Stock Repurchase Agreement



 Exhibit 10.23 
 MAXLINEAR, INC. 
 STOCK REPURCHASE AGREEMENT 

This Stock Repurchase Agreement (this “Agreement”) is made as of August 21, 2012, by and among MaxLinear, Inc., a
Delaware corporation (the “Company”), Mission Ventures III, L.P. and Mission Ventures Affiliates III, L.P. (collectively, “Mission”) and U.S. Venture Partners VIII, L.P., USVP VIII Affiliates Fund, L.P., USVP
Entrepreneur Partners VIII-A, L.P. and USVP Entrepreneur Partners VIII-B, L.P. (collectively, “USVP”), each as set forth on Exhibit A, attached hereto (collectively, the “Selling Stockholders”). 

WHEREAS, Mission currently holds 1,152,338 shares of Class A Common Stock of the Company (the “Class A Stock”).

 WHEREAS, USVP currently holds 2,896,571 shares of Class B Common Stock of the Company (the “Class B Stock”
and together with the Class A Stock, the “Common Stock”). 
 WHEREAS, the Selling Stockholders desire to
sell that amount of shares of Common Stock opposite such Selling Stockholder’s name as set forth on Exhibit A, and the Company desires to repurchase such Common Stock from each of the Selling Stockholders on the terms and conditions set
forth herein. 
 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
 1. Sale and Purchase of Common Stock.  
 1.1 Sale of Common
Stock. Subject to the terms and conditions of this Agreement, the Selling Stockholders hereby agree to sell to the Company, and the Company hereby agrees to purchase from the Selling Stockholder, that number of shares of Common Stock opposite
each Selling Stockholder’s name as set forth on Exhibit A. 
 1.2 Consideration. The purchase price per share
for such Class A Stock and Class B Stock shall equal the closing price of the Company’s Class A Common Stock in trading on the New York Stock Exchange on the date of this Agreement. 

1.3 Closing. The closing shall occur as soon as soon as practicable following the date of this Agreement (the
“Closing”). 
 1.3.1. Mission. On the day of Closing, Mission shall cause its broker to
deliver the Class A Stock to Computershare, N.A. (“Computershare”), which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system. The Company shall deliver a letter to Computershare, in
a form acceptable to Computershare, which letter shall include the broker name, phone number and number of shares of Class A Stock to be transferred, instructing Computershare to accept the DWAC. 

1.3.2. USVP. On the day of Closing, USVP must cause to be delivered to Computershare (i) stock powers for that
number of shares of Class B Stock to be sold under this Agreement with medallion guarantees in a form acceptable to Computershare and (ii) a certificate of 







 
incumbency or partnership certification stamp. The Company shall caused to be delivered to Computershare (i) an opinion of counsel informing Computershare to remove the restrictive legends
from the Class B Stock, and (ii) an instruction letter from the Company, which letter should direct Computershare to cancel the Class B Stock. 
 1.3.2 Payment. On the day of Closing, upon confirmation that the Common Stock has been cancelled, the Company shall deliver payment for the Common Stock by wire transfer in accordance with
instructions from the Selling Stockholders. 
 2. Representations and Warranties of the Selling Stockholder. The
Selling Stockholders hereby represent and warrant to the Company as follows: 
 2.1 Title to Common Stock. As of
immediately prior to the Closing, the Selling Stockholders hold the Common Stock, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than pursuant to this Agreement. 

