Coughlin Stoia Geller Rudman & Robbins LLP, Milberg LLP and Faruqi & Faruqi, LLP Announce Proposed Settlement of Class Action in Aeroflex, Inc. Shareholder Litigation.

SAN DIEGO -- Coughlin Stoia Geller Rudman & Robbins LLP, Milberg LLP and Faruqi & Faruqi, LLP announce the proposed settlement of the In re Aeroflex, Inc. Shareholder Litigation, No. 07-003943 (Sup. Ct. Nassau County, New York). Pursuant to order of the Court, the notice of proposed settlement is reproduced in full below:

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU: COMMERCIAL DIVISION

[TABLE OMITTED]

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, FAIRNESS HEARING AND RIGHT TO APPEAR, AND APPLICATION OF PLAINTIFFS' COUNSEL FOR AN AWARD OF FEES AND EXPENSES

[TABLE OMITTED]

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS WILL BE AFFECTED BY LEGAL PROCEEDINGS IN THIS LITIGATION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, THE SETTLEMENT CLASS WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS, REASONABLENESS OR ADEQUACY OF THE PROPOSED SETTLEMENT, OR FROM PURSUING ANY OF THE SETTLED CLAIMS.

THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS RESPECTING THE MERITS OF THIS CASE. THE RECITATION OF THE BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT CONTAINED HEREIN DOES NOT CONSTITUTE THE FINDINGS OF THE COURT. IT IS BASED ON REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES.

IF YOU WERE THE RECORD, BUT NOT THE BENEFICIAL, OWNER OF AEROFLEX, INC. COMMON STOCK DURING THE SETTLEMENT CLASS PERIOD, PLEASE TRANSMIT THIS DOCUMENT TO THE BENEFICIAL OWNER(S) FOR WHOM YOU HELD SUCH COMMON STOCK.

THIS NOTICE IS GIVEN pursuant to an Order of the Court (the "Preliminary Approval Order") entered in the "Litigation" (as defined below) brought on behalf of persons and entities who bought, sold or held shares of common stock of Aeroflex, Inc. ("Aeroflex" or the "Company") at any time during the period between March 2, 2007 through and including August 15, 2007. The purpose of this Notice is to inform you of the proposed settlement of the Litigation (the "Settlement"), and of a hearing (the "Fairness Hearing") to be held before the Honorable Justice Ira B. Warshawsky in the Supreme Court of the State of New York, County of Nassau, IAS Part 12, 100 Supreme Court Drive, Mineola, New York 11501, at 11:00 a.m. on June 30, 2009. The purpose of the Fairness Hearing is (i) to determine whether the proposed Settlement, as set forth in the Stipulation and Agreement of Settlement entered into by the parties to the Litigation and dated as of March 2, 2009 (the "Stipulation"), is fair, reasonable, adequate, in the best interests of the Settlement Class (defined below) and should be approved by the Court; (ii) to determine whether a judgment should be entered in the Litigation pursuant to the proposed Settlement that will, among other things, dismiss the Litigation with prejudice and release the Released Claims (as defined below); (iii) to consider Plaintiffs' counsel's attorneys' fees and expenses; and (iv) to consider such other matters as the Court may deem appropriate.

DESCRIPTION OF THE LITIGATION

1. On or about March 2, 2007, Aeroflex announced its entry into an Agreement and Plan of Merger pursuant to which two private equity firms, General Atlantic LLC and Francisco Partners II, L.P. (collectively, the "GA/FP Group"), had agreed to acquire the Company for $13.50 in cash per share (the "GA/FP Transaction").

2. On or about March 5, 2007, an action entitled Gerber v. Aeroflex, Inc., Harvey R. Blau, Joseph E. Pompeo, John F. Benedik, Leonard Borow, Milton Brenner, Ernest E. Courchene, Paul Abecassis, Michael A. Nelson, Baron D. Strong, General Atlantic LLC and Francisco Partners II, LP, Index No. 07-003943 (the "Gerber Action"), purportedly brought on behalf of all holders of Aeroflex common stock, was filed in the Supreme Court of the State of New York, County of Nassau (the "Supreme Court").

