Exhibit 4.7


 


 


 


 


 


 


	
  COMMON STOCK

  	
   

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  
	
  [GRAPHIC]

  	
  [GRAPHIC]

  	
  [GRAPHIC]

  
	
  AHC

  	
  AEROFLEX HOLDING CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AEROFLEX HOLDING CORP.

  	
  SEE REVERSE FOR CERTAIN

  
	
   

  	
  INCORPORATED UNDER THE LAWS 

  	
  DEFINITIONS

  
	
   

  	
  OF THE STATE OF DELAWARE

  	
  CUSIP TO COME

  
	
   

  	
   

  	
   

  
	
  This
  Certifies that

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  is
  the record holder of

  	
   

  	
   

  



 


FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE
PER SHARE, OF


 


AEROFLEX HOLDING CORP.


 


transferable
on the books of the Corporation by the holder hereof, in person or by duly
authorized attorney, upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.


 


Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


 


Dated:


 


	
   

  	
  AEROFLEX
  HOLDING CORP.

  	
   

  
	
   

  	
  CORPORATE

  	
   

  
	
  /s/
  John Adamovich, Jr.

  	
  SEAL

  	
  /s/
  Leonard Borow

  
	
  SECRETARY

  	
  2007

  	
  CHIEF
  EXECUTIVE OFFICER

  
	
   

  	
  DELAWARE

  	
  AND
  PRESIDENT

  
	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  
	
   

  	
  AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

  
	
   

  	
  (NEW
  YORK, N.Y.)

  
	
   

  	
  TRANSFER
  AGENT AND REGISTRAR

  
	
   

  	
   

  
	
   

  	
  BY

  	
   

  
	
   

  	
  AUTHORIZED
  SIGNATURE

  



 

















 


The
Corporation will furnish without charge to each shareholder who so requests a
full statement of the designation, relative rights, preferences and limitations
of each class of stock of this Corporation authorized to be issued; the
designation, relative rights, preferences, and limitations of each series
thereof so far as the same have been prescribed; and the authority of the Board
of Directors of this Corporation to designate and prescribe the relative
rights, preferences and limitations of other series.


 


The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN
  COM

  	
  —
  as tenants in common

  	
   

  	
   

  	
                   Custodian                 

  
	
   

  	
   

  	
   

  	
  UNIF
  GIFT MIN ACT —

  	
   

  
	
  TEN
  ENT

  	
  —
  as tenants by the entireties

  	
   

  	
   

  	
      (Cust)
                      (Minor)

  
	
  JT
  TEN 

  	
  —
  as joint tenants with right of

  	
   

  	
   

  	
  under
  Uniform Gifts to Minors

  
	
   

  	
  survivorship and not as tenants in common

  	
   

  	
   

  	
  Act                                         

                       (State)

  



 


Additional abbreviations may also be used
though not in the above list.


 


	
  FOR VALUE RECEIVED,

  	
   

  	
  hereby sell, assign and transfer unto

  
	
   

  	
   

  	
   

  
	
  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  	
   

  



 


	
   

  
	
  (PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

  



 


                           shares of the
common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint                         
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.


 


Dated
                                      


 


	
   

  	
  

  	
   

  
	
   

  	
  NOTICE:

  	
  THE
  SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
  THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  	
   

  
	
   

  	
  

  	
   

  
	
   

  	
  NOTICE:

  	
  THE
  SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
  THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  THE
  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS OR CREDIT UNIONS WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
  S.E.C. RULE 17Ad-15.

  	
   

  	
   

  
				



 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT
IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.