EX-4.6





 Exhibit 4.6 

THIRD AMENDMENT 
 TO THE
SECOND AMENDED AND RESTATED 
 INVESTOR RIGHTS AGREEMENT 

THIS THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Third Amendment”) is made as of
June 6, 2018, by and among MACOM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the Persons listed as set forth on the signature pages hereto, each of which is an Investor under that certain
Second Amended and Restated Investor Rights Agreement, dated as of February 28, 2012 (as amended, the “Agreement”), for the purpose of making certain amendments to the Agreement. Unless otherwise defined herein, all capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Agreement. 
 PRELIMINARY STATEMENTS 

Pursuant to Section 3.04 of the Agreement, the Agreement may be amended by the written agreement of the Company, the Majority
Class B Investors and the Majority Continuing Investors. The Company and the undersigned Investors constituting the Majority Class B Investors and the Majority Continuing Investors desire to make the amendment to the Agreement set forth in
this Third Amendment. 
 AGREEMENT 

NOW, THEREFORE, in consideration for the mutual promises provided herein, and other good and valid consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree to the following: 
 1. Exception to Piggyback Registration Rights. 

Section 2.02(a) of the Agreement is hereby amended by inserting the following sentence at the end of the paragraph in
Section 2.02(a): 
 “Notwithstanding the foregoing, the notice provisions of this
Section 2.02(a) shall not apply to any Piggyback Registration relating to the registration statement on Form S-3 to be filed by the Company with the Securities and Exchange Commission
prior to June 30, 2018 (the “2018 Shelf Registration Statement”). Furthermore, only Summit Investors and GaAs Labs Investors, and, for the avoidance of doubt, no other Investor, shall have any registration rights under
Article II of the Agreement with respect to their respective Registrable Securities in connection with the 2018 Shelf Registration Statement or any public offering of Registrable Securities which are offered for sale under the 2018 Shelf
Registration Statement and the Company shall include in any such public offering all Continuing Investor Registerable Securities held by the GaAs Labs Investors and all Summit Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 5 days after receipt of the Company’s notice, subject to the limitations and priorities set forth in this Section 2.02.” 

2. Full Force and Effect 
 Except as
otherwise amended hereby, the terms and provisions of the Agreement shall remain in full force and effect and any conflict between the terms of the Agreement and this Third Amendment shall be construed in favor of this Third Amendment. 

3. Headings 
 The headings of this Third
Amendment are for convenience only and do not constitute a part of this Third Amendment. 
 4. Counterparts 

This Third Amendment may be executed in any number of counterparts (including by means of facsimile or electronic transmission in portable
document format (pdf)), each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 

5. Telecopy Execution and Delivery 
 A
facsimile, telecopy or other reproduction of this Third Amendment may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on













 
behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to
execute and deliver an original of this Third Amendment as well as any facsimile, telecopy or other reproduction hereof. 
 6. Governing Law 

This Third Amendment and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of
the State of Delaware, without regard to principles of conflicts of law. 
 [Signature Pages Follow] 












 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Second
Amended and Restated Investor Rights Agreement as of the date first above written. 
  

			
	COMPANY:
	
	MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
		
	By:	 	/s/ Robert J. McMullan
	Name:	 	Robert J. McMullan
	Title:	 	Senior Vice President and Chief Financial Officer


  
 SIGNATURE PAGE TO THE THIRD
AMENDMENT TO THE 
 SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 












 
			
	 INVESTORS:

	
	OCAMPO FAMILY TRUST—2001
		
	By:	 	/s/ John L. Ocampo
	Name:	 	John L. Ocampo
	Title:	 	Trustee


  

	
	/s/ John L. Ocampo
	John L. Ocampo, Co-Trustee of the 2007 Trust Agreement for Bobby J. Ocampo


  

	
	/s/ Susan M. Ocampo
	Susan M. Ocampo, Co-Trustee of the 2007 Trust Agreement for Bobby J. Ocampo


  

	
	/s/ John L. Ocampo
	John L. Ocampo, Co-Trustee of the 2007 Trust Agreement for Ashley T. Ocampo


  

	
	/s/ Susan M. Ocampo
	Susan M. Ocampo, Co-Trustee of the 2007 Trust Agreement for Ashley T. Ocampo


  

	
	/s/ John L. Ocampo
	John L. Ocampo, Co-Trustee of the 2007 Trust Agreement for Joshua F. Ocampo


  

	
	/s/ Susan M. Ocampo
	Susan M. Ocampo, Co-Trustee of the 2007 Trust Agreement for Joshua F. Ocampo


  
 SIGNATURE PAGE TO THE THIRD
AMENDMENT TO THE 
 SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 












 
			
	SUMMIT PARTNERS PRIVATE EQUITY FUND VII-A, L.P.
		
	By:	 	 Summit Partners PE VII, L.P.

	Its:	 	General Partner
		
	By:	 	Summit Partners PE VII, LLC
	Its:	 	General Partner
		
	By:	 	Summit Partners, L.P.
	Its:	 	Managing Member
		
	By:	 	Summit Master Company, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Peter Y. Chung

	Name:	 	 Peter Y. Chung

	Title:	 	Member


  

			
	SUMMIT PARTNERS PRIVATE EQUITY FUND VII-B, L.P.
		
	By:	 	 Summit Partners PE VII, L.P.

	Its:	 	General Partner
		
	By:	 	Summit Partners PE VII, LLC
	Its:	 	General Partner
		
	By:	 	Summit Partners, L.P.
	Its:	 	Managing Member
		
	By:	 	Summit Master Company, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Peter Y. Chung

	Name:	 	 Peter Y. Chung

	Title:	 	Member


  

			
	 SUMMIT INVESTORS I, LLC

		
	By:	 	 Summit Investors Management, LLC

	Its:	 	Manager
		
	By:	 	 Summit Master Company, LLC

	Its:	 	 Managing Member

		
	By:	 	 /s/ Peter Y. Chung

	Name:	 	 Peter Y. Chung

	Title:	 	Member


  

			
	 SUMMIT INVESTORS I (UK), L.P.

		
	By:	 	 Summit Investors Management, LLC

	Its:	 	Manager
		
	By:	 	 Summit Master Company, LLC

	Its:	 	 Managing Member

		
	By:	 	 /s/ Peter Y. Chung

	Name:	 	 Peter Y. Chung

	Title:	 	Member


  
 SIGNATURE PAGE TO THE THIRD
AMENDMENT TO THE 
 SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT