ManTech International (MANT)

TERMINATION OF AGREEMENT;PAYMENT OF EXPENSES; WAIVER OF CONDITIONS

Section 9.1 Termination of Agreement.

Anything herein to the contrary notwithstanding, this Agreement may be terminated at any time (such date of termination being the “Termination Date”) before the Closing Date as follows, and in no other manner:

(a) Mutual Consent. By mutual written consent of Buyer and the Company;

(b) Either Party. By either Buyer or the Company if (i) the Closing shall not have occurred on or prior to the Voluntary Termination Date; provided, however, that no party

- 80 -

may terminate this Agreement in accordance with this Section 9.1(b)(i) if the failure to consummate the Closing shall be due to the breach by the party seeking to terminate this Agreement of its obligations or covenants under this Agreement, in which case, the foregoing date shall be extended by the period of delay due to such breach, (ii) there shall be a final nonappealable order of a federal or state court of competent jurisdiction in effect preventing the consummation of the transactions contemplated hereby, (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the parties by any Governmental Entities that would make the Merger illegal, or (iv) if either the Company, on the one hand, or the Buyer or Merger Sub, on the other hand, respectively, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or such proceeding is instituted against such other party (and not dismissed within sixty (60) days);

(c) By Buyer. By Buyer, (i) if there has been a material violation or breach by the Company of any covenant, agreement, representation or warranty contained in this Agreement which has rendered the satisfaction of any condition contained in Article VI hereof incapable of fulfillment or, if capable of being cured, has not been cured within thirty (30) days of the date on which the Company receives written notice thereof from Buyer; (ii) if there has been a material violation or breach by any of the Shareholders or the Company of the covenants and agreements in Section 5.1 hereof, resulting in failure of the Company to obtain Shareholder approval by the Meeting Date; (iii) if the Company fails to obtain the requisite approval of the Shareholders prior to the Voluntary Termination Date; (iv) if Closing does not occur by the Voluntary Termination Date as a result of any action or inaction on the part of the Company or the Shareholder Parties; (v) if the Company, or its board of directors shall have withdrawn, modified or amended in any material respect the approval of this Agreement or the transactions contemplated herein, or taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Buyer) after a reasonable period of time to reject or disapprove any Alternate Transaction (or after a reasonable period of time to recommend to its Shareholders such rejection or disapproval or (vi) if any of the Company, the Shareholder Parties, or any agent, officer, director or any representative thereof breaches the provisions of Section 5.5 hereof; or

(d) By the Company. By the Company, (i) if there has been a material violation or breach by Buyer of any covenant, agreement, representation or warranty contained in this Agreement which has rendered the satisfaction of any condition contained in Article VI hereof incapable of fulfillment or, if capable of being cured, has not been cured within thirty (30) days of the date on which Buyer receives written notice from the Company; or (ii) if Closing does not occur by the Voluntary Termination Date as a result of any action or inaction on the part of Buyer.

If any of the Buyer or the Company terminates this Agreement pursuant to the provisions hereof, such termination will be effected by written notice to the other parties specifying the provision hereof pursuant to which the termination is made.

- 81 -

Section 9.2 Payment of Expenses; Effect of Termination.

(a) In the event that this Agreement shall be terminated pursuant to this Article IX, each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel, its auditors and its actuaries.

(b) If this Agreement is terminated pursuant to this Article IX, this Agreement will forthwith become null and void, and no party hereto shall have any liability or obligation, of any kind or nature whatsoever, to any other party hereto by reason of such a termination or for any of the events or circumstances that gave rise thereto, provided, however, that (i) the provisions of this Article IX, the entirety of Article XI and the rights of the Company and the obligations of Buyer under the Buyer Confidentiality Agreement, shall survive and shall continue in full force and effect notwithstanding termination of this Agreement for any reason whatsoever, and (ii) if the termination hereof is the result of an Intentional Breach (as hereinafter defined) of this Agreement, then, (A) in the event that such Intentional Breach was committed by the Company or any of the Shareholder Parties (a “Company Intentional Breach”), the Company shall remain liable for, and Buyer shall be entitled to recover from the Company, any damages, losses, costs and expenses incurred or suffered by Buyer or Merger Sub by reason of such Company Intentional Breach, or (B) in the event that such Intentional Breach was committed by Buyer or Merger Sub (a “Buyer Intentional Breach”), then, Buyer shall remain liable for, and the Company and the Shareholder Parties shall be entitled to recover from Buyer, any damages, losses, costs and expenses incurred or suffered by the Company or any of the Shareholder Parties, by reason of such Buyer Intentional Breach. For purposes hereof, an “Intentional Breach” shall mean a willful and knowing breach by a party of any of its material representations, warranties, agreements or covenants set forth in this Agreement.

(c) Notwithstanding anything to the contrary that may be set forth elsewhere in this Agreement, including in this Article IX, in no event and under no circumstance shall any officer, director, shareholder, employee or independent contractor of any party hereto, including any Shareholder Party, have any liability whatsoever to any other party hereto by reason of any termination of this Agreement or the action, events, occurrences or circumstances that caused this Agreement to be terminated.