0001193125-12-085125 Sample Contracts

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 28th, 2012 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware

THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 28, 2012, by and among (i) M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), (ii) the Persons set forth under the heading “Summit Investors” on Exhibit A attached hereto, (iii) the Persons set forth under the heading “Continuing Investors” on Exhibit A attached hereto, and (iv) each other Person who acquires Equity Securities of the Company and becomes party to this Agreement by execution of a joinder agreement. The Persons referred to in clauses (ii), (iii) and (iv) of the preceding sentence are referred to herein individually as an “Investor” and collectively as the “Investors.”

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AUGMENTING LENDER SUPPLEMENT
Augmenting Lender Supplement • February 28th, 2012 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices

AUGMENTING LENDER SUPPLEMENT, dated February 24, 2012 (this “Supplement”), to the Credit Agreement, dated as of September 30, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among M/A-COM Technology Solutions Holdings, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

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