X0304 4 2012-03-20 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 0001507545 Summit Investors Management, LLC 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 Common Stock 2012-03-20 4 C 0 8471200 A 8471200 I See Remarks. Common Stock 2012-03-20 4 A 0 2631 0 A 2631 I See Footnote. Class B Convertible Preferred Shares 2012-03-20 4 C 0 33884814 0 D Common Stock 8471200 0 I See Remarks. The Common Stock is held as follows: 5,283,026 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 3,173,070 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 14,108 shares in the name of Summit Investors I, LLC; 996 shares in the name of Summit Investors I (UK), L.P. The Class B Convertible Preferred Stock is convertible into M/A-COM Technology Solutions Holdings, Inc. common stock on the basis of one share of Common Stock for every four shares of Class B Convertible Preferred Stock on the closing date of M/A-COM Technology Solutions Holdings, Inc.'s initial public offering and has no expiration date. The Convertible Class B Preferred Stock was held as follows: 21,132,108 shares in the name of Summit Partners Private Equity Fund VII-A, L.P.; 12,692,284 shares in the name of Summit Partners Private Equity Fund VII-B, L.P.; 56,436 shares in the name of Summit Investors I, LLC; 3,986 shares in the name of Summit Investors I (UK), L.P. The restricted stock was granted to Mr. Peter Chung as a part of director compensation. Mr. Chung is a member of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P. Mr. Chung is deemed to hold the restricted stock for the benefit of Summit Partners, which determines when the restricted stock will be sold and is entitled to the proceeds. Accordingly, Summit Partners and Summit Master Company may be deemed indirect beneficial owners of the restricted stock, bringing the total number of shares owned indirectly by Summit Partners, L.P. to 8,473,831 shares. These shares vest on March 15, 2013. The entities mentioned in Footnote 1 and 3 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 Person's 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 2012-03-21 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 2012-03-21 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 2012-03-21 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 2012-03-21