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 } 2
(d) The Company hereby appoints Continental to act as
subscription agent (the “Subscription Agent”) for the Subscription Offer in
accordance with and subject to the following terms and conditions.
2. Subscription of Rights.
(a) The Rights are evidenced by non-transferable subscription
certificates (the “Certificates”), a copy of the form of which is attached hereto as
Exhibit 4. The Certificates entitle the holders to subscribe, upon payment of
the Subscription Price, for shares of Additional Common Stock at the rate of
one share for each _____ Rights evidenced by a Certificate (the “Basic
Subscription Privilege”). No fractional shares will be issued. In the event that
the number of Rights submitted by a holder are exercisable for a number of
shares that is not a whole number, the number of shares of Common Stock
issuable to such holder will be rounded down to the nearest whole share.
(b) The Subscription Offer provides that subscribing
stockholders, and only those subscribing stockholders who were stockholders
on the Record Date and who exercise their Rights in full, may exercise an over-
subscription right as more fully described in the Registration Statement (the
“Over-subscription Right”). This Over-subscription Right provides subscribing
stockholders who were stockholders on the Record Date and who exercise their
Rights in full the ability to purchase a portion of the shares of Common Stock
that were not purchased by other stockholders. The Over-subscription Right is
subject to certain limitations, however, and no subscribing stockholder will be
permitted to purchase shares of Additional Common Stock in excess of the
number of shares of Common Stock beneficially owned by such stockholder as
of the Record Date of the Subscription Offer. Further, the Over-subscription
Right is also subject to allocation by the Company in the event sufficient shares
of Common Stock are not available to stockholders seeking to exercise an Over-
subscription Right. Accordingly, Continental shall, after the initial allocation of
Additional Common Stock to those stockholders exercising their Basic
Subscription Right, allocate any remaining Basic Subscription Rights, as more
fully described in the Registration Statement.
3. Duties of Subscription Agent. As Subscription Agent, Continental
is authorized and directed to:
(a) Issue the Certificates in accordance with this Agreement in
the names of the holders of the Common Stock of record on the Record Date,
keep such records as are necessary for the purpose of recording such issuance,
and furnish a copy of such records to the Company. The Certificates may be
signed on behalf of the Subscription Agent by the manual or facsimile
signature of a Vice President or Assistant Vice President of the Subscription
Agent, or by the manual signature of any of its other authorized officers.
{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 } 5
(i) Refer to the Company for specific instructions as to
acceptance or rejection, Subscriptions received after the Expiration Time,
Subscriptions not authorized to be accepted pursuant to this Paragraph 1, and
Subscriptions otherwise failing to comply with the requirements of the
Prospectus and the terms and conditions of the Certificates.
4. Acceptance of Subscriptions. Upon acceptance of a Subscription,
Continental shall:
(a) Hold all monies received in a special account for the benefit
of the Company. Promptly following the Expiration Time Continental shall
distribute to the Company the funds in such account and issue certificates for
shares of Additional Common Stock issuable with respect to Subscriptions that
have been accepted. Continental will not be obligated to calculate or pay
interest to any holder or any other party claiming through a holder or
otherwise. It is hereby agreed immediately following the effective date of the
Subscription, immediately available funds, represented by certified check,
money order, or wire transfer but not personal check, will be deposited with
Continental.
(b) Advise the Company daily by telecopy and confirm by letter
to the attention of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Financial Officer (the “Company
Representative”) as to the total number of shares of Additional Common Stock
Subscribed for, total number of Rights sold, total number of Rights partially
Subscribed for and the amount of funds received, with cumulative totals for
each; and in addition advise the Company Representative, by telephone at
(▇▇▇) ▇▇▇-▇▇▇▇, confirmed by telecopy, of the amount of funds received
identified in accordance with (a) above, deposited, available or transferred in
accordance with (a) above, with cumulative totals; and
(c) As promptly as possible but in any event on or before 3:30
p.m., New York City Time, on the first full business day following the
Expiration Time, advise the Company Representative in accordance with (b)
above of the number of shares Subscribed for, the number of Subscription
guarantees received and the number of shares of Additional Common Stock
unsubscribed for.
5. Completion of Subscription Offer. Upon completion of the
Subscription Offer:
(a) Continental shall requisition certificates from the Transfer
Agent for the Common Stock for shares of Additional Common Stock for which
Subscriptions have been received.
{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 } 7
(g) The Company shall from time to time take all action
necessary or appropriate to obtain and keep effective all registrations, permits,
consents and approvals of the Securities and Exchange Commission and any
other governmental agency or authority and make such filings under Federal
and state laws which may be necessary or appropriate in connection with the
issuance, sale, transfer and delivery of Certificates or Additional Common
Stock issued upon exercise of Certificates.
6. Procedure for Discrepancies. Continental shall follow its regular
procedures to attempt to reconcile any discrepancies between the number of
shares of Additional Common Stock that any Certificate may indicate are to be
issued to a stockholder and the number that the Record Stockholders List
indicates may be issued to such stockholder. In any instance where
Continental cannot reconcile such discrepancies by following such procedures,
Continental will consult with the Company for instructions as to the number of
shares of Additional Common Stock, if any, it is authorized to issue. In the
absence of such instructions, Continental is authorized not to issue any shares
of Additional Common Stock to such stockholder.
7. Procedure for Deficient Items. Continental shall examine the
Certificates received by it as Subscription Agent to ascertain whether they
appear to have been completed and executed in accordance with the applicable
Letter of Instruction. In the event Continental determines that any Certificate
does not appear to have been properly completed or executed, or where the
Certificates do not appear to be in proper form for Subscription, or any other
irregularity in connection with the Subscription appears to exist, Continental
shall follow, where possible, its regular procedures to attempt to cause such
irregularity to be corrected. Continental is not authorized to waive any
irregularity in connection with the Subscription, unless Continental shall have
received from the Company the Certificate which was delivered, duly dated and
signed by an authorized officer of the Company, indicating that any irregularity
in such Certificate has been cured or waived and that such Certificate has been
accepted by the Company. If any such irregularity is neither corrected nor
waived, Continental will return to the subscribing stockholder (at its option by
either first class mail under a blanket surety bond or insurance protecting
Continental and the Company from losses or liabilities arising out of the non-
receipt or nondelivery of Certificates or by registered mail insured separately for
the value of such Certificates) to such stockholder’s address as set forth in the
Subscription any Certificates surrendered in connection therewith and any
other documents received with such Certificates, and a letter of notice to be
furnished by the Company explaining the reasons for the return of the
Certificates and other documents.
8. Date/Time Stamp. Each document received by Continental relating
to its duties hereunder shall be dated and time stamped when received.
{N0110978 } 8
9. Transfer Procedures. If certificates representing shares of
Additional Common Stock are to be delivered by Continental to a person other
than the person in whose name a surrendered Certificate is registered,
Continental shall issue no certificate for Additional Common Stock until the
Certificate so surrendered has been properly endorsed (or otherwise put in
proper form for transfer).
10. Tax Reporting. Should any issue arise regarding federal income tax
reporting or withholding, Continental shall take such action as the Company
reasonably instructs in writing.
11. Termination. The Company may terminate this Agreement at any
time by so notifying Continental in writing. Continental may terminate this
Agreement upon 30 days’ prior notice to the Company. Upon any such
termination, Continental shall be relieved and discharged of any further
responsibilities with respect to its duties hereunder. Upon payment of all
Continental’s outstanding fees and expenses, Continental shall forward to the
Company or its designee promptly any Certificate or other document relating to
Continental’s duties hereunder that Continental may receive after its
appointment has so terminated. Sections 12, 13, 14 and 19 of this Agreement
shall survive any termination of this Agreement.
12. Authorizations and Protections. As agent for the Company,
Continental:
(a) shall have no duties or obligations other than those
specifically set forth herein or as may subsequently be agreed to in writing by
Continental and the Company;
(b) shall have no obligation to issue any shares of Additional
Common Stock unless the Company shall have provided a sufficient number of
certificates for such Additional Common Stock;
(c) shall be regarded as making no representations and having
no responsibilities as to the validity, sufficiency, value, or genuineness of any
Certificates surrendered to Continental hereunder or shares of Additional
Common Stock issued in exchange therefor, and will not be required to or be
responsible for and will make no representations as to, the validity, sufficiency,
value or genuineness of the Subscription Offer;
(d) shall not be obligated to take any legal action hereunder; if,
however, Continental determines to take any legal action hereunder, and where
the taking of such action might, in Continental’s judgment, subject or expose it
{N0110978 } 9
to any expense or liability Continental shall not be required to act unless it
shall have been furnished with an indemnity satisfactory to it;
(e) may rely on and shall be fully authorized and protected in
acting or failing to act upon any certificate, instrument, opinion, notice, letter,
telegram, telex, facsimile transmission or other document or security delivered
to Continental and believed by it to be genuine and to have been signed by the
proper party or parties;
(f) shall not be liable or responsible for any recital or statement
contained in the Prospectus or any other documents relating thereto;
(g) shall not be liable or responsible for any failure on the part
of the Company to comply with any of its covenants and obligations relating to
the Subscription Offer, including without limitation obligations under
applicable securities laws;
(h) may rely on and shall be fully authorized and protected in
acting or failing to act upon the written, telephonic or oral instructions of
officers of the Company with respect to any matter relating to Continental
acting as Subscription Agent covered by this Agreement (or supplementing or
qualifying any such actions);
(i) may consult with counsel satisfactory to Continental,
including internal counsel, and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered,
or omitted by Continental hereunder in good faith and in reliance upon the
advice of such counsel; and
(j) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person.
13. Indemnification. The Company agrees to indemnify Continental for,
and hold it harmless from and against, any loss, liability, claim or expense
(“Loss”) arising out of or in connection with Continental’s performance of its
duties under this Agreement or this appointment, including the costs and
expenses of defending itself against any Loss or enforcing this Agreement,
except to the extent that such Loss shall have been determined by a court of
competent jurisdiction to be a result of Continental’s gross negligence or
intentional misconduct.
14. Limitation of Liability.
(a) In the absence of gross negligence or intentional misconduct
on its part, Continental shall not be liable for any action taken, suffered, or
{N0110978 } 10
omitted by it or for any error of judgment made by it in the performance of its
duties under this Agreement. Anything in this agreement to the contrary
notwithstanding, in no event shall Continental be liable for special, indirect,
incidental or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if Continental has been advised of the
likelihood of such damages and regardless of the form of action. Any liability of
Continental will be limited to the amount of fees paid by the Company
hereunder.
(b) In the event any question or dispute arises with respect to
the proper interpretation of this Agreement or Continental’s duties hereunder
or the rights of the Company or of any holders surrendering certificates for
Shares pursuant to the Subscription Offer, Continental shall not be required to
act and shall not be held liable or responsible for refusing to act until the
question or dispute has been judicially settled (and Continental may, if it
deems it advisable, but shall not be obligated to, file a suit in interpleader or
for a declaratory judgment for such purpose) by final judgment rendered by a
court of competent jurisdiction, binding on all stockholders and parties
interested in the matter which is no longer subject to review or appeal, or
settled by a written document in form and substance satisfactory to
Continental and executed by the Company and each such stockholder and
party. In addition, Continental may require for such purpose, but shall not be
obligated to require, the execution of such written settlement by all the
stockholders and all other parties that may have an interest in the settlement.
15. Representations, Warranties and Covenants. The Company
represents, warrants and covenants that (a) it is duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, (b) the making and consummation of the Subscription Offer and
the execution, delivery and performance of all transactions contemplated
thereby (including without limitation this Agreement) have been duly
authorized by all necessary corporate action and will not result in a breach of
or constitute a default under the certificate of incorporation or bylaws of the
Company or any indenture, agreement or instrument to which either is a party
or is bound, (c) this Agreement has been duly executed and delivered by the
Company and constitutes a legal, valid, binding obligation of the Company,
enforceable against the Company in accordance with its terms, (d) the
Subscription Offer will comply in all material respects with all applicable
requirements of law, and (e) to the best of their knowledge, there is no litigation
pending or threatened as of the date hereof in connection with the Subscription
Offer.
16. Notices. All notices, demands and other communications given
pursuant to the terms and provisions hereof shall be in writing, shall be
{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.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(678) 935-1520
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
with a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(212) 599-3322
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
If to Continental:
Continental Stock Transfer & Trust Company
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ (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
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
/s/
/s/