Common use of Conditions to Obligations of Each Party Clause in Contracts

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the Transactions is subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Law, and no injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent the consummation of the Transactions. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the Company, Parent and Merger Subsidiary to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and no injunction the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or other any statute, rule, regulation, judgment, injunction, order issued or decree proposed, enacted, enforced, promulgated or issued, by any court court, government or governmental authority or agency, domestic, foreign or supranational, other Governmental Authority than the application of competent jurisdiction or the waiting period provisions of the HSR Act to the Merger and other legal or regulatory prohibition will be in effectnon-U.S. antitrust waiting periods, in each case that which would (i) prevent the consummation of the Transactions.Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (bc) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of any waiting periods period under the HSR Act or under material non-U.S. antitrust waiting periods relating to the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will Merger shall have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained.terminated; (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has shall have been declared effective and will be effective under by the Securities Act at the Unconditional Time, SEC and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.; (fe) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Parent Stock to be issued pursuant to in the Merger shall have been approved for listing on the Nasdaq Global Select National Market, subject to official notice of issuance.; (hf) The registration statement on Form 10 all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as amended or supplementeda reorganization qualifying under the provision of Section 368(a) of the Spin-Off Code and that each of Parent, Merger Subsidiary and the Company has been declared effective and will be effective a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the Exchange Act at provisions of Section 351 of the Unconditional TimeCode. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and no stop order suspending effectiveness has been issuedthe Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and no actionthe Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, suitif counsel to either party does not render such opinion, proceeding or, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the knowledge of DHC, investigation seeking a stop order or other party renders such opinion to suspend the effectiveness of such registration statement will be pending before or threatened by the SECparty. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the Company, Parent and Merger Subsidiary to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Law, the Company Stockholder Approval shall have been obtained; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no injunction judgment, injunction, order or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent decree shall prohibit the consummation of the Transactions. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained.Merger; (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has shall have been declared effective and will be effective under the Securities Act at the Unconditional Timeeffective, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.; (fe) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Tyco Common Stock Shares to be issued pursuant to in the Merger shall have been approved for listing on the Nasdaq Global Select MarketNew York Stock Exchange, subject to official notice of issuance.; and (hf) The registration statement on Form 10 Company shall have received an opinion, dated the Closing Date, of Ropes & Xxxx in form and substance reasonably satisfactory to the Company, and Parent shall have received an opinion, dated the Closing Date, of PricewaterhouseCoopers LLP in form and substance reasonably satisfactory to Parent, to the effect that (i) the Merger will be treated for federal income tax purposes as amended or supplementeda reorganization qualifying under the provisions of Section 368(a) of the Spin-Off Code, and (ii) the transfer of Company has been declared effective and Common Stock by Company stockholders pursuant to the Merger, other than by Company stockholders who are or will be effective under "5% transferee shareholders" within the Exchange Act at the Unconditional Timemeaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii), and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, will not be treated as a transfer to the knowledge of DHC, investigation seeking an entity that is not considered to be a stop order or corporation pursuant to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (iSection 367(a)(1) The shares of Series A common stock of the Spin-Off Code and the Treasury Regulations thereunder. In rendering such opinion, Ropes & Xxxx and PricewaterhouseCoopers LLP shall be entitled to rely on customary representations and covenants of officers of Tyco, Parent and the Company in form and substance reasonably satisfactory to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuancethem and other reasonable assumptions set forth therein. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of each party to this Agreement to consummate the Transactions is Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Unconditional Effective Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Law, and no injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent the consummation of the TransactionsThe Company Shareholder Approval shall have been obtained. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Parent Common Stock to be issued pursuant to in the Merger shall have been approved for listing on the Nasdaq Global Select MarketNasdaq, subject to official notice of issuance. (h) . The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has S-4 shall have been declared effective and will be effective by the SEC under the Exchange Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC. (ic) The shares of Series A common stock consummation of the Spin-Off Company Merger shall not be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity that is continuing and remains in effect (other than any such Order issued pursuant to or to enforce a Regulatory Law, which Order is not material to Parent and its Subsidiaries (assuming consummation of the Transactions), taken as a whole) and no applicable Law shall be issued in effective that prohibits the AMG Spin-Off consummation of the Merger (other than any Regulatory Law that is not material to holders Parent and its Subsidiaries (assuming consummation of DHC Common Stock have been approved for listing on the Nasdaq Stock MarketTransactions), subject to official notice of issuancetaken as a whole). (jd) Any applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated. All other conditions waivers, consents, clearances, approvals and steps authorizations under the Regulatory Laws set forth on ‎Section 6.1(d) of the Company Disclosure Schedule with respect to completing the AMG Spin-Off Transactions shall have been satisfied, completed or waived, as applicable, except those documents obtained and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Timeshall remain in full force and effect.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the parties to consummate the Transactions is subject to transactions contemplated hereby are conditioned upon the satisfaction satisfaction, at or prior to the Unconditional Time of each Closing, of the following conditionsconditions provided, however, that one party may not rely on the failure of any of which may the following conditions in this Section 8.1 to be waived (satisfied if such failure was caused by that party’s failure to act in good faith or to use reasonable best efforts to cause the extent such condition may be waived Closing to occur, as required by such party) in writingSection 6.4: (a) No Lawstatute, and no rule, regulation or executive order or judgment, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any court or other Governmental Authority of competent jurisdiction Authority, or other legal restraint or regulatory prohibition will preventing the purchase and sale of the Transferred Stock and the Transferred Assets and the assumption of the Assumed Liabilities shall be in effect, in each case that would prevent the consummation of the Transactions. (b) All authorizationsThe waiting period under any applicable law, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under if applicable to the HSR Act or under the laws of any purchase and sale of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for Transferred Stock and the consummation Transferred Assets and the assumption of the Transactions will Assumed Liabilities, shall have been filed, expired terminated or been obtainedexpired. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the Secretary of State proposed sale of the State Transferred Stock and the Transferred Assets and the assumption of Delaware, and has become effective, in accordance with the DGCL. Assumed Liabilities as a going concern (eincluding liabilities relating to the Business Transferred Employees) The Registration Statement (as amended shall have been notified to the appropriate workers’ councils or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding orsimilar employees’ representatives, to the knowledge extent and in the manner required under applicable laws, all information and consultation processes with such councils or employees’ representatives shall have been duly completed and all necessary opinions of DHCsuch councils or representatives shall have been received by the Transferred Subsidiaries, investigation seeking a stop order or Business Sellers and Stock Sellers concerned, and each such Transferred Subsidiary, Business Seller and Stock Seller shall have given due consideration to suspend such opinions in the effectiveness context of the Registration Statement will be pending before or threatened by the SEC. (f) Each proposed sale of the Transaction Documents has been executed Transferred Stock and delivered and is in full force and effectthe Transferred Assets. (g) The shares of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective ----------------------------------------------------- obligations of each party to this Agreement Party to consummate the Transactions is Transactions, on each Closing Date, shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Unconditional Time of each Closing Date of the following conditions, any or all of which may be waived (waived, in whole or in part, to the extent such condition may be waived permitted by such party) in writingapplicable Law: (a) No LawAs of the Closing Date, and no injunction or other order issued by Action shall be pending before any court or other Governmental Authority of competent jurisdiction that has resulted or other legal is reasonably likely to result in any judgement, order or regulatory prohibition will be in effectdecree enjoining, in each case that would prevent the consummation of the Transactions. (b) All authorizationsrestraining, consents, orders prohibiting or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for making illegal the consummation of the Transactions will contemplated at that Closing, taken as a whole, it being understood and agreed that a written request by any Governmental Authority for information with respect to the Transactions, which information could be used in connection with such Action, shall not in itself be deemed to be a Action pending before any such Governmental Authority; (b) The waiting period (and any extension thereof), if any, applicable to the consummation of the Transactions under the Xxxx-Xxxxx-Xxxxxx Act shall have been filed, expired or been obtained.terminated; and (c) The DHC Stockholder Approval has Except with respect to the Xxxx-Xxxxx-Xxxxxx Act, all authorizations, consents, waivers, orders or approvals required to be obtained from all Governmental Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Governmental Authority, prior to the consummation of the Transactions contemplated at that Closing, shall have been obtainedobtained from, and made with, all such Governmental Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have an ALLTEL Material Adverse Effect or an ATC Material Adverse Effect, as the case may be. (d) The New DHC Charter has All Required Consents and all Private Authorizations required pursuant to Section 6.4 shall have been filed with obtained from all Persons (other than Governmental Authorities) prior to the Secretary applicable Closing (including without limitation, at the cost and expense of State ALLTEL, all modifications, if any, of the State of DelawareGround Leases, Existing Tenant Leases, Site Maintenance Agreements, and Material Agreements) and shall have been obtained, without the imposition, individually or in the aggregate, of any condition or requirement that has become effectivehad or would be reasonably likely to have an ALLTEL Material Adverse Effect or an ATC Material Adverse Effect, as the case may be, and in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective provisions of Sections 3.3 and will be effective under the Securities Act at the Unconditional Time4.6; provided, and no stop order suspending effectiveness has been issuedhowever, and no action, suit, proceeding or, that to the knowledge of DHCextent any such Required Consents or Private Authorizations have not been obtained with respect to a Site, investigation seeking the Closing for such Site shall be postponed until a stop order or to suspend subsequent Closing unless such Closing is the effectiveness of the Registration Statement will be pending before or threatened by the SECFinal Closing in accordance with Section 4.6. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of each party to this Agreement to consummate effect the Transactions is Mergers and the other transactions contemplated hereby shall be subject to the satisfaction fulfillment at or prior to the Unconditional Time of each Closing Date of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Laworder shall have been entered and remain in effect in any action or proceeding before any federal, and no injunction foreign, state or provincial court or governmental agency or other order issued by any court federal, foreign, state or other Governmental Authority of competent jurisdiction provincial regulatory or other legal administrative agency or regulatory prohibition will be in effect, in each case commission that would prevent restrains or prevents or makes illegal the consummation of the Transactions.Mergers; (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, Governmental Authorities necessary for the consummation of the Transactions will Mergers or the transactions contemplated in connection therewith shall have been filedobtained, expired or been obtained.including approvals and filings required under applicable securities laws; (c) The DHC Stockholder Approval has been obtained.SCF and the stockholders of Complete owning a majority of Complete Common Stock (other than the Complete Common Stock owned by SCF) shall have executed the consent substantially in the form attached as Exhibit C hereto; (d) The New DHC Charter has been filed with SCF and the Secretary stockholders of State I.E. Mxxxxx owning a majority of I.E. Mxxxxx Common Stock (other than the State of Delaware, and has become effective, I.E. Mxxxxx Common Stock owned by SCF) shall have executed the consent substantially in accordance with the DGCL.form attached as Exhibit D hereto; (e) The Registration Statement SCF and the stockholders of IPS owning a majority of IPS Common Stock (other than the IPS Common Stock owned by SCF) shall have executed the consent substantially in the form attached as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC.Exhibit E hereto; (f) Each Other than with respect to filing certificates of merger to effect the Mergers, all conditions precedent to the closing of the Transaction Documents has Financing shall have been executed and delivered and is in full force and effect.satisfied; (g) The shares of New DHC Common Stock to be issued pursuant to the Merger All actions shall have been approved for listing on taken and all conditions necessary to effect each of the Nasdaq Global Select Market, subject Mergers shall have been satisfied other than the filings with Governmental Authorities required to official notice of issuance.effect the Mergers; (h) The registration statement on Form 10 Each of IPS, Complete and I.E. Mxxxxx shall have received an opinion of Vxxxxx & Exxxxx L.L.P. to the effect that for United States federal income tax purposes (i) each of the Mergers will be treated as amended or supplementeda reorganization within the meaning of section 368(a) of the Spin-Off Company has been declared effective and Code, (ii) no gain or loss will be effective under recognized to IPS, Complete or I.E. Mxxxxx by reason of the Exchange Act at the Unconditional TimeMergers, and (iii) no stop order suspending effectiveness has been issuedgain or loss will be recognized to any stockholder of Complete or I.E. Mxxxxx upon the exchange of shares of Complete Common Stock or I.E. Mxxxxx Common Stock, and no actionrespectively, suit, proceeding or, for IPS Common Stock pursuant to the knowledge Mergers, except with respect to any cash received in lieu of DHC, investigation seeking a stop order fractional share interest in IPS Common Stock or to suspend received as part of the effectiveness of such registration statement Dividend. Such opinion will be pending before or threatened by conditioned upon the SEC. (i) The shares receipt and accuracy of Series A common stock certain representations of the Spin-Off Company to be issued IPS, Complete and I.E. Mxxxxx contained in the AMG Spin-Off to holders certificates of DHC Common Stock have been approved for listing on the Nasdaq Stock Marketofficers of IPS, subject to official notice of issuance. (j) All other conditions Complete and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.I.E.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement Sellers and Buyers to consummate the Transactions is Closing are subject to the satisfaction at (or prior to waiver by each of the Unconditional Time of each Parties) of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Lawany applicable waiting period (and any extension thereof) under any Antitrust Law (including the HSR Act) relating to the Contemplated Transactions shall have expired or been terminated, and there shall not be (i) any pending action or proceeding pending in which a Governmental Authority is seeking to enjoin the Contemplated Transactions, or (ii) a final, nonappealable order entered by a Governmental Authority that enjoins or otherwise prohibits the Contemplated Transactions; (b) no injunction provision of any Applicable Law and no judgment, injunction, order or other order issued by decree shall prohibit the Closing; (c) no action or Proceeding shall be pending before any court or other Governmental Authority that seeks to prohibit the Closing, or impose damages or obtain other relief in connection with the Contemplated Transactions that (i) is brought by any Governmental Authority having jurisdiction in respect thereof or (ii) is brought by any Person (other than a Governmental Authority) if in the case of competent jurisdiction this clause (ii) such action or proceeding reasonably would be expected to prohibit the Closing or result in a Material Adverse Effect on the Business; (d) all actions by or in respect of, or filings with, any Governmental Authority (other legal than actions or regulatory prohibition will be filings in effectconnection with the Novation Agreement) required to permit the consummation of the Closing shall have been taken or made; (e) the period of time for any applicable review process by CFIUS relating to the determination of any threat to national security in respect of the Contemplated Transactions under Section 721 of the United States Defense Production Act of 1950 (the “Exon-Fxxxxx Amendment”) shall have expired, in each case that would and the President of the United States shall not have taken action to block or prevent the consummation of the Transactions. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under Contemplated Transactions on the HSR Act or under basis that the laws of any Contemplated Transactions threaten to impair the national security of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC.United States; (f) Each clearance under the federal rules and regulations relating to the National Industrial Security Program, and in the form of approvals and agreement prescribed by the United States Department of Defense (“DOD”), shall have been obtained from the DOD for the Proxy Company (or Buyers) to own and operate those portions of the Transaction Documents has been executed and delivered and is in full force and effect.Business that are governed by such program; (g) The shares Sellers or the applicable Affiliated Transferors, as the case may be, shall have obtained the consents, approvals or permits of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance.Governmental Authorities and other third parties contemplated by Attachment III; and (h) The registration statement on Form 10 (as amended or supplemented) the FCC’s consent to the Transfer Applications or, if necessary, new STAs in lieu of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock FCC Authorizations shall have been approved for listing obtained, without any condition that reasonably would be expected to have a Material Adverse Effect on the Nasdaq Stock Market, subject to official notice of issuanceBusiness. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations --------------------------------------- of each party to this Agreement to consummate the Transactions is Merger shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Unconditional Time of each Closing Date of the following conditions, any or all of which may be waived (waived, in whole or in part, to the extent such condition may be waived permitted by such party) in writingApplicable Law: (a) No Lawtemporary restraining order, and no preliminary or permanent injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal restraint or regulatory prohibition will preventing the consummation of the Merger shall be in effect; provided, however, that the party invoking this condition shall use its reasonable business efforts to have such order, injunction, restraint or prohibition vacated or lifted. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or been terminated; (c) Except with respect to the Xxxx-Xxxxx-Xxxxxx Act (which is addressed in each case that Section 7.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority which would prevent the consummation of the Transactions. (b) All authorizationsMerger or result in a Material Adverse Effect on Target if not obtained or made shall have been obtained from, consents, orders or approvals of, or declarations or filings and made with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained.all such Authorities; (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC ATC Common Stock to be issued pursuant to as part of the Merger Consideration shall have been approved listed for listing trading on the Nasdaq Global Select MarketThe New York Stock Exchange, subject to official notice of issuance.; (he) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be ATC Registration Statement shall have become effective under the Exchange Securities Act at and shall not be the Unconditional Time, and no subject of any stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation or proceedings seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC.order; and (if) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock Target Stockholder Approval shall have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuanceobtained. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement Party to consummate the Transactions transactions to be performed by it in connection with the Closing is subject to the satisfaction at satisfaction, or prior to the Unconditional Time of each waiver by that Party, of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a1) No Lawno statute, and no injunction rule, order, decree or other order issued regulation shall have been enacted or promulgated by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case Entity that would prevent the consummation of the Transactions. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issuedprohibits, and no action, suit, suit or proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will shall be pending before or threatened by any Governmental Entity challenging, the SEC.consummation of any of the transactions contemplated hereby; (f2) Each all consents, orders and approvals from all Governmental Entities (including under applicable Environmental Laws) and other Persons or entities listed in Schedule 2.3 or Schedule 3.2 shall have been obtained and shall be in effect; and (3) the Confirmation Order, in a form reasonably satisfactory to each of the Transaction Documents Parties (and, except as otherwise mutually agreed by the Parties, the Reorganization Plan confirmed by the Bankruptcy Court shall not differ materially from the Reorganization Plan appearing as Exhibit C), shall have been entered by the Bankruptcy Court and shall have become a Final Order. For purposes of this Agreement, a "Final Order" shall mean an order of the Bankruptcy Court that has been executed and delivered and is in full force and effect. (g) The shares effect for 11 days without any stay or material modification or amendment thereof, and the time to appeal or petition for certiorari designated by statute or regulation shall have expired and no appeal or petition for certiorari shall be pending or, if an appeal or petition for certiorari has been timely filed or taken, the order or judgment of New DHC Common Stock to be issued pursuant to the Merger tribunal shall have been approved affirmed (or such appeal or petition shall have been dismissed as moot) by the highest court (or other tribunal having appellate jurisdiction over the order or judgment) to which the order was appealed, or the petition for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has certiorari shall have been declared effective and will be effective under the Exchange Act at the Unconditional Timedenied, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, the time to the knowledge of DHC, investigation seeking a stop order take any further appeal or to suspend the effectiveness of such registration statement will be pending before seek further certiorari designated by statute or threatened by the SECregulation shall have expired. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the Transactions is Merger shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Unconditional Time of each Closing Date of the following conditions, any or all of which may be waived (waived, in whole or in part, to the extent such condition may be waived permitted by such party) in writingApplicable Law: (a) No Lawtemporary restraining order, and no preliminary or permanent injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal restraint or regulatory prohibition will preventing the consummation of the Merger shall be in effect; provided, however, that the party invoking this condition shall use its reasonable business efforts to have such order, injunction, restraint or prohibition vacated or lifted. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or been terminated; (c) Except with respect to the Hart-Xxxxx-Xxxxxx Xxx (which is addressed in each case that Section 7.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority which would prevent the consummation of the Transactions. (b) All authorizationsMerger or result in a Material Adverse Effect on Target if not obtained or made shall have been obtained from, consents, orders or approvals of, or declarations or filings and made with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained.all such Authorities; (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC ATC Common Stock to be issued pursuant to as part of the Merger Consideration shall have been approved listed for listing trading on the Nasdaq Global Select MarketThe New York Stock Exchange, subject to official notice of issuance.; (he) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be ATC Registration Statement shall have become effective under the Exchange Securities Act at and shall not be the Unconditional Time, and no subject of any stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation or proceedings seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC.order; and (if) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock Target Stockholder Approval shall have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuanceobtained. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of each party to effect the transactions contemplated by this Contribution Agreement to consummate the Transactions is shall be subject to the satisfaction fulfillment at or prior to the Unconditional Time of each Closing Date of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Law, the waiting period (and no injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent extension thereof) applicable to the consummation of the Transactions.transactions contemplated herein under the HSR Act shall have expired or been terminated; (b) All authorizationsno order shall have been entered and remained in effect in any action or proceeding before any federal, consentsforeign, orders state or approvals ofprovincial court or governmental agency or other federal, foreign, state or declarations provincial regulatory or filings with, administrative agency or expiration of waiting periods under commission that would prevent or make illegal the HSR Act or under the laws of any consummation of the jurisdictions listed transactions contemplated herein; (c) the SWSI Registration Statement shall be effective on Schedule 7.01(bthe Closing Date and all post-effective amendments filed shall have been declared effective or shall have been withdrawn, and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission; (d) hereto, SWSI and the underwriters named in the SWSI Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the SWSI Registration Statement (the "Underwriting Agreement"); (e) all other approvals of Governmental Authorities and of non-governmental persons or entities shall have been obtained (i) the granting of which is necessary for the consummation of the Transactions transactions contemplated herein and (ii) the non-receipt of which will have been filed, expired or been obtained.an SWSI Material Adverse Effect; (cf) The DHC Stockholder Approval has the representations and warranties of the parties hereto contained in this Contribution Agreement shall have been obtained.true and correct as of the date of execution of this Contribution Agreement, except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in the aggregate, constitute an SWSI Material Adverse Effect; (dg) The New DHC Charter has been filed with the Secretary of State agreements and covenants of the State parties hereto to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed, except for such failures to comply or perform which do not, in the aggregate, constitute an SWSI Material Adverse Effect; (h) no SWSI Material Adverse Effect shall have occurred since the date of Delawarethis Agreement; (i) assignment agreements in form and substance reasonably acceptable to the parties hereto evidencing the transfers of partnership interests and limited liability company interests contemplated by Article II shall have been executed by the parties thereto; (j) each of the Superior Partners shall have waived all applicable restrictions and purchase options with respect to the transfer of their respective partnership interests in Superior Ltd. contained in the Superior Partnership Agreement, including Exhibit A and has become effectiveExhibit B thereto; (k) each of the Bradford Partners shall have waived all applicable restrictions and purchase options with respect to the transfer of their respective partnership interests in Bradford Ltd. contained in the Bradford Partnership Agreement, including Exhibit A thereto; (l) each of the Superior Partners and the Bradford Partners shall have withdrawn as partners from Superior Ltd. and Bradford Ltd., respectively, in accordance with the DGCL.Superior Partnership Agreement and the Bradford Partnership Agreement, respectively, and the Pennsylvania LP Act; (em) The Registration Statement each of Superior GP and Bradford GP shall have withdrawn as members of New GP in accordaxxx xxxx xxe New GP LLC Agreement and the Delaware LLC Act; and (as amended or supplementedn) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness each of the Registration Statement will be pending before or threatened by Superior Partners and the SEC. (f) Each of the Transaction Documents has been Bradford Partners shall have executed and delivered and is in full force and effectthe Registration Rights Agreement. (g) The shares of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the Company, Parent and MergerSub to consummate the Transactions is Merger are subject to the satisfaction at or prior to waiver by Parent and the Unconditional Time of each Company of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Law(i) The Company Stockholder Approval shall have been obtained, and no injunction or (ii) the Parent Shareholder Approval (other order issued by than with respect to the Articles Amendment Proposal, the approval of which shall not in any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will event be in effect, in each case that would prevent a condition to any party’s obligation to consummate the consummation of the TransactionsClosing) shall have been obtained. (b) All authorizationsThe UKLA shall have agreed to admit to the Official List (subject to allotment) the Parent Ordinary Shares to be issued in connection with the Merger, consentsthe LSE shall have admitted the Parent Ordinary Shares to be issued in connection with the Merger to trading on its main market for listed securities, orders or approvals of, or declarations or filings with, or expiration of waiting periods under and the HSR Act or under the laws of any of the jurisdictions Parent Ordinary Shares and Parent ADSs shall continue to be listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtainedNASDAQ. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with Registration Statement and the Secretary of State of the State of Delaware, and has Form F-6 shall have become effective, effective in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under provisions of the Securities Act at the Unconditional Time1933 Act, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened the Form F-6 shall have been issued by the SECSEC and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn. (fd) Each (i) Any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated, (ii) all approvals, consents, actions, notices and filings that are required to have been obtained, taken or made under Foreign Antitrust Laws set forth on Section 9.01(d) of the Transaction Documents has Company Disclosure Schedule shall have been executed obtained, taken or made, and delivered (iii) the consent (or confirmation that such consent is not required) of H.M. Treasury with respect to the application to H.M. Treasury for Treasury Consent pursuant to Section 765 of the Income and is in full force and effectCorporation Taxes Act of 1988 shall have been received. (ge) The shares No provision of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended any applicable law or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Timeregulation, and no stop order suspending effectiveness has been issuedjudgment, and no actioninjunction, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend decree of a Governmental Entity of any competent jurisdiction, shall prohibit or render illegal the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock consummation of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuanceMerger. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the Transactions is Purchase shall be subject to the satisfaction of the following conditions at or prior to the Unconditional Time of each of the following conditionsapplicable Closing Date, any of which may be waived (waived, in whole or in part, to the extent such condition may be waived permitted by such party) in writingApplicable Law: (a) No Lawa. no order, and no injunction injunction, statute, rule, regulation or other order issued decree shall have been issued, enacted, entered, promulgated or enforced by any court an Authority that prohibits or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent makes illegal the consummation of the Transactionstransactions contemplated hereby. (b) All authorizationsb. With respect to the Initial Closing, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws of any all of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed conditions with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, respect to the knowledge purchase and sale of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. not less than thirty-four (f34) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off Sites shall have been satisfied, completed or waivedincluding without limitation, that at least thirty-four (34) Sites do not contain a Defect. c. With respect to Sites 5, 7, 11, 16, and 24 only, SureWest Telephone and PCS Towers shall have entered into an easement and/or other agreements, in form and substance reasonably satisfactory to Purchaser and Seller, addressing access and shared facilities at the Sites owned by SureWest Telephone, which are Sites 5, 7, 11, 16, and 24. For the avoidance of doubt, failure to meet this condition shall only entitle the parties to remove Sites 5, 7, 11, 16, and 24 from the applicable Closing and shall not be a condition to Closing with respect to any other Sites for which all other conditions to Closing have been met. d. With respect to Site 176 only, the Purchaser, Seller, PCS Towers and SureWest Broadband shall have entered into a mutually agreeable agreement addressing the assignment and bifurcation of the license rights under the Telecommunications Facility License Agreement between the Regents of the University of California (“UC Regents”) and SureWest Broadband, dated April 13, 2003 (Site 176). Such agreement shall provide that, subject to the UC Regents cooperation and agreement, (i) SureWest Broadband will retain its license to construct, install and operate a controlled environmental facility on the UC Regents’ south Dxxxx campus to house fiber optic related equipment and (ii) PCS Towers will be assigned the license rights to the Tower on Site 176. For the avoidance of doubt, failure to meet this condition shall only entitle the parties to remove Site 176 from the applicable Closing and shall not be a condition to Closing with respect to any other Sites for which all other conditions to Closing have been met. e. With respect to the Sites set forth on Section 7.1(e) of the Disclosure Schedule only (the “Leaseback Sites”), the parties shall have entered into tenant lease agreements, on substantially the form attached hereto as Exhibit C, providing the for the lease of Towers on the leaseback Sites by PCS Structures to Seller and its Affiliates, as applicable, except those documents for certain equipment that will remain on such Towers following the applicable Closing Date. For the avoidance of doubt, failure to meet this condition shall only entitle the parties to remove the Leaseback Sites from the applicable Closing and instruments shall not be a condition to Closing with respect to any other Sites for which all other conditions to Closing have been met. f. SureWest Telephone shall have made all necessary to complete filings and received all necessary approvals from the AMG Spin-Off that can only be delivered at or immediately prior California Public Utilities Commission with respect to the Spin-Off Effective TimeContribution by SureWest Telephone of the Telephone Tower Assets to PCS Towers (the “CPUC Condition”).

Conditions to Obligations of Each Party. The respective obligations of each party Parent, Merger Sub and the Company to this Agreement to effect the Merger and otherwise consummate the Contemplated Transactions is are subject to the satisfaction (or waiver by written agreement of Parent and the Company), at or prior to the Unconditional Time Closing of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No LawThe Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain in effect and no injunction proceedings for that purpose shall have been initiated or other order issued be threatened in writing by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case the SEC with respect to the Form S-4 Registration Statement that would prevent the consummation of the Transactionshave not been withdrawn. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration The shares of waiting periods under Parent Common Stock to be issued in the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will Merger shall have been filed, expired or been obtainedapproved for listing (subject to official notice of issuance) on the Parent Stock Exchange. (c) The DHC This Agreement shall have been duly adopted at the Company Stockholders’ Meeting by the Required Company Stockholder Approval has been obtainedVote. (d) The New DHC Charter has been filed with waiting period (and any extension thereof) applicable to the Secretary of State consummation of the State of DelawareMerger under the HSR Act shall have expired or otherwise been terminated, and has become effective, any period of time (and any extension thereof) agreed to with a Governmental Body in accordance with the DGCLUnited States not to consummate the Merger shall have expired or been terminated. (e) The Registration Statement Any waiting period (as amended and any extension thereof) applicable to the consummation of the Merger under any applicable foreign antitrust law or supplementedregulation in each jurisdiction identified in Part 5.7(a) has of the Parent Disclosure Schedule shall have expired or otherwise been declared effective and will be effective under the Securities Act at the Unconditional Timeterminated, and no stop order suspending effectiveness has been issued, any period of time (and no action, suit, proceeding or, any extension thereof) agreed to the knowledge of DHC, investigation seeking with a stop order or to suspend the effectiveness Governmental Body in any jurisdiction identified in Part 5.7(a) of the Registration Statement will be pending before Parent Disclosure Schedule not to consummate the Merger shall have expired or threatened by the SECbeen terminated. (f) Each Any Governmental Authorization or other Consent required under any applicable foreign antitrust law or regulation or Foreign Investment Law in connection with the Merger in each jurisdiction identified on Part 5.7(a) of the Transaction Documents has Parent Disclosure Schedule shall have been executed obtained and delivered and is shall be in full force and effect. (g) The shares No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of New DHC Common Stock to the Merger shall have been issued by any Governmental Body in any jurisdiction identified in Part 5.7(a) of the Parent Disclosure Schedule and remain in effect, and there shall not be issued pursuant any Legal Requirement enacted or deemed applicable to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplementedby any Governmental Body in any jurisdiction identified in Part 5.7(a) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock Parent Disclosure Schedule that makes consummation of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuanceMerger illegal. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement Company, Parent and Merger Subsidiary to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No this Agreement shall have been approved and adopted by the shareholders of Company in accordance with Oregon Law and the issuance of Parent Common Stock in connection with the Merger shall have been approved by the stockholders of Parent in accordance with Delaware Law, ; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no injunction judgment, injunction, order or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent decree shall prohibit the consummation of the Transactions.Merger; (bd) All authorizationsthere shall not have been instituted or pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any government or governmental authority or agency, consentsdomestic, orders foreign or approvals ofsupranational, before any court or declarations governmental authority or filings withagency, domestic, foreign or expiration of waiting periods under the HSR Act supranational, (i) challenging or under the laws of any of the jurisdictions listed on Schedule 7.01(b) heretoseeking to make illegal, necessary for to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Transactions will have been filedMerger, expired seeking to obtain material damages or been obtained. otherwise directly or indirectly relating to the transactions contemplated by the Merger or (cii) The DHC Stockholder Approval has been obtained. seeking to restrain or prohibit Parent's ownership or operation (dor that of its respective Subsidiaries or Affiliates) The New DHC Charter has been filed with the Secretary of State all or any material portion of the State business or assets of DelawareCompany and Company Subsidiaries, taken as a whole, or of Parent and has become effectiveits Subsidiaries, in accordance with taken as a whole, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the DGCL.business or assets of Company Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole; (e) The the Registration Statement (as amended or supplemented) has shall have been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.; (f) Each Parent and Company shall have each received written opinions of their respective counsel, Davix Xxxx & Xardxxxx xxx Perkxxx Xxxe LLP in form and substance reasonably satisfactory to each of them, that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Transaction Documents has been executed Code and delivered that each of Parent, Merger Subsidiary and is Company will be a party to the reorganization within the meaning of Section 368(a) of the Code. The Company, Parent and Merger Subsidiary shall execute and deliver to Davix Xxxx & Xardxxxx xxx Perkxxx Xxxe LLP certificates substantially in full force the form attached hereto as Exhibits C-1 and effect.C-2, respectively, at such time or times as reasonably requested by them in connection with the delivery of their opinions provided herein; and (g) The shares all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of New DHC Common Stock to be issued pursuant to the Merger shall have been approved for listing on the Nasdaq Global Select Markettaken, subject to official notice of issuancemade or obtained. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party Party to this Agreement to consummate effect the Transactions is Mergers and the other Transactions, shall be subject to the satisfaction at or prior to the Unconditional Time of each Closing of the following conditions, any one or more of which may be waived (to in writing by the extent such condition may be waived by such party) in writingparty or parties whose obligations are conditioned thereupon: (a) No Law, The SPAC Shareholders’ Approval and no injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be the Company Shareholders’ Approval shall have been obtained and shall remain in full force and effect, in each case that would prevent the consummation of the Transactions.; (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods The Proxy/Registration Statement shall have become effective under the HSR Securities Act or under and no stop order suspending the laws of any effectiveness of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will Proxy/Registration Statement shall have been filed, expired issued and no proceedings for that purpose shall have been initiated or been obtainedthreatened by the SEC and not withdrawn. (c) The DHC Stockholder Approval has been obtained. (di) The New DHC Charter has been filed the Company’s initial listing application with the Secretary of State Stock Exchange in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of the State Stock Exchange and the Company shall not have received any notice of Delawarenon-compliance therewith, and has become effective, in accordance with (ii) the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under Company ADSs representing the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Stock ADS Merger Consideration to be issued pursuant to in connection with the Merger Mergers shall have been conditionally approved for listing on the Nasdaq Global Select MarketStock Exchange, subject to official notice of issuance; (d) After deducting the SPAC Shareholder Redemption Amount, SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Closing illegal or which otherwise prohibits consummation of the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial. (hf) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock Capital Restructuring shall have been approved for listing on completed in accordance with the Nasdaq Stock Market, subject to official notice of issuanceterms hereof and the Company’s Organizational Documents. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the Agreement and the Transactions is shall be subject to the satisfaction at or prior to the Unconditional Time of each fulfillment of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Laworder shall have been entered and remain in effect in any action or proceeding before any foreign, and no injunction federal or state court or governmental agency or other order issued by any court foreign, federal or other Governmental Authority of competent jurisdiction state regulatory or other legal administrative agency or regulatory prohibition will be in effect, in each case commission that would prevent or make illegal the consummation of the Transactions.; (b) All authorizationsThere shall have been obtained any and all material permits, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws and consents of any of governmental body, commission or agency that reasonably may be deemed necessary so that the jurisdictions listed on Schedule 7.01(b) heretotransactions contemplated thereby will be in compliance with applicable laws, necessary for the consummation of the Transactions will failure to comply with which would have been filed, expired a Seller MAE or been obtained.Buyer MAE; and (c) The DHC Stockholder Approval has been obtainedreceipt of all approvals and consents of third persons the granting of which is necessary for the Transactions contemplated in connection therewith. (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, Seller understands and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC acknowledges that such Buyer Common Stock to be issued pursuant to will not be registered under the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice Securities Act of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective 1933 and will be effective restricted stock under SEC Rule 144 for a period of at least one year from the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice date of issuance. Seller acknowledges that the share certificates shall bear some form of restrictive legend as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the Company, Parent and Merger Subsidiary to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Law, each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no injunction judgment, injunction, order or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent decree shall prohibit the consummation of the Transactions. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained. (c) The DHC Stockholder Approval has been obtained.Merger; (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has shall have been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.; (fe) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Parent Common Stock to be issued pursuant to in the Merger shall have been approved for listing on the Nasdaq Global Select MarketNew York Stock Exchange, subject to official notice of issuance.; (hf) The registration statement on Form 10 Parent shall have received a letter from KPMG LLP, in writing and otherwise in form and substance reasonably satisfactory to Parent dated the Closing Date, stating that the Merger will qualify for Pooling of Interests accounting treatment; and (as amended or supplementedg) of the Spin-Off Company has been declared effective shall have received a letter from Ernst & Young, LLP, in writing and will be effective under the Exchange Act at the Unconditional Time, otherwise in form and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, substance reasonably satisfactory to the knowledge Company dated the Closing Date, stating that it agrees with the Company's conclusion that the Company is an entity which has met the criteria to qualify for Pooling of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SECInterests accounting treatment. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to under this Agreement to consummate the Transactions is are subject to the satisfaction at or prior to the Unconditional Time of each Closing of the following conditions, . Compliance with any of which may be waived (to the extent such condition these conditions may be waived by such party) the parties in writing:. (a) No Law, and There is no injunction pending or other order issued by threatened litigation in any court or other Governmental Authority of competent jurisdiction any proceeding before or by any governmental entity against the Shareholders, Company, or the Parent Companies to restrain, prohibit or obtain damages or other legal relief with respect to this Agreement or regulatory prohibition will be in effect, in each case that would prevent the consummation of the Transactionstransactions contemplated by this Agreement. (b) All authorizationsThe shareholders of Company have approved the execution, consentsdelivery and performance of this Agreement, orders or approvals ofthe Related Agreements and the Restructuring Agreement, or declarations or filings with, or expiration of waiting periods under the HSR Act or under transactions contemplated by this Agreement and the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtainedRestructuring Transaction. (c) The DHC Stockholder Approval (i) Parent has been obtainedhad the opportunity to review the agreement by and between Company and Newco related to the Restructuring Transaction (the "Restructuring Agreement") and all documents related thereto, pursuant to which Company will, simultaneously with the Closing, complete the Restructuring Transaction; (ii) such documents adequately provide for the transfer of all assets and all Liabilities associated with the Other Assets to Newco, including the assumption by Newco of all Liabilities associated with the Other Assets; (iii) all of such documents are reasonably acceptable to Parent; (iv) upon the completion of the Restructuring Transaction, Newco will be capitalized with cash and marketable securities with an aggregate value of no less than $900,000; and (v) the Restructuring Transaction will be completed in accordance with all applicable laws and the terms and conditions of its governing documents and in a manner satisfactory to Parent in its reasonable discretion. (d) The New DHC Charter has been filed with Parent, Company, the Secretary Shareholders and the Escrow Agent have entered into the Escrow Agreement, substantially in the form of State of the State of Delaware, and has become effective, in accordance with the DGCL.Exhibit B. (e) The Registration Statement (as amended or supplemented) has been declared effective A valid private placement exemption under applicable federal and will be effective under state law is available to Parent for the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, issuance of shares of Parent Common Stock to the knowledge shareholders of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SECCompany. (f) Each of At the Transaction Documents has been executed and delivered and is in full force and effect. Effective Time, holders representing no more than five percent (g) The shares of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented5%) of the Spin-Off Company has been declared effective Outstanding Shares have validly exercised (and will be effective not withdrawn, abandoned or otherwise lost or forfeited) the rights of dissenting shareholders under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SECMBCA. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the Company and Parent to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No this Agreement and the Merger shall have been approved and adopted by the stockholders of the Company in accordance with Maryland Law, ; (b) no applicable law and no injunction judgment, injunction, order or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent decree shall prohibit the consummation of the Transactions. (b) All authorizationsMerger and no action or proceeding by any Governmental Entity or by any other Person, consentsdomestic, orders foreign or approvals ofsupranational, before any court or governmental authority or agency shall be pending that challenges, seeks to make illegal, or declarations otherwise directly or filings with, indirectly to restrain or expiration of waiting periods under prohibit the HSR Act Merger or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained.Bank Merger; (c) The DHC Stockholder Approval has any applicable waiting period under the HSR Act, the BHC Act, the Bank Merger Act or any Maryland state law relating to the Merger shall have expired or been obtained.terminated; (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has shall have been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.; (fe) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Parent Stock to be issued pursuant to in the Merger shall have been approved for listing on the Nasdaq NASDAQ Global Select Market, subject to official notice of issuance.; (hf) The registration statement on Form 10 (as amended all actions or supplemented) approvals by or in respect of, or filings with, any Governmental Entity and any Regulatory Authority required to permit the consummation of the Spin-Off Merger, including the Required Filings and Approvals, shall have been taken, obtained or made; and (g) Parent and the Company has been declared effective and will be effective under the Exchange Act at the Unconditional Timeshall have received an opinion from RSM McGladrey, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC.Inc. that: (i) The shares of Series A common stock Merger will qualify as a "reorganization" under Section 368(a) of the Spin-Off Code; (ii) No gain or loss will be recognized by Parent or the Company to by reason of the Merger; (iii) No gain or loss will be issued recognized by any Company shareholder (except in connection with the receipt of cash in lieu of a fractional share of Parent Stock or upon exercise of dissenters' rights) upon the exchange of Company Shares for Parent Stock in the AMG Spin-Off Merger; (iv) The basis of the Parent Stock received by a Company shareholder who exchanges Company Shares for Parent Stock will be the same as the basis of the Company Shares surrendered in exchange therefor (subject to holders adjustments required as a result of DHC Common receipt of cash in lieu of a fractional share of Parent Stock); (v) The holding period of the Parent Stock have received by a Company shareholder receiving Parent Stock will include the period during which the Company Shares surrendered in exchange therefor were held (provided that such Company Shares held by a Company shareholder was held as a capital asset at the Effective Time); and (vi) Cash received by a Company shareholder in lieu of a fractional share interest of Parent Stock will be treated as having been approved for listing on the Nasdaq received as a distribution in redemption of a fractional share interest of Parent Stock Marketwhich he, she or it would otherwise be entitled to receive, subject to official notice the provisions and limitations of issuanceSection 302 of the Code. In rendering such opinion, RSM McGladrey, Inc. shall be entitled to rely upon customary representations of officers of Parent and the Company. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of each party to this Agreement to consummate effect the Transactions is Mergers and the other transactions contemplated hereby shall be subject to the satisfaction fulfillment at or prior to the Unconditional Time of each Closing Date of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No Law, The waiting period (and no injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent extension thereof) applicable to the consummation of the Transactions.Mergers and the other transactions contemplated herein under the HSR Act shall have expired or been terminated; the applicable waiting periods and any extensions thereof under Part IX of the Competition Act (Canada) (if any) shall have expired or the parties shall have received an advance ruling certificate pursuant to Section 102 of the Competition Act (Canada) setting out that the Commissioner of Competition under such act is satisfied he would not have sufficient grounds on which to apply for an order under Part VIII of such act in respect of the PTI Arrangement; and the PTI Arrangement shall have been determined or deemed to have been determined by the responsible minister under the Investment Canada Act to be of net benefit to Canada if such transaction is reviewable under such act; (b) All authorizationsNo order shall have been entered and remained in effect in any action or proceeding before any federal, consentsforeign, orders state or approvals ofprovincial court or governmental agency or other federal, foreign, state or declarations provincial regulatory or filings with, administrative agency or expiration of waiting periods under the HSR Act commission that would prevent or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for make illegal the consummation of the Transactions will have been filed, expired or been obtained.Mergers; (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The OSI Registration Statement (as amended or supplemented) has shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective and will be effective under the Securities Act at the Unconditional Timeor shall have been withdrawn, and no stop order suspending the effectiveness has thereof shall have been issued, issued and no action, suit, proceeding proceedings for that purpose shall have been initiated or, to the knowledge of DHCthe parties, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC.Commission; (fd) Each of OSI and the Transaction Documents has been underwriters named in the OSI Registration Statement shall have executed and delivered and is an underwriting agreement for a firm commitment underwriting as described in full force and effect.the OSI Registration Statement; (ge) The shares All other approvals of New DHC Common Stock to be issued pursuant to the Merger Governmental Authorities and of non-governmental persons or entities shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. obtained (i) The shares the granting of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved which is necessary for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.the

Conditions to Obligations of Each Party. The respective obligations of each party Party to perform this Agreement to and consummate the Transactions is Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be unless waived by such partyboth Parties pursuant to Sections 12.6(a) in writingand 12.6(b) of this Agreement: (a) No LawAll corporate action necessary by TARGET to authorize the execution, delivery and no injunction or other order issued by any court or other Governmental Authority performance of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent this Agreement and the consummation of the Transactionstransactions contemplated hereby shall have been duly and validly taken, including, but not limited to, the approval and adoption by the respective Boards of Directors of TARGET, MERGER SUB and PURCHASER and the requisite approval and adoption by the stockholders of TARGET. (b) All authorizations, consents, orders or approvals Consents of, or declarations or filings and registrations with, and notifications to, all Regulatory Authorities required for consummation of the Merger shall have been obtained or expiration of made and shall be in full force and effect, and all waiting periods under required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the HSR Act transactions contemplated hereby shall be conditioned or under restricted in a manner (including, without limitation, requirements relating to the laws raising of any additional capital or the disposition of Assets) which, in the reasonable judgment of the jurisdictions listed on Schedule 7.01(b) heretoBoard of Directors of either Party, necessary for would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement so as to render inadvisable the consummation of the Transactions will have been filedMerger; provided, expired however, that no such condition or been obtainedrestriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by any Regulatory Authority in connection with similar transactions. (c) The DHC Stockholder Approval has been obtainedEach Party shall have obtained any and all Consents required for consummation of the Merger (other than those referred to in Section 9.3 of this Agreement) or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such Party. (d) The New DHC Charter has been filed with the Secretary No court or governmental or regulatory authority of State competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) or taken any other action which prohibits, materially restricts or makes illegal consummation of the State of Delaware, and has become effective, in accordance with the DGCLtransactions contemplated by this Agreement. (e) The Registration Statement (as amended All necessary approvals under state securities Laws or supplemented) has been declared effective and will be effective under the Securities 1933 Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, or 1934 Act relating to the knowledge of DHC, investigation seeking a stop order issuance or to suspend the effectiveness trading of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC PURCHASER Common Stock to be issued issuable pursuant to the Merger shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuancereceived. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the Target Company, Parent and Merger Sub to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each waiver of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No Lawstop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Target Company, threatened by the SEC. All necessary state securities authorizations (including state takeover approvals) shall have been received unless the failure to receive any such authorization would not have a Material Adverse Effect on Parent or the Target Company or the transactions contemplated by this Agreement; (b) the Target Company Stockholder Approval shall have been obtained; (c) the Parent Shareholder Approval shall have been obtained; (d) no statute, rule or regulation shall have been enacted, promulgated or deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the Merger or makes the consummation of the Merger unlawful, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent preventing the consummation of the Transactions. (b) All authorizationsMerger shall be in effect; provided, consentshowever, orders or approvals of, or declarations or filings with, or expiration that each of waiting periods under the HSR Act or under parties hereto shall have used its respective best efforts to prevent the laws entry of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired such injunction or been obtained. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, other order and has become effective, in accordance with the DGCL.to appeal as promptly as possible any injunction or other order that may be entered; (e) The Registration Statement (as amended there shall have been obtained at or supplemented) has been declared effective and will be effective under prior to the Securities Act at the Unconditional TimeClosing Date such permits or authorizations, and no stop order suspending effectiveness has there shall have been issuedtaken such other actions, as may be required to consummate the Merger by any regulatory authority having jurisdiction over the parties and no actionthe actions herein proposed to be taken, suit, proceeding or, including but not limited to the knowledge satisfaction of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC.all requirements under applicable federal and state securities laws; and (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Parent Common Stock issuable to be issued the Target Company Stockholders pursuant to the Merger and issuable upon exercise of the Target Company Options converted pursuant to this Agreement, shall have been approved for listing trading and included for quotation on the Nasdaq Global Select MarketOTCBB prior to or simultaneous with the Effective Time, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party Party to this Agreement to consummate effect the Transactions is Mergers and the other Transactions, shall be subject to the satisfaction at or prior to the Unconditional Time of each Closing of the following conditions, any one or more of which may be waived (to in writing by the extent such condition may be waived by such party) in writingparty or parties whose obligations are conditioned thereupon: (a) No Law, The SPAC Shareholders’ Approval and no injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be the Company Shareholders’ Approval shall have been obtained and shall remain in full force and effect, in each case that would prevent the consummation of the Transactions.; (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods The Proxy/Registration Statement shall have become effective under the HSR Securities Act or under and no stop order suspending the laws of any effectiveness of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will Proxy/Registration Statement shall have been filed, expired issued and no proceedings for that purpose shall have been initiated or been obtainedthreatened by the SEC and not withdrawn. (c) The DHC Stockholder Approval has been obtained. (di) The New DHC Charter has been filed the Company’s initial listing application with the Secretary of State Stock Exchange in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of the State Stock Exchange and the Company shall not have received any notice of Delawarenon-compliance therewith, and has become effective, in accordance with (ii) the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under Company Ordinary Shares representing the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Stock Merger Consideration to be issued pursuant to in connection with the Merger Mergers shall have been conditionally approved for listing on the Nasdaq Global Select MarketStock Exchange, subject to official notice of issuance; (d) After deducting the SPAC Shareholder Redemption Amount, SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Closing illegal or which otherwise prohibits consummation of the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial. (hf) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock Capital Restructuring shall have been approved for listing on completed in accordance with the Nasdaq Stock Market, subject to official notice of issuanceterms hereof and the Company’s Organizational Documents. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement Company, Parent and Merger Subsidiary to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No this Agreement shall have been approved and adopted by the shareholders of Company in accordance with Oregon Law and the issuance of Parent Common Stock in connection with the Merger shall have been approved by the stockholders of Parent in accordance with Delaware Law, ; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no injunction judgment, injunction, order or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent decree shall prohibit the consummation of the Transactions.Merger; (bd) All authorizationsthere shall not have been instituted or pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any government or governmental authority or agency, consentsdomestic, orders foreign or approvals ofsupranational, before any court or declarations governmental authority or filings withagency, domestic, foreign or expiration of waiting periods under the HSR Act supranational, (i) challenging or under the laws of any of the jurisdictions listed on Schedule 7.01(b) heretoseeking to make illegal, necessary for to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Transactions will have been filedMerger, expired seeking to obtain material damages or been obtained. otherwise directly or indirectly relating to the transactions contemplated by the Merger or (cii) The DHC Stockholder Approval has been obtained. seeking to restrain or prohibit Parent's ownership or operation (dor that of its respective Subsidiaries or Affiliates) The New DHC Charter has been filed with the Secretary of State all or any material portion of the State business or assets of DelawareCompany and Company Subsidiaries, taken as a whole, or of Parent and has become effectiveits Subsidiaries, in accordance with taken as a whole, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the DGCL.business or assets of Company Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole; (e) The the Registration Statement (as amended or supplemented) has shall have been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.; (f) Each Parent and Company shall have each received written opinions of their respective counsel, Xxxxx Xxxx & Xxxxxxxx and Xxxxxxx Coie LLP in form and substance reasonably satisfactory to each of them, that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Transaction Documents has been executed Code and delivered that each of Parent, Merger Subsidiary and is Company will be a party to the reorganization within the meaning of Section 368(a) of the Code. The Company, Parent and Merger Subsidiary shall execute and deliver to Xxxxx Xxxx & Xxxxxxxx and Xxxxxxx Coie LLP certificates substantially in full force the form attached hereto as Exhibits C-1 and effect.C-2, respectively, at such time or times as reasonably requested by them in connection with the delivery of their opinions provided herein; and (g) The shares all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of New DHC Common Stock to be issued pursuant to the Merger shall have been approved for listing on the Nasdaq Global Select Markettaken, subject to official notice of issuancemade or obtained. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the Company, Parent and Merger Subsidiary to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No this Agreement shall have been approved and adopted by the stockholders of the Company in accordance with Delaware Law, ; (b) no provision of any applicable law or regulation and no injunction judgment, injunction, order or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent decree shall prohibit the consummation of the Transactions.Merger; (bc) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of any applicable waiting periods period under the HSR Act or under relating to the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will Merger shall have been filed, expired or been obtained. (c) The DHC Stockholder Approval has terminated and any applicable merger control filings in Japan and Korea shall have been obtained.completed to the extent required to be completed prior to the Effective Date; (d) The New DHC Charter has been filed any applicable requirements pursuant to ISRA, including any filings required to be made with the Secretary NJDEP, shall have been fully complied with to the extent required to be complied with prior to the Effective Time and Parent shall have received in respect of State any operations conducted in, or any real property owned, leased or operated by the Company or any of its Subsidiaries in the State state of DelawareNew Jersey, evidence of such compliance with ISRA. Such evidence shall be in a form reasonably satisfactory to Parent and has become effectivenot impose on Parent, Merger Subsidiary, the Company or any of its Subsidiaries any material obligations or liabilities to which Parent shall not have consented in accordance with writing prior to the DGCL.Effective Time; and (e) The Registration Statement (as amended all Company Expenses shall have been paid in cash in full by the Company on or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, prior to the knowledge Closing Date, as evidenced by the delivery of DHCcustomary “pay-off” letters, investigation seeking a stop order or in form and substance reasonably satisfactory to suspend the effectiveness Merger Sub, from each of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is Persons set forth in full force and effect. (g) The shares of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplementedSection 9.01(e) of the Spin-Off Company Disclosure Schedule and any other Person in respect of whom Company Expenses are or were payable, acknowledging that each of such Persons has been declared effective not and will be effective under not, at any time, raise any claims against, or attempt to collect any payments from, the Exchange Act at Company, any of its Subsidiaries, Parent, Merger Sub or the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, Surviving Corporation with respect to the knowledge payment of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SECany Company Expenses. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate effect the Transactions is transactions contemplated hereby to occur at the Closing shall be subject to the satisfaction at or prior or, to the Unconditional Time extent permitted by Law, waiver of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No All requirements of any applicable Law, Regulation or Order necessary for the valid consummation of the transactions contemplated herein to occur at the Closing have been fulfilled, and no all filings required to be made with any Governmental Authority under any applicable Law, Regulation or Order and all Permits and Orders required to be obtained from any Governmental Authority or Court under any applicable Law, Regulation or Order, in each case, in order to permit the Sellers, the Purchasers and M-I to consummate the transactions contemplated hereby to occur at the Closing have been made or obtained (other than any requirement the nonfulfillment of which and any Permit or Order the nonreceipt of which could not reasonably be expected to have a Material Adverse Effect on the Sellers, the Purchasers or M-I or, in the case of the Purchasers substantially impair its investment in the M-I Group or the benefits contemplated by the transactions set forth in this Agreement); (b) No temporary restraining order, preliminary or permanent injunction or other order Order issued by any court or other Governmental Authority Court of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent preventing the consummation of the Transactions. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods under transactions contemplated hereby to occur at the HSR Act or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained.Closing is in effect; (c) The DHC Stockholder Approval has been obtained.Each of Halliburton and Smitx xxxll have executed and delivered to the other an agreement substantially in the form of Exhibit C hereto relating to the sale by Halliburton to Smitx xx the North Course Building for a purchase price equal to $7 million; and (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been Halliburton and Smitx xxxll have executed and delivered and is in full force and effect. (g) The shares of New DHC Common Stock to be issued pursuant to the Merger have been approved for listing on other a lease agreement substantially in the Nasdaq Global Select Market, subject form of Exhibit D hereto relating to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) the lease by Halliburton from Smitx xx a portion of the Spin-Off Company has been declared effective and will be effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SECNorth Course Building as described therein. (i) The shares of Series A common stock of the Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.

Conditions to Obligations of Each Party. The respective obligations of each party to this Agreement the Company and Parent to consummate the Transactions is Merger are subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) No this Agreement and the Merger shall have been approved and adopted by the stockholders of the Company in accordance with Maryland Law, ; (b) no applicable law and no injunction judgment, injunction, order or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent decree shall prohibit the consummation of the Transactions. (b) All authorizationsMerger and no action or proceeding by any Governmental Entity or by any other Person, consentsdomestic, orders foreign or approvals ofsupranational, before any court or governmental authority or agency shall be pending that challenges, seeks to make illegal, or declarations otherwise directly or filings with, indirectly to restrain or expiration of waiting periods under prohibit the HSR Act Merger or under the laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been obtained.Bank Merger; (c) The DHC Stockholder Approval has any applicable waiting period under the HSR Act, the BHC Act, the Bank Merger Act or any Maryland state law relating to the Merger shall have expired or been obtained.terminated; (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has shall have been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.; (fe) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Parent Stock to be issued pursuant to in the Merger shall have been approved for listing on the Nasdaq NASDAQ Global Select Market, subject to official notice of issuance.; (hf) The registration statement on Form 10 (as amended all actions or supplemented) approvals by or in respect of, or filings with, any Governmental Entity and any Regulatory Authority required to permit the consummation of the Spin-Off Merger, including the Required Filings and Approvals, shall have been taken, obtained or made; and (g) Parent and the Company has been declared effective and will be effective under the Exchange Act at the Unconditional Timeshall have received an opinion from RSM McGladrey, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC.Inc. that: (i) The shares of Series A common stock Merger will qualify as a “reorganization” under Section 368(a) of the Spin-Off Code; (ii) No gain or loss will be recognized by Parent or the Company to by reason of the Merger; (iii) No gain or loss will be issued recognized by any Company shareholder (except in connection with the receipt of cash in lieu of a fractional share of Parent Stock or upon exercise of dissenters’ rights) upon the exchange of Company Shares for Parent Stock in the AMG Spin-Off Merger; (iv) The basis of the Parent Stock received by a Company shareholder who exchanges Company Shares for Parent Stock will be the same as the basis of the Company Shares surrendered in exchange therefor (subject to holders adjustments required as a result of DHC Common receipt of cash in lieu of a fractional share of Parent Stock); (v) The holding period of the Parent Stock have received by a Company shareholder receiving Parent Stock will include the period during which the Company Shares surrendered in exchange therefor were held (provided that such Company Shares held by a Company shareholder was held as a capital asset at the Effective Time); and (vi) Cash received by a Company shareholder in lieu of a fractional share interest of Parent Stock will be treated as having been approved for listing on the Nasdaq received as a distribution in redemption of a fractional share interest of Parent Stock Marketwhich he, she or it would otherwise be entitled to receive, subject to official notice the provisions and limitations of issuanceSection 302 of the Code. In rendering such opinion, RSM McGladrey, Inc. shall be entitled to rely upon customary representations of officers of Parent and the Company. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or waived, as applicable, except those documents and instruments necessary to complete the AMG Spin-Off that can only be delivered at or immediately prior to the Spin-Off Effective Time.