2.2 Authority; Enforceability. The Selling Stockholders have full power and authority to enter into, and perform its obligations
under this Agreement, including its obligation to sell, assign, transfer and deliver the Common Stock under this Agreement, and has taken all action necessary to authorize the transactions effected hereby. This Agreement has been duly and validly
executed and delivered by, and is the valid, legal and binding obligation of, the Selling Stockholders, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby (i) will not violate any rule, regulation, judgment, decree or order by which the Selling Stockholders may be bound and (ii) will not require on the part of the Selling Stockholders any filing with, or any permit,
authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency, except for the filing of such notices as may be required under the Securities Act
of 1933, as amended, and such filings as may be required under applicable state securities laws. 
 2.3 No Conflicts. The
performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a material breach or violation by the Selling Stockholders of any of the terms or provisions of, or constitute a material default by the
Selling Stockholders under, any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, permit, authorization, license or other agreement or instrument to which the Selling Stockholders are a party or by
which the Selling Stockholders or any of their properties may be bound, or any judgment, decree, order, rule or regulation of any court of governmental agency or body applicable to the Selling Stockholders or any of their properties. 

2.4 No Legal, Tax, or Investment Advice. The Selling Stockholders have had an opportunity to review the federal, state, local, and
foreign tax consequences of its sale of the Common Stock to the Company. The Selling Stockholders understand that nothing in this Agreement or any other materials presented to the Selling Stockholders in connection with the sale and purchase of the
Common Stock constitutes legal, tax, or investment advice. The Selling Stockholders have consulted such legal, tax, and investment advisors as the Selling Stockholders, in their sole discretion, have deemed necessary or appropriate in connection
with the sale of the Common Stock hereunder. The Selling Stockholders acknowledge that they shall be responsible for their own tax liability that may arise as a result of its sale of the Common Stock to the Company or the transactions contemplated
by this Agreement. 

  
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 3. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Selling Stockholders as follows: 
 3.1 Authority; Enforceability. The Company has full
power and authority to enter into, and perform its obligations under this Agreement, including its obligation to purchase the Common Stock under this Agreement, and has taken all action necessary to authorize the transactions effected hereby. This
Agreement has been duly and validly executed and delivered by, and is the valid, legal and binding obligation of, the Company, enforceable in accordance with its terms except as such enforceability may be limited by laws of general application
relating to bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby (i) will not violate any rule, regulation, judgment, decree or order by which the Company may be bound and (ii) will not require on the part of the Company any filing with, or any permit,
authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency, except for the filing of such notices as may be required under the Securities Act
of 1933, as amended, and such filings as may be required under applicable state securities laws. 
 3.2 No Conflicts. The
performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a material breach or violation by the Company of any of the terms or provisions of, or constitute a material default by the Company under,
any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, permit, authorization, license or other agreement or instrument to which the Company is a party or by which the Company or any of its properties
may be bound, or any judgment, decree, order, rule or regulation of any court of governmental agency or body applicable to the Company or any of its properties. 
 4. Other Agreements. Until the six month anniversary of this Agreement, if a Selling Stockholder proposes to sell, distribute, or otherwise transfer (a “Post-Agreement
Transfer”) any Common Stock, such Selling Stockholder shall provide the Company written notice thereof in accordance with Section 6.4 of this Agreement (the “Transfer Notice”) not less than 24 hours prior to effecting
such Post-Agreement Transfer (including, without limitation, in connection with any market transaction, prior to the execution of any order with respect to a Post-Agreement Transfer). If the Company elects to purchase all or any portion of the
Common Stock referenced in the Transfer Notice, the Company may deliver written notice of such election to the Selling Stockholder within 24 hours of its receipt of a Transfer Notice. Any such Transfer Notice shall be revocable by a written notice
of revocation delivered to the Company at any time during the 24-hour period following delivery of the Transfer Notice (even if the Company has elected to purchase shares from the Selling Stockholder). If the Company delivers such election and
the Selling Stockholder has not revoked such Transfer Notice in accordance herewith, the Company shall purchase from the Selling Stockholder, and the Selling Stockholder shall sell to the Company, all or such portion as the Company may elect of the
Common Stock specified in the Transfer Notice. The purchase price for such Common Stock shall equal the closing price of the Company’s Class A Common Stock in trading on the New York Stock Exchange on the first trading day following
delivery of the Transfer Notice to the Company. Any such purchase shall be made pursuant to a Stock Repurchase Agreement in substantially the form set forth herein, provided that such agreement shall provide for such modifications as may
be reasonably necessary to reflect the appropriate number of shares of Common Stock being repurchased by the Company and, unless the parties shall otherwise agree, such repurchase agreement shall not extend the period of the Company’s rights
set forth in this Section 4 beyond the six month anniversary of this Agreement. In the event the Company does not exercise its rights hereunder or exercises its rights with respect to less than all of the Common Stock specified in the
Transfer Notice, the Selling Stockholder shall not be required to provide any further notice to the Company with respect 

