0001341004-07-001698 Sample Contracts

BY AND AMONG
Agreement and Plan of Merger • May 29th, 2007 • Aeroflex Inc • Semiconductors & related devices • Delaware
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AEROFLEX INCORPORATED
Letter Agreement • May 29th, 2007 • Aeroflex Inc • Semiconductors & related devices

This Letter Agreement is entered into, effective as of the date hereof, between you and Aeroflex Incorporated ("Aeroflex" or the "Company"). Reference is made to that certain letter agreement between you and Aeroflex dated March 2, 2007 (the "March 2 Letter Agreement"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the March 2 Letter Agreement.

Amendment to Rights Agreement
Amendment to Rights Agreement • May 29th, 2007 • Aeroflex Inc • Semiconductors & related devices • Delaware

AMENDMENT TO RIGHTS AGREEMENT, dated as of May 25, 2007, (this “Amendment”), to the Rights Agreement, dated as of August 13, 1998, (the “Rights Agreement”), by and between Aeroflex Incorporated (the “Company”) and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.

AEROFLEX INCORPORATED
Aeroflex Incorporated • May 29th, 2007 • Aeroflex Inc • Semiconductors & related devices • New York

This Letter Agreement is entered into, effective as of the date hereof, between you and Aeroflex Incorporated ("Aeroflex" or the "Company"). Reference is made to that certain letter agreement between you and Aeroflex dated March 2, 2007 (the "March 2 Letter Agreement"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the March 2 Letter Agreement.

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