CONVERSION, TENDER AND VOTING AGREEMENTConversion, Tender and Voting Agreement • January 29th, 2007 • NYLCAP Manager LLC • Services-computer programming, data processing, etc. • Delaware
Contract Type FiledJanuary 29th, 2007 Company Industry JurisdictionTHIS CONVERSION, TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of January 20, 2007, is made and entered into by and among QinetiQ North America Operations, LLC, a Delaware limited liability company (“Parent”), Apollo Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), Analex Corporation, a Delaware corporation (the “Company”), and the persons listed on Schedule I hereto (collectively, the “Security Holders”).