Common use of Termination by the Purchaser Clause in Contracts

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: (i) either (A) the Exeter Board fails to publicly make the Board Recommendation as contemplated in Section 2.1 and Section 5.1(i) or the Company or the Exeter Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoing; (ii) the Company breaches Section 5.1 in a material respect; (iii) a Material Adverse Effect with respect to the Company has occurred; (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Time.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: (i) either (A) the Exeter Nomad Board fails to publicly make a recommendation that the Board Recommendation Nomad Shareholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.5(d) and Section 5.1(i5.1(j) or the Company or the Exeter Nomad Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to Purchaser the Purchaser, its approval or recommendation of the Offer and this Agreement Nomad Board Recommendation (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Nomad Board with respect to an a Nomad Acquisition Proposal for a period exceeding three Business Days after an a Nomad Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), or (B) the Purchaser requests that the Exeter Nomad Board reaffirm its Board Recommendation recommendation that the Nomad Shareholders vote in favour of the Arrangement Resolution and the Exeter Nomad Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date Nomad Meeting (each of the foregoing a “Nomad Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoing; (ii) the Company breaches Section 5.1 in a any material respect; (iii) a Material Adverse Effect subject to compliance with respect to Section 6.3, the Company has occurred;breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that any wilful breach shall be deemed incapable of being cured and the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the Company Purchaser shall have failed to comply determined in all material respects with its obligations, covenants sole and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of absolute discretion that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood or any event, occurrence, circumstance or development that could reasonably be expected to be a Material Adverse Effect, has occurred, in either case with respect to the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry TimeCompany.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time Time, if: (i) either (A) the Exeter Company Board or any committee thereof fails to publicly make a recommendation that the Board Recommendation Company Shareholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.2(d), Section 2.5(d) and Section 5.1(i) or the Company or the Exeter Company Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Company Board Recommendation (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Company Board with respect to an Acquisition Proposal for a period exceeding three five (5) Business Days after an Acquisition Proposal has been publicly announced announced, or beyond the date which is one day prior to the Company Meeting, if sooner) shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Company Board reaffirm its Board Recommendation recommendation that the Company Shareholders vote in favour of the Arrangement Resolution and the Exeter Company Board shall not have done so by the earlier of (x) the end of the third fifth (5th) Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”)Company Meeting, or (C) the Company and/or the Exeter Company Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition ProposalProposal or proposes publicly to accept, (D) the Company enters into an Acquisition Agreement in respect of approve, endorse or recommend any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any each of the foregoing, a "Company Change of Recommendation"); (ii) the Company breaches has breached Section 5.1 in a any material respect; (iii) a Material Adverse Effect subject to compliance with respect to Section 6.3, the Company has occurred;breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that any wilful breach shall be deemed incapable of being cured, and the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the a Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as has occurred after the date of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Timeis continuing.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time Time, if: (i) either the Company Board or any committee thereof: (A) the Exeter Board fails to publicly make a recommendation that Company Shareholders vote in favour of the Board Recommendation Arrangement Resolution as contemplated in Section 2.1 2.5(d)(iii), Section 2.6(e) and Section 5.1(i); or (B) or fails to reaffirm its recommendation that the Company Shareholders vote in favour of the Arrangement Resolution by the third Business Day following receipt of a request by the Purchaser to do so (and if the Company Meeting is scheduled to occur within such three Business Day period, then prior to the third Business Day prior to the date of the Company Meeting) (each of the foregoing a “Change of Recommendation”); (ii) the Company or the Exeter Board, Company Board or any committee thereof, : (A) withdraws, modifies, qualifies or changes in a manner adverse to the Purchaserchanges, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Arrangement; or (it being understood that publicly taking B) endorses or recommends any Acquisition Proposal; or (C) takes no position or a remains neutral position by the Company and/or the Exeter Board with respect to an any publicly announced or otherwise publicly disclosed Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed (or, if the Company Meeting is scheduled to constitute occur within such three Business Day period, then for a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of period beyond the third Business Day following receipt of such request and (y) prior to the Expiry Date (each date of the foregoing a “Change of Recommendation”Company Meeting), ; (Ciii) the Company and/or the Exeter Company Board, or any committee thereof, : (A) accepts, approves, endorses or recommends any Acquisition Proposal, ; or (DB) publicly proposes or announces its intention to do any of the foregoing; (iv) the Company Company: (A) enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c5.1(e)); or (B) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do breaches any of the foregoing; (ii) the Company breaches its material obligations or material covenants set forth in Section 5.1 in a material respect; (iii) a Material Adverse Effect with respect to the Company has occurred; (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time4.1; (v) subject to compliance with Section 6.3, the Company shall have failed to comply in all material respects with breaches any of its obligationsrepresentations, warranties, covenants and or agreements contained in this Agreement Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be performed satisfied, and complied withsuch breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; (vi) a Company Material Adverse Effect has occurred and is continuing; or (vivii) prior to receipt of Purchaser Shareholder Approval, the representations and warranties Purchaser enters into a definitive written agreement concerning a Purchaser Acquisition Proposal provided the prior termination of this Agreement is required by the acquirer of the Company in Section 3.1 shall not be true Purchaser completing such Purchaser Acquisition Proposal (a “Purchaser Alternative Agreement”) and correct (disregarding for this purpose all materiality the Purchaser has previously or Material Adverse Effect qualifications contained therein) as concurrently paid, or the terms of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Purchaser Alternative Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood provide that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as acquirer of the Expiry TimePurchaser will advance or otherwise provide to the Purchaser the cash required to pay, the Purchaser Termination Fee in accordance with Section 5.3(b).

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time Time, if: (i) either the Company Board or any committee thereof: (A) the Exeter Board fails to publicly make a recommendation that the Board Recommendation Company Shareholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.5(f)(iii) and Section 5.1(i); (B) or fails to reaffirm its recommendation that the Company or Shareholders vote in favour of the Exeter BoardArrangement Resolution by the fifth Business Day following receipt of a request by the Purchaser to do so (and if the Company Meeting is scheduled to occur within such five Business Day period, or any committee thereof, then prior to the date of the Company Meeting); (C) withdraws, modifies, qualifies or changes in a manner adverse to the Purchaserchanges, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Arrangement; (it being understood that publicly taking D) takes no position or a remains neutral position by the Company and/or the Exeter Board with respect to an any publicly announced or otherwise publicly disclosed Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed (or, if the Company Meeting is scheduled to constitute occur within such a withdrawalthree Business Day period, modification, qualification or change), (B) then prior to the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end date of the third Business Day following receipt of such request and (y) the Expiry Date Company Meeting); (each of the foregoing a “Change of Recommendation”), (CE) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal; or (F) publicly proposes or announces its intention to do any of the foregoing; provided, however, that any announcement by the Company required by applicable Securities Laws prior to the expiry of any Superior Proposal Notice Period of the receipt by the Company of an Acquisition Proposal that is a Superior Proposal will not permit the Purchaser to terminate this Agreement; (Dii) the Company Company: (A) enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c5.1(e)); or (B) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do materially breaches any of the foregoing; (ii) the Company breaches its material obligations or material covenants set forth in Section 5.1 in a material respect5.1; (iii) a Material Adverse Effect subject to compliance with respect to Section 6.3, the Company has occurred;breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the a Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on has occurred and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Timeis continuing.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: (i) either either: (A) the Exeter Company Board (or any committee thereof) fails to publicly make a recommendation that the Board Recommendation Company Shareholders vote in favour of the Arrangement Resolution as contemplated in by Section 2.1 2.02(c) and Section 5.1(i2.03(c) or the Company or the Exeter Board, Company Board (or any committee thereof, ) withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, Purchaser its approval or recommendation of the Offer and this Agreement Arrangement (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Company Board with respect to an Acquisition Proposal for a period exceeding three five Business Days after an Acquisition Proposal has been publicly announced (or if the Company Meeting is scheduled to occur within such five Business Day period, prior to the Business Day before the date of the Company Meeting) shall be deemed to constitute such a withdrawal, modification, qualification or change), ; (B) the Purchaser requests that the Exeter Company Board (or any committee thereof) reaffirm its Board Recommendation recommendation that the Company Shareholders vote in favour of the Arrangement Resolution and the Exeter Company Board (or any committee thereof) shall not have done so by the earlier of (x1) the end of the third fifth Business Day following receipt of such request and (y2) the Expiry Date Company Meeting (each of the foregoing a “"Change of Recommendation”"), ; (C) the Company and/or or the Exeter Board, Company Board (or any committee thereof, ) accepts, approves, endorses or recommends any Acquisition Proposal, ; (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c6.01(c)) ); or (E) the Company or the Exeter Company Board (or any committee thereof) publicly proposes or announces its intention to do any of the foregoing; (ii) the Company breaches Section 5.1 6.01 in a material respect; (iii) subject to compliance with Section 7.03, the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 8.01 or Section 8.02 not to be satisfied and such breach is incapable of being cured or is not cured in accordance with the terms of Section 7.03, and provided, however, that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 8.01 or Section 8.03 not to be satisfied; or (iv) there has occurred a Material Adverse Effect with respect to first arising after the Company has occurred; (iv) any condition date of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry TimeAgreement.

Termination by the Purchaser. (a) This Agreement may be terminated prior to the Series B Closing with respect to the transactions contemplated herein relating to both the Shares and the Underlying Shares by the Purchaser, by giving notice of such termination to the Company, if: (i) the Company has breached any representation, warranty, covenant or agreement contained in this Agreement and such breach is not cured within five business days following receipt by the Company of notice of such breach; (ii) there has occurred an event since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement which has in the judgment of the Purchaser had a Material Adverse Effect and which is not disclosed in the SEC Documents or if there has occurred in the Purchaser's judgment since such date a material adverse change in the financial condition or prospects of the Company (for such purpose, at any time between the date hereof and the Series B Closing Date, a market price of $2.50 or less for the Common Stock or a market capitalization of the Company of $50,000,000 or less shall be deemed an event which has had a Material Adverse Effect); (iii) trading in the Company's Common Stock has been suspended by the Commission or the Nasdaq (except for any suspension of trading of limited duration solely to permit dissemination of material information regarding the Company); or (iv) the Company's Common Stock shall have failed to be listed for trading on the Nasdaq National Market or Nasdaq Small Cap Market and the Purchaser shall have exercised its termination right herein provided within 10 business days of obtaining knowledge of such delisting. (b) This Agreement may be terminated by the Purchaser at any time prior to the Effective Time Series C Closing with respect to the transactions contemplated herein relating solely to the Series C Shares, or prior to the Series D Closing with respect to the transactions contemplated herein relating solely to the Series D Shares, or prior to the Series E Closing with respect to the transactions contemplated herein relating solely to the Series E Shares, or prior to the Series F Closing with respect to the transactions contemplated herein relating to the Series F Shares, by giving notice of such termination to the Company, if: (i) either (A) after the Exeter Board fails to publicly make the Board Recommendation as contemplated in Section 2.1 and Section 5.1(i) or Series B Closing Date, the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, the Exeter BoardRegistration Rights Agreement, any Warrant or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer Vote Certificate and this Agreement (it being understood that publicly taking no position or a neutral position such breach is not cured within five business days following receipt by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt notice of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoingbreach; (ii) there has occurred an event since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is later, last filed prior to the date of this Agreement which could reasonably be expected to have a Material Adverse Effect and which is not disclosed in the SEC Documents or if there has occurred in the Purchaser's judgment since such date a material adverse change (other than as a result of a depletion of cash resources of the Company) in the financial condition or prospects of the Company breaches Section 5.1 in (for such purpose, at any time after the Series B Closing Date, a material respectmarket price of $2.50 or less for the Common Stock or a market capitalization of the Company of $50,000,000 or less shall be an event that has had a Material Adverse Effect); (iii) a Material Adverse Effect with respect trading in the Company's Common Stock has been suspended by the Commission or the Nasdaq (except for any suspension of trading of limited duration solely to permit dissemination of material information regarding the Company has occurredCompany); (iv) the Company's Common Stock shall have failed to be listed for trading on either the Nasdaq National Market or Nasdaq Small Cap Market at any condition time after the Series B Closing Date and the Purchaser shall have exercised its termination right herein provided within 10 Trading Days of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time;obtaining knowledge of any delisting. (v) the Company shall have failed Underlying Securities Registration Statement with respect to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi1) the representations Underlying Shares into which the Series B Shares may be converted and warranties (2) the Warrant Shares issuable upon conversion of the Company in Section 3.1 Initial Warrant is not declared effective under the Securities Act by the Commission prior to the 80th day after the Series B Closing Date or shall not be true effective on such subsequent Closing Date; the Underlying Securities Registration Statement with respect to (1) the Underlying Shares into which the Series C Shares may be converted and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein2) as the Warrant Shares issuable upon exercise of the Expiry Time as Series B Subsequent Warrant (if made on and as of such date (except for such representations and warranties which refer issuable) has not been declared effective under the Securities Act by the Commission prior to the 80th day after the Series C Closing Date or are made as of another specified date, in which case such representations and warranties shall not have be effective on such subsequent Closing Date; the Underlying Securities Registration Statement with respect to (1) the Underlying Shares into which the Series D Shares may be converted and (2) the Warrant Shares issuable upon exercise of the Subsequent Warrant (if issuable) in respect to the Series D Shares has not been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in declared effective under the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made Securities Act by the Company in Sections 3.1(gCommission prior to the 80th day after the Series D Closing Date or shall not be effective on such subsequent Closing Date; the Underlying Securities Registration Statement with respect to the Underlying Shares into which the Series E Shares may be converted and (2) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as the Warrant Shares issuable upon exercise of the Expiry TimeSubsequent Warrant (if issuable) in respect of the Series E Shares has not been declared effective under the Securities Act by the Commission prior to the 80th day after the Series E Closing Date.

