Assigned Interest definition

Assigned Interest means all of Assignor's (in its capacity as a "Lender") rights and obligations under the Credit Agreement in respect of the Commitment of the Assignor in the principal amount equal to $____________, and to make Loans under the Commitment and any right to receive payments for the Loans outstanding under the Commitment assigned hereby of $____________ (the "Loan Balance"), plus the interest and fees which will accrue from and after the Assignment Date.

Assigned Interest means (i) all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the Revolving Loan Commitments of the respective Assignors to the extent being assigned under this Agreement and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above.

Assigned Interest. Amount of Amount of Amount of Amount of Amount of Commitment/ Commitment/ Commitment/ Commitment/ Commitment/ Loans Loans Loans Loans Loans of Assignor of Assignee Assigned of Assignor of Assignee prior to prior to after after [Effective] [Effective] [Effective] [Effective] [Trade] Date [Trade] Date [Trade] Date [Trade] Date _______________________________________________________________________________ $ $ $ $ $ _______________________________________________________________________________ [7. Trade Date: ______________]2 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ---------------------------- Title: ASSIGNEE [NAME OF ASSIGNEE] By: ---------------------------- Title: [Consented to and]3 Accepted: ABN AMRO BANK N.V., as Administrative Agent By: -------------------------- Title: _____________________ 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Assigned Interest shall have the meaning assigned to such term in Section 4(iii).

Assigned Interest means all of Assignor’s (in its capacity as a “Lender”) rights and obligations (i) under the Credit Agreement and the other Loan Documents in respect of [all of] [the portion of the] Facility Amount of the Assignor in the principal amount equal to $ and (ii) to make Loans under its Commitment up to such amount referenced above and any right to receive payments for the Loans currently outstanding under its Commitment in the principal amount of $ (the “Loan Balance”), plus the interest and fees which will accrue with respect thereto from and after the Assignment Date.

Assigned Interest means (i) all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the Loans of the respective Assignors to the extent being assigned under this Agreement and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above.

Assigned Interest. The Assignee, upon the execution of this Assignment of Membership Interest, hereby accepts from the Assignor the Assigned Interest and agrees to become a successor [Exhibit B3] member of Pledged Entity in the place and stead of the Assignor to the extent of the Assigned Interest and to be bound by the terms and provisions of the Operating Agreement.

Assigned Interest. Aggregate Amount of Percentage CUSIP Amount of Commitment/ Assigned of Number Commitment/ Loans Commitment/ 2 Loans for all Assigned Loans Facility Assigned Lenders Revolving Credit $ $ % Commitment Term Loan $ $ % Commitment 7. [Trade Date: ______________]3 8. Effective Date: ________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]4 [SIGNATURE PAGES FOLLOW] 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 4 Assignor shall pay a fee of $3,500 to the Administrative Agent in connection with the Assignment and Assumption. {N0289348 2 } The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: FIRST NATIONAL BANK OF PENNSYLVANIA, as Administrative Agent By: Name: Title: {N0289348 2 } [Consented to:]5 BORROWERS DLH HOLDINGS CORP. By: Name: Title: DLH SOLUTIONS, INC. By: Name: Title: XXXXX INTERNATIONAL, LLC By: Name: Title: SOCIAL & SCIENTIFIC SYSTEMS, INC. By: Name: Title: XXXXXX XXXXXX ASSOCIATES, LLC By: Name: Title: 5 To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement. {N0289348 2 }

Assigned Interest. Aggregate Amount of Commitment / Loans for all Lenders Amount of Commitment / Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or its respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:__________________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:__________________________________________ Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders.

Assigned Interest means the interest in the Agreement which is the subject of an assignment and which is specified in a Notice of Assignment, but shall not include rights of the Assignor as operator.