EXHIBIT 4.4



 Exhibit 4.4 
  
 THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE
RULES AND REGULATIONS THEREUNDER. 
  
 THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN PURCHASE AGREEMENT, DATED MAY 28, 2004 BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN (AS AMENDED FROM TIME TO TIME IN ACCORDANCE
WITH ITS TERMS, THE “PURCHASE AGREEMENT”). A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. 
  
 THE SECURITIES REPRESENTED HEREBY MAY BE SUBJECT TO THE TERMS AND
CONDITIONS OF A VOTING AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS). A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS
SECURITY WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. 
  
 THIS WARRANT MAY NOT BE EXERCISED PRIOR TO STOCKHOLDER APPROVAL, AS DESCRIBED HEREIN. 
  

			
	No. W-2004-        	  	 Void After Expiration Date
 (as defined below)


  

 B-1 








 WARRANT 
  
 TO PURCHASE COMMON STOCK OF 
  
 ANALEX CORPORATION 
  
 Dated May 28, 2004 
  
 THIS WARRANT CERTIFIES THAT, for value received,
                         or its permitted transferees (the “Holder”) is entitled to purchase from ANALEX
CORPORATION, a Delaware corporation (the “Company”), up to the number of duly authorized, validly issued and (upon payment or net issue election as set forth herein) fully paid and nonassessable shares (the
“Shares”) of common stock, $.02 par value per share (the “Common Stock”), of the Company, as further described and defined below. 
  
 Section 1. Number of Shares. The maximum number of Shares which may be purchased upon the exercise of this Warrant is one (1) share of Common Stock for every five
(5) shares of Common Stock issued or issuable upon conversion of Series B convertible preferred stock of the Company, par value $.02 per share (the “Series B Preferred Stock”) issued on the date hereof to the Holder by the Company
or issuable upon the conversion of the principal amount of the secured senior subordinated convertible promissory notes of the Company, issued on the date hereof to the Holder by the Company pursuant to the Purchase Agreement. Capitalized terms used
in this Warrant but not otherwise defined in this Warrant will have the meanings assigned to such terms in the Purchase Agreement. 
  
 Section 2. Exercise Price. The price per share at which the Holder may purchase the Common Stock shall be the price that equals the price that reflects a
twenty-five percent (25%) premium to the trailing average closing price of the Common Stock for the twenty (20) trading days immediately preceding the date hereof (the “Exercise Price”), as adjusted from time to time in accordance
with Section 6 hereof. 
  
 Section 3. Expiration Date. This Warrant shall
expire at 5:00 p.m. New York Time on the tenth anniversary of the date hereof (the “Expiration Date”). Upon the Expiration Date, all rights of the Holder to purchase Common Stock pursuant to this Warrant shall immediately terminate.

  
 Section 4. Exercise and Payment. 
  
 Section 4.1 Exercise. The purchase rights represented by this Warrant
may be exercised by the Holder, in whole or in part at any time following the Stockholder Approval and from time to time, by the surrender of this Warrant (together with a duly executed notice of exercise in the form attached hereto as Exhibit
A-1) at the principal office of the Company, and by the payment to the Company, by wire transfer of immediately available funds, of an amount equal to the aggregate Exercise Price of the Shares being purchased. 
  









 Section 4.2 Net Issue Election. The Holder may elect to receive, without the payment by the Holder
of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion (together with a duly executed exercise notice in the form attached hereto as Exhibit A-2) at
the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of Shares as is computed using the following formula: 
  
 X = Y (A-B) 
         A 
  
 where 

 

			
	 X =
	  	the number of Shares to be issued to the Holder pursuant to this Section 4.2.
		
	 Y =
	  	the number of Shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4.2.
		
	 A =
	  	the Fair Market Value of one share of Common Stock, as determined in accordance with Section 7 herein, as at the time the net issue election is made pursuant to this Section
4.2.
		
	 B =
	  	the Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.2.

  
 Section 4.3 Stock
Certificates. In the event of the exercise of all or any portion of this Warrant, certificates for the Shares so purchased shall be delivered to the Holder by the Company at the Company’s own expense (including the payment by the Company of
any applicable issue taxes or governmental charges imposed in connection with the issuance or delivery of the Common Stock) within a reasonable time, which shall in no event be later than ten (10) days thereafter and, unless this Warrant has been
fully exercised or has expired, a new Warrant representing the Shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such time. 
  
 If this Warrant shall be surrendered for exercise within any period during which the transfer books for shares of the Common
Stock or other securities purchasable upon the exercise of this Warrant are closed for any purpose, the Company shall not be required to make delivery of certificates for the securities purchasable upon such exercise until the date of the reopening
of said transfer books. 
  
