EX-4.5



 Exhibit 4.5 
 FIRST AMENDMENT 
 TO THE SECOND AMENDED AND RESTATED 

INVESTOR RIGHTS AGREEMENT 
 THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of May 20, 2013, by and among M/A-COM 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 (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 Amendment. 

AGREEMENT 

NOW, THEREFORE, in consideration for the mutual promises provided herein, and other good and valid consideration, the receipt and
sufficiency is hereby acknowledged, the parties hereto agree to the following: 
  

	1.	Exception to Demand Registration Rights. 

 Section 2.01(a) of the Agreement is hereby amended by inserting the following sentence at the end of the paragraph in Section 2.01(a): 

“Notwithstanding the foregoing, the terms and conditions of this Section 2.01(a) shall not apply to the demand
registration relating to the registration statement on Form S-3 to be filed with the Securities and Exchange Commission prior to May 30, 2013 (the “Resale Registration Statement”). For avoidance of doubt, the Investors (other
than the Summit Investors (excluding Mainsail Partners II, L.P.) and any GaAs Labs Investor) shall not have any registration rights under Article II of the Agreement with respect to their respective Registrable Securities in connection with
the Resale Registration Statement.” 
  

	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 Amendment shall be construed in favor of this Amendment. 








	3.	Headings 

 The headings of
this Amendment are for convenience only and do not constitute a part of this Amendment. 
  

	4.	Counterparts 

 This
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 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 Amendment as well as any facsimile, telecopy or other reproduction hereof. 
  

	6.	Governing Law 

 This
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 Page Follows] 

  
 -2-









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

			
	COMPANY:
	
	M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
		
	By:	 	  /s/ Clay Simpson

	Name : Clay Simpson
	Title: General Counsel and Secretary


 SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE 

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 







  

			
	INVESTORS:
	
	GAAS LABS, LLC
		
	By:	 	  /s/ John L. Ocampo

	Name: John Ocampo
	Title: President
	
	OCAMPO FAMILY TRUST - 2001
		
	By:	 	  /s/ John L. Ocampo

	Name: John 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 FIRST 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:	 	  /s/ Peter Chung

	Name: Peter 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:	 	  /s/ Peter Chung

	Name: Peter Chung
	Title: Member
	
	SUMMIT INVESTORS I, LLC
		
	By:	 	Summit Investors Management, LLC
	Its:	 	Manager
		
	By:	 	Summit Partners, L.P.
	Its:	 	Manager
		
	By:	 	Summit Master Company, LLC
	Its:	 	General Partner
		
	By:	 	  /s/ Peter Chung

	Name: Peter Chung
	Title: Member


 SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE 

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 







  

			
	SUMMIT INVESTORS I (UK), L.P.
		
	 By:
	 	Summit Investors Management, LLC
	Its:	 	Manager
		
	By:	 	Summit Partners, L.P.
	Its:	 	Manager
		
	By:	 	Summit Master Company, LLC
	Its:	 	General Partner
		
	By:	 	  /s/ Peter Chung

	Name: Peter Chung
	Title: Member


 SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE 

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT