41.  Plaintiff brings this action derivatively in the right and for the benefit of  Entropic to redress injuries suffered, and to be suffered, by Entropic as a direct result  of the breaches of fiduciary duty by the Individual Defendants.   42.  Plaintiff will adequately and fairly represent the interests of Entropic and  its shareholders in enforcing and prosecuting their rights.   43.  Plaintiff is and was an owner of the stock of Entropic during all times  relevant to the Individual Defendants' wrongful course of conduct alleged herein.   45.  Plaintiff brings this action individually and as a class action pursuant to  Federal Rule of Civil Procedure 23 on behalf of all public holders of Entropic  common stock who are being and will be harmed by defendants' actions described  below (the "Class"). Excluded from the Class are defendants herein and any person,  firm, trust, corporation, or other entity related to or affiliated with any defendant.   46.  This action is properly maintainable as a class action under Federal Rule  of Civil Procedure 23.   47.  The Class is so numerous that joinder of all members is impracticable.  According to Entropic's U.S. Securities and Exchange Commission filings, as of  October 31, 2014, there were more than 90 million shares of Entropic common stock  outstanding.   49.  Plaintiff's claims are typical of the claims of the other members of the  Class and plaintiff does not have any interests adverse to the Class.   50.  Plaintiff is an adequate representative of the Class, has retained  competent counsel experienced in litigation of this nature, and will fairly and  adequately protect the interests of the Class.   52.  Plaintiff anticipates that there will be no difficulty in the management of  this litigation. A class action is superior to other available methods for the fair and  efficient adjudication of this controversy.   53.  Defendants have acted on grounds generally applicable to the Class with  respect to the matters complained of herein, thereby making appropriate the relief  sought herein with respect to the Class as a whole.  54.  Plaintiff incorporates by reference and realleges each and every  allegation set forth above.   55.  The Individual Defendants have violated fiduciary duties of care, loyalty,  candor, good faith, and independence owed to Entropic and have acted to put their  personal interests ahead of the interests of Entropic.   56.  By the acts, transactions and courses of conduct alleged herein, the  Individual Defendants, individually and acting as a part of a common plan, have  violated their fiduciary duties by entering into a merger transaction with MaxLinear  without regard to the fairness of the transaction to Entropic.   58.  Because the Individual Defendants dominate and control the business and  corporate affairs of Entropic, and are in possession of private corporate information  concerning Entropic's assets, business and future prospects, there exists an imbalance  and disparity of knowledge and economic power between them and the public  shareholders of Entropic which makes it inherently unfair for them to pursue any  proposed transaction wherein they will reap disproportionate benefits to the exclusion  of maximizing stockholder value.   59.  By reason of the foregoing acts, practices and course of conduct, the  Individual Defendants have failed to exercise ordinary care and diligence in the  exercise of their fiduciary obligations toward Entropic.   60.  The Individual Defendants are engaging in self dealing, are not acting in  good faith toward Entropic, and have breached and are breaching the fiduciary duties  owed to Entropic.   61.  Unless enjoined by this Court, the Individual Defendants will continue to  breach their fiduciary duties owed to the Company, and may consummate the  Proposed Acquisition without providing the Company and its shareholders a full and  fair sales process.   62.  As a result of the Individual Defendants' actions, the Company has and  will be irreparably harmed.   63.  The Company has no adequate remedy at law.  64.  Plaintiff repeats and realleges each allegation set forth herein.   66.  By the acts, transactions and courses of conduct alleged herein,  defendants, individually and acting as a part of a common plan, knowingly or  recklessly and in bad faith are attempting to unfairly deprive plaintiff and the other  members of the Class of the true value of their investment in Entropic.   67.  The Individual Defendants have knowingly or recklessly and in bad faith  violated their fiduciary duties by entering into the Proposed Acquisition without  regard to the fairness of the transaction to Entropic's shareholders. MaxLinear, Inc.,  Merger Sub One and Merger Sub Two aided and abetted the Individual Defendants'  breaches of fiduciary duties owed to plaintiff and the other holders of Entropic stock.   68.  As demonstrated by the allegations above, the Individual Defendants  knowingly or recklessly and in bad faith failed to exercise the care required, and  breached their duties of loyalty, good faith, candor and independence owed to the  shareholders of Entropic because, among other reasons, they failed to ensure a fair  process and maximization of shareholder value.   69.  Because the Individual Defendants dominate and control the business and  corporate affairs of Entropic, and are in possession of private corporate information  concerning Entropic's assets, business and future prospects, there exists an imbalance  and disparity of knowledge and economic power between them and the public  shareholders of Entropic which makes it inherently unfair for them to pursue any  proposed transaction wherein they will reap disproportionate benefits to the exclusion  of maximizing stockholder value.   71.  As a result of the actions of defendants, plaintiff and the Class have been  and will be irreparably harmed.   72.  Unless the Proposed Acquisition is enjoined by the Court, defendants will  continue to knowingly or recklessly and in bad faith breach their fiduciary duties  owed to plaintiff and the other members of the Class, will not engage in arm's-length  negotiations on the Proposed Acquisition's terms, and will not supply to Entropic's  shareholders sufficient information to enable them to make informed decisions  regarding the tender of their shares in connection with the Proposed Acquisition, and  may consummate the Proposed Acquisition, all to the irreparable harm of the  members of the Class.   73.  Plaintiff and the other members of the Class have no adequate remedy at  law. Only through the exercise of this Court's equitable powers can plaintiff and the  Class be fully protected from the immediate and irreparable injury which defendants'  actions threaten to inflict.  Class Claim for Breach of Fiduciary Duties and Aiding and Abetting  Against All Defendants   Derivative Claim Against the Individual Defendants for  Bread of Fiduciary Duties  