Unassociated Document


     

    TEST
      EVOLUTION CORPORATION

    


    SERIES
      A-1 PREFERRED STOCK PURCHASE AGREEMENT

     

    October
      1, 2007

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    TABLE
      OF CONTENTS

     

    
      	 	
              Page

            
	
              1.
                Purchase and Sale of Preferred Stock

            	
              1

            
	 	 
	
              1.1
                Sale and Issuance of Series A-1 Preferred Stock

            	
              1

            
	
              1.2
                Closings; Delivery

            	
              1

            
	
              1.3
                Use of Proceeds

            	
              2

            
	
              1.4
                Defined Terms Used in this Agreement

            	
              2

            
	 	 
	
              2.
                Representations and Warranties of the Company

            	
              3

            
	 	 
	
              2.1
                Organization, Good Standing, Corporate Power and
                Qualification

            	
              3

            
	
              2.2
                Capitalization

            	
              3

            
	
              2.3
                Subsidiaries

            	
              4

            
	
              2.4
                Authorization

            	
              4

            
	
              2.5
                Valid Issuance of Shares

            	
              4

            
	
              2.6
                Governmental Consents and Filings

            	
              5

            
	
              2.7
                Litigation

            	
              5

            
	
              2.8
                Intellectual Property

            	
              5

            
	
              2.9
                Compliance with Other Instruments

            	
              6

            
	
              2.10
                Agreements; Actions

            	
              6

            
	
              2.11
                Certain Transactions

            	
              7

            
	
              2.12
                Rights of Registration and Voting Rights

            	
              7

            
	
              2.13
                Absence of Liens

            	
              7

            
	
              2.14
                Employee Matters

            	
              8

            
	
              2.15
                Tax Returns and Payments

            	
              8

            
	
              2.16
                Confidential Information and Invention Assignment
                Agreements

            	
              9

            
	
              2.17
                Permits

            	
              9

            
	
              2.18
                Corporate Documents

            	
              9

            
	
              2.19
                Disclosure

            	
              9

            
	
               

            	 
	
              3.
                Representations and Warranties of the Purchaser

            	
              9

            
	 	 
	
              3.1
                Authorization

            	
              9

            
	
              3.2
                Purchase Entirely for Own Account

            	
              9

            
	
              3.3
                Disclosure of Information

            	
              10

            
	
              3.4
                Restricted Securities

            	
              10

            
	
              3.5
                No Public Market

            	
              10

            
	
              3.6
                Legends

            	
              10

            
	
              3.7
                Accredited Investor

            	
              11

            
	
              3.8
                No General Solicitation

            	
              11

            
	
              3.9
                Residence

            	
              11

            
	 	 
	
              4.
                Conditions to the Purchaser’s Obligations at Closing

            	
              11

            
	 	 
	
              4.1
                Representations and Warranties

            	
              11

            
	
              4.2
                Performance

            	
              11

            
	
              4.3
                Compliance Certificate

            	
              11

            
	
              4.4
                Qualifications

            	
              11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.5
                Board of Directors

            	
              11

            
	
              4.6
                Indemnification Agreement

            	
              11

            
	
              4.7
                Investors’ Rights Agreement

            	
              12

            
	
              4.8
                Stockholders Agreement

            	
              12

            
	
              4.9
                Voting Agreement

            	
              12

            
	
              4.10
                Restated Certificate

            	
              12

            
	
              4.11
                Secretary’s Certificate

            	
              12

            
	
              4.12
                Alperovich Agreement

            	
              12

            
	
              4.13
                Proceedings and Documents

            	
              12

            
	 	 
	
              5.
                Conditions of the Company’s Obligations at Initial Closing

            	
              12

            
	 	 
	
              5.1
                Representations and Warranties

            	
              12

            
	
              5.2
                Performance

            	
              12

            
	
              5.3
                Qualifications

            	
              13

            
	
              5.4
                Investors’ Rights Agreement

            	
              13

            
	
              5.5
                Stockholders Agreement

            	
              13

            
	
              5.6
                Voting Agreement

            	
              13

            
	 	 
	
              6.
                Miscellaneous

            	
              13

            
	 	 
	
              6.1
                Survival of Warranties

            	
              13

            
	
              6.2
                Successors and Assigns

            	
              13

            
	
              6.3
                Governing Law

            	
              13

            
	
              6.4
                Counterparts; Facsimile

            	
              13

            
	
              6.5
                Titles and Subtitles

            	
              14

            
	
              6.6
                Notices

            	
              14

            
	
              6.7
                No Finder’s Fees

            	
              14

            
	
              6.8
                Amendments and Waivers

            	
              14

            
	
              6.9
                Severability

            	
              14

            
	
              6.10
                Delays or Omissions

            	
              14

            
	
              6.11
                Entire Agreement

            	
              14

            


    

    


    
      	
              Exhibit
                A

            	
              Schedule
                of Purchaser

            
	
              Exhibit
                B

            	
              Form
                of Amended and Restated Certificate of Incorporation

            
	
              Exhibit
                C

            	
              Disclosure
                Schedule

            
	
              Exhibit
                D

            	
              Form
                of Indemnification Agreement

            
	
              Exhibit
                E

            	
              Form
                of Investors’ Rights Agreement

            
	
              Exhibit
                F

            	
              Form
                of Stockholders Agreement

            
	
              Exhibit
                G

            	
              Form
                of Voting Agreement

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    TEST
      EVOLUTION CORPORATION

    


    SERIES
      A-1 PREFERRED STOCK PURCHASE AGREEMENT

     

    THIS
      SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”)
      is
      made as of the 1st day of October, 2007 by and between Test Evolution
      Corporation, a Delaware corporation (the “Company”),
      Lev
      Alperovich, an individual and principal stockholder of the Company
      (“Alperovich”)
      and
      the investor listed on Exhibit
      A
      attached
      to this Agreement (the “Purchaser”).

     

    The
      parties hereby agree as follows:

     

    1. Purchase
      and Sale of Preferred Stock.

     

    1.1. Sale
      and Issuance of Series A-1 Preferred Stock.
      

     

    (a) The
      Company shall adopt and file with the Secretary of State of the State of
      Delaware on or before the Initial Closing (as defined below) the Amended and
      Restated Certificate of Incorporation in the form of Exhibit
      B
      attached
      to this Agreement (the “Restated
      Certificate”).

     

    (b) Subject
      to the terms and conditions of this Agreement, the Purchaser agrees to purchase
      at the Closings (as defined below), and the Company agrees to sell and issue
      to
      the Purchaser at the Closings, an aggregate of Four Million (4,000,000) shares
      of the Company’s Series A-1 Convertible Preferred Stock, $0.001 par value per
      share (the “Series
      A-1 Preferred Stock”)
      as set
      forth opposite the Purchaser’s name on Exhibit
      A,
      at a
      purchase price of $1.00 per share (the “Shares”).
      Two
      Million (2,000,000) Shares shall be purchased by Purchaser and sold and issued
      by the Company at the “Initial
      Closing,”
and
      Two Million (2,000,000) Shares shall be purchased by Purchaser and sold and
      issued by the Company at the “Second
      Closing,”
(each
      such term defined below).

     

    1.2. Closings;
      Delivery.

     

    (a) The initial
      purchase and sale of Two Million (2,000,000) Shares shall take place remotely
      via the exchange of documents and signatures, at 11:00 a.m. on October __,
      2007,
      or at such other time and place as the Company and the Purchaser mutually agree
      upon, orally or in writing (which time and place are designated as the
“Initial
      Closing”).
      The
      second purchase and sale of Two Million (2,000,000) Shares shall take place
      remotely via the exchange of documents and signatures, at 11:00 a.m. on April
      1,
      2008, or (i) at such other time and place as the Company and the Purchaser
      mutually agree upon, orally or in writing, or (ii) at such earlier time as
      the
      Purchaser may, acting in its sole discretion, designate in writing to the
      Company, (which time and place are designated as the “Second
      Closing”;
      and
      together with the Initial Closing, the “Closings”).
      Notwithstanding the foregoing, if prior to the date of the Second Closing any
      matter, issue, event, occurrence, right or obligation in which the percentage
      ownership of shares of Series A Preferred Stock is at issue, or with respect
      to
      which the matter, issue, event, occurrence, right or obligation would be
      impacted in any way based on the percentage ownership of shares of Series A-1
      Preferred Stock and Series A-2 Preferred Stock, or the rights of the holders
      of
      Series A-1 Preferred Stock would in any way be impaired (each a “Meaningful
      Matter”),
      the
      Purchaser shall have the right, exercisable in its sole discretion, to be
      exercised within ten (10) business days of notice of the pendency of a
      Meaningful Matter, to accelerate its purchase of Shares at the Second Closing.
      The Company covenants and agrees that resolution of any Meaningful Matter will
      not be permitted to occur prior to the expiration of such ten day period.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) At
      the
      Closings, the Company shall deliver to the Purchaser a certificate representing
      the Shares being purchased by Purchaser at such Closing against payment of
      the
      purchase price therefor by wire transfer to a bank account designated by the
      Company.

     

    1.3 Use
      of
      Proceeds.
      In
      accordance with the directions of the Company’s Board of Directors, as it shall
      be constituted in accordance with the Voting Agreement (as defined below),
      the
      Company will use the proceeds from the sale of the Shares to commence
      development and manufacturing and sales operations for instrument products
      for
      module test and measurement and for other general corporate
      purposes.

    


    1.4. Defined
      Terms Used in this Agreement.
      In
      addition to the terms defined above, the following terms used in this Agreement
      shall be construed to have the meanings set forth or referenced
      below.

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person who or which, directly
      or
      indirectly, controls, is controlled by, or is under common control with such
      specified Person, including, without limitation, any partner, officer, director,
      member or employee of such Person and any venture capital fund now or hereafter
      existing that is controlled by or under common control with one or more general
      partners or managing members of, or shares the same management company with,
      such Person.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    “Company
      Intellectual Property”
means
      all patents, patent applications, trademarks, trademark applications, service
      marks, tradenames, copyrights, trade secrets, licenses, domain names, mask
      works, information and proprietary rights and processes as are necessary to
      the
      conduct of the Company’s business as now conducted and as presently proposed to
      be conducted.

     

    “Indemnification
      Agreement”
means
      the agreement between the Company and each member of its Board of Directors,
      in
      the form of Exhibit
      D
      attached
      to this Agreement.

     

    “Investors’
      Rights Agreement”
means
      the agreement among the Company and the Purchaser dated as of the date of the
      Initial Closing, in the form of Exhibit
      E
      attached
      to this Agreement.

     

    “Key
      Employee”
means
      any executive-level employee (including division director and vice
      president-level positions) as well as any employee or consultant who either
      alone or in concert with others develops, invents, programs or designs any
      Company Intellectual Property.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Knowledge,”
      including
      the phrase “to
      the Company’s knowledge,” shall
      mean the actual knowledge of the officers of the Company after due
      inquiry.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on the business, assets (including intangible assets),
      liabilities, financial condition, property, prospects or
      results of operations of the Company.

     

    “Person”
      means
      any individual, corporation, partnership, trust, limited liability company,
      association or other entity.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Stockholders
      Agreement”
means
      the agreement among the Company, the Purchaser, and certain other stockholders
      of the Company, dated as of the date of the Initial Closing, in the form of
      Exhibit
      F
      attached
      to this Agreement.

     

    “Transaction
      Agreements”
means
      this Agreement, the Restated Certificate, the Investors’ Rights Agreement, the
      Stockholders Agreement, the Confidentiality, Noncompetition and Assignment
      of
      Inventions Agreement between the Company and Alperovich dated as of even date
      herewith, the Voting Agreement and the Indemnification Agreements.

     

    “Voting
      Agreement”
means
      the agreement among the Company, the Purchaser and certain other stockholders
      of
      the Company, dated as of the date of the Initial Closing, in the form of
Exhibit
      G
      attached
      to this Agreement.

     

    2. Representations
      and Warranties of the Company.
      The
      Company and Alperovich hereby jointly and severally represent and warrant to
      the
      Purchaser that, except as set forth on the Disclosure Schedule attached as
      Exhibit
      C
      to this
      Agreement, which exceptions shall be deemed to be part of the representations
      and warranties made hereunder, the following representations are true and
      complete as of the date of the Initial Closing. The Disclosure Schedule shall
      be
      arranged in sections corresponding to the numbered and lettered sections and
      subsections contained in this Section
      2,
      and the
      disclosures in any section or subsection of the Disclosure Schedule shall
      qualify other sections and subsections in this Section
      2
      only to
      the extent it is readily apparent from a reading of the disclosure that such
      disclosure is applicable to such other sections and subsections.

     

    2.1. Organization,
      Good Standing, Corporate Power and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all requisite corporate power
      and authority to carry on its business as presently conducted and as proposed
      to
      be conducted. The Company is duly qualified to transact business and is in
      good
      standing in each jurisdiction in which the failure to so qualify would have
      a
      Material Adverse Effect.

     

    2.2. Capitalization.
      The
      authorized capital of the Company consists, immediately prior to the Initial
      Closing, of:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (a) Forty
      Million (40,000,000) shares of common stock, $0.001 par value per share (the
      “Common
      Stock”),
      Four
      Million (4,000,000) shares of which are issued and outstanding immediately
      prior
      to the Initial Closing. All of the outstanding shares of Common Stock have
      been
      duly authorized, are fully paid and nonassessable and were issued in compliance
      with all applicable federal and state securities laws.

     

    (b) Six
      Million (6,000,000) shares of Preferred Stock, Four Million (4,000,000) of
      which
      shares have been designated Series A-1 Preferred Stock, none of which are issued
      and outstanding immediately prior to the Initial Closing, and Two Million
      (2,000,000) of
      which
      shares have been designated Series A-2 Preferred Stock, all of which are issued
      and outstanding immediately prior to the Initial Closing. The Series A-1
      Preferred Stock and the Series A-2 Preferred Stock are sometimes referred to
      together as the Series A Preferred Stock. The rights, privileges and preferences
      of the Series A Preferred Stock are as stated in the Restated Certificate and
      as
      provided by the general corporation law of the jurisdiction of the Company’s
      incorporation. 

     

    (c) Except
      as
      set forth herein, there are no outstanding options, warrants, rights (including
      conversion or preemptive rights and rights of first refusal or similar rights)
      or agreements, orally or in writing, to purchase or acquire from the Company
      any
      shares of Common Stock or Series A-1 Preferred Stock, or any securities
      convertible into or exchangeable for shares of Common Stock or Series A-1
      Preferred Stock.

     

    2.3. Subsidiaries.
      The
      Company does not currently own or control, directly or indirectly, any interest
      in any other corporation, partnership, trust, joint venture, limited liability
      company, association, or other business entity. The Company is not a participant
      in any joint venture, partnership or similar arrangement.

     

    2.4. Authorization.
      All
      corporate action required to be taken by the Company’s Board of Directors and
      stockholders in order to authorize the Company to enter into the Transaction
      Agreements, and to issue the Shares at the Closings and the Common Stock
      issuable upon conversion of the Shares, has been taken or will be taken prior
      to
      the Initial Closing. All action on the part of the officers of the Company
      necessary for the execution and delivery of the Transaction Agreements, the
      performance of all obligations of the Company under the Transaction Agreements
      to be performed as of the Closings, and the issuance and delivery of the Shares
      has been taken or will be taken prior to the Initial Closing. The Transaction
      Agreements, when executed and delivered by the Company, shall constitute valid
      and legally binding obligations of the Company, enforceable against the Company
      in accordance with their respective terms, except (i) as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
      or
      other laws of general application relating to or affecting the enforcement
      of
      creditors’ rights generally, (ii) as limited by laws relating to the
      availability of specific performance, injunctive relief, or other equitable
      remedies, or (iii) to the extent the indemnification provisions contained in
      the
      Investors’ Rights Agreement and the Indemnification Agreement may be limited by
      applicable federal or state securities laws.

     

    2.5. Valid
      Issuance of Shares.
      The
      Shares, when issued, sold and delivered in accordance with the terms and for
      the
      consideration set forth in this Agreement, will be validly issued, fully paid
      and nonassessable and free of restrictions on transfer other than restrictions
      on transfer under certain of the Transaction Agreements, applicable state and
      federal securities laws and liens or encumbrances created by or imposed by
      the
      Purchaser. Assuming the accuracy of the representations of the Purchaser in
      Section
      3
      of this
      Agreement, and subject to the filings described in Section
      2.6(ii)
      below,
      the Shares will be issued in compliance with all applicable federal and state
      securities laws. The Common Stock issuable upon conversion of the Shares has
      been duly reserved for issuance, and upon issuance in accordance with the terms
      of the Restated Certificate, will be validly issued, fully paid and
      nonassessable and free of restrictions on transfer other than restrictions
      on
      transfer under certain of the Transaction Agreements, applicable federal and
      state securities laws and liens or encumbrances created by or imposed by the
      Purchaser. Based in part upon the representations of the Purchaser in
Section
      3
      of this
      Agreement, and subject to Section
      2.6
      below,
      the Common Stock issuable upon conversion of the Shares will be issued in
      compliance with all applicable federal and state securities laws.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.6. Governmental
      Consents and Filings.
      Assuming the accuracy of the representations made by the Purchaser in
Section
      3
      of this
      Agreement, no consent, approval, order or authorization of, or registration,
      qualification, designation, declaration or filing with, any federal, state
      or
      local governmental authority is required on the part of the Company in
      connection with the consummation of the transactions contemplated by this
      Agreement, except for (i) the filing of the Restated Certificate, which will
      have been filed as of the Initial Closing, and (ii) filings pursuant to
      Regulation D of the Securities Act, and applicable state securities laws, which
      have been made or will be made in a timely manner.

     

    2.7. Litigation.
      There
      is no claim, action, suit, proceeding, arbitration, complaint, charge or
      investigation pending or, to the Company’s knowledge, currently threatened (i)
      against the Company or any officer, director or Key Employee of the Company
      arising out of their employment or relationship with the Company; (ii) that
      questions the validity of the Transaction Agreements or the right of the Company
      to enter into them, or to consummate the transactions contemplated by the
      Transaction Agreements; or (iii) that would reasonably be expected to have,
      either individually or in the aggregate, a Material Adverse Effect. Neither
      the
      Company nor, to the Company’s knowledge, any of its officers, directors or Key
      Employees is a party or is named as subject to the provisions of any order,
      writ, injunction, judgment or decree of any court or government agency or
      instrumentality (in the case of officers, directors or Key Employees, such
      as
      would affect the Company). There is no action, suit, proceeding or investigation
      by the Company pending or which the Company intends to initiate.

     

    2.8. Intellectual
      Property.
      The
      Company owns or possesses or can acquire on commercially reasonable terms
      sufficient legal rights to all Company Intellectual Property without, to the
      Company’s knowledge, any conflict with, or infringement of, the rights of
      others. To the Company’s knowledge, (i) no product or service marketed or sold
      (or proposed to be marketed or sold) by the Company violates or will violate
      any
      license or infringes or will infringe any intellectual property rights of any
      other party and (ii) no product or services currently marketed or sold by a
      third party infringes any intellectual property rights of the Company. Other
      than with respect to commercially available software products under standard
      end-user object code license agreements, there are no outstanding options,
      licenses, agreements, claims, encumbrances or shared ownership interests of
      any
      kind relating to the Company Intellectual Property, nor is the Company bound
      by
      or a party to any options, licenses or agreements of any kind with respect
      to
      the patents, trademarks, service marks, trade names, copyrights, trade secrets,
      licenses, information, proprietary rights and processes of any other Person.
      The
      Company has not received any communications alleging that the Company has
      violated or, by conducting its business, would violate any of the patents,
      trademarks, service marks, tradenames, copyrights, trade secrets, mask works
      or
      other proprietary rights or processes of any other Person. The Company has
      obtained and possesses valid licenses to use all of the software programs
      present on the computers and other software-enabled electronic devices that
      it
      owns or leases or that it has otherwise provided to its employees for their
      use
      in connection with the Company’s business. To the Company’s knowledge, it will
      not be necessary to use any inventions of any of its employees or consultants
      (or Persons it currently intends to hire) made prior to their employment by
      the
      Company. Each employee and consultant has assigned or will assign to the Company
      all intellectual property rights he or she owns that are related to the
      Company’s business as now conducted and as presently proposed to be conducted.


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    2.9. Compliance
      with Other Instruments.
      The
      Company is not in violation or default (i) of any provisions of its Restated
      Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree,
      (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement,
      contract or purchase order to which it is a party or by which it is bound that
      is required to be listed on the Disclosure Schedule, or,
      to
      its knowledge, of any provision of federal or state statute, rule or regulation
      applicable to the Company, the violation of which would have a Material Adverse
      Effect. The execution, delivery and performance of the Transaction Agreements
      and the consummation of the transactions contemplated by the Transaction
      Agreements will not result in any such violation or be in conflict with or
      constitute, with or without the passage of time and giving of notice, either
      (i)
      a default under any such provision, instrument, judgment, order, writ, decree,
      contract or agreement or (ii) an event which results in the creation of any
      lien, charge or encumbrance upon any assets of the Company or the suspension,
      revocation, forfeiture, or nonrenewal of any material permit or license
      applicable to the Company.

     

    2.10. Agreements;
      Actions.

     

    (a) Except
      for the Transaction Agreements and as disclosed on Schedule
      C,
      there
      are no agreements, understandings, instruments, contracts or proposed
      transactions to which the Company is a party or by which it is bound that
      involve (i) obligations (contingent or otherwise) of, or payments to, the
      Company in excess of $25,000, (ii) the license of any patent, copyright,
      trademark, trade secret or other proprietary right to or from the Company,
      (iii)
      the grant of rights to manufacture, produce, assemble, license, market, or
      sell
      its products to any other Person, (iv) any limit on the Company’s exclusive
      right to develop, manufacture, assemble, distribute, market or sell its products
      in any territory, or (v) indemnification by the Company with respect to
      infringements of proprietary rights. Neither the Company nor, to its knowledge,
      any third party to any agreement disclosed on Schedule
      C
      is in
      default with respect to such agreement.

     

    (b) The
      Company has not (i) declared or paid any dividends, or authorized or made any
      distribution upon or with respect to any class or series of its capital stock,
      (ii) incurred any indebtedness for money borrowed or incurred any other
      liabilities individually or in the aggregate in excess of $25,000, (iii) made
      any loans or advances to any Person, other than ordinary advances for travel
      expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets
      or
      rights, other than the sale of its inventory in the ordinary course of business.
      For the purposes of subsections (b) and (c) of this Section
      2.10,
      all
      indebtedness, liabilities, agreements, understandings, instruments, contracts
      and proposed transactions involving the same Person (including Persons the
      Company has reason to believe are affiliated with each other) shall be
      aggregated for the purpose of meeting the individual minimum dollar amounts
      of
      such subsection.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) The
      Company is not a guarantor or indemnitor of any indebtedness of any other
      Person.

     

    2.11. Certain
      Transactions.
      

     

    (a) Other
      than (i) standard employee benefits generally made available to all employees,
      (ii) standard director and officer indemnification agreements approved by the
      Board of Directors (including, without limitation, the Indemnification
      Agreements), and (iii) the purchase of shares of the Company’s capital stock and
      the issuance of options to purchase shares of the Company’s Common Stock, in
      each instance, approved in the written minutes of the Board of Directors,
      complete copies of which have been provided to Purchaser, there are no
      agreements, understandings or proposed transactions between the Company and
      any
      of its officers, directors, consultants or Key Employees, or any Affiliate
      thereof.

     

    (b) The
      Company is not indebted, directly or indirectly, to any of its directors,
      officers or employees or to their respective spouses or children or to any
      Affiliate of any of the foregoing, other than in connection with expenses or
      advances of expenses incurred in the ordinary course of business or employee
      relocation expenses and for other customary employee benefits made generally
      available to all employees. None of the Company’s directors, officers or
      employees, or any members of their immediate families, or any Affiliate of
      the
      foregoing (i) are, directly or indirectly, indebted to the Company or, (ii)
      to
      the Company’s knowledge, have any direct or indirect ownership interest in any
      firm or corporation with which the Company is affiliated or with which the
      Company has a business relationship, or any firm or corporation which competes
      with the Company except that directors, officers or employees or stockholders
      of
      the Company may own stock in (but not exceeding two percent (2%) of the
      outstanding capital stock of) publicly traded companies that may compete with
      the Company. To the Company’s knowledge, none of the Company’s Key Employees or
      directors or any members of their immediate families or any Affiliate of any
      of
      the foregoing are, directly or indirectly, interested in any material contract
      with the Company. 

     

    2.12. Rights
      of Registration and Voting Rights.
      Except
      as provided in the Investors’ Rights Agreement, the Company is not under any
      obligation to register under the Securities Act any of its currently outstanding
      securities or any securities issuable upon exercise or conversion of its
      currently outstanding securities. To the Company’s knowledge, except as
      contemplated in the Voting Agreement, no stockholder of the Company has entered
      into any agreements with respect to the voting of capital shares of the
      Company.

     

    2.13. Absence
      of Liens.
      The
      property and assets that the Company owns are free and clear of all mortgages,
      deeds of trust, liens, loans and encumbrances, except for statutory liens for
      the payment of current taxes that are not yet delinquent and encumbrances and
      liens that arise in the ordinary course of business and do not materially impair
      the Company’s ownership or use of such property or assets. With respect to the
      property and assets it leases, the Company is in compliance with such leases
      and, to its knowledge, holds a valid leasehold interest free of any liens,
      claims or encumbrances other than those of the lessors of such property or
      assets.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    2.14. Employee
      Matters.
      

     

    (a) A
      list of
      Company employees appears on Schedule
      C.

     

    (b) Alperovich
      is not obligated under any contract (including licenses, covenants or
      commitments of any nature) or other agreement, or subject to any judgment,
      decree or order of any court or administrative agency, that would materially
      interfere with his ability to promote the interest of the Company or that would
      conflict with the Company’s business. Neither the execution or delivery of the
      Transaction Agreements, nor the carrying on of the Company’s business by the
      employees of the Company, nor the conduct of the Company’s business as now
      conducted and as presently proposed to be conducted, will, to the Company’s
      knowledge, conflict with or result in a breach of the terms, conditions, or
      provisions of, or constitute a default under, any contract, covenant or
      instrument under which Alperovich or any employee anticipated to be engaged
      by
      the Company is obligated. 

     

    (c) The
      Company is not delinquent in payments to any of its employees, consultants,
      or
      independent contractors for any wages, salaries, commissions, bonuses, or other
      direct compensation for any service performed for it to the date hereof or
      amounts required to be reimbursed to such employees, consultants, or independent
      contractors. The Company has complied in all material respects with all
      applicable state and federal equal employment opportunity laws and with other
      laws related to employment, including those related to wages, hours, worker
      classification, and collective bargaining. The Company has withheld and paid
      to
      the appropriate governmental entity or is holding for payment not yet due to
      such governmental entity all amounts required to be withheld from employees
      of
      the Company and is not liable for any arrears of wages, taxes, penalties, or
      other sums for failure to comply with any of the foregoing.

     

    (d) The
      Company has not made any representations regarding equity incentives to any
      officer, employees, director or consultant that are inconsistent with the share
      amounts and terms set forth in the minutes of meetings of the Company’s Board of
      Directors, complete copies of which have been delivered to the
      Purchaser.

     

    2.15. Tax
      Returns and Payments.
       There
      are
      no federal, state, county, local or foreign taxes due and payable by the Company
      which have not been timely paid. There are no accrued and unpaid federal, state,
      country, local or foreign taxes of the Company which are due, whether or not
      assessed or disputed. There have been no examinations or audits of any tax
      returns or reports by any applicable federal, state, local or foreign
      governmental agency. The Company has duly and timely filed all federal, state,
      county, local and foreign tax returns required to have been filed by it and
      there are in effect no waivers of applicable statutes of limitations with
      respect to taxes for any year. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    2.16. Confidential
      Information and Invention Assignment Agreements.
      Alperovich has executed an agreement with the Company regarding confidentiality
      and proprietary information substantially in the form or forms delivered to
      the
      counsel for the Purchaser (the “Confidential
      Information Agreements”).
      

     

    2.17. Permits.
      The
      Company has all franchises, permits, licenses and any similar authority
      necessary for the conduct of its business, the lack of which could reasonably
      be
      expected to have a Material Adverse Effect. The Company is not in default in
      any
      material respect under any of such franchises, permits, licenses or other
      similar authority.

     

    2.18. Corporate
      Documents.
      The
      Restated Certificate and Bylaws of the Company are in the form provided to
      the
      Purchaser. The copy of the minute books of the Company provided to the Purchaser
      contains minutes of all meetings of directors and stockholders and all actions
      by written consent without a meeting by the directors and stockholders since
      the
      date of incorporation and accurately reflects in all material respects all
      actions by the directors (and any committee of directors) and stockholders
      with
      respect to all transactions referred to in such minutes.

     

    2.19. Disclosure.
      The
      Company has made available to the Purchaser all the information reasonably
      available to the Company that the Purchaser has requested for deciding whether
      to acquire the Shares. No representation or warranty of the Company contained
      in
      this Agreement, as qualified by the Disclosure Schedule, and no certificate
      furnished or to be furnished to Purchaser at the Initial Closing contains any
      untrue statement of a material fact or, to the Company’s knowledge, omits to
      state a material fact necessary in order to make the statements contained herein
      or therein not misleading in light of the circumstances under which they were
      made.

     

    3. Representations
      and Warranties of the Purchaser.
      The
      Purchaser hereby represents and warrants to the Company that:

     

    3.1. Authorization.
      The
      Purchaser has full power and authority to enter into the Transaction Agreements.
      The Transaction Agreements to which Purchaser is a party, when executed and
      delivered by the Purchaser, will constitute valid and legally binding
      obligations of the Purchaser, enforceable in accordance with their terms, except
      (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance, and any other laws of general application affecting
      enforcement of creditors’ rights generally, and as limited by laws relating to
      the availability of specific performance, injunctive relief, or other equitable
      remedies, or (b) to the extent the indemnification provisions contained in
      the
      Investors’ Rights Agreement may be limited by applicable federal or state
      securities laws.

     

    3.2. Purchase
      Entirely for Own Account.
      This
      Agreement is made with the Purchaser in reliance upon the Purchaser’s
      representation to the Company, which by the Purchaser’s execution of this
      Agreement, the Purchaser hereby confirms, that the Shares to be acquired by
      the
      Purchaser will be acquired for investment for the Purchaser’s own account, not
      as a nominee or agent, and not with a view to the resale or distribution of
      any
      part thereof, and that the Purchaser has no present intention of selling,
      granting any participation in, or otherwise distributing the same. By executing
      this Agreement, the Purchaser further represents that the Purchaser does not
      presently have any contract, undertaking, agreement or arrangement with any
      Person to sell, transfer or grant participations to such Person or to any third
      Person, with respect to any of the Shares. The Purchaser has not been formed
      for
      the specific purpose of acquiring the Shares.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.3. Disclosure
      of Information.
      The
      Purchaser has had an opportunity to discuss the Company’s business, management,
      financial affairs and the terms and conditions of the offering of the Shares
      with the Company’s management and has had an opportunity to review the Company’s
      facilities. The foregoing, however, does not limit or modify the representations
      and warranties of the Company and Alperovich in Section
      2
      of this
      Agreement or the right of the Purchaser to rely thereon.

     

    3.4. Restricted
      Securities.
      The
      Purchaser understands that the Shares, and the shares of Common Stock issued
      upon conversion thereof, have not been, and will not be, registered under the
      Securities Act, by reason of a specific exemption from the registration
      provisions of the Securities Act which depends upon, among other things, the
      bona fide nature of the investment intent and the accuracy of the Purchaser’s
      representations as expressed herein. The Purchaser understands that the Shares,
      and the shares of Common Stock issued upon conversion thereof, are “restricted
      securities” under applicable U.S. federal and state securities laws and that,
      pursuant to these laws, the Purchaser must hold the Shares,
      and the shares of Common Stock issued upon conversion thereof, indefinitely
      unless they are registered with the Securities and Exchange Commission and
      qualified by state authorities, or an exemption from such registration and
      qualification requirements is available. The Purchaser acknowledges that the
      Company has no obligation to register or qualify the Shares, or the shares
      of
      Common Stock issued upon conversion thereof, for resale except as set forth
      in
      the Investors’ Rights Agreement. The Purchaser further acknowledges that if an
      exemption from registration or qualification is available, it may be conditioned
      on various requirements including, but not limited to, the time and manner
      of
      sale, the holding period for the Shares, or the shares of Common Stock issued
      upon conversion thereof, and on requirements relating to the Company which
      are
      outside of the Purchaser’s control, and which the Company is under no
      obligation and
      may
      not be able to satisfy.

     

    3.5. No
      Public Market.
      The
      Purchaser understands that no public market now exists for the Shares, or the
      shares of Common Stock issued upon conversion thereof, and that the Company
      has
      made no assurances that a public market will ever exist for such
      shares.

     

    3.6. Legends.
      The
      Purchaser understands that the Shares, and any securities issued in respect
      of
      or exchange for the Shares, may bear one or all of the following
      legends:

     

    (a) “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
      VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
      TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
      THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
      SUCH
      REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b) Any
      legend set forth in, or required by, the other Transaction
      Agreements.

     

    (c) Any
      legend required by the securities laws of any state to the extent such laws
      are
      applicable to the Shares, or any securities issued in respect of or exchange
      for
      the Shares, represented by the certificate so legended. 

     

    3.7. Accredited
      Investor.
      The
      Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
      D
      promulgated under the Securities Act.

     

    3.8. No
      General Solicitation.
      Neither
      the Purchaser, nor any of its agents, if any, has either, directly or
      indirectly, including through a broker or finder (a) engaged in any general
      solicitation, or (b) published any advertisement in connection with the offer
      and sale of the Shares.

     

    3.9. Residence.
      The
      Purchaser is located in the state identified in the address of the Purchaser
      set
      forth on Exhibit
      A.

     

    4. Conditions
      to the Purchaser’s Obligations at Initial Closing.
      The
      obligations of the Purchaser to purchase Shares at the Initial Closing are
      subject to the fulfillment, on or before the Initial Closing, of each of the
      following conditions, as applicable, unless otherwise waived:

     

    4.1. Representations
      and Warranties.
      The
      representations and warranties of the Company and Alperovich contained in
Section
      2
      shall be
      true and correct in all respects as of such Closing.

    


    4.2. Performance.
      The
      Company shall have performed and complied with all covenants, agreements,
      obligations and conditions contained in this Agreement that are required to
      be
      performed or complied with by the Company on or before such
      Closing.

    


    4.3. Compliance
      Certificate.
      The
      President of the Company shall deliver to the Purchaser at such Closing a
      certificate certifying that the conditions specified in Sections
      4.1 and 4.2
      have
      been fulfilled.

    


    4.4. Qualifications.
      All
      authorizations, approvals or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the Shares pursuant to this
      Agreement shall be obtained and effective as of such Closing.

    


    4.5. Board
      of Directors.
      As of
      the Initial Closing, the authorized size of the Board shall be three (3), and
      the Board shall be comprised of Leonard Borow and Lev Alperovich, leaving one
      vacancy.

    


    4.6. Indemnification
      Agreement.
      The
      Company and each member of the Board of Directors shall have executed and
      delivered an Indemnification Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    4.7. Investors’
      Rights Agreement.
      The
      Company, the
      Purchaser and the other stockholders of the Company named as parties thereto
      shall have executed and delivered the Investors’ Rights Agreement. 

    


    4.8. Stockholders
      Agreement.
      The
      Company, the Purchaser and the other stockholders of the Company named as
      parties thereto shall have executed and delivered the Stockholders
      Agreement.

    


    4.9. Voting
      Agreement.
      The
      Company, the Purchaser, and the other stockholders of the Company named as
      parties thereto shall have executed and delivered the Voting
      Agreement.

    


    4.10. Restated
      Certificate.
      The
      Company shall have filed the Restated Certificate with the Secretary of State
      of
      Delaware on or prior to the Initial Closing, which shall continue to be in
      full
      force and effect as of the Closings.

     

    4.11. Secretary’s
      Certificate.
      The
      Secretary of the Company shall have delivered to the Purchaser at the Initial
      Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions
      of the Board of Directors of the Company approving the Transaction Agreements
      and the transactions contemplated under the Transaction Agreements, and (iii)
      resolutions of the stockholders of the Company approving the Restated
      Certificate.

     

    4.12. Alperovich
      Agreement
      Alperovich shall have executed and delivered to the Company a Confidentiality,
      Noncompetition and Assignment of Inventions Agreement in the form approved
      by
      Purchaser and its counsel.

     

    4.13. Proceedings
      and Documents.
      All
      corporate and other proceedings in connection with the transactions contemplated
      at the Initial Closing and all documents incident thereto shall be reasonably
      satisfactory in form and substance to the Purchaser, and the Purchaser (or
      its
      counsel) shall have received all such counterpart original and certified or
      other copies of such documents as reasonably requested. Such documents may
      include good standing certificates.

     

    5. Conditions
      of the Company’s Obligations at Initial Closing.
      The
      obligations of the Company to sell Shares to the Purchaser at the Initial
      Closing are subject to the fulfillment, on or before the Initial Closing, of
      each of the following conditions, as applicable, unless otherwise
      waived:

     

    5.1. Representations
      and Warranties.
      The
      representations and warranties of the Purchaser contained in Section
      3
      shall be
      true and correct in all respects as of such Closing.

    


    5.2. Performance.
      The
      Purchaser shall have performed and complied with all covenants, agreements,
      obligations and conditions contained in this Agreement that are required to
      be
      performed or complied with by them on or before such Closing.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    5.3. Qualifications.
      All
      authorizations, approvals or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the Share pursuant to this
      Agreement shall be obtained and effective as of such Closing.

    


    5.4. Investors’
      Rights Agreement.
       The
      Purchaser and the other stockholders of the Company named as parties thereto
      shall have executed and delivered the Investors’ Rights Agreement.

    


    5.5. Stockholders
      Agreement.
      The
      Purchaser and the other stockholders of the Company named as parties thereto
      shall have executed and delivered the Stockholders Agreement.

    


    5.6. Voting
      Agreement.
      The
      Purchaser and the other stockholders of the Company named as parties thereto
      shall have executed and delivered the Voting Agreement.

     

    6. Miscellaneous.

     

    6.1. Survival
      of Warranties.
      Unless
      otherwise set forth in this Agreement, the representations and warranties of
      the
      Company and the Purchaser contained in or made pursuant to this Agreement shall
      survive the execution and delivery of this Agreement and the Closings and shall
      in no way be affected by any investigation or knowledge of the subject matter
      thereof made by or on behalf of the Purchaser or the Company.

     

    6.2. Successors
      and Assigns.
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties. Nothing
      in
      this Agreement, express or implied, is intended to confer upon any party other
      than the parties hereto or their respective successors and assigns any rights,
      remedies, obligations, or liabilities under or by reason of this Agreement,
      except as expressly provided in this Agreement.

     

    6.3. Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware, regardless of the laws that might otherwise govern under
      applicable principles of conflicts of law. Any action, suit or proceeding
      initiated under this agreement shall be brought in the state or federal courts
      located within the domicile jurisdiction of the party against which such action,
      suit or proceeding is brought, and such courts shall have exclusive jurisdiction
      over such claims, with the parties hereto submitting to the jurisdiction of
      such
      courts. The prevailing party in any action, suit or proceeding shall be entitled
      to reimbursement of its reasonable legal fees and expenses from the other party
      in such matter.

     

    6.4. Counterparts;
      Facsimile.
      This
      Agreement may be executed and delivered by facsimile signature and in two or
      more counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    6.5. Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    6.6. Notices.
      All
      notices and other communications given or made pursuant to this Agreement shall
      be in writing and shall be deemed effectively given: (a) upon personal delivery
      to the party to be notified, (b) when sent by confirmed electronic mail or
      facsimile if sent during normal business hours of the recipient, and if not
      so
      confirmed, then on the next business day, (c) five (5) days after having been
      sent by registered or certified mail, return receipt requested, postage prepaid,
      or (d) one business (1) day after deposit with a nationally recognized overnight
      courier, specifying next business day delivery, with written verification of
      receipt. All communications to the Purchaser shall be sent to the Purchaser
      at
      the address, e-mail address or facsimile number set forth on Exhibit
      A,
      or to
      such e-mail address, facsimile number or address as subsequently modified by
      written notice given in accordance with this Section
      6.6,
      and a
      copy of such notice shall also be given to Edward S. Wactlar, Esq., Moomjian,
      Waite, Wactlar & Coleman, LLP; 100 Jericho Quadrangle, Jericho, NY 11753;
      E-mail ewactlar@mwwcllp.com; Fax: 516 937-5050. All communications to the
      Company shall be sent to the Company at the address, e-mail address or facsimile
      number set forth on the signature page hereto, and a copy of such notice shall
      also be sent to Lauren Jennings, Esq., c/o Posternak Blankstein & Lund LLP,
      Prudential Tower, 800 Boylston Street, Boston, MA 02199, E-mail:
      ljennings@pbl.com; Fax: 617-367-2315.

     

    6.7. No
      Finder’s Fees.
      Each
      party represents that it neither is nor will be obligated for any finder’s fee
      or commission in connection with this transaction. The Purchaser agrees to
      indemnify and to hold harmless the Company from any liability for any commission
      or compensation in the nature of a finder’s or broker’s fee arising out of this
      transaction (and the costs and expenses of defending against such liability
      or
      asserted liability) for which the Purchaser or any of its officers, employees,
      or representatives is responsible. The Company agrees to indemnify and hold
      harmless the Purchaser from any liability for any commission or compensation
      in
      the nature of a finder’s or broker’s fee arising out of this transaction (and
      the costs and expenses of defending against such liability or asserted
      liability) for which the Company or any of its officers, employees or
      representatives is responsible.

     

    6.8. Amendments
      and Waivers.
      Any
      term of this Agreement may be amended, terminated or waived only with the
      written consent of the Company, Alperovich and the Purchaser. Any amendment
      or
      waiver effected in accordance with this Section
      6.8
      shall be
      binding upon the Purchaser (and any transferee and assignee of the Purchaser)
      and the Company.

     

    6.9. Severability.
      The
      invalidity or unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision.

     

    6.10. Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to any party
      under this Agreement, upon any breach or default of any other party under this
      Agreement, shall impair any such right, power or remedy of such non-breaching
      or
      non-defaulting party nor shall it be construed to be a waiver of any such breach
      or default, or an acquiescence therein, or of or in any similar breach or
      default thereafter occurring; nor shall any waiver of any single breach or
      default be deemed a waiver of any other breach or default theretofore or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any party of any breach or default under this
      Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement or by law or otherwise afforded to any party, shall be cumulative
      and not alternative.

     

    6.11. Entire
      Agreement.
      This
      Agreement (including the Exhibits hereto) and the other Transaction Agreements
      constitute the full and entire understanding and agreement between the parties
      with respect to the subject matter hereof, and any other written or oral
      agreement relating to the subject matter hereof existing between the parties
      are
      expressly canceled.

     

    [Remainder
      of Page Intentionally Left Blank]

    

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      




    


    IN
      WITNESS WHEREOF, the parties have executed this Series A-1 Preferred Stock
      Purchase Agreement as of the date first written above.

     

    
      	 	
              COMPANY:

            
	 	 	 	 
	 	
              TEST
                EVOLUTION CORPORATION

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                Lev Alperovich

            
	 	 	
              Name:
                

            	
              Lev
                Alperovich

            
	 	 	
              Title:
                

            	
              President

            


    

     

    
      	 	
              Address:
                

            	
              16
                Hickory Street

            
	 	 	
              Lexington,
                MA 02421

            
	 	 	
              Attn.:
                

            	
              President

            
	 	
              E-mail:
                

            	
              lalperovich@mail.ru

            
	 	
              Fax
                No.:

            	 	 


    

     

    
      	 	
              PURCHASER:

            	 
	 	 	 	 
	 	
              AEROFLEX
                INCORPORATED

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                Leonard Borow

            
	 	 	
              Name:
                

            	
              Leonard
                Borow

            
	 	 	
              Title:
                

            	
              President
                and
                CEO

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBITS

     

    
      	
              Exhibit A
                - 

            	
              Schedule
                of Purchaser

            
	 	 
	
              Exhibit B
                -

            	
              Form
                of Amended and Restated Certificate of Incorporation

            
	 	 
	
              Exhibit C
                -

            	
              Disclosure
                Schedule

            
	 	 
	
              Exhibit D
                - 

            	
              Form
                of Indemnification Agreement

            
	 	 
	
              Exhibit E
                - 

            	
              Form
                of Investors’ Rights Agreement

            
	 	 
	
              Exhibit F
                - 

            	
              Form
                of Stockholders Agreement

            
	 	 
	
              Exhibit G
                - 

            	
              Form
                of Voting Agreement

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

    


    SCHEDULE
      OF PURCHASER

    


    
      	
              Name,
                Address, E-mail and Fax No.

            	
              Number
                of Shares Held

            	
              Purchase
                Price

            
	
              Aeroflex
                Incorporated

              35
                South Service Road

              Plainview,
                NY 11803

              E-mail:

              Fax
                No.:

            	
              4,000,000,
                upon consummation of the Closings (2,000,000 at each Closing)
                

            	
              $4,000,000
                ($2,000,000 at each Closing) 

            
	
              TOTAL:

            	
              4,000,000

            	
              $4,000,000,

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B

    


    FORM
      OF AMENDED AND RESTATED

    CERTIFICATE
      OF INCORPORATION

     

    [See
      Tab 7]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    DISCLOSURE
      SCHEDULE

    


    
      	Section
              2.2(c)	
              The
                Company has had discussions with three individuals regarding the
                proposed
                issuance of shares of common stock, either as restricted stock or
                as
                options. The following number of shares have been discussed, but
                no such
                discussions have been finalized or reduced to written
                documentation:

            


    

    


    
      	
              David
                Oka (employee):

            	
              4,000,000
                shares

            
	
              Michail
                Alperovich:

            	
              800,000
                shares

            
	
              Future
                Employee:

            	
              4,000,000
                shares

            


    

    


    
      	Section
              2.3	
              The
                Company has had discussions with Metrikos, Inc., a Massachusetts
                corporation, regarding a potential investment by the Company, pursuant
                to
                which the Company would acquire shares of Metrikos stock. Discussions
                have
                included the possibility of the Company acquiring a controlling interest
                in Metrikos.

            


    

    


    
      	Section
              2.10	
              The
                Company has entered into a contractual arrangement with the Purchaser
                pursuant to which the Company is providing development services.
                In
                connection with such arrangement, the Company is subcontracting certain
                portions of the services to
                Metrikos.

            


    

    


    
      	Section
              2.11	
              In
                connection with the closing of the purchase and sale of Series A-1
                Preferred Stock, the Company intends to enter into Confidentiality
                Agreements with its employees, and a Confidentiality and Noncompetition
                Agreement with Lev Alperovich.

            


    

    


    
      	Section
              2.14(a):	
              The
                Company currently employs the following
                individuals:

            


    

    


    Lev
      Alperovich

    David
      Oka

    Michail
      Alperovich

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      D

    


    FORM
      OF INDEMNIFICATION AGREEMENT

     

    [See
      Tabs 5, 5A and 5B]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    FORM
      OF INVESTORS’ RIGHTS AGREEMENT

     

    [See
      Tab 2]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    FORM
      OF STOCKHOLDERS AGREEMENT

     

    [See
      Tab 3]

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      G

    


    FORM
      OF VOTING AGREEMENT

     

    [See
      Tab 4]