EXHIBIT 3
VOTING TERMINATION AGREEMENT
This VOTING TERMINATION AGREEMENT (this "Agreement"), dated as of
___________ __, 2003 (the "Execution Date"), is by and among: (i) each of
certain holders of the common stock of Analex Corporation (the "Company"),
designated as "Holders" on the signature pages hereto (the "Holders"); (ii) X.X.
Xxxxxxx ("Xxxxxxx"); and (iii) Xxx X. Xxxxx ("Xxxxx"), Xxxxxxxx X. Xxxxx ("Xxx.
Xxxxx"), the Xxxxx Dynastic Trust (the "Xxxxx Trust") and J. Xxxxxxx Xxxx
("Xxxx"). Xxxxx, Xxx. Xxxxx, Xxxxx Trust and Xxxx are hereinafter collectively
referred to as the "Investors." The Investors together with Xxxxxxx are
hereinafter collectively referred to as the "Voting Group," and individually as
a "Member" of the Voting Group.
RECITALS:
WHEREAS, the Holders and the Members of the Voting Group entered into a
Voting Agreement dated as of March 30, 2000 and amended on November 1, 2002 (as
amended and in effect, the "Voting Agreement"); and
WHEREAS, the Holders and the Members of the Voting Group desire to
terminate the Voting Agreement on the Execution Date pursuant to the terms
hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Holders and the Members of the
Voting Agreement, intending to be legally bound, hereby agree as follows:
1. Termination of Voting Agreement. The parties hereto, the holders of the
number of shares of Common Stock of the Company set forth opposite their names
on Exhibit A, hereby agree that the Voting Agreement is hereby terminated
without any additional action of the parties hereto, as of the date hereof.
2. Prior Agreements. This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and supersedes any
prior understandings or agreements concerning the subject matter hereof.
3. Amendment. This Agreement may be amended or modified or any provision
waived only by a written instrument executed by (a) the Members of the Voting
Group or their assigns holding not less than a majority of the shares of Common
Stock held by all Members of the Voting Group and (b) the Company, who is an
intended third party beneficiary under this Agreement. The failure of either
party at any time or times to require performance of any provision of this
Agreement shall in no manner affect the right at a later time to enforce the
same.
4. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the other provisions of this Agreement, and this
Agreement shall be construed and reformed to the fullest extent possible.
5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts when taken together shall constitute one
and the same instrument. This Agreement shall become binding when one or more
counterparts taken together shall have been executed and delivered (which
deliveries may be by facsimile transmission) by all of the parties hereto.
6. Governing Law and Forum. This Agreement shall be construed and enforced
in accordance with and governed by the internal laws of the Commonwealth of
Virginia without regard to its conflict of laws provisions. Exclusive
jurisdiction and venue for any litigation arising under this Agreement is in the
Eastern District of Virginia for Federal matters and Fairfax County court for
State matters and both parties hereby consent to such jurisdiction and venue for
this purpose.
7. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of each party hereto and their respective successors and assigns.
8. Expenses. Each party hereto shall be responsible for his, her or its own
costs and expenses (including without limitation attorneys' fees) in connection
with this Agreement and the negotiation, execution, delivery and enforcement
hereof.
9. Mutual Drafting. This Agreement is the mutual product of the parties
hereto, and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of each of the parties, and shall not be construed for
or against any of the parties hereto.
10. Headings. Paragraph and subparagraph headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of the Agreement for any other purpose.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Execution Date.
XXXXXXX: INVESTORS:
____________________________________ _______________________________________
X.X. Xxxxxxx Xxx X. Xxxxx
_______________________________________
Xxxxxxxx X. Xxxxx
_______________________________________
Xxxxx Dynastic Trust
By Xxx X. Xxxxx, Trustee
_______________________________________
J. Xxxxxxx Xxxx
HOLDERS:
_______________________________________
Xxxx Xxxxx
_______________________________________
Xxxx Xxxxx
_______________________________________
J. Xxxxxxx Xxxx
_______________________________________
Xxxxxxx Xxxxxx
_______________________________________
Xxxxxxxx Xxxxxxxxxx
_______________________________________
Xxx Xxxxxx
_______________________________________
Xxxxx Xxxxxx
Exhibit A
Holder Shares
------ ------
Xxx X. Xxxxx 146,468
Xxxxxxxx X. Xxxxx 166,634
Xxxxx Dynamic Trust 1,515,422
J. Xxxxxxx Xxxx 792,135
Xxxx Xxxxx 0
Xxxx Xxxxx 13,800
Xxxxxxx Xxxxxx 50
Xxxxxxxx Xxxxxxxxxx 2,175
Xxxxxx X. Xxxxxx 1,875
Xxxxx X. Xxxxxx 1,875
