Marvell Technology Group (MRVL)

3.21         Investor Representations.

(a)   Economic Risk.  Each of Seller and the Subsidiary Sellers is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.  Seller acknowledges that it and the Subsidiary Sellers are able to fend for themselves in the issuance of the Stock Consideration as contemplated by this Agreement and have the ability to bear the economic risks of their investment and ownership of Buyer Common Stock pursuant to this Agreement, and have had the opportunity to ask questions and receive answers of Buyer concerning Buyer and its business and financial condition.

(b)   Purchase for Own Account.  The Stock Consideration will be acquired for Seller’s and Subsidiary Sellers’ own accounts, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.

(c)   Exempt from Registration; Restricted Securities.  Seller and the Subsidiary Sellers understand that the Stock Consideration will not be registered under the Securities Act, on the grounds that the sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of Buyer on such exemption is predicated in part on Seller’s representations set forth in this Agreement.  Seller and the Subsidiary Sellers understand that the shares of Stock Consideration being acquired hereunder are restricted securities within the meaning of Rule 144 under the Securities Act; that the shares of Stock Consideration are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.

26

(d)   Restrictive Legends.  It is understood that each certificate representing the Stock Consideration issued hereunder, and any other securities issued in respect of any of the foregoing upon any stock split, stock dividend, recapitalization, merger or similar event shall be stamped or otherwise imprinted with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES,  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

3.22         Complete Copies. To Seller’s Knowledge, except as set forth on Schedule 3.08, Seller has delivered true and complete copies of each Material Contract that has been requested in writing (including email) by Buyer or its counsel, and there are no amendments or modifications thereto that have not been disclosed in writing to Buyer.