3. Shortly thereafter, three additional actions arising from the same facts and circumstances as the Gerber Action were commenced in the Supreme Court against the Defendants: Jack Trugman, et al. v. Aeroflex, Inc., et al., Index No. 07-4246 (the "Trugman Action"), commenced on March 8, 2007; Operating Engineers Local 825 Pension Fund, et al. v. Aeroflex, Inc. et al., Index No. 07-004181, commenced on March 8, 2007; and Yona Levy, et al. v. Aeroflex, Inc., et al., Index No. 07-004765, commenced on March 19, 2007 (these actions, together with the Gerber Action, are collectively referred to herein as the "Litigation"). Generally, Plaintiffs alleged that Aeroflex and its Board breached their fiduciary duties to maximize shareholder value by agreeing to the GA/FP Group's acquisition proposal, and that the GA/FP Group aided and abetted such breaches. Plaintiffs sought injunctive relief, among other things, compelling the Individual Defendants to properly exercise their fiduciary duties and to preclude any shareholder vote on the GA/FP Transaction until they did.

4. On or about March 30, 2007, Aeroflex filed a preliminary proxy statement (the "GA/FP Preliminary Proxy") with the United States Securities and Exchange Commission (the "SEC") in order to solicit support for the GA/FP Transaction.

5. On or about April 12, 2007, an Emergency Application by order to Show Cause for Expedited Discovery was filed in the Trugman Action with this Court, pursuant to which Plaintiffs sought expedited discovery on the issues raised in the Litigation.

6. On or about April 20, 2007, an Amended Class Action Complaint (the "Amended Complaint") was filed in the Trugman Action which alleged, among other things, that Aeroflex and its Board had breached their fiduciary duties by failing to secure an adequate price for the Company and by attempting to solicit shareholder approval of the GA/FP Transaction on the basis of the GA/FP Preliminary Proxy, which allegedly contained materially misleading representations and omissions. The Amended Complaint identified the grounds on which the GA/FP Preliminary Proxy was alleged to be misleading. Plaintiffs in the Litigation had agreed that the Amended Complaint filed in the Trugman Action would be treated as the operative complaint for the Litigation pending the consolidation of the actions and the subsequent filing of a consolidated complaint.

7. On or about April 26, 2007, the Company filed with the SEC the definitive form of the GA/FP Preliminary Proxy (the "GA/FP Definitive Proxy"), which contained certain revised and supplemental disclosures that the GA/FP Preliminary Proxy did not contain. In connection with the Court's consideration of Plaintiffs' motion for expedited discovery, the Court ultimately concluded that the revised and supplemental disclosures contained in the GA/FP Definitive Proxy mooted certain disclosure issues raised in the Amended Complaint. Accordingly, the Court denied Plaintiffs' motion for expedited discovery.

8. By Order dated May 7, 2007, the Gerber Action was consolidated with the other three pending actions and the Court directed the Litigation to proceed under the consolidated caption In re Aeroflex, Inc. Shareholder Litigation, Index No. 07-003943.

9. Also by Order dated May 7, 2007, the Supreme Court appointed the law firms of Lerach Coughlin Stoia Geller Rudman & Robbins LLP (n/k/a Coughlin Stoia Geller Rudman & Robbins LLP), Milberg Weiss & Bershad LLP (n/k/a Milberg LLP), and Faruqi & Faruqi LLP, as co-lead counsel for Plaintiffs (collectively, "Lead Counsel").

10. On or about May 10, 2007, Plaintiffs filed a Consolidated Amended Class Action Complaint (the "Consolidated Amended Complaint") against the Defendants and the GA/FP Group, which incorporated the allegations contained in the Amended Complaint but further alleged that the GA/FP Definitive Proxy contained certain materially misleading statements and omissions. The Consolidated Amended Complaint asserted that Plaintiffs would be irreparably damaged if the GA/FP Transaction were not enjoined.

11. On or about May 15, 2007, Defendants and the GA/FP Group served and filed a motion to dismiss the Consolidated Amended Complaint on the grounds that, among other things, the pleading failed to state a cause of action for breach of fiduciary duties, similarly failed to state a cause of action for breach of the duty of disclosure, and failed to adequately allege aiding and abetting claims.

12. On or about May 16, 2007, Plaintiffs filed a motion (i) to preliminarily enjoin the May 30, 2007 special meeting of Aeroflex shareholders, at which such shareholders were to vote on whether to approve the Company's entry into the Merger Agreement with the GA/FP Group; and (ii) to require Aeroflex to issue additional and supplemental disclosures prior to any shareholder vote.

