, Inc., a Delaware corporation with its principal place of business at 2051 Palomar Airport Road, Suite 100, Carlsbad, CA 92011 (“MaxLinear”), and Lestina International Limited, a Hong Kong corporation with its principal place of business Room 1001, 10/F., Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Hong Kong (“Distributor”). The parties agree as follows:
—] Shares MAXLINEAR, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2010 • Maxlinear Inc • Semiconductors & related devices • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED...Intellectual Property License Agreement • January 31st, 2024 • Maxlinear, Inc • Semiconductors & related devices • New York
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 6, 2009 (the “Effective Date”), by and between Texas Instruments Incorporated, having a place of business at 12500 TI Boulevard, Dallas, TX 75243 (“TI”) and MaxLinear, Inc., having a place of business at 2011 Palomar Airport Road, Suite 305, Carlsbad, CA 92011 (“MaxLinear”). MaxLinear and TI may be referred to herein individually as a “Party” and collectively as the “Parties”.
MAXLINEAR, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 6th, 2009 • Maxlinear Inc • California
This Change in Control Agreement (the “Agreement”) is made and entered into by and between ____________ (“Executive”) and MaxLinear, Inc. (the “Company”), effective as of __________________, 2009 (the “Effective Date”).
SINGLE USE LICENSE AGREEMENTSingle Use License Agreement • December 14th, 2009 • Maxlinear Inc • Semiconductors & related devices • Tokyo
This License Agreement (the “Agreement”) is made and entered into as of April 6, 2009 (the “Effective Date”) by and between NEC Electronics Corporation, a Japanese corporation having its principal offices at 1753, Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa 211-8668, Japan (“NEC”) and MaxLinear, Inc., a Delaware corporation having its principal offices at 2036 Corte del Nogal, Suite 200, Carlsbad, CA 92009, U.S.A. (“MaxLinear”).
SECURITY AGREEMENT by MAXLINEAR, INC. as Borrower and THE GUARANTORS PARTY HERETO in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent Dated as of May 12, 2017Security Agreement • May 12th, 2017 • Maxlinear Inc • Semiconductors & related devices • New York
This SECURITY AGREEMENT dated as of May 12, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by MAXLINEAR, INC., a Delaware corporation (the “Borrower”), each other entity identified on the signature pages hereto as a “Pledgor” or that becomes party hereto as an additional Guarantor pursuant to Section 3.5 (the “Guarantors”), as pledgors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as Collateral Agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
MAXLINEAR, INC. DISTRIBUTOR AGREEMENTDistributor Agreement • December 14th, 2009 • Maxlinear Inc • Semiconductors & related devices • California
This Distributor Agreement is entered into by MaxLinear, Inc., a Delaware corporation with its principal place of business at 2011 Palomar Airport Road, Suite 305, Carlsbad, CA 92011 (“MaxLinear”), and Lestina International Limited ., a Hong Kong corporation with its principal place of business at Room 1001, 10/F., Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Hong Kong, (“Distributor”). The parties agree as follows:
MAXLINEAR, INC.Stock Option Award Agreement • July 28th, 2011 • Maxlinear Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the MaxLinear, Inc. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
SECURITY AGREEMENT by MAXLINEAR, INC. as Borrower and THE GUARANTORS PARTY HERETO in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent Dated as of June 23, 2021Security Agreement • June 24th, 2021 • Maxlinear Inc • Semiconductors & related devices • New York
This SECURITY AGREEMENT dated as of June 23, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by MAXLINEAR, INC., a Delaware corporation (the “Borrower”), each other entity identified on the signature pages hereto as a “Pledgor” or that becomes party hereto as an additional Guarantor pursuant to Section 3.5 (the “Guarantors”), as pledgors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Collateral Agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
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 4th, 2015 • Maxlinear 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.
MAXLINEAR, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2009 • Maxlinear Inc • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _______________, 20__, and is between MaxLinear, Inc., a Delaware corporation (the “Company”), and the indemnitees listed on the signature pages hereto (individually, as “Indemnitee” and, collectively, the “Indemnitees”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 15th, 2012 • Maxlinear Inc • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Patrick McCready (“Employee”) and MaxLinear, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
DISTRIBUTOR AGREEMENTDistributor Agreement • November 6th, 2009 • Maxlinear Inc • California
This distributor agreement (“Agreement”) is made and entered into this October 3rd, 2005 by and between MaxLinear, Inc., having its principal place of business at 1900 Wright Place, Suite 120, Carlsbad, CA92008, U.S.A. (“MaxLinear”) and Tomen Electronics Corporation, having its principal place of business at 8-27, Kohnan 1-Chome, Minato-ku, Tokyo 108-8510, Japan (“Tomen”) (each individually “Party” and collectively “Parties”)
ContractCredit Agreement • June 7th, 2021 • Maxlinear Inc • Semiconductors & related devices • New York
INCREMENTAL AMENDMENT No. 1, dated as of July 31, 2020 (this “Amendment”), to the Credit Agreement, dated as of May 12, 2017, by and among Maxlinear, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the “Lenders”), MUFG BANK, LTD., as the administrative agent (the “Administrative Agent”), MUFG UNION BANK, N.A., as the collateral agent (the “Collateral Agent” and, together with the Administrative Agent, the “Agent”), in each case as successor to JPMORGAN CHASE BANK, N.A., as the predecessor administrative agent and collateral agent and the other parties thereto (as amended, restated, modified and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), by and among the Borrower, the Guarantors, MUFG Union Bank, N.A. (“MUFG”), Wells Fargo Bank N.A. (“WFB”), Citizens Bank, N.A. (“Citizens”) and BMO Harris Bank N.A. (“BMO” and
SEPARATION AGREEMENT AND RELEASESeparation Agreement • December 16th, 2014 • Maxlinear Inc • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Brian Sprague (“Employee”) and MaxLinear, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
ContractAsset Purchase Agreement • April 28th, 2016 • Maxlinear Inc • Semiconductors & related devices • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of April 28, 2016, between Microsemi Storage Solutions, Inc. (formerly known as PMC – Sierra, Inc.), a Delaware corporation (“Seller”) and MaxLinear, Inc., a Delaware corporation (“Parent”).
From: MaxLinear, Inc. Carlsbad, California 92008 Tel: 760-692-0711; Fax: 760-444-8598 February 19, 2017 CONFIDENTIAL To: Exar Corporation 48720 Kato Road Fremont, California 94538 Attention: Ryan A. Benton, CEO and Director Dear Ryan:Confidentiality Agreement • April 13th, 2017 • Maxlinear Inc • Semiconductors & related devices • Delaware
This letter agreement sets forth the terms upon which MaxLinear, Inc., a Delaware corporation (“MaxLinear”), agrees to continue discussions regarding a potential acquisition transaction (a “Transaction”) with Exar Corporation, a Delaware corporation (the “Company”). In consideration of the substantial amount of resources MaxLinear expects to expend in connection with evaluating and negotiating the terms of a Transaction, and of the mutual covenants set forth below, MaxLinear and the Company hereby agree as follows:
ASSET PURCHASE AGREEMENT by and between BROADCOM CORPORATION as Seller and MAXLINEAR, INC. as Buyer dated as of May 9, 2016Asset Purchase Agreement • May 9th, 2016 • Maxlinear Inc • Semiconductors & related devices • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of May 9, 2016 by and between BROADCOM CORPORATION, a California corporation (“Seller” or “Broadcom”) and MAXLINEAR, INC., a Delaware corporation (“Buyer”). Buyer and Seller are referred to herein individually as a “Party,” and together as the “Parties”).
MAXLINEAR, INC. STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • October 31st, 2012 • Maxlinear Inc • Semiconductors & related devices • Delaware
This Stock Repurchase Agreement (this “Agreement”) is made as of October 31, 2012, by and among MaxLinear, Inc., a Delaware corporation (the “Company”), U.S. Venture Partners VIII, L.P., USVP VIII Affiliates Fund, L.P., USVP Entrepreneur Partners VIII-A, L.P. and USVP Entrepreneur Partners VIII-B, L.P. (collectively, “USVP”), each as set forth on Exhibit A, attached hereto (the “Selling Stockholders”).
THE CAMPUS SUMMARY OF BASIC LEASE INFORMATIONLease • February 7th, 2014 • Maxlinear Inc • Semiconductors & related devices • California
This Lease, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto and incorporated herein by this reference (the Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between THE CAMPUS CARLSBAD, LLC, a Delaware limited liability company (“Landlord”), and MAXLINEAR, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • August 10th, 2015 • Maxlinear Inc • Semiconductors & related devices • California
This FIRST AMENDMENT TO LEASE (this “First Amendment”) is dated as of ____May 6___, 2015 (the “Effective Date”) by and between BROOKWOOD CB I, LLC, a Delaware limited liability company, and BROOKWOOD CB II, LLC, a Delaware limited liability company, as tenants in common (together, “Landlord”), and MAXLINEAR, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENTStock Option Agreement • November 6th, 2009 • Maxlinear Inc • California
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Stock Option Agreement dated (the “Option Agreement”) by and between MaxLinear, Inc., a Delaware corporation (the “Company”), and (the “Optionee”) relating to the grant of an option to purchase up to shares of Common Stock of the Company is entered into effective as of the day of (the “Effective Date”). Capitalized terms not defined herein have the meanings set forth in the Option Agreement.
MAXLINEAR, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT November 21, 2006Investor Rights Agreement • November 6th, 2009 • Maxlinear Inc • Delaware
This Second Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of November 21, 2006, by and among MaxLinear, Inc., a Delaware corporation (the “Company”), and each of the persons and entities listed on Exhibit A hereto.
MAXLINEAR, INC.non-u.s. Restricted Stock Unit Award Agreement • April 20th, 2012 • Maxlinear Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the MaxLinear, Inc. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Non-U.S. Restricted Stock Unit Award Agreement (including any country-specific Appendix) (the “Award Agreement”).
