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”).
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, 2015Agreement and Plan of Merger and Reorganization • 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.
