0001341004-07-001784 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG AX HOLDING CORP. (“Parent”), AX ACQUISITION CORP. a wholly-owned direct subsidiary of Parent (“Merger Sub”), and AEROFLEX INCORPORATED (the “Company”) Dated as of May 25, 2007

Merger Agreement • June 5th, 2007 • Aeroflex Inc • Semiconductors & related devices • Delaware

• Contract Type
  Merger Agreement
• Filed
  June 5th, 2007
• Company
  Aeroflex Inc
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of May 25, 2007 (this “Agreement”), by and among AX Holding Corp., a Delaware corporation (“Parent”), AX Acquisition Corp., Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Aeroflex Incorporated, a Delaware corporation (the “Company”). Capitalized terms used without having been previously defined in this Agreement are defined in the Section indicated for such capitalized terms in the Index of Defined Terms.