Exhibit 10.35
AMENDMENT
TO
ANALEX CORPORATION VOTING AGREEMENT
This Amendment to Voting Agreement (the "Amendment") effective as of
November 1, 2002, by and among certain holders (the "Holders") (including but
not limited to Xxxx X. Xxxxxxx ("Xxxxxxx")) of the common stock, par value $.02
per share (the "Common Stock") of Analex Corporation, a Delaware corporation
formerly known as Hadron, Inc. (the "Company"), and certain Members of the
Voting Group under the Original Agreement (as defined below).
WHEREAS, the Holders and the Members of the Voting Group are party to that
certain Voting Agreement, dated as of March 30, 2000 (the "Original Agreement"),
relating to voting as to the number and identity of the directors of the Company
and certain other matters related to the Common Stock; and
WHEREAS, the Holders and the Members of the Voting Group desire to amend
the Original Agreement to effect the removal of Xxxxxxx as a party to the
Agreement.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows (capitalized terms not otherwise defined in this
Amendment shall have the meaning given them in the Original Agreement):
1. Effective as of the date hereof, Xxxxxxx shall no longer be a party to
the Original Agreement, and shall be released from any and all further
obligations and liabilities thereunder.
2. All references to "Holders" under the Original Agreement shall
henceforth be deemed to exclude Xxxxxxx.
3. Except as expressly set forth above, all other provisions of the
Original Agreement shall remain the same and in full force and effect.
[Signatures on following page]
IN WITNESS WHEREOF, and pursuant to Section 5 of the Original Agreement,
the undersigned, constituting Holders holding not less than a majority of the
shares of Common Stock held by all Holders and the Members of the Voting Group
holding not less than a majority of the shares of Common Stock held by all
Members of the Voting Group, have caused this Amendment to be executed effective
as of the date first above written.
HOLDERS: VOTING GROUP MEMBERS:
------------------------------------- ------------------------------------
Xxxx X. Xxxxxxx Xxx X. Xxxxx
Xxxxx Dynastic Trust
------------------------------------- ------------------------------------
J. Xxxxxxx Xxxx Xxx X. Xxxxx, Trustee
------------------------------------
J. Xxxxxxx Xxxx
