X0204 3 2012-03-14 0 0001493594 M/A-COM Technology Solutions Holdings, Inc. MTSI 0000830588 SUMMIT PARTNERS L P 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Manager of GP of 10% Owner 0001486418 Summit Partners PE VII, L.P. 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 GP of 10% Owner 0001486419 Summit Partners PE VII, LLC 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Indirect GP of 10% Owner 0001507545 Summit Investors Management, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 0 1 Manager of GP of 10% Owner 0001018067 MANNION MARTIN J C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 0 1 Manager of GP of 10% owner 0001018062 EVANS BRUCE R C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 0 1 Manager of GP of 10% owner Class B Convertible Preferred Stock 2010-12-21 Common Stock 33884814 I Manager of GP of 10% owner. Warrants 3.51 2010-12-21 Common Stock 5082722 I Manager of GP of 10% owner. The Class B Convertible Preferred Stock is convertible into M/A-COM Technology Solutions Holdings, Inc. common stock on the closing date of the initial public offering ("IPO") registered on March 14, 2012 and has no expiration date. The Warrants are convertible into M/A-COM Technology Solutions Holdings, Inc. common stock and have no expiration date. The Convertible Class B Preferred Stock is held as follows: 21,132,108 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 12,692,284 in the name of Summit Partners Private Equity Fund VII-B, L.P.; 56,436 in the name of Summit Investors I, LLC; 3,986 in the name of Summit Investors I (UK), L.P. The Class B Convertible Preferred Stock will be spilt on a one for four basis effective on the closing date of the IPO. The rights to purchase common stock shares are held as follows: 3,169,816 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 1,903,843 in the name of Summit Partners Private Equity Fund VII-B, L.P.; 8,465 in the name of Summit Investors I, LLC; 598 in the name of Summit Investors I (UK), L.P. The rights to purchase common stock shares will be spilt on a one for four basis effective on the closing date of the IPO. The entities mentioned in Footnote 3 and 4 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC., and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a three-person Investment Committee currently composed of Bruce R. Evans, Martin J. Mannion and Peter Chung, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Entities, Mr. Mannion, Mr. Evans and Mr. Chung disclaim beneficial ownership of the shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Persons' pecuniary interest therein. Summit Partners, L.P., by Summit Master Company, LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 2012-03-14 Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 2012-03-14 Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 2012-03-14 Summit Investors Management, LLC, its GP, by Summit Partners, L.P.its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 2012-03-14 Robin W. Devereux, Power of Attorney for Martin J. Mannion 2012-03-14 Robin W. Devereux, Power of Attorney for Bruce R. Evans 2012-03-14