0001193125-07-194188 Sample Contracts

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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)...
Voting Agreement • August 31st, 2007 • Entropic Communications Inc • Semiconductors & related devices • 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.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 31st, 2007 • Entropic Communications Inc • Semiconductors & related devices • 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:

Promoter Member Agreement [Multimedia Over Coax Alliance]
Member Agreement • August 31st, 2007 • Entropic Communications Inc • Semiconductors & related devices • California

This Promoter Member Agreement (“Agreement”) is by and between the [Multimedia Over Coax Alliance], a non-profit mutual benefit corporation, with offices at 2649 Bishop Dr., Suite 775, San Ramon, California, USA 94583 (“Alliance”) and Entropic Communications, Inc., a Delaware corporation, with a principal place of business at 9276 Scranton Rd. #200, San Diego, CA 92121 (“Promoter Member”) and shall be effective as of the Effective Date (as defined in Section 9.12 (Effectiveness)).

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