Termination by the Purchaser. This Agreement may be terminated by and the Purchaser Purchaser’s purchase of the CSO Assets may be abandoned at any time prior to the Effective Time Closing by the Purchaser if: (i) either (Aa) the Exeter Board fails to publicly make the Board Recommendation as contemplated in Section 2.1 and Section 5.1(i) or the Company or the Exeter Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoing; (ii) the Company breaches Section 5.1 in a material respect; (iii) a Material Adverse Effect with respect to the Company has occurred; (iv) any condition of the Offer as specified in Schedule A Closing shall not have been satisfied consummated by January 31, 2016 (the “Termination Date”); provided, however, that the Purchaser shall not have the right to terminate this Agreement under this Section 8.2(a) if the Purchaser has breached, in any material respect, its obligations under this Agreement in any manner that shall have caused or waived at proximately contributed to the Expiry Timefailure to consummate the transactions contemplated by this Agreement by such date; (vb) the Company any court of competent jurisdiction or Governmental or Regulatory Authority shall have failed to comply issued any Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; (c) there has been a breach in all any material respects with its obligationsrespect by the Seller of any representation, covenants and agreements warranty, covenant or agreement contained in this Agreement which breach (i) cannot be or has not been cured within ten (10) Business Days after the giving of written notice of such breach to be performed the Seller and complied with(ii) has not been waived by the Purchaser pursuant to the provisions hereof; provided, however, that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.2(c) unless the breach of representation, warranty, covenant or agreement, together with all other such breaches, would entitle the Purchaser not to consummate the Transaction under Sections 6.1 or 6.2 hereof; (d) the conditions to the Purchaser’s obligation to close set forth in Article VI shall become incapable of being satisfied by the close of business on the Termination Date; (e) the Seller Board has not made a Change in Recommendation and does not obtain the Seller Stockholder Approval at the Seller Stockholder Meeting; or (vif) upon written notice to the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified dateSeller, in which case such representations and warranties shall not have been true and correct as of the event that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained a Change in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry TimeRecommendation has occurred.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: (i) either (A) the Exeter Board fails to publicly make a recommendation that the Board Recommendation Exeter Shareholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.2(d), Section 2.5(c) and Section 5.1(i) or the Company or the Exeter Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Arrangement (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation recommendation that the Exeter Shareholders vote in favour of the Arrangement Resolution and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date Exeter Meeting (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoing; (ii) the Company breaches Section 5.1 in a material respect; (iii) subject to compliance with Section 6.3, the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, provided, however, that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (iv) a Material Adverse Effect with respect to the Company has occurred; (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Time.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time Time, if: (i) either the Company Board or any committee thereof: (A) the Exeter Board fails to publicly make a recommendation that Company Shareholders vote in favour of the Board Recommendation Arrangement Resolution as contemplated in Section 2.1 2.4(d)(iii), Section 2.5(e) and Section 5.1(i); or (B) fails to reaffirm its recommendation that the Company Shareholders vote in favour of the Arrangement Resolution by the third Business Day of an event under Section 5.1(i) or following receipt of a request by the Purchaser to do so (and in each case if the Company Meeting is scheduled to occur within such three Business Day period, then prior to the third Business Day prior to the date of the Company Meeting) (each of the foregoing a “Change of Recommendation”); (ii) the Company or the Exeter Board, Company Board or any committee thereof, : (A) withdraws, modifies, qualifies or changes in a manner adverse to the Purchaserchanges, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), Arrangement; or (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal; or (C) takes no position or remains neutral with respect to any publicly announced or otherwise publicly disclosed Acquisition Proposal for a period exceeding three Business Days (or, if the Company Meeting is scheduled to occur within such three Business Day period, then for a period beyond the third Business Day prior to the date of the Company Meeting); or (D) publicly proposes or announces its intention to do any of the Company foregoing. (iii) the Company: (A) enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c5.1(e)); or (B) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do breaches any of the foregoing; (ii) the Company breaches its material obligations or material covenants set forth in Section 5.1 in a material respect; (iii) a Material Adverse Effect with respect to the Company has occurred4.1; (iv) subject to compliance with Section 6.3, the Company breaches any condition of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the Offer conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that the Purchaser is not then in breach of this Agreement so as specified to cause any of the conditions set forth in Schedule A shall Section 7.1 or Section 7.2 not have been satisfied or waived at the Expiry Time;to be satisfied; or (v) the a Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on has occurred and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Timeis continuing.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: Closing Date by the Purchaser if (ia) either (A) the Exeter Board fails there has been a breach by any Seller of any representation or warranty contained in this Agreement that is qualified as to publicly make the Board Recommendation as contemplated in Section 2.1 materiality or a material breach of any representation and Section 5.1(i) or the Company or the Exeter Boardwarranty that is not so qualified, which breach is not curable, or any committee thereofif curable, withdraws, modifies, qualifies or changes in a manner adverse is not cured within thirty (30) days after notice of such breach is given by the Purchaser to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Sellers; (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal b) there has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier material breach of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoing; covenants or agreements set forth in this Agreement on the part of any Seller, which breach is not curable or, if curable, is not cured within thirty (ii30) days after written notice of such breach is given by the Purchaser to the Sellers; (c) the Company breaches Section 5.1 in a material respect; (iii) a Material Adverse Effect with respect to the Company has occurred; (iv) any condition of the Offer as specified in Schedule A Sale Order shall not have been satisfied entered by the Bankruptcy Court on or waived at before September 15, 2000 in substantially the Expiry Time; form contemplated by this Agreement; (vd) the Company aggregate sum of the Cure Amounts (including any Pre-Closing Cure Amounts required to be paid to Sellers as an increase in purchase price pursuant to Section 1.3(a)(ii)), the Customer Credit Amounts, the HLHZ Payment Obligations, plus the Post-Petition Administrative Expenses (such aggregate sum, the "Actual Assumed Expenses") exceeds $50,000,000 (collectively, the "Cap") and the Sellers shall not have failed agreed to comply in all material respects with its obligations, covenants and agreements in amend this Agreement to be performed and complied withreduce the Purchase Price by such excess; or (vie) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties Sellers shall not have been true executed and correct as delivered a completed and amended Seller Disclosure Letter to Purchaser by the close of business September 11, 2000, together with a notice indicating that datesuch letter is being delivered pursuant to this Section 8.4(e); or (f) except (i) as affected by transactionsthe open of business on September 14, changes2000, conditions, events or circumstances expressly permitted by Purchaser shall notify GST in writing that it is not satisfied with such completed Seller Disclosure Letter and is terminating this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalizationpursuant to this Section 8.4(f), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Time.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: (i) either (A) the Exeter Company Board or any committee thereof fails to publicly make a unanimous recommendation (other than, in the Board Recommendation case of the Company Board, the abstention of a single director) that the Company Shareholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.2(d), Section 2.5(c) and Section 5.1(i5.1(j) or the Company or the Exeter Board, Company Board or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaserchanges, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement (it being understood that publicly taking Arrangement or endorses or recommends any Acquisition Proposal or takes no position or a remains neutral position by the Company and/or the Exeter Board with respect to an any publicly announced or otherwise publicly disclosed Acquisition Proposal for a period exceeding three five Business Days after an Acquisition Proposal has been publicly announced shall be deemed (or, in the event the Company Meeting is scheduled to constitute occur within such five Business Day period, for a withdrawal, modification, qualification or changeperiod beyond the third Business Day prior to the date of the Company Meeting), (B) the Purchaser requests Company Board or any committee thereof fails to unanimously (other than, in the case of the Company Board, the abstention of a single director) reaffirm its unanimous recommendation (other than, in the case of the Company Board, the abstention of a single director) that the Exeter Board reaffirm its Board Recommendation and Company Shareholders vote in favour of the Exeter Board shall not have done so Arrangement Resolution by the earlier of (x) the end of the third fifth Business Day following receipt of a request by the Purchaser to do so (and in the event that the Company Meeting is scheduled to occur within such request and (yfive Business Day period, prior to the third Business Day prior to the date of the Company Meeting) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, Company Board accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c5.1(e)) ), or (E) the Company or the Exeter Company Board publicly proposes or announces its intention to do any of the foregoing; (ii) the Company intentionally and materially breaches any of its material obligations or material covenants set forth in Section 5.1 in a material respect5.1; (iii) a Material Adverse Effect subject to compliance with respect to Section 6.3, the Company has occurred;breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the a Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified dateany event, in which case such representations and warranties shall not have been true and correct as of occurrence, circumstance or development that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not could reasonably be expected to have, individually or in the aggregate, be a Company Material Adverse Effect, it being understood that the representations Effect has occurred and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Timeis continuing.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time Time, if: (i) either the Company Board or any committee thereof: (A) the Exeter Board fails to publicly make a recommendation that the Board Recommendation Company Shareholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.2(h), 2.5(f), and Section 5.1(i5.1(j); or (B) fails to reaffirm its recommendation that the Company Shareholders vote in favour of the Arrangement Resolution by the third Business Day following receipt of a request by the Purchaser to do so (and if the Company Meeting is scheduled to occur within such three Business Day period, no later than the later of one Business Day following receipt of a request by the Purchaser or the second Business Day prior to the date of the Company or the Exeter Board, or any committee thereof, Meeting); (C) withdraws, modifies, qualifies or changes in a manner adverse to the Purchaserchanges, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Arrangement; (it being understood that publicly taking D) takes no position or a remains neutral position by the Company and/or the Exeter Board with respect to an any publicly announced or otherwise publicly disclosed Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed (or, if the Company Meeting is scheduled to constitute occur within such three Business Day period, then for a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of period beyond the third Business Day following receipt prior to the date of such request and (y) the Expiry Date Company Meeting); (each of the foregoing a “Change of Recommendation”), ) or (CE) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal; or (F) publicly proposes or announces its intention to do any of the foregoing; (ii) at any time prior to the approval of the Arrangement Resolution, if the board of directors of the Purchaser approves and authorizes the Purchaser to enter into, a definitive agreement providing for the implementation of a Superior Proposal in accordance with Section 5.1(g), subject to the Purchaser: (DA) complying with the terms of Section 5.1; and (B) paying the Termination Fee; (iii) the Company Company: (A) enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c5.1(e)); or (B) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do intentionally and materially breaches any of the foregoing; (ii) the Company breaches its material obligations or material covenants set forth in Section 5.1 in a material respect; (iii) a Material Adverse Effect with respect to the Company has occurred5.1; (iv) subject to compliance with Section 6.3, the Company breaches any condition of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the Offer conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that the Purchaser is not then in breach of this Agreement so as specified to cause any of the conditions set forth in Schedule A shall Section 7.1 or Section 7.2 not have been satisfied or waived at the Expiry Time;to be satisfied; or (v) the a Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on has occurred and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Timeis continuing.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: (i) either (A) the Exeter Detour Board or any committee thereof fails to publicly make a recommendation that the Board Recommendation Detour Shareholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.2(d), Section 2.5(d) and Section 5.1(i5.1(h) or the Company or the Exeter Detour Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Detour Board Recommendation (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Detour Board with respect to an Acquisition Proposal for a period exceeding three five Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or changechange (or in the event that the Detour Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Detour Meeting), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Detour Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal or proposes publicly to accept, approve, endorse or recommend any Acquisition Proposal, or (DC) the Company enters Purchaser requests that the Detour Board reaffirm its recommendation that the Detour Shareholders vote in favour of the Arrangement Resolution and the Detour Board shall not have done so by the earlier of (x) the fifth Business Day following receipt of such request (or in the event that the Detour Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Detour Meeting) and (y) the Detour Meeting (each of the foregoing a "Change of Recommendation"); (ii) at any time prior to the approval of the Purchaser Shareholder Resolution, the Purchaser Board authorizes the Purchaser to enter into an a Purchaser Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Purchaser Confidentiality Agreement permitted by Agreement) with respect to a Purchaser Superior Proposal in accordance with Section 5.1(c5.2(e)) or (E) , provided that concurrently with such termination, the Company or Purchaser pays the Exeter Board publicly proposes or announces its intention Purchaser Termination Fee payable pursuant to do any of the foregoingSection 5.3; (iiiii) the Company breaches Section 5.1 in a any material respect; (iiiiv) subject to compliance with Section 6.3, the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, in each case in any material respect, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that any wilful breach shall be deemed incapable of being cured and the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (v) a Material Adverse Effect with respect to has occurred after the Company has occurred; (iv) any condition date of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Timeis continuing.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time Time, if: (i) either the Company Board or any committee thereof: (A) the Exeter Board fails to publicly make a recommendation that the Board Recommendation Affected Securityholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.5(f)(iii) and Section 5.1(i); (B) or fails to reaffirm its recommendation that the Affected Securityholders vote in favour of the Arrangement Resolution by the fifth Business Day following receipt of a request by the Purchaser to do so (and if the Company or Meeting is scheduled to occur within such five Business Day period, then prior to the Exeter Board, or any committee thereof, date of the Company Meeting); (C) withdraws, modifies, qualifies or changes in a manner adverse to the Purchaserchanges, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Arrangement; (it being understood that publicly taking D) takes no position or a remains neutral position by the Company and/or the Exeter Board with respect to an any publicly announced or otherwise publicly disclosed Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed (or, if the Company Meeting is scheduled to constitute occur within such a withdrawalthree Business Day period, modification, qualification or change), (B) then prior to the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end date of the third Business Day following receipt of such request and (y) the Expiry Date Company Meeting); (each of the foregoing a “Change of Recommendation”), (CE) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal; or (F) publicly proposes or announces its intention to do any of the foregoing; provided, however, that any announcement by the Company required by applicable Securities Laws prior to the expiry of any Superior Proposal Notice Period of the receipt by the Company of an Acquisition Proposal that is a Superior Proposal will not permit the Purchaser to terminate this Agreement; (Dii) the Company Company: (A) enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c5.1(e)); or (B) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do materially breaches any of the foregoing; (ii) the Company breaches its material obligations or material covenants set forth in Section 5.1 in a material respect5.1; (iii) a Material Adverse Effect subject to compliance with respect to Section 6.3, the Company has occurred;breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the a Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on has occurred and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Timeis continuing.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: (i) either (A) the Exeter Board of Directors fails to publicly make a recommendation that the Board Recommendation as contemplated Shareholders vote in Section 2.1 and Section 5.1(i) favour of the Arrangement Resolution or the Company or the Exeter Board, or any committee thereof, withdraws, modifies, changes or qualifies or changes in a manner adverse to the Purchaser, the Purchaser or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, transactions contemplated herein its approval or recommendation of the Offer and this Agreement (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change)Arrangement Resolution, (B) the Purchaser requests that the Exeter Board of Directors reaffirm its Board Recommendation recommendation that the Shareholders vote in favour of the Arrangement Resolution and the Exeter Board of Directors shall not have done so by the earlier of (x) the end of the third within six Business Day Days following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”)request, (C) the Company and/or the Exeter Board, or any committee thereof, Board of Directors accepts, approves, endorses or recommends any Acquisition ProposalProposal (other than a proposal from the Purchaser or its affiliates), (D) the Company enters into an Acquisition Agreement agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by with the Purchaser or its affiliates (with the exception of a confidentiality and standstill agreement described in Section 5.1(c7.2)) , or (E) the Company or the Exeter Board of Directors publicly proposes or announces its intention to do any of the foregoing (each of the foregoing, a “Change of Recommendation”); (ii) the Company breaches Section 5.1 in a material respect7.1(a) or Section 2.2(c); (iii) a Material Adverse Effect subject to compliance with respect to Section 8.4, the Company has occurred;breaches any of its representations or warranties contained in this Agreement, which breach would cause any of the conditions set forth in Section 9.1 or Section 9.3 not to be satisfied, provided, however, that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 9.1 or Section 9.2 not to be satisfied; or (iv) subject to compliance with Section 8.4, the Company breaches any condition of its covenants or agreements contained in this Agreement, which breach would cause any of the Offer as specified conditions set forth in Schedule A shall Section 9.1 or Section 9.3 not have been satisfied or waived at to be satisfied, provided, however, that the Expiry Time; (v) the Company shall have failed to comply Purchaser is not then in all material respects with its obligations, covenants and agreements in breach of this Agreement so as to cause any of the conditions set forth in Section 9.1 or Section 9.2 not to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Timesatisfied.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time ifTime: a. by written notice to the Company, if any of the conditions in Section 6.2 have not been satisfied as at the Effective Date and the Purchaser has not waived such condition at or prior to Closing; b. by written notice to the Company, if there has been a material violation or material breach by any of the Company, Opco or any Significant Selling Securityholder of any covenant, representation and warranty or other agreement contained in the Agreement such that any condition specified in Section 6.2 would be incapable of being satisfied or performed by the Effective Date, and such violation or breach is not waived by the Purchaser or, in the case of a covenant breach, cured by the Company or any Significant Selling Securityholder within ten days after written notice thereof by the Purchaser; c. if there has occurred a Company Material Adverse Effect; d. by written notice to the Company, if either of the Meetings is cancelled by the Company or Opco in breach of Section 2.3; e. by written notice to the Company: (i) either (A) the Exeter Board fails to publicly make the Board Recommendation as contemplated in Section 2.1 and Section 5.1(i) or if the Company Board shall have withdrawn or the Exeter Board, or any committee thereof, withdraws, modifies, qualifies or changes modified in a manner adverse to the Purchaser, Purchaser its approval or publicly proposes to withdraw, modify, qualify recommendation of the Company Arrangement; or change (ii) if the Opco Board shall have withdrawn or modified in a manner adverse to the Purchaser, Purchaser its approval or recommendation of the Offer and this Agreement (it being understood that publicly taking no position Opco Arrangement; f. if there has been a default, event of default or a neutral position breach, as notified in writing by the Company and/or or its Subsidiaries or the Exeter Board with respect lender, under any credit or loan agreement to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) which the Company or its Subsidiaries is a party or is bound by, including the Exeter Board publicly proposes Refinanced Debt Documents and the NELI Loans, the effect of which default, event of default or announces its intention breach is to do any cause Indebtedness of the foregoing; (ii) the Company breaches Section 5.1 or its Subsidiaries thereunder in a material respect; (iii) principal amount greater than $5 million in the aggregate to accelerate or become due prior to its stated maturity or which default, event of default or breach would result in a Company Material Adverse Effect with respect to the Company has occurred; (iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied withEffect; or g. if there has been a failure by NELI to provide any Interim Funding Amount, and such failure is not cured within two (vi2) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer Business Days prior to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry TimeClosing.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time Time, if: (i) either (A) the Exeter Company Board or any committee thereof fails to publicly make a recommendation that the Board Recommendation Company Securityholders vote in favour of the Arrangement Resolution as contemplated in Section 2.1 2.2(d), Section 2.5(d) and Section 5.1(i) or the Company or the Exeter Company Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the PurchaserPurchaser the Company Board Recommendation, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Company Board with respect to an Acquisition Proposal for a period exceeding three Business Days five calendar days after an Acquisition Proposal has been publicly announced (or beyond the date which is one day prior to the Company Meeting, if sooner) shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Company Board reaffirm its Board Recommendation recommendation that the Company Securityholders vote in favour of the Arrangement Resolution and the Exeter Company Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”)Company Meeting, or (C) the Company and/or the Exeter Company Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition ProposalProposal or proposes publicly to accept, (D) the Company enters into an Acquisition Agreement in respect of approve, endorse or recommend any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any each of the foregoingforegoing a “Change of Recommendation”); (ii) the Company breaches Section 5.1 in a any material respect; (iii) subject to compliance with Section 6.3, the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied and such breach is incapable of being cured or is not cured in accordance with the terms of Section 6.3, provided, however, that any wilful breach shall be deemed incapable of being cured and the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (iv) a Material Adverse Effect has occurred with respect to the Company has occurred; (iv) any condition after the date of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time; (v) the Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry TimeAgreement.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: (i) either (A) the Exeter Company Board fails to publicly make a recommendation that the Board Recommendation Company Shareholders vote in favour of the Amalgamation Resolution as contemplated in Section 2.1 and Section 5.1(i) herein or the Company or the Exeter Company Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, Purchaser its approval or recommendation of the Offer and this Agreement Business Combination (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Company Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal or proposes publicly to accept, approve, endorse or recommend any Acquisition Proposal, (DC) the Purchaser requests that the Company Board reaffirm its recommendation that the Company Shareholders vote in favour of the Amalgamation Resolution and the Company Board shall not have done so by the earlier of (x) the third Business Day following receipt of such request and (y) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoingMeeting; (ii) the Company breaches Section 5.1 in a material respect7.07 [Acquisition Proposals]; (iii) a Material Adverse Effect with respect to if the Company has occurredbreaches Section 3.06(a)(i); (iv) subject to compliance with Section 9.01(e), the Company breaches any condition of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the Offer conditions set forth in Section 8.01 or Section 8.02 not to be satisfied, provided, however, that the Purchaser is not then in breach of this Agreement so as specified to cause any of the conditions set forth in Schedule A shall Section 8.01 or Section 8.03 not have been satisfied or waived at the Expiry Time;to be satisfied; or (v) the a Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or (vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as has occurred that is incapable of being cured on or before the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances expressly permitted by this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry TimeOutside Date.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if: Closing Date by the Purchaser if (ia) either (A) the Exeter Board fails there has been a breach by any Seller of any representation or warranty contained in this Agreement that is qualified as to publicly make the Board Recommendation as contemplated in Section 2.1 materiality or a material breach of any representation and Section 5.1(i) or the Company or the Exeter Boardwarranty that is not so qualified, which breach is not curable, or any committee thereofif curable, withdraws, modifies, qualifies or changes in a manner adverse is not cured within thirty (30) days after notice of such breach is given by the Purchaser to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement Sellers; (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal b) there has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier material breach of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoing; covenants or agreements set forth in this Agreement on the part of any Seller, which breach is not curable or, if curable, is not cured within thirty (ii