13. On or about May 25, 2007, the Aeroflex Board terminated the Agreement and Plan of Merger that Aeroflex had entered into with the GA/FP Group, and instead caused the Company to enter an Agreement and Plan of Merger with an affiliate of Veritas Capital Fund Management, LLC ("Veritas Capital"), pursuant to which Veritas Capital sought to acquire the Company for $14.50 in cash per share (the "Veritas Transaction"). In light of these developments, Plaintiffs withdrew their pending preliminary injunction motion.

14. On or about June 5, 2007, Aeroflex filed a preliminary proxy statement in order to solicit stockholder approval of the Veritas Transaction (the "Veritas Preliminary Proxy"). The Veritas Preliminary Proxy included certain information regarding the background of the transaction from the GA/FP Definitive Proxy, as well as a discussion of more recent developments.

15. On or about June 20, 2007, Plaintiffs filed a Second Consolidated Amended Class Action Complaint (the "Second Consolidated Amended Complaint") naming only Aeroflex and its Board as defendants. Generally, the Second Consolidated Amended Complaint alleged that the Aeroflex Board of Directors breached its fiduciary duties to the Aeroflex stockholders (i) by issuing the Veritas Preliminary Proxy, which Plaintiffs alleged contained certain material misrepresentations and omissions, and (ii) by approving certain amendments, that were allegedly beyond the scope of the Board's corporate power, to Aeroflex's Supplemental Executive Retirement Plan ("SERP") and to the employment agreements of defendants Harvey R. Blau, then Aeroflex's Chairman and Chief Executive Officer, and Leonard Borow, then Aeroflex's President and Chief Operating Officer. The Second Consolidated Amended Complaint sought injunctive relief with respect to the first cause of action, seeking to enjoin the July 26, 2007 special meeting of the Aeroflex stockholders on the ground that, among other things, Aeroflex and its Board of Directors allegedly provided inadequate disclosures to the Company's public shareholders.

16. On or about June 22, 2007, Aeroflex filed with the SEC the definitive form of the Veritas Preliminary Proxy (the "Veritas Definitive Proxy"), which contained disclosures similar to those set forth in the Veritas Preliminary Proxy, among other things. As such, the parties informally agreed to treat all references in the Second Consolidated Amended Complaint to the Veritas Preliminary Proxy as though such references were in fact made to the Veritas Definitive Proxy, except for paragraph 56 of the Second Consolidated Amended Complaint.

17. On or about July 9, 2007, Defendants filed and served a motion to dismiss the Second Consolidated Amended Complaint on the grounds that, among other things, the pleading failed to state a cause of action for breach of fiduciary duties, similarly failed to state a cause of action for breach of the duty of disclosure, and failed to adequately allege executive compensation claims. On or about July 10, 2007, Plaintiffs filed a cross-motion (i) to preliminarily enjoin the July 26, 2007 special meeting of Aeroflex shareholders, at which such shareholders were to vote on whether to approve the Company's entry into the Merger Agreement with Veritas Capital; and (ii) to require Aeroflex to issue additional and supplemental disclosures prior to any shareholder vote.

18. On or about July 20, 2007, following briefing of Defendants' motion to dismiss and Defendants' service of their opposition to Plaintiffs' cross-motion for preliminary injunction relief, Plaintiffs withdrew their preliminary injunction motion. On that date, Plaintiffs also advised the Court that the parties were in the process of negotiating a settlement of the Litigation, and requested the Court's permission on behalf of Defendants to adjourn Defendants' motion to dismiss.

19. The July 26, 2007 stockholders vote went forward and Aeroflex's stockholders approved the Merger.

20. On August 15, 2007, Aeroflex publicly announced that the Merger had been approved by its shareholders at its annual meeting held that day.

21. Both before and after the approval of the Merger by the Aeroflex stockholders, counsel for Plaintiffs and counsel for the Defendants engaged in good faith discussions concerning the possible settlement of the Litigation.

22. The parties thereafter entered into the Stipulation providing for the Settlement of this Litigation on the terms and subject to the conditions described below.

23. Plaintiffs' counsel have conducted a thorough investigation into the facts and law relating to the Litigation and have fully analyzed and evaluated the merits of all parties' contentions and the proposed Settlement as it impacts each of the parties, including the individual members of the Settlement Class. Plaintiffs' counsel represent that they also have evaluated the risks, delay and difficulties in establishing liability, the relief that might be available in the event that liability was established, and the likelihood that the litigation could be further protracted and expensive.

24. The Defendants vigorously dispute and deny each and every one of Plaintiffs' allegations, which they believe to be entirely without merit, and have determined to enter into this Settlement solely for the purpose of avoiding further burden, expense and inconvenience of this Litigation.

25. All parties and their counsel agree that the proposed Settlement is fair, reasonable, adequate and in the bests interests of the Settlement Class.

26. The Settlement is subject to the approval of the Court, following the Fairness Hearing, as described in the section of this Notice captioned "Notice of Fairness Hearing and Right to Appear," below. The principal terms, conditions and other matters that are part of the proposed Settlement are summarized below. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the Court.

PRINCIPAL TERMS OF THE PROPOSED SETTLEMENT

27. Plaintiffs, on behalf of the Settlement Class (as defined below), have agreed to the full and complete settlement of the Litigation, and any and all claims asserted, or which could have been asserted, therein, or which arise out of or are in any way related to any of the acts, facts, transactions, occurrences or claims set forth therein (the "Released Claims"). In exchange, Aeroflex included in its final proxy materials disseminated to Aeroflex shareholders in connection with the Merger certain additional disclosures contained therein concerning the background leading to the execution of the Merger Agreement between Aeroflex and Veritas Capital, certain of which additional disclosures were alleged by Plaintiffs in the course of the Litigation to be necessary in order to make Defendants' disclosures to shareholders not misleading. Plaintiffs have agreed to settle the Litigation taking into account the benefits Plaintiffs believe were conferred on the Settlement Class as a result of the substantive additional disclosures which were communicated to members of the Settlement Class and which Plaintiffs assert enabled members of the Settlement Class to make a more informed decision when voting on the Veritas Transaction.

28. Defendants have agreed, solely for the purpose of effectuating the Settlement, that the Litigation may be maintained as a class action on behalf of a class (the "Settlement Class") defined as "all persons and entities who bought, sold or held the common stock of Aeroflex during the period between March 2, 2007 through and including August 15, 2007, excluding Aeroflex, the Individual Defendants, and, those who during the aforementioned time period were Aeroflex's officers and directors, members of the immediate family of each of the foregoing, any entity in which any defendant has a controlling interest and the legal representatives, heirs, successors or assigns of any such excluded party." The Preliminary Approval Order provides that the Settlement Class shall be a non-opt out class with respect to all claims for injunctive relief. Members of the Settlement Class may opt out solely to preserve any right to pursue potential damage claims, but will otherwise be bound by the Settlement's terms.

29. The Stipulation provides that, if the Settlement is approved by the Court, a judgment will be entered dismissing the Litigation with prejudice, and Plaintiffs and each of the Settlement Class Members on behalf of themselves, their respective present and former parents, subsidiaries, divisions and affiliates, the present and former employees, officers and directors of each of them, the present and former advisors, underwriters and agents of each of them, and the predecessors, heirs, executors, trusts, family members, successors and assigns of each of them, and anyone claiming through or on behalf of any of them, shall release and forever discharge any and all Released Claims (as defined below) against any of the Released Parties (as defined below); provided, however, that Plaintiffs shall retain the right to enforce the terms of the Stipulation and Settlement.

30. The Stipulation also provides Plaintiffs and each of the Settlement Class Members, and anyone claiming through or on behalf of any of them, shall be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum, or other forum of any kind, directly, representatively, derivatively, or in any other capacity, asserting any of the Released Claims against any of the Released Parties.

31. The Stipulation also provides that, if the Settlement is approved by the Court, Defendants and anyone claiming through or on behalf of any of them, shall be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum, or other forum of any kind, directly, representatively, derivatively, or in any other capacity, asserting that Plaintiffs, the Settlement Class Members or Plaintiffs' counsel commenced or maintained the Litigation in bad faith or without a reasonable basis.

32. "Released Claims" means any and all claims (including Unknown Claims, defined below), actions and causes of action in law or in equity or otherwise, suits, obligations, duties, responsibilities, claims, liabilities, debts, demands, agreements, promises, liabilities, controversies, damages, losses, attorneys' fees, costs or expenses of any kind whatsoever, whether based on, or arising under, common law or any federal, state, local or administrative statute, rule, regulation, or other law or right of action, including foreseen claims or unforeseen claims, matured claims or unmatured claims, accrued claims or not accrued claims, suspected claims or unsuspected claims, fixed claims or contingent claims, and whether or not concealed or hidden, that have or could have arisen or arise at any time against the Released Parties, which relate in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, acts or failures to act, course of conduct, or any series thereof, embraced, involved, set forth, or otherwise related, directly or indirectly, to the facts and circumstances alleged in this Litigation, including without limitation, any and all claims relating to (i) the Veritas Transaction; (ii) the GA/FP Transaction, which was previously proposed; (iii) Aeroflex's SERP; and (iv) the employment agreements of Harvey R. Blau and Leonard Borow with Aeroflex. Released Claims shall not include claims related to the implementation of the Settlement.

33. "Released Parties" means (1) Aeroflex and its past and present parent entities, affiliates, subsidiaries, predecessors and successors, and each of their respective assigns, insurers, partners, officers, directors, trustees, controlling persons, representatives, employees, agents, attorneys, counselors, underwriters, and financial or investment advisors; (2) the Individual Defendants and each of their respective successors, assigns, affiliates, insurers, partners, officers, directors, controlling persons, representatives, employees, agents, attorneys, counselors, underwriters, and financial or investment advisors, heirs, executors, trustees, personal representatives, estates or administrators; (3) Veritas and its past, present and future parent entities, affiliates, subsidiaries, predecessors and successors, and each of their respective assigns, insurers, partners, officers, directors, controlling persons, representatives, employees, agents, attorneys, counselors, underwriters, and financial or investment advisors; (4) Golden Gate Capital and its past, present and future parent entities, affiliates, subsidiaries, predecessors and successors, and each of their respective assigns, insurers, partners, officers, directors, trustees, controlling persons, representatives, employees, agents, attorneys, counselors, underwriters, and financial or investment advisors; (5) Goldman Sachs and its past, present and future parent entities, affiliates, subsidiaries, predecessors and successors, and each of their respective assigns, insurers, partners, officers, directors, trustees, controlling persons, representatives, employees, agents, attorneys, counselors, underwriters, and financial or investment advisors; (6) Francisco Partners and its past, present and future parent entities, affiliates, subsidiaries, predecessors and successors, and each of their respective assigns, insurers, partners, officers, directors, trustees, controlling persons, representatives, employees, agents, attorneys, counselors, underwriters, and financial or investment advisors; and (7) General Atlantic and its past, present and future parent entities, affiliates, subsidiaries, predecessors and successors, and each of their respective assigns, insurers, partners, officers, directors, trustees, controlling persons, representatives, employees, agents, attorneys, counselors, underwriters, and financial or investment advisors.

34. "Unknown Claims" means any and all Released Claims which Plaintiffs or any Settlement Class Members do not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Released Claims, the parties stipulate and agree that upon the Effective Date, the Plaintiffs and Defendants shall expressly waive, and each Settlement Class Member shall be deemed to have waived, and by operation of the Order and Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, including Cal. Civ. Code u 1542 or any law which is similar, comparable, or equivalent to Cal. Civ. Code u 1542, which provides that "[a] general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Plaintiffs and Defendants acknowledge, and Settlement Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of Released Claims was separately bargained for and was a key element of the Settlement.

35. The Settlement will become effective only when the following conditions are satisfied:

(a) entry of the Preliminary Approval Order;

(b) approval by the Supreme Court of the Settlement and certification of the Settlement Class for settlement purposes only, following notice to the Settlement Class and a hearing, in accordance with CPLR 901, et seq.; and

(c) entry by the Supreme Court of the Order and Judgment and the expiration of any time for appeal or review of the Order and Judgment, or, if any appeal is filed and not dismissed, after the Order and Judgment is upheld on appeal in all material respects and is no longer subject to review upon appeal or review by certiorari or otherwise, and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired, or, in the event that the Supreme Court enters an order and judgment in a form that is materially different than that provided above ("Alternative Judgment") and none of the parties hereto elects to terminate this Settlement, the date that such Alternative Judgment becomes final after the expiration of any time for appeal or review of the Alternative Judgment, or, if any appeal is filed and not dismissed, after the Alternative Judgment is upheld on appeal in all material respects and is no longer subject to review upon appeal or review by certiorari or otherwise, and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired.

36. Following agreement on all substantive terms of the Settlement, the Parties negotiated at arm's length the amount of fees and expenses that would be paid to Plaintiffs' counsel, subject to Court approval. As a result of these negotiations, Plaintiffs' counsel will apply to the Court, at or before the Fairness Hearing, for an award of attorneys' fees and expenses in an aggregate amount of not more than $850,000. Defendants have agreed not to oppose an application for attorneys' fees and expenses that does not exceed such limit, and to pay such amount as may be awarded by the Court up to such limit. The amount of any such award is solely within the Court's discretion. Payment of any such award is conditioned upon, among other things, the parties obtaining Court approval of the Settlement, dismissal of the Litigation by the Court with prejudice in accordance with the terms of the Stipulation, and such dismissal becoming final and non-appealable as provided by the Stipulation. However, the effectiveness of the Settlement is not conditioned in any way upon the award of attorneys' fees and expenses to Plaintiffs' counsel. Any attorneys' fees and expenses awarded will not and did not result in any diminution of merger consideration received by Aeroflex shareholders in the GA/FP Transaction.

37. Aeroflex is paying up to $30,000 of reasonable costs of printing and disseminating this notice of Settlement to members of the Settlement Class, and Plaintiffs' counsel are paying the balance of such costs. The costs of printing and disseminating the notice shall include the cost of the Notice Administrator (defined below).

38. If the Settlement does not become final as described in the Stipulation, the Stipulation and the proposed Settlement shall be null and void and of no force and effect, and shall not be deemed to prejudice in any way the position of any of the parties with respect to the Litigation, who will be returned to their respective legal positions prior to the execution of the Stipulation (except that Aeroflex shall pay up to $30,000 of the costs associated with the printing and dissemination of this Notice, and Plaintiffs' counsel shall pay the balance of such costs).

39. The parties have agreed that the Stipulation shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to New York's rules with respect to conflict of laws.

NOTICE OF FAIRNESS HEARING AND RIGHT TO APPEAR

40. Any member of the Settlement Class who objects to the proposed Settlement, Plaintiffs' counsel's award of attorneys' fees and expenses, or who otherwise wishes to be heard, may appear in person or by your attorney, at your own expense, at the Fairness Hearing and present any evidence or argument that may be proper and relevant, provided, however, that no later than June 16, 2009 such person shall file with the Clerk of the Court and, on or before such filing, shall serve a notice of such person's intention to appear, by hand or by first class mail, postage prepaid, upon the counsel specified below:

[TABLE OMITTED]

Attorneys for Defendants

SKADDEN, ARPS, SLATE MEAGHER & FLOM LLP

Attn: Robert E. Zimet, Esq. Susan L. Saltzstein, Esq. Jeremy A. Berman, Esq. Four Times Square New York, NY 10036

Such notice shall: (1) contain a signed statement attesting to the fact that such person or entity is a member of the Settlement Class, and setting forth the number of Aeroflex shares such person or entity bought, sold or held during the Settlement Class Period, the date(s) such shares were acquired and the number of shares acquired on each such date, and the date(s) within the Settlement Class Period that such person or entity sold any Aeroflex shares and the number of shares sold on each such date; (2) contain a detailed statement of such person's or entity's specific position with respect to the matters to be considered at the Fairness Hearing and the grounds therefore; and (3) include copies of any papers such person intends the Court to consider. Any member of the Settlement Class who fails to object in the above-prescribed manner shall be deemed to have waived his, her or its objection and shall be barred from raising such objection in this or any other action or proceeding.

41. Any member of the Settlement Class who so desires may be excluded from the Settlement and the Settlement Class solely for the purpose of pursuing potential claims for monetary damages. Any member seeking to be so excluded shall file with the Clerk of the Court a written request for exclusion ("Request for Exclusion") and serve same on counsel listed in paragraph 40 above not later than June 16, 2009, by hand or by first class mail, postage prepaid. A Request for Exclusion shall: (a) state the name, mailing address, e-mail address (if any), and telephone number (if any) of the person or entity requesting exclusion; (b) contain a statement attesting to the fact that such person or entity is a member

of the Settlement Class, and setting forth the number of Aeroflex shares such person bought, sold or held during the Settlement Class Period, the date(s) such shares were acquired and the number of shares acquired on each such date, and the date(s) within the Settlement Class Period that such person or entity sold any Aeroflex shares and the number of shares sold on each such date; and (c) state that the person or entity wishes to be excluded from the Settlement Class. All members of the Settlement Class who submit valid and timely Requests for Exclusion in the manner set forth in this paragraph shall not be bound by the Settlement or any judgment that may be entered with respect to potential claims for monetary damages but shall otherwise be bound by the Settlement, including any judgment that may be entered with respect to all claims for injunctive, declaratory, and other equitable relief. Any member of the Settlement Class who fails to submit a Request for Exclusion in the above-prescribed manner shall be barred from making such a request in this or any other action or proceeding.

42. Members of the Settlement Class who have no objection to the proposed Settlement do not need to appear at the Fairness Hearing or take any other action. If the Settlement is not approved, the case will continue and the Stipulation and the proposed Settlement shall become null and void and of no further force or effect.

DISMISSAL OF THE LITIGATION

43. If the Court approves the proposed Settlement, the parties jointly will move the Court to enter a judgment:

(a) approving the proposed Settlement as fair, reasonable, adequate and in the best interests of the Settlement Class, and directing consummation of the proposed Settlement, in accordance with the terms and conditions of the Stipulation;

(b) dismissing the Litigation with prejudice on the merits, without costs except as provided in the Stipulation, and releasing the Released Parties from all liabilities for the Released Claims (as such terms are defined in the text of the proposed release quoted in paragraphs 32-34, above);

(c) permanently barring and enjoining any and all members of the Settlement Class from instituting, commencing, prosecuting, participating in or continuing any action or other proceeding in any court or tribunal of this or any other jurisdiction, either directly, representatively, derivatively or in any other capacity, asserting any claims that arise out of, or in any way relate to, the Released Claims;

(d) permanently barring and enjoining any Defendant and anyone claiming through or on behalf of any of them from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum, or other forum of any kind, directly, representatively, derivatively, or in any other capacity, asserting that Plaintiffs, the Settlement Class or Plaintiffs' counsel commenced or maintained the Litigation in bad faith or without a reasonable basis.

(e) awarding Plaintiffs' counsel fees and expenses; and

(f) reserving jurisdiction over all matters related to the consummation of the proposed Settlement.

44. The Court has the right to approve the proposed Settlement with modifications and without further notice to members of the Settlement Class. The Court may also adjourn the Fairness Hearing or any adjournment thereof without further notice other than to counsel for the parties.

45. By Order of the Court, pending final determination of whether the proposed Settlement should be approved, no shareholder may institute, commence or continue, directly, individually, derivatively, representatively, on behalf of a class or in any other capacity, any action asserting any claim that is a Released Claim.

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

46. If you bought, sold, or held shares of Aeroflex common stock for any other person between March 2, 2007 and August 15, 2007, you are directed promptly to: (A) provide a copy of this Notice to each such other person, postmarked no later than ten (10) business days after receipt of this Notice, or (B) to provide, within ten (10) business days of receipt of this Notice, the names and addresses of such Persons, to Aeroflex Settlement, c/o The Garden City Group, Inc., PO Box 9349, Dublin, OH 43017-4249 (the "Notice Administrator"), preferably in an MS Excel data table, setting forth: (1) title/registration, (2) street address, and (3) city/state/zip; electronically in MS Word or WordPerfect files; or on computer-generated mailing labels, in which case the Notice Administrator will send copies of the Notice to your beneficial owners. You may request from Lead Counsel sufficient copies of this Notice, free of charge, to mail to your beneficial owners and/or obtain reimbursement of your reasonable and actual out-of-pocket disbursements that would not have been made but for this request by submitting an itemized statement to the Notice Administrator.

SCOPE OF THIS NOTICE

47. The foregoing description of the Litigation, the Fairness Hearing, the terms of the proposed Settlement and other matters described herein does not purport to be comprehensive. Shareholders are referred to the Stipulation and documents publicly filed with the Court in the Litigation, including the pleadings and other papers, which you or your attorney may examine during regular business hours of each business day at the offices of the Clerk, Supreme Court of the State of New York, County of Nassau, IAS Part 12 Division, 100 Supreme Court Drive, Mineola, NY 11501.

FURTHER INFORMATION

48. Any questions you have about the matters in this Notice should not be directed to the Court, but should instead be directed in writing to Lead Counsel: Coughlin Stoia Geller Rudman & Robbins LLP; Milberg LLP; and Faruqi & Faruqi, LLP.

Dated: March 30, 2009.

[TABLE OMITTED]