N0110978 } 3 (b) Promptly after Continental receives the Record Stockholders List, Continental shall: (i) mail or cause to be mailed, by first class mail, to each holder of Common Stock of record on the Record Date whose address of record is within...

{N0110978 }
Subscription Agent Agreement
THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between DLH
Holdings Corp., a New Jersey corporation (the “Company”), and Continental
Stock Transfer & Trust Company (“Continental”), is dated as of ___________,
2016. This agreement also appoints Continental as Information Agent for the
beneficial holders. In this capacity, Continental will coordinate with brokers
and or their agents disbursement of offering material and offering information
as required.
1. Appointment.
(a) The Company is making an offer (the “Subscription Offer”) to
issue to the holders of record of its outstanding shares of Common Stock par
value $0.001 per share (the “Common Stock”), at the close of business on
_________________, 2016 (the “Record Date”), the right to subscribe for and
purchase (each a “Right”) shares of Common Stock (the “Additional Common
Stock”) at a purchase price of $_______ per share of Additional Common Stock
(the “Subscription Price”), payable by cashier’s or certified check, upon the
terms and conditions set forth herein. The term “Subscribed” shall mean
submitted for purchase from the Company by a stockholder in accordance with
the terms of the Subscription Offer, and the term “Subscription” shall mean
any such submission.
(b) The Subscription Offer will expire at 5:00 pm on
_________________, 2016, New York City Time, on (the “Expiration Time”), unless
the Company shall have extended the period of time for which the Subscription
Offer is open, in which event the term “Expiration Time” shall mean the latest
time and date at which the Subscription Offer, as so extended by the Company
from time to time, shall expire.
(c) The Company filed a Registration Statement (SEC File 333-
212380) relating to the Additional Common Stock with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, on July
1, 2016 and as amended on _____________, 2016. Said Registration Statement
was declared effective on _______day, ______________, 2016. The terms of the
Additional Common Stock are more fully described in the Prospectus forming
part of the Registration Statement as it was declared effective, and the
accompanying Letter of Instruction. Copies of the Prospectus, the Letter of
Instruction and the Notice of Guaranteed Delivery are attached hereto as
Exhibit 1, Exhibit 2 and Exhibit 3, respectively. All terms used and not defined
herein shall have the same meaning as in the Prospectus. Promptly after the
Record Date, the Company will provide Continental with a list of holders of
Common Stock as of the Record Date (the “Record Stockholders List”).

{N0110978 } 3
(b) Promptly after Continental receives the Record Stockholders
List, Continental shall:
(i) mail or cause to be mailed, by first class mail, to each
holder of Common Stock of record on the Record Date whose address of record
is within the United States and Canada, (i) a Certificate evidencing the Rights
to which such stockholder is entitled under the Subscription Offer, (ii) a copy of
the Prospectus, (iii) a Letter of Instruction, (iv) a Notice of Guaranteed Delivery,
and (v) a return envelope addressed to the Subscription Agent; and
(ii) mail or cause to be mailed, by air mail, to each holder
of Common Stock of record on the Record Date whose address of record is
outside the United States and Canada, or is an A.P.O. or F.P.O. address, (i) a
copy of the Prospectus, (ii) a Notice of Guaranteed Delivery, and (iii) a Letter of
Instruction (different from the Letter of Instruction sent to stockholders whose
address of record is within the United States and Canada). Continental shall
refrain from mailing Certificates issuable to any holder of Common Stock of
record on the Record Date whose address of record is outside the United States
and Canada, or is an A.P.O. or F.P.O. address, and hold such Certificates for
the account of such stockholder subject to such stockholder making
satisfactory arrangements with the Subscription Agent for the exercise or other
disposition of the Rights evidenced thereby, and follow the instructions of such
stockholder for the exercise, sale or other disposition of such Rights if such
instructions are received at or before 11:00 a.m., New York City Time, on
__________________day, __________________, 2016.
(c) Mail or deliver a copy of the Prospectus (i) to each assignee
or transferee of Certificates upon receiving appropriate documents to register
the assignment or transfer thereof if the Certificates are transferable, and (ii)
with certificates for shares of Additional Common Stock when such are issued
to persons other than the registered holder of the Certificate.
(d) Accept Subscriptions upon the due exercise (including
payment of the Subscription Price) on or prior to the Expiration Time of Rights
in accordance with the terms of the Certificates and the Prospectus.
(e) Subject to the next sentence, accept Subscriptions from
stockholders whose Certificates are alleged to have been lost, stolen or
destroyed upon receipt by Continental of an affidavit of theft, loss or
destruction and a bond of indemnity in form and substance satisfactory to
Continental, accompanied by payment of the Subscription Price for the total
number of shares of Additional Common Stock Subscribed for. Upon receipt of
such affidavit and bond of indemnity and compliance with any other applicable
requirements, stop orders shall be placed on said Certificates and Continental

{N0110978 } 4
shall withhold delivery of the shares of Additional Common Stock subscribed
for until after the Certificates have expired and it has been determined that the
Rights evidenced by the Certificates have not otherwise been purported to have
been exercised or otherwise surrendered.
(f) Accept Subscriptions, without further authorization or
direction from the Company, without procuring supporting legal papers or
other proof of authority to sign (including without limitation proof of
appointment of a fiduciary or other person acting in a representative capacity),
and without signatures of co-fiduciaries, co-representatives or any other
person:
(i) if the Certificate is registered in the name of a fiduciary
and is executed by, and the Additional Common Stock is to be issued in the
name of, such fiduciary;
(ii) if the Certificate is registered in the name of joint
tenants and is executed by one of the joint tenants, provided the certificate
representing the Additional Common Stock is issued in the names of, and is to
be delivered to, such joint tenants;
(iii) if the Certificate is registered in the name of a
corporation and is executed by a person in a manner which appears or
purports to be done in the capacity of an officer, or agent thereof, provided the
Additional Common Stock is to be issued in the name of such corporation; or
(iv) if the Certificate is registered in the name of an
individual and is executed by a person purporting to act as such individual’s
executor, administrator or personal representative, provided, the Additional
Common Stock is to be registered in the name of the subscriber as executor or
administrator of the estate of the deceased registered holder and there is no
evidence indicating the subscriber is not the duly authorized representative
that he purports to be.
(g) Accept Subscriptions not accompanied by Certificates if
submitted by a firm having membership in the New York Stock Exchange or
another national securities exchange or by a commercial bank or trust
company having an office in the United States together with the Notice of
Guaranteed Delivery and accompanied by proper payment for the total number
of shares of Additional Common Stock Subscribed for.
(h) Accept Subscriptions even though unaccompanied by
Certificates, under the circumstances and in compliance with the terms and
conditions set forth in the Prospectus under the heading “Procedures for DTC
Participants.”

{N0110978 } 6
(b) The Certificates shall be issued in registered form only. The
Company shall appoint and have in office at all times a Transfer Agent and
Registrar for the Certificates, which may be Continental and which shall keep
books and records of the registration and transfers and exchanges of
Certificates (such books and records are hereinafter called the “Certificate
Register”). The Company shall promptly notify the Transfer Agent and Registrar
of the exercise of any Certificates. The Company shall promptly notify
Continental of any change in the Transfer Agent and Registrar of the
Certificates.
(c) All Certificates issued upon any registration of transfer or
exchange of Certificates shall be the valid obligations of the Company,
evidencing the same obligations, and entitled to the same benefits under this
Agreement, as the Certificates surrendered for such registration of transfer or
exchange.
(d) Any Certificate when duly endorsed in blank shall be deemed
negotiable, and when a Certificate shall have been so endorsed the holder
thereof may be treated by the Company, Continental and all other persons
dealing therewith as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented thereby, any notice to the
contrary notwithstanding, but until such transfer is registered in the Certificate
Register, the Company and Continental may treat the registered holder thereof
as the owner for all purposes.
(e) For so long as this Agreement shall be in effect, the
Company will reserve for issuance and keep available free from preemptive
rights a sufficient number of shares of Additional Common Stock to permit the
exercise in full of all Rights issued pursuant to the Subscription Offer. Subject
to the terms and conditions of this Agreement, Continental will request the
Transfer Agent for the Common Stock to issue certificates evidencing the
appropriate number of shares of Additional Common Stock as required from
time to time in order to effectuate the Subscriptions.
(f) The Company shall take any and all action, including
without limitation obtaining the authorization, consent, lack of objection,
registration or approval of any governmental authority, or the taking of any
other action under the laws of the United States of America or any political
subdivision thereof, to insure that all shares of Additional Common Stock
issuable upon the exercise of the Certificates at the time of delivery of the
certificates therefor (subject to payment of the Subscription Price) will be duly
and validly issued and fully paid and non-assessable shares of Common Stock,
free from all preemptive rights and taxes, liens, charges and security interests
created by or imposed upon the Company with respect thereto.

{N0110978 } 11
deemed effective on the date of receipt, and may be sent by facsimile, overnight
delivery services, or by certified or registered mail, return receipt requested to:
If to the Company:
DLH Holdings Corp.
0000 Xxxxxxxx Xxxxxx, XX
Xxxxxxxx 0, Xxxxx 000
Xxxxxxx, XX 00000
(678) 935-1520
(000) 000-0000 (fax)
with a copy to:
Xxxxxx & Xxxxxxxxx, LLP
00 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
(212) 599-3322
(000) 000-0000 (fax)
If to Continental:
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
with a copy to:
17. Specimen Signatures. Set forth in Exhibit 5 hereto is a list of the
names and specimen signatures of the persons authorized to act for the
Company under this Agreement. The Secretary of the Company shall, from
time to time, certify to Continental the names and signatures of any other
persons authorized to act for the Company, as the case may be, under this
Agreement.
18. Instructions. Any instructions given to Continental orally, as
permitted by any provision of this Agreement, shall be confirmed in writing by

{N0110978 } 12
the Company as soon as practicable. Continental shall not be liable or
responsible and shall be fully authorized and protected for acting, or failing to
act, in accordance with any oral instructions which do not conform with the
written confirmation received in accordance with this Section.
19. Fees. Whether or not any Certificates are surrendered to
Continental, for its services as Subscription Agent hereunder, the Company
shall pay to Continental a fee of $______________, together with reimbursement
for out-of-pocket expenses. All amounts owed to Continental hereunder are due
upon receipt of the invoice.
20. Force Majeure. Continental shall not be liable for any failure or
delay arising out of conditions beyond its reasonable control including, but not
limited to, work stoppages, fires, civil disobedience, riots, rebellions, storms,
electrical, mechanical, computer or communications facilities failures, acts of
God or similar occurrences.
21. Miscellaneous.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to
conflict of laws, rules or principles.
(b) No provision of this Agreement may be amended, modified or
waived, except in writing signed by all of the parties hereto.
(c) Except as expressly set forth elsewhere in this Agreement, all
notices, instructions and communications under this Agreement shall be in
writing, shall be effective upon receipt and shall be addressed as provided in
Section 16 to such other address as a party hereto shall notify the other parties
in writing.
(d) In the event that any claim of inconsistency between this
Agreement and the terms of the Subscription Offer arise, as they may from
time to time be amended, the terms of the Subscription Offer shall control,
except with respect to Continental’s duties, liabilities and rights, including
without limitation compensation and indemnification, which shall be controlled
by the terms of this Agreement.
(e) If any provision of this Agreement shall be held illegal,
invalid, or unenforceable by any court, this Agreement shall be construed and
enforced as if such provision had not been contained herein and shall be
deemed an Agreement among the parties hereto to the full extent permitted by
applicable law.

{N0110978 } 13
(f) This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by, the respective successors and assigns of the parties
hereto.
(g) This Agreement may not be assigned by any party without
the prior written consent of all parties.
(h) Sections 12, 13, 14 and 19 hereof shall survive termination
of this Agreement.
(Signature page follows)

{N0110978 } 14
Signature Page
to
Subscription Agent Agreement
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their duly authorized officers as of the day and year above
written.
Continental Stock Transfer &
Trust Company, as Subscription
Agent
By:_________________________
Name:______________________
Title:_______________________
DLH HOLDINGS CORP.
By:_________________________
Name:
Title:
Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5
Prospectus
Letter of Instruction
Notice of Guaranteed Delivery
Form of Certificate
List of Authorized Representatives

{N0110978 } 19
Exhibit 5
to
Subscription Agent Agreement
List of Authorized Representatives
Authorized
Representative
Specimen Signature
Xxxxxxx X. Xxxxxx
Chief Executive Officer
Xxxxxxx X. XxxxXxxx
Chief Financial Officer
/s/
/s/