PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
[ ], 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby revokes all previous proxies, if any, hereby acknowledges receipt of the Notice of Special Meeting of Shareholders (the "Meeting") and Joint Proxy Statement-Prospectus, and hereby appoints Thomas A. Page, or in his absence or inability to act, Michael W. Fink, as attorneys, agents and proxies of the undersigned, with full powers of substitution, to attend and act as proxies of the undersigned at the Special Meeting of Shareholders of SYS (the "Company"), to be held at 5050 Murphy Canyon Road, Suite 200, San Diego, CA 92123, on [ ], 2008 at 11:00 a.m., local time, and at any and all adjournments or continuations thereof, and to vote as specified herein the number of shares which the undersigned, if personally present, would be entitled to vote, with the same force and effect as the undersigned might or could do if personally present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1, THE ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED AS OF FEBRUARY 20, 2008, BY AND AMONG KRATOS DEFENSE & SECURITY SOLUTIONS, INC., WHITE SHADOW, INC., AND SYS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND "FOR" PROPOSAL 2, THE APPROVAL OF ANY MOTION TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO OTHER INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
PLEASE COMPLETE, SIGN AND DATE ON REVERSE SIDE AND RETURN TO THE COMPANY
SYS
Vote by Internet, Telephone or Mail
24 Hours a Day—7 Days a Week
Your
telephone or internet vote authorizes the named proxies to vote your shares in the same manner
As if you marked, signed and returned your proxy card.
| INTERNET | TELEPHONE | ||||||
| http://www.proxyvoting.com/sys | 1-866-540-5760 | ||||||
| 1. | Go to the website listed above | 1. | Use any touch-tone telephone | 1. | Mark, sign, and date your proxy card | ||
| 2. | Have your proxy card ready | 2. | Have your proxy card ready | 2. | Detach your proxy card | ||
| 3. | Enter your Control Number located above your name and address | 3. | Enter your Control Number above your name and address | 3. | Return your proxy card in the postage paid envelope provided | ||
| 4. | Follow the simple instructions on the website | 4. | Follow the simple recorded instructions |
You
do NOT need to mail back your proxy card
if you vote your proxy by telephone or internet.
FOLD AND DETACH HERE
(continued from other side)
| o FOR | o AGAINST | o ABSTAIN |
| o FOR | o AGAINST | o ABSTAIN |
| o I/(WE) WILL | o WILL NOT ATTEND THE MEETING IN PERSON |
When signing as attorney, executor, officer, administrator, trustee or guardian, please give full title. If more than one trustee, all should sign. All joint owners must sign.
| Dated: | |
, 2008 |
| Signature |
| Signature (if shares held jointly or if more than one trustee) |