  
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to the securities or transactions specified in the Post-Agreement Transfer, provided that in the event such securities have not been sold, distributed, or otherwise
transferred within 30 days of the date of the Transfer Notice, then the rights set forth herein shall once again apply to such shares of Common Stock. Notwithstanding the foregoing, the rights of the Company set forth in this Section 4 shall
not apply to distributions directly to general partners of the Selling Stockholder, and such general partners shall not be bound to this Section 4 in their capacities as individual stockholders of the Company. 

5. Closing Conditions. 
 5.1 Conditions to Company’s Obligations. Company’s obligation to purchase the Common Stock at the Closing is subject to the fulfillment to Company’s satisfaction on or
prior to the Closing of the following conditions, any of which may be waived in whole or in part by Company: 
 5.1.1 The
representations and warranties made by the Selling Stockholders in Section 2 hereof shall be true and correct when made and as of the Closing. 
 5.1.2 All covenants, agreements and conditions contained in this Agreement to be performed by the Selling Stockholders on or prior to the Closing shall have been performed or complied with. 

5.1.3 No action shall have been taken and no statute, rule, regulation or order shall have been enacted, promulgated or issued or deemed
applicable to the proposed transactions by any legislature, administrative agency, court or other governmental authority which would make consummation of the proposed transactions pursuant to this Agreement illegal or render Company or the Selling
Stockholders unable to consummate the proposed transactions. 
 5.2 Conditions to Obligations of the Selling
Stockholders. The obligations of the Selling Stockholders to sell and convey the Common Stock at the Closing is subject to the fulfillment to the satisfaction of the Selling Stockholders, on or prior to the Closing of the following
conditions, any of which may be waived in whole or in part by the Selling Stockholders: 
 5.2.1 The representations made by
Company in Section 3 hereof shall be true and correct when made and as of the Closing. 
 5.2.2 All covenants, agreements
and conditions contained in this Agreement to be performed by Company on or prior to the Closing shall have been performed or complied with. 
 5.2.3 No action shall have been taken and no statute, rule, regulation or order shall have been enacted, promulgated or issued or deemed applicable to the proposed transactions by any legislature,
administrative agency, court or other governmental authority which would make consummation of the proposed transactions pursuant to this Agreement illegal or render Company or Seller unable to consummate the proposed transactions. 

6. Miscellaneous. 
 6.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to any provisions thereof relating to conflicts of laws among different
jurisdictions. 

  
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 6.2 Successors and Assigns. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 
 6.3 Entire Agreement; Amendment. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof. Neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Selling Stockholders. 
 6.4 Notices, Etc. All notices and other communications required or permitted hereunder shall be given in writing and shall be personally delivered; sent by facsimile transmission or electronic
transmission; or sent by registered or certified U.S. mail, return receipt requested and postage prepaid; or by private overnight mail courier service, as follows: 
  

	 	(i)	If to the Company, to: 


MaxLinear, Inc. 

