Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Steven G. Litchfield, certify that:

I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of MaxLinear, Inc.; and

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

October 23, 2019
/s/ Steven G. Litchfield

Steven G. Litchfield

  Chief Financial Officer and Chief Corporate Strategy Officer

  (Principal Financial Officer)