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”).
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 • July 27th, 2007 • Entropic Communications Inc • Connecticut
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 • July 27th, 2007 • Entropic Communications Inc • 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”).
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 • July 27th, 2007 • Entropic Communications Inc • 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.
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.
ENTROPIC COMMUNICATIONS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT June 30, 2007Investor Rights Agreement • July 27th, 2007 • Entropic Communications Inc • 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 • July 27th, 2007 • Entropic Communications Inc • California
EMPLOYEE INNOVATIONS AND PROPRIETARY RIGHTS ASSIGNMENT AGREEMENTAssignment Agreement • July 27th, 2007 • Entropic Communications Inc • California
This Agreement is intended to formalize in writing certain understandings and procedures which have been in effect since the time I was initially employed by Entropic Communications, Inc. (“Company”). In return for my new or continued employment by Company and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I acknowledge and agree that:
Corporate Supply AgreementCorporate Supply Agreement • July 27th, 2007 • Entropic Communications Inc • 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:
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • July 27th, 2007 • Entropic Communications Inc • California
This Change of Control Agreement is made effective as of August 18, 2003 between Entropic Communications, Inc. (“Entropic”), and Patrick Henry (“Employee”), subject to the approval of the Entropic Board of Directors.
ENTROPIC LETTERHEAD] February 18,2004 Mr. Michael Economy Los Gatos, CA 95032 Dear Michael: Entropic Communications, Inc. (the “Company”) is pleased to offer you employment on the terms set forth below.Employment Agreement • July 27th, 2007 • Entropic Communications Inc • California
April 11,2005 Mr. Rouzbeh Yassini Andover, MA 01810 Dear Rouzbeh:Stock Option Agreement • July 27th, 2007 • Entropic Communications Inc
In consideration for your agreement to continue to serve on the Board of Directors (the “Board”) of Entropic Communications, Inc. (the “Company”), the Company agrees as follows:
GUARANTY AND SECURITY AGREEMENT (Horizon - RF Magic Loan)Guaranty and Security Agreement • July 27th, 2007 • Entropic Communications Inc • Connecticut
THIS GUARANTY AND SECURITY AGREEMENT (this “Guaranty”), dated as of June 30, 2007 is executed by ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Guarantor”), in favor of HORIZON TECHNOLOGY FUNDING COMPANY LLC, a Delaware limited liability corporation (“Lender”).
