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DISCLAIMER
Forward-Looking Statements
Non-GAAP Financial Measures
No Offer or Solicitation
This communication contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995, including
statements with respect to the anticipated timing of the proposed merger; anticipated effects of
the proposed merger; prospects for the combined company, including expectations with respect to its
market position and intellectual property portfolio; the growth strategies of MaxLinear and
expectations with respect to the growth strategies and addressable markets of the combined
company; expectations with respect to the products of the combined company after the proposed merger; anticipated
synergies to be realized from the proposed merger; and expectations for operating results of MaxLinear
and Entropic for the quarter ending March 31, 2015. These statements are based on
managements current expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Forward-looking statements may contain words such as will be, will,
expected, anticipate, continue, or similar expressions and
include the assumptions that underlie such statements. The following factors, among others, could
cause actual results to differ materially from those described in the forward-looking
statements: failure of the MaxLinear or Entropic stockholders to approve the proposed merger;
failure to receive regulatory approvals; the challenges and costs of closing, integrating, restructuring, and achieving
anticipated synergies; the ability to retain key employees, customers and suppliers; and other factors
affecting the business, operating results, and financial condition of either MaxLinear or
Entropic, including those set forth in the most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K reports filed by MaxLinear and
Entropic, as applicable, with the Securities and Exchange Commission (the SEC). All
forward-looking statements are based on the estimates, projections, and assumptions of
MaxLinear or Entropic management, as applicable, as of the date hereof, and MaxLinear and Entropic are under no
obligation (and expressly disclaim any such obligation) to update or revise any forward-looking
statements whether as a result of new information, future events, or otherwise. This communication may contain certain non-GAAP financial
measures, which management believes are useful to investors and others in evaluating business
combinations. Further detail and reconciliations between the non-GAAP financial measures and the GAAP
financial measures are available in the Appendix to this Presentation.
This communication does not constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or approval with respect to the proposed
merger or otherwise. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended. E N V I S I O N I N G
E M P O W E R I N G
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