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.
