0001193125-10-083434 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • April 14th, 2010 • Entropic Communications Inc • Semiconductors & related devices • California

THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (the “Agreement ”) is made effective as of 12/14/09, 2009 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (“Entropic”), and William Bradford (“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 2009 (the “Prior Agreement ”).

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AMENDED AND RESTATED OFFER LETTER AND RELOCATION AGREEMENT
Offer 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”).

AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 14th, 2010 • Entropic Communications Inc • Semiconductors & related devices

THIS AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 9th day of April 2010 by and between Silicon Valley Bank (“Bank”) and Entropic Communications, Inc., a Delaware corporation (“Borrower”) whose address is 6290 Sequence Drive, San Diego, California 92121.

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