7. Subsequent Events

In April 2012, the Company commenced an offer to exchange (the "Exchange Offer") certain outstanding options to purchase shares of the Company's Class A common stock and shares of the Company's Class B common stock, whether vested or unvested, that (i) have an exercise price per share greater than $5.00 (or if higher, the closing sales price of the Company's Class A common stock on the expiration date of this offer), (ii) were granted under either the MaxLinear 2010 Equity Incentive Plan or the MaxLinear 2004 Stock Plan, and (iii) are held by Eligible Employees for restricted stock units. The Exchange Offer provides that, if an eligible employee participates and surrenders his or her Eligible Option(s), he or she will receive a new unvested RSU award for a number of shares that is equal to fifty percent (50%) of the aggregate number of shares underlying the eligible options that were surrendered by the eligible employee.

The actual number of shares of Class A common stock subject to the RSUs to be issued in the Exchange Offer will depend on the number of shares of Class A common stock and Class B common stock subject to the unexercised options tendered by Eligible Employees and accepted for exchange and cancelled. As of April 18, 2012, there were outstanding Eligible Options to purchase 1,825,471 shares of the Company's Class A common stock and 834,759 shares of the Company's Class B common stock.