2051 Palomar Airport Road, Suite 100 
 Carlsbad, CA 92011 
 Attention: Chief Financial Officer 

Facsimile: (760) 444-8598 
 Email: aspice@maxlinear.com 
 (with a copy to) 

Wilson Sonsini Goodrich & Rosati 
 Professional Corporation 
 12235 El Camino Real, Suite 200 

San Diego, CA 92130 
 Attention: Robert Kornegay 
 Facsimile: (858) 350-2399 

Email: rkornegay@wsgr.com 
  

	 	(ii)	If to the Selling Stockholders, at such address as set forth on the signature pages hereto. 


or to such other person or address as any party shall have specified by notice in writing to the other parties. If personally delivered,
such communication shall be deemed delivered upon actual receipt; if sent by facsimile transmission or electronic transmission, such communication shall be deemed delivered the day of the transmission or, if the transmission is not made on a
business day before 5:00 p.m. at the place of receipt, the first business day after transmission (and sender shall bear the burden of proof of delivery); if sent by U.S. mail, such communication shall be deemed delivered as of the date of delivery
indicated on the receipt issued by the relevant postal service or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal; and if sent by overnight courier, such communication shall be deemed delivered upon
receipt. 
 6.5 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party
hereto under this Agreement upon the breach or default of any other party hereto under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein,
or of, or in any similar breach or default thereafter 

  
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occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of a party hereto under this Agreement of any breach or default under this Agreement, or any waiver on the part of any party hereto of any provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing or as provided in this Agreement. All remedies, either under this Agreement or by law or otherwise afforded to a party hereto, shall be cumulative and not alternative. 

6.6 Expenses. The Company and the Selling Stockholders shall each pay their own expenses, including any legal expenses, in
connection with the transactions contemplated by this Agreement. 
 6.7 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 

6.8 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. 

(Signature pages follows) 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 
  

			
	COMPANY:
	
	MAXLINEAR, INC.
	a Delaware corporation
		
	By:	 	 /s/ Adam Spice

	Name:	 	Adam Spice
	Title:	 	Vice President and Chief Financial Officer


 [Signature Page to Stock Repurchase Agreement] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 
  

			
	SELLING STOCKHOLDERS:
	
	MISSION VENTURES III, L.P.
	MISSION VENTURES AFFILATES III, L.P.
	
	By: Mission Ventures Management III, LLC
	Its General Partner
		
	By:	 	 /s/ Leo S. Spiegel

		 	        Leo S. Spiegel
		 	        Managing Member
		
		 	                Address: 3570 Carmel Mountain Road,
		 	                Suite 200, San Diego, CA 92130
		 	                Phone: 858-350-2170
		 	                Fax: 858-350-2101
		 	                Email: Ted@missionventures.com
	
	U.S. VENTURE PARTNERS VIII, L.P.
	USVP VIII AFFILIATES FUND, L.P.
	USVP ENTREPRENEUR PARTNERS VIII-A, L.P.
	USVP ENTREPRENEUR PARTNERS VIII-B, L.P.
	
	By: Presidio Management Group VIII, L.L.C
	The General Partner of Each
		
	By:	 	 /s/ Steven M. Krausz

		 	        Steven M. Krausz
		 	        Managing Member
		
		 	                Address: 2735 Sand Hill Road
		 	                Menlo Park, CA 94025
		 	                Phone: 650-854-9080
		 	                Fax: 650-854-3018
		 	                Email: deals@usvp.com


 [Signature Page to Stock Repurchase Agreement] 







 EXHIBIT A 
 Selling Stockholders 
  

							
	 Entity
	  	 Type of Stock
	  	Number of Shares	 
	 Mission Ventures III, L.P.
	  	Class A Common Stock	  	 	1,103,940	  
	 Mission Ventures Affiliates III, L.P.
	  	Class A Common Stock	  	 	48,398	  
	 U.S. Venture Partners VIII, L.P.
	  	Class B Common Stock	  	 	488,481	  
	 USVP VIII Affiliates Fund, L.P.
	  	Class B Common Stock	  	 	4,715	  
	 USVP Entrepreneur Partners VIII-A, L.P.
	  	Class B Common Stock	  	 	4,515	  
	 USVP Entrepreneur Partners VIII-B, L.P.
	  	Class B Common Stock	  	 	2,289