 Section 5. Stock Fully Paid; Reservation of
Shares. All of the Shares issuable upon the exercise of this Warrant will, upon issuance and receipt of the Exercise Price therefor, be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the
ownership thereof, and free and clear of all taxes, liens, encumbrances and charges with respect to the issue thereof. During the period within which this Warrant may be exercised, the Company shall at all times have authorized and reserved 

  









 
for issuance sufficient shares of its Common Stock to provide for the exercise of this Warrant. 
  
 Section 6. Adjustment of Exercise Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price therefor shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: 
  
 Section 6.1 Adjustments for Subdivisions of Common Stock. If the number of shares of Common Stock outstanding at any time is increased by a stock
dividend payable in shares of Common Stock or by a subdivision or split up of stock, then the Exercise Price in effect immediately prior to such stock dividend, subdivision or split shall, concurrently with the effectiveness of such dividend,
subdivision or split up, be proportionately decreased and the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding shares of Common Stock. 
  
 Section 6.2 Adjustments for Combinations Common Stock. If the number
of shares of Common Stock outstanding at any time is decreased by a combination of the outstanding shares of Common Stock, then the Exercise Price in effect immediately prior thereto shall, concurrently with the effectiveness of such combination, be
proportionately increased and the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock. 
  
 Section 6.3 Adjustments for Stock Dividends and Other Distributions.
If the Company at any time or from time to time makes or fixes a record date for the determination of holders of Common Stock entitled to receive any distribution (excluding any repurchases of securities by the Company not made on a pro rata basis
from all holders of any class of the Company securities) payable in property or in securities of the Company other than shares of Common Stock, then and in each such event the Holder of this Warrant shall receive at the time of exercise, the amount
of property or the number of securities of the Company that the Holder would have received had it exercised this Warrant immediately prior to such event. 
  
 Section 6.4 Adjustments for Reclassification, Exchange and Substitution. Upon a Notice Event (as defined below), if the Common Stock issuable upon
exercise of this Warrant shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, merger, reclassification or otherwise (other than a subdivision or combination of
shares provided for above) this Warrant shall thereafter be exercisable into, in lieu of the number of shares of Common Stock which the Holder would otherwise have been entitled to receive, a number of shares of such other class or classes of stock
equivalent to the number of shares of Common Stock that would have been subject to receipt by the Holder upon exercise of this Warrant immediately before that change. 
  









 Section 6.5 Notice of Certain Events. In the event (each, a “Notice
Event”): (a) the Company authorizes the issuance to all holders of Common Stock rights or warrants to subscribe for or purchase shares of its capital stock, or any other subscription rights or warrants; (b) the Company authorizes the
distribution to all holders of Common Stock evidences of indebtedness or assets or other securities; (c) of any capital reorganization or reclassification of Common Stock, other than a subdivision or combination of the outstanding Common Stock and
other than a change in par value of the Common Stock; (d) of any liquidation or merger to which the Company is a party and for which approval of any of the Company’s holders of Common Stock is required, other than a consolidation or merger in
which the Company is the continuing corporation and that does not result in any reclassification or change of the shares of Common Stock issuable upon the exercise of this Warrant; (e) of the conveyance or transfer of the Company’s properties
and assets, substantially as an entirety; or (f) of the Company’s voluntary or involuntary dissolution, liquidation or winding-up; then, in each case, the Company shall cause to be mailed by certified mail to the Holder, at least 10 days prior
to the applicable record or effective date hereinafter specified, a notice stating the material terms relating to the exercise of the Warrants, the name, title and telephone number of a Company representative who shall be available to answer any
questions relating to such exercise and the dates as of which (i) the holders of Common Stock of record will be entitled to receive any such rights, warrants or distributions are to be determined, (ii) such Notice Event is expected to become
effective and (iii) that Holders of record of Warrants shall be entitled to exchange or sell their Shares issuable upon the exercise of this Warrant for securities or other property, if any, deliverable upon such Notice Event. In addition, if the
Company receives written notice that a purchase, tender or exchange offer has been made to the holders of more than 50% of the outstanding Common Stock, the Company shall give the Holder reasonable notice (but will not be required to give not more
than 10 days notice) thereof. 
  
 Section 7. Fractional Shares. No
fractional Shares will be issued in connection with any exercise hereunder. In lieu of such fractional shares the Company shall make a cash payment therefor based upon the Fair Market Value of the Common Stock on such date as determined in good
faith by the Company’s Board of Directors as follows: 
  
 For purposes of this Warrant, “Fair Market Value” of a Share as of a particular date means: (a) if the Common Stock is traded on an exchange or the over-the-counter market or otherwise quoted or reported on
a national exchange, the most recently reported closing price, (b) if conversion or exercise is simultaneous with an underwritten public offering of Common Stock registered under the Act, then the initial public offering price (before deducting
commissions, discounts or expenses) per share sold in such offer, and (c) otherwise that price determined in good faith and in such reasonable manner as prescribed by a majority of the Company’s Independent Directors (as such term is defined in
that certain Amended and Restated Stockholders’ Voting Agreement, dated May 28, 2004, between the Company and the investors named therein). 
  









 Section 8. Restrictions on Transfer. 
  
 Section 8.1 Transfer. The Holder may transfer this Warrant and the Shares issuable upon exercise of this Warrant, and
the rights and obligations attached thereto, so long as (a) any such transfer(s) comply with applicable securities laws and the terms of that certain Co-Sale Agreement, dated May 28, 2004, among the Borrower and the other parties named therein, as
amended, and (b) unless such securities have been registered in accordance with applicable securities laws and transferred pursuant to a non-private, open market transaction on the securities exchange on which the Company’s Common Stock is
listed, if such transferee is not a United States citizen or an entity formed under the laws of a U.S. jurisdiction, the Holder obtains the Company’s consent for such transfer (which shall not be unreasonably withheld). 
  
 Section 8.2 Restrictive Legend. Unless a registration statement is in
effect with respect thereto, each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend or recapitalization (collectively, the “Restricted Securities”),
shall be endorsed as follows: 
  
 THIS WARRANT AND THE SHARES OF
COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER. 
  
 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE AGREEMENT. A COPY OF SUCH
AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. 
  
 THE SECURITIES REPRESENTED HEREBY MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT WHICH MAY PLACE CERTAIN RESTRICTIONS ON THE VOTING OF
SUCH SECURITIES (INCLUDING THE GRANT OF AN IRREVOCABLE PROXY RELATIVE TO VOTING MATTERS). A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS SECURITY WITHOUT CHARGE UPON WRITTEN 

  









 
REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. 
  
 Section 9. No Rights of Stockholders. This Warrant does not entitle the Holder to any voting rights as a stockholder of the Company prior to the exercise of the
Warrant. Nothing in this Warrant shall obligate the Holder to exercise this Warrant, it being understood that the decision as to whether to exercise the Warrant shall be made exclusively by the Holder. 
  
 Section 10. No Impairment. The Company will not, by amendment of its Certificate of
Incorporation, as amended, including any certificates of designation with respect thereto, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but it will at all times in good faith assist in the carrying out of all of the provisions of this Warrant and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment. 
  
 Section 11. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new
Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant provided, that the Company shall pay all costs of delivery (including insurance against loss and theft until delivered in an amount satisfactory to the Holder).

  
 Section 12. Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a
Saturday or a Sunday or a legal holiday. 
  
 Section 13. Miscellaneous.

  
 Section 13.1 Governing Law. This Warrant shall be
governed by and construed in all respects in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. 
  
 Section 13.2 Entire Agreement; Amendment. Each party hereby acknowledges that no other party or any other person or
entity has made any promises, warranties, understandings or representations whatsoever, express or implied, not contained in the Transaction Documents and acknowledges that it has not executed this Warrant in reliance upon any such promises,
representations, understandings or warranties not contained herein or therein and that the Transaction Documents supersede all prior agreements and understandings between the parties with respect thereto. There are no 

  









 
promises, covenants or undertakings other than those expressly set forth or provided for in the Transaction Documents. Neither this Warrant nor any term
hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the 66 2/3% in Interest Purchasers and the Company. Any amendment, waiver, discharge or termination so made or effected shall be binding upon all
of the Holders. 
  
 Section 13.3 Successors and Assigns.
Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the permitted successors and assigns, heirs, executors, and administrators of the Company and the Holder. 
  
 Section 13.4 Severability. Whenever possible, each provision of this
Warrant will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Warrant will be reformed, construed and enforced in such jurisdiction to the greatest extent possible to carry out the intentions
of the parties hereto. 
  
 Section 13.5 Notices, etc. All
notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, by overnight courier, or otherwise delivered by hand or by messenger or sent by facsimile and
confirmed by mail, addressed: 
  
 (i) if to the
Company, at Analex Corporation, 5904 Richmond Highway, Suite 300, Alexandria, Virginia 22303, Attention: Chief Executive Officer; and 
  
 (ii) if to the Holder, at the address of such Holder set forth on the signature page of this Warrant. 
  
 All notices shall be effective upon receipt. 
  
 Section 13.6 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 Section 13.7 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. 
  
 Signatures on the
following page. 
  









 This Warrant to purchase Common Stock is issued this 28th day of May, 2004. 
  

			
	 ANALEX CORPORATION

		
	 By:
	 	 
	 	 	

	 Name:
	 	 Sterling E. Phillips, Jr.

	 Title:
	 	 Chief Executive Officer