For those curious enough to want to review the methodology used by JMP Securities which ultimately was used as a basis for the support of the $5.75/share offer price, please go to the SC 13E3 SEC Filing dated 9/9/09 "Going Private Transaction by Certain Issuers." After opening this file then open, Seq 4 - Presentation to the Special Committee of the Board of Directors dated August 7, 2009. The valuation methodologies employed by JMP Securities, calculations and supporting data is covered on pages 19 through 32.

I don't want to get into the specifics or arguments against using certain of the methodologies but it is important to keep in mind the underlying circumstances at the point in time the data was determined. Last twelve months trailing EBITDA's and EBITDA multiples were negatively impacted by the then existing business/economic/stock market environments, projected future twelve month EBITDA's were conservatively biased because no one could foresee when the economic/business/stock market environments would improve. Use of existing or historic stock market prices is meaningless in the context of an extremely depressed, oversold stock market environment, etc., etc.

Under this type of background, I would argue the only methodology which from a shareholders point of view would render a valid fair value is the "discounted cash flows" approach, since it does consider a calculated value for future MTSI operations when both business and economic conditons improve.

On page 20 of the above mentioned document the calculated "discounted cash flows" valuation range for MTSI is $53 to $68 million. What does that calculate to on a per share basis?

In millions, except per share price....

$53.0 Low valuation
($7.8) Reduction for net debt outstanding at 6/30/09
______
$45.2 Value attributable to MTSI common stock outstanding

6.8 Diluted MTSI outstanding shares

$6.65 Low value for each MTSI share



$68.0 High valuation
($7.8) Reduction for net debt outstanding at 6/30/09
______
$60.2 Value attributable to MTSI common stock outstanding

6.8 Diluted MTSI shares outstanding

$8.85 High value for each MTSI share outstanding

If I was an outside member of the MTSI Board of Directors involved in this buyout, I would require a deal price in this range before recommending to shareholders a fair price opinion. Of course, only my opinion.

My comments on some of the other arguments utilized to support the low $5.75 per share price.....

Concentration of major portion of MTSI business in a few customers....that is the nature of the beast in the segment they operate in. MTSI is attempting to enter both new market segments and expand geographic presence (outside the U. S.) which won't eliminate the problem but which shows they recognize the problem.

Concern over the future profitability of international operations. Here again, no question the strengthening of the U. S. dollar has negatively impacted the MTSI international operating results but this is a temporary situation. as we speak, we are seeing the U. S. dollar weakening. With the huge forecasted future U. S. budget deficits, how can the U. S. dollar do anything but weaken going forward?

MTSI stock is not liquid, very few shares trade and there is no analyst following. Here again, efforts need to be made by Todd to educate individual and institutional investors. A small cap company with approx. 7 million shares outstanding is not by definition a volatile, illiquid stock. There was no MTSI formal plan in place to overcome the lack of MTSI company knowledge and lack of awareness on the Wall St.

Inability to borrow, again temporary improving as we speak.

Just a few thoughts in response to a deal price that is too cheap.

Bean