CONVERSION, TENDER AND VOTING AGREEMENTConversion, Tender and Voting Agreement • January 29th, 2007 • NYLCAP Manager LLC • Services-computer programming, data processing, etc. • Delaware
THIS 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”).
