REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated April 12, 2021 (this Agreement) is entered into by and among Marvell Technology, Inc., a Delaware corporation (the Company), Marvell Technology Group Ltd., a Bermuda Company (Marvell or the Initial Guarantor) and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC (the Representatives), as representatives of the Initial Purchasers listed on Schedule 1 of the Purchase Agreement (as defined below).
The Company, Marvell and the Initial Purchasers are parties to the Purchase Agreement dated April 5, 2021 (the Purchase Agreement), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of the Companys 1.650% Senior Notes due 2026, $750,000,000 aggregate principal amount of the Companys 2.450% Senior Notes due 2028 and $750,000,000 aggregate principal amount of the Companys 2.950% Senior Notes due 2031 (the Securities) which will be guaranteed on an unsecured senior basis by each of the Guarantors (as defined below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
The Securities are being issued and sold in connection with the acquisition of all of the outstanding equity interests of Inphi Corporation, a Delaware corporation (Inphi), by the Company pursuant to an Agreement and Plan of Merger, dated as of October 29, 2020 (as in effect as of the date hereof, together with all exhibits, schedules and attachments thereto, the Merger Agreement), among the Company, Marvell, Maui Acquisition Company Ltd, a Bermuda exempted company, Indigo Acquisition Corp., a Delaware corporation, and Inphi. Pursuant to the Merger Agreement and a statutory merger agreement complying with the requirements of Section 105 of the Companies Act 1981 of Bermuda, as amended, Marvell will acquire Inphi in a cash and stock transaction through (1) the merger of Maui Acquisition Company Ltd with and into Marvell and (2) the merger of Indigo Acquisition Corp. with and into Inphi. As a result of these transactions, which will become effective within one minute of each other, Marvell and Inphi will become wholly owned subsidiaries of the Company.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement.