Unassociated Document


    ADVISORY
      AGREEMENT

     

    ADVISORY
      AGREEMENT made this 15th
      day of
      August, 2007, by and among VGG Holding LLC, a Delaware limited liability company
      ("VGG
      Holding"),
      AX
      Holding Corp., a Delaware corporation ("Holding"),
      Aeroflex Incorporated, a Delaware corporation ("Aeroflex"
      and,
      together with Holding, the "Companies"
      and
      each, a "Company"),
      Veritas Capital Fund Management, L.L.C., a Delaware limited liability company
      ("Veritas"),
      GGC
      Administration, LLC, a Delaware limited liability company ("Golden
      Gate"),
      and
      Goldman, Sachs & Co. ("Goldman")
      (each
      an "Advisor"
      and
      collectively, the "Advisors").

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      Affiliates of the Advisors are members of VGG Holding;

     

    WHEREAS,
      VGG Holding owns all of the outstanding capital stock of Holding;

     

    WHEREAS,
      the Companies desire to retain the Advisors to provide business and
      organizational strategy, financial and advisory services to the Companies and
      their direct and indirect subsidiaries upon the terms and conditions hereinafter
      set forth, and the Advisors are willing to undertake such
      obligations;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth, the parties agree as follows:

     

    1. Appointment.
      The
      Companies hereby engage the Advisors, and each Advisor severally and not jointly
      hereby agrees, upon the terms and subject to the conditions set forth herein,
      to
      provide certain services to the Companies and their direct and indirect
      subsidiaries as described in Section
      3
      hereof.

     

    2. Term.
      The
      term of this Agreement (the "Term")
      shall
      be for an initial term commencing on the date hereof and expiring December
      31,
      2013. Such term shall be renewed automatically for additional one-year terms
      thereafter unless the Advisors or the Companies shall give notice in writing
      within thirty (30) days before the expiration of the initial term or any
      one-year renewal thereof of its desire to terminate this Agreement. The rights
      and obligations of an Advisor under this Agreement shall automatically terminate
      if Affiliates of such Advisor cease to own Percentage Interests of VGG Holding
      of at least 5%. If any Advisor gives notice of non-renewal pursuant to the
      second sentence of this Section 2 or the rights and obligations of any Advisor
      are terminated pursuant to the third sentence of this Section 2, then the term
      of this Agreement shall nevertheless be renewed with respect to each other
      Advisor and the annual fee payable pursuant to Section
      5(b)
      to the
      terminating Advisor shall thereafter be payable to the remaining Advisors pro
      rata in accordance with the portion of the Advisory Fee payable pursuant to
      Section
      5(b)
      to the
      terminating Advisor shall thereafter be payable to the remaining Advisors pro
      rata in accordance with the proportion that the Percentage Interests of the
      Affiliates of each remaining Advisor bears to the aggregate Percentage Interests
      of the Affiliates of all remaining Advisors unless otherwise agreed by such
      remaining Advisors. The provisions of Section
      6
      shall
      survive the termination of this Agreement. "Percentage
      Interests"
      shall
      have the meaning ascribed to it in the amended and restated limited liability
      company agreement of VGG Holding LLC, dated as of the date hereof, among the
      parties thereto, as the same may be amended from time to time (the "LLC
      Agreement").

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Duties
      of the Advisors.
      Each
      Advisor shall provide the Companies and their direct and indirect subsidiaries
      with such services for the Companies and their direct and indirect subsidiaries
      as mutually agreed by the Advisors and VGG Holding’s board of managers, which
      may include, without limitation, business and organizational strategy, financial
      and advisory services (collectively, the "Services").
      The
      fees and other compensation specified in this Agreement will be payable by
      the
      Companies regardless of the extent of Services requested by the Companies
      pursuant to this Agreement, and regardless of whether or not the Companies
      request the Advisors to provide any such Services.

     

    3.1. Exclusions
      from "Services".
      Notwithstanding anything in the foregoing to the contrary, the following
      services are specifically excluded from the definition of "Services":

     

    (a) Independent
      Accounting Services.
      Accounting services rendered to the Companies, their direct or indirect
      subsidiaries, or the Advisors with respect to the Companies, with prior notice
      and consultation with the management of the Companies, by an independent
      accounting firm or accountant (i.e.,
      an
      accountant who is not an employee of any of the Advisors or their
      Affiliates);

     

    (b) Legal
      Services.
      Legal
      services rendered to the Companies, their direct or indirect subsidiaries,
      or
      any of the Advisors with respect to the Companies, with prior notice and
      consultation with the management of the Companies, by an independent law firm
      or
      attorney (i.e.,
      an
      attorney who is not an employee of any of the Advisors or their Affiliates);
      and


     

    (c) Independent
      Actuarial Services.
      Actuarial services rendered to the Companies, their direct or indirect
      subsidiaries, or any of the Advisors with prior notice and consultation with
      the
      management of the Companies, by an independent actuarial firm or actuary
      (i.e.,
      an
      actuary who is not an employee of any of the Advisors or their
      Affiliates).

     

    (d) For
      the
      avoidance of doubt, nothing herein shall prevent the Companies from separately
      engaging Goldman or its Affiliates to provide investment banking or other
      financial advisory services for additional compensation on terms approved by
      the
      board of managers of VGG Holding.

     

    3.2. Definition
      of Affiliate.
      "Affiliate"
      shall
      mean, with respect to any specified individual, corporation, limited liability
      company, partnership, association, trust or other entity or organization (each,
      a "Person"),
      a
      Person that directly, or indirectly through one or more intermediaries,
      controls, is controlled by or is under common control with, such specified
      Person (it being understood that a Person shall be deemed to "control"
      another
      Person, for purposes of this definition, if such Person directly or indirectly
      has the power to direct or cause the direction of the management and policies
      of
      such other Person, whether through holding beneficial ownership interests in
      such other Person, through contracts or otherwise).

     

    4. Powers
      of the Advisors.
      So that
      they may properly perform their duties hereunder, the Advisors shall, subject
      to
Section
      8
      hereof,
      have the authority to do all things necessary and proper to carry out the duties
      set forth in Section
      3.

     

    
      
         

      

      
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    5. Compensation
      and Reimbursement.

     

    (a) Merger
      Fee.
      As
      consideration payable to the Advisors with respect to the services provided
      by
      the Advisors in connection with the acquisition of the capital stock of Aeroflex
      on the date hereof and the financing related thereto, which services included,
      but were not limited to, financial advisory services and corporate structure
      review (the "Initial
      Services"),
      the
      Companies shall pay to the Advisors a transaction fee (the "Merger
      Fee")
      in an
      aggregate amount equal to $22,000,000, earned and payable on the date hereof,
      which Merger Fee shall be apportioned among the Advisors as follows: (i) to
      Veritas, $10,175,000, (ii) to Golden Gate, $5,912,500 and (iii) to Goldman,
      $5,912,500.

     

    (b) Annual
      Advisory Fee.
      As
      consideration payable to the Advisors or any of their Affiliates for providing
      the Services to the Companies and their direct and indirect subsidiaries, the
      Companies shall pay to the Advisors an annual advisory fee (the "Advisory
      Fee")
      in an
      aggregate amount equal to the greater of (i) $2,200,000 and (ii) 1.8% of
      Consolidated Adjusted EBITDA (as defined in the Credit and Guaranty Agreement,
      dated as of the date hereof, among the Company, certain subsidiaries of the
      Company and the lenders thereto, as amended from time to time) for the prior
      fiscal year, due and payable in advance on each anniversary of the date hereof;
      provided that the annual fee in respect of the first full year shall be paid
      on
      October 1, 2007. The Advisory Fee shall be apportioned among the Advisors as
      follows: (i) 45.4545455% to Veritas, (ii) 31.8181818% to Golden Gate, and (iii)
      22.72727273% to Goldman; provided
      that, if, at any time after the date hereof, there is a change in the Percentage
      Interests of VGG Holding owned by the Affiliates of any Advisor, the amounts
      payable to the Advisors pursuant to this Section 5(b) shall be adjusted and
      thereafter be payable to the Advisors pro rata in accordance with the proportion
      that the Percentage Interests of the Affiliates of each Advisor bears to the
      aggregate Percentage Interests of the Affiliates of all Advisors (after giving
      effect to any changes in the Percentage Interests of the Affiliates of each
      Advisor). Such
      payments shall accrue to the extent not paid.

     

    (c) Transaction
      Fees.
      In
      connection with any transaction in which the Companies or their direct or
      indirect subsidiaries may be involved in the future, including, without
      limitation, acquisitions, divestitures, financings (including additional equity
      investments in VGG Holding) or liquidity events, (each, a "Transaction")
      the
      Company shall pay to the Advisors an aggregate fee (a "Transaction
      Fee")
      equal
      to (i) if any Advisor or its Affiliates provides any debt or equity financing
      (or any commitment to provide such financing) in connection with such
      Transaction, not less than the amount which, when allocated pro rata in
      accordance with the proportion that the Percentage Interests of the Affiliates
      of each Advisor bears to the aggregate Percentage Interests of the Affiliates
      of
      all Advisors (after giving effect to any changes in the Percentage Interests
      of
      the Affiliates of each Advisor) at such time (taking into account any new
      investment being made at such time), provides to such Advisor a fee of 1% of
      the
      amount of such financing (or commitment) and (ii) if no Advisor nor any of
      their
      respective Affiliates is providing any such financing (or commitment), not
      less
      than 1% of the aggregate value (as determined by the board of managers of VGG
      Holding) of such Transaction. Such payments shall accrue to the extent not
      paid.
      For the avoidance of doubt, no Transaction Fee (other than the Merger Fee)
      shall
      be payable to any Advisor in respect of the Initial Services. 

     

    
      
         

      

      
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    (d) Out
      of
      Pocket Expenses.
      In
      addition to any fees payable to the Advisors pursuant to this Agreement, the
      Companies shall, or shall cause one or more of their Affiliates to, at the
      direction of the Advisors, pay directly or reimburse each of the Advisors or
      any
      of their Affiliates, from time to time upon request, for any Expenses (as
      hereinafter defined) incurred in connection with the Services provided for
      in
Section
      3
      hereof.
      For purposes of this Agreement, the term "Expenses"
      shall
      mean the reasonable amounts paid by an Advisor or any of its Affiliates in
      connection with the Services provided for in Section
      3,
      any
      requested amendment or waiver of any agreement between the Advisor and its
      Affiliates that own an equity interest in VGG Holding and the sale or
      disposition by such Affiliate or Advisor of its equity interests in VGG Holding,
      including without limitation (i) fees and disbursements of any independent
      professionals and organizations, including independent auditors and outside
      legal counsel, investment bankers or other financial advisors or consultants,
      (ii) costs of any outside services of independent contractors such as
      financial printers, couriers, business publications or similar services and
      (iii) transportation, per diem, telephone calls, entertainment and all
      other reasonable expenses actually incurred by the Advisor or any of its
      Affiliates in rendering the Services provided for herein. All reimbursements
      for
      Expenses shall be made promptly upon or as soon as practicable after
      presentation by the Advisor to the Companies of the statement in connection
      therewith. Nothing in this Section 5 shall limit any obligations of VGG Holding
      to reimburse any costs and expenses to the Advisors or their Affiliates as
      provided in the LLC Agreement.

     

    6. Indemnification.
      

     

    (a) The
      Companies will, jointly and severally, indemnify and hold harmless, to the
      fullest extent permitted by law, each of the Advisors and their respective
      officers, directors, employees, members, partners, agents, representatives,
      Affiliates and controlling persons (if any) (each being an "Indemnified
      Party")
      from
      and against any and all losses, claims, damages and liabilities, joint or
      several (the "Liabilities"),
      to
      which such Indemnified Party may become subject under any applicable federal
      or
      state law, any claim made by any third party or otherwise, relating to or
      arising out of the Services contemplated by this Agreement or the engagement
      of
      the Advisors pursuant to, and the performance by the Advisors or such
      Indemnified Party of the Services, and the Companies will reimburse any
      Indemnified Party for all costs and expenses (including without limitation
      reasonable attorneys' fees and expenses) as they are incurred in connection
      with
      the investigation of, preparation for or defense of any pending or threatening
      claim, or any action or proceeding arising therefrom, whether or not such
      Indemnified Party is a party thereto. The Companies will not be liable under
      the
      foregoing indemnification provision to the extent that any loss, claim, damage,
      liability, cost or expense is determined by a court, in a final judgment from
      which no further appeal may be taken, to have resulted solely from the gross
      negligence or willful misconduct of the Indemnified Party. The reimbursement
      and
      indemnity obligations of the Companies under this paragraph shall be in addition
      to any liability which the Companies may otherwise have, shall extend upon
      the
      same terms and conditions to any Affiliate of the Advisors and the stockholders,
      officers, directors, employees, members, partners, agents, representatives,
      Affiliates and controlling persons (if any), as the case may be, of the Advisors
      and any such Affiliate and shall be binding upon and inure to the benefit of,
      and shall be enforceable by, any successors, assigns, heirs and personal
      representatives of the Companies, the Advisors, any such Affiliate and any
      such
      person.

     

    
      
         

      

      
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    (b) If
      such
      indemnification is for any reason not available or insufficient to hold an
      Indemnified Party harmless, the Companies agree to contribute to the Liabilities
      involved in such proportion as is appropriate to reflect the relative benefits
      received (or anticipated to be received) by the Companies, on the one hand,
      and
      by the Advisors, on the other hand, with respect to the Services or, if such
      allocation is determined by a court or arbitral tribunal to be unavailable,
      in
      such proportion as is appropriate to reflect other equitable considerations
      such
      as the relative fault of the Companies, on the one hand, and of the Advisors,
      on
      the other hand; provided, however, that to the extent permitted by applicable
      law, the Indemnified Parties shall not be responsible for amounts which in
      the
      aggregate are in excess of the amount of all fees actually received by the
      Advisors from the Company with respect to the Services. Relative benefits to
      the
      Companies, on the one hand, and to the Advisors, on the other hand, with respect
      to the Services shall be deemed to be in the same proportion as (i) the total
      value received or proposed to be received by the Companies in connection with
      the Services or any transactions to which the Services relate bears to (ii)
      all
      fees actually received by the Advisors in connection with the Services. Relative
      fault shall be determined, in the case of Liabilities arising out of or based
      on
      any untrue statement or any alleged untrue statement of a material fact or
      omission or alleged omission to state a material fact, by reference to, among
      other things, whether the untrue or alleged untrue statement of a material
      fact
      or the omission or alleged omission to state a material fact relates to
      information supplied by the Companies to the Advisors and the parties' relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such untrue statement or omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act
      of
      1933, as amended) shall be entitled to contribution from any person who was
      not
      guilty of such fraudulent misrepresentation.

     

    (c) Upon
      receipt by an Indemnified Party of actual notice of any pending or threatened
      action, claim, suit, investigation or proceeding (an "Action")
      against such Indemnified Party with respect to which indemnity may be sought
      under this Agreement, such Indemnified Party shall promptly notify the Companies
      in writing; provided that failure to so notify the Companies shall not relieve
      the Companies from any liability which the Companies may have on account of
      the
      indemnity provisions under this Agreement or otherwise, except to the extent
      the
      Companies shall have been materially prejudiced by such failure. The Companies
      shall have the right to assume the defense of any such Action including the
      employment of counsel reasonably satisfactory to such Indemnified Party. Any
      Indemnified Party shall have the right to employ separate counsel in any such
      action and participate in the defense thereof, but the fees and expenses of
      such
      counsel shall be at the expense of such Indemnified Party, unless: (i) the
      Companies have failed to assume the defense and employ counsel promptly or
      (ii)
      the named parties to any such Action (including any impleaded parties) include
      such Indemnified Party and the Companies, and such Indemnified Party shall
      have
      been advised by counsel that there may be one or more legal defenses available
      to it which are different from or in addition to those available to the
      Companies; provided that the Companies shall not in such event be responsible
      hereunder for the fees and expenses of more than one firm of separate counsel
      in
      connection with any Action in the same jurisdiction, in addition to any local
      counsel. The Companies shall not, without the Advisors' prior written consent,
      settle, compromise, or consent to the entry of any judgment in or otherwise
      seek
      to terminate any Action in respect of which indemnification may be sought
      hereunder (whether or not any Indemnified Party is a party therein) unless
      the
      Companies have given the Advisors reasonable prior written notice thereof and
      such settlement, compromise, consent or termination includes an unconditional
      release of each Indemnified Party from any liabilities arising out of such
      Action. The Companies will not permit any such settlement, compromise, consent
      or termination to include a statement as to, or an admission of, fault,
      culpability or a failure to act by or on behalf of an Indemnified Party, without
      such Indemnified Party's prior written consent. No Indemnified Party seeking
      indemnification, reimbursement or contribution under this Agreement will,
      without the Companies' prior written consent, settle, compromise, consent to
      the
      entry of any judgment in or otherwise seek to terminate any Action referred
      to
      herein.

     

    (d) The
      Companies' obligations hereunder shall be in addition to any rights that any
      Indemnified Party may have at common law or otherwise.

     

    
      
         

      

      
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    (e) The
      provisions of this Section 6 and any modification thereof shall apply to the
      Services provided to the Companies by the Advisors (including related activities
      prior to the date hereof) and shall remain in full force and effect regardless
      of the completion or termination of this Agreement. If any term, provision,
      covenant or restriction herein is held by a court of competent jurisdiction
      to
      be invalid, void or unenforceable or against public policy, the remainder of
      the
      terms, provisions and restrictions contained herein shall remain in full force
      and effect and shall in no way be affected, impaired or
      invalidated.

     

    7. Distributions.
      The
      Companies shall cause their subsidiaries to distribute funds to the Companies
      to
      the extent necessary for the Companies to satisfy their obligations under this
      Agreement. 

     

    8. Independent
      Contractors.
      Nothing
      herein shall be construed to create a joint venture or partnership between
      any
      of the Advisors, on the one hand, and the Companies, on the other hand, or
      an
      employee/employer relationship. In connection with the Services, the Advisors
      are acting as independent contractors and not in any other capacity pursuant
      to
      this Agreement, with duties owing solely to the Companies. Neither the Advisors
      nor the Companies shall have any express or implied right or authority to assume
      or create any obligations on behalf of or in the name of the other or to bind
      the other to any contract, agreement or undertaking with any third
      party.

     

    9. Notices.
      Any
      notice or other communications required or permitted to be given hereunder
      shall
      be in writing and delivered by hand or mailed by registered or certified mail,
      return receipt requested, or by telecopier to the party to whom it is to be
      given at its address set forth herein, or to such other address as the party
      shall have specified by notice similarly given and the mailing date shall be
      deemed the date from which all time periods pertaining to a date of notice
      shall
      run.

     

    
      	
            	(i)	
              If
                to Aeroflex, VGG Holding or
                Holding:

            


    

    AX
      Holding Corp.

    35
      South
      Service Road

    Plainview,
      New York 11803

    Attention:
      Leonard Borow

    Facsimile
      No.: (516)
      694-0658 

    E-mail:
      len.borow@aeroflex.com 

     

    with
      a
      copy to: 

     

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New York,
      New York 10022

    Attention:
      Benjamin M. Polk

    Facsimile
      No.: (212) 593-5955

    E-mail:
      benjamin.polk@srz.com

     

    
      
         

      

      
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            	(ii)	
              if
                to Veritas, to it at:

            


    

     

    Veritas
      Capital Fund Management, L.L.C.

    590
      Madison Avenue

    New
      York,
      New York 10022

    Attention:
      Robert B. McKeon

    Facsimile
      No.: (212) 688-9411 

    E-mail:
      rmckeon@veritascapital.com

     

    with
      a
      copy to:

     

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      New York 10022

    Fax:
      (212) 593-5955

    Attention:
      Benjamin Polk, Esq

    E-mail:
      benjamin.polk@srz.com

     

    
      	
            	(iii)	
              if
                to Golden Gate, to it at:

            


    

     

    GGC
      Administration, LLC

    One
      Embarcadero Center, 33rd Floor

    San
      Francisco, California 94111

    
      	
            	Attention:	
              Prescott
                Ashe

            


    

    John
      Knoll

    Facsimile
      No.: (415) 627-1338

    
      	
            	E-mail:	
              pashe@goldengatecap.com

            


    

    jknoll@goldengatecap.com

     

    with
      a
      copy to

     

    Kirkland
      & Ellis

    555
      California Street

    San
      Francisco, California 94104

    
      	
            	Attention:	
              Jeffrey
                C. Hammes, P.C.

            


    

    Stephen
      D. Oetgen

    Facsimile
      No.: (415) 439-1500

    
      	
            	E-mail:	
              jhammes@kirkland.com

            


    

    soetgen@kirkland.com

     

    
      	
            	(iv)	
              if
                to Goldman, to it at:

            


    

    Goldman,
      Sachs & Co.

    85
      Broad
      Street

    New
      York,
      New York 10004

    Attention:
      Gerald J. Cardinale

    Facsimile
      No.: (212) 357-5505

    E-mail:
      gerry.cardinale@gs.com 

     

    with
      a
      copy to:

     

    Fried,
      Frank, Harris, Shriver & Jacobson LLP

    One
      New
      York Plaza 

    New
      York,
      New York 10004-1980

    Attention:
      Christopher Ewan

    Facsimile
      No.: (212) 859-4000

    E-mail:
      christopher.ewan@friedfrank.com

     

    
      
         

      

      
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    10. Assignment.
      This
      Agreement shall inure to the benefit of and be binding upon the parties and
      their successors and assigns. However, neither this Agreement nor any of the
      rights of the parties hereunder may be transferred or assigned by any party
      hereto, except that (i) if either Company shall merge or consolidate with or
      into, or sell or otherwise transfer substantially all its assets to, another
      corporation which assumes the obligations of such Company under this Agreement,
      such Company may assign its rights hereunder to that corporation and (ii) each
      Advisor may assign its rights and obligations hereunder to any Affiliate of
      such
      Advisor with the prior written consent of each other Advisor, which consent
      shall not be unreasonably withheld. Any attempted transfer or assignment in
      violation of this Section 10
      shall be
      void.

     

    11. Permissible
      Activities.
      Nothing
      herein shall in any way preclude any of the Advisors or their Affiliates or
      their respective officers, directors, employees, members and partners from
      engaging in or investing in any business activities or from performing services
      for its or their own account or for the account of others, including companies
      which may be or are in competition with the business conducted by the Companies
      or their direct or indirect subsidiaries.

     

    12. Confidentiality.
      Any
      advice or opinions provided by the Advisors may not be disclosed or referred
      to
      publicly or to any third party (other than the Companies' legal, tax, financial
      or other advisors), except in accordance with the Advisors' prior written
      consent.

     

    13. Amendment
      and Waiver.
      No
      amendment or waiver of any provision of this Agreement, or consent to any
      departure by either party from any such provision, shall in any event be
      effective unless the same shall be in writing and signed by the parties to
      this
      Agreement. The waiver of any party of any breach of this Agreement shall not
      operate or be construed to be a waiver of any subsequent breach.

     

    14. Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties hereto and
      supersedes all prior agreements and understandings, oral and written, among
      the
      parties hereto with respect to the subject matter hereof.

     

    15. Section
      Headings.
      The
      section headings contained herein are included for convenience of reference
      only
      and shall not constitute a part of this Agreement for any other
      purpose.

     

    
      
         

      

      
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    16. Applicable
      Law.
      This
      Agreement and the rights and obligations of the parties hereunder shall be
      governed by, and construed and interpreted in accordance with, the internal
      laws
      of the State of New York. Each of the parties hereto hereby irrevocably submits
      to the exclusive jurisdiction of any Federal court sitting in the Southern
      District of New York over any suit, action or proceeding arising out of or
      relating to this Agreement. Each of the parties hereto hereby irrevocably
      waives, to the fullest extent permitted or not prohibited by law, any objection
      which it may now or hereafter have to the laying of the venue of any such suit,
      action or proceeding brought in such a court and any claim that any such suit,
      action or proceeding brought in such a court has been brought in an inconvenient
      forum. Each of the parties hereto hereby irrevocably consents to the service
      of
      process in any suit, action or proceeding by sending the same by certified
      mail,
      return receipt requested or by overnight courier service, to the address of
      such
      party set forth in Section 9
      or in
      the records of the Companies. EACH
      PARTY HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION BROUGHT
      HEREUNDER OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
      HEREBY.

     

    17. Severability.
      Any
      section, clause, sentence, provision, subparagraph or paragraph of this
      Agreement held by a court of competent jurisdiction to be invalid, illegal
      or
      ineffective shall not impair, invalidate or nullify the remainder of this
      Agreement, but the effect thereof shall be such section, clause, sentence,
      provision, subparagraph or paragraph so held to be invalid, illegal or
      ineffective.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day
      and
      year first above written.

     

     

    
      	 	 	 
	 	AEROFLEX
              INCORPORATED
	 
 	 
 	 
 
	 	By:  	/s/ John
              Buyko
	 	
              Name:
                John Buyko

              Title:  
                EVP, President AMS

            


    

     

    
      
        	 	 	 
	 	AX
                HOLDING
                CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                B.
                McKeon
	 	
                
                  Name:
                    Robert B. McKeon

                  Title:  
                    President

                

              


      

       

    

    
      
        	 	 	 
	 	VGG
                HOLDING
                LLC
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                B.
                McKeon
	 	
                
                  
                    Name:
                      Robert B. McKeon

                    Title:  
                      President

                  

                

              


      

    

     

    
      
        
          	 	 	 
	 	VERITAS
                  CAPITAL
                  FUND MANAGEMENT, L.L.C.
	 
 	 
 	 
 
	 	By:  	
                  /s/ Robert
                    B.
                    McKeon

                
	 	
                  
                    
                      
                        Name:
                          Robert B. McKeon

                        Title:  
                          Authorized
                          Signatory

                      

                    

                  

                


        

      

       

      
        
          
            	 	 	 
	 	GGC ADMINISTRATION, LLC
	 
 	 
 	 
 
	 	By:  	
                    /s/ 

                  
	 	
                    
                      
                        
                          Name:
                            

                          Title:
                            

                        

                      

                    

                  


          

        

         

      

    

    
       

      
        
          
            
              	 	 	 
	 	GOLDMAN, SACHS & CO
	 
 	 
 	 
 
	 	By:  	
                      /s/ 

                    
	 	
                      
                        
                          
                            Name:
                              

                            Title:
                              

                          

                        

                      

                    


            

          

           

          
            
               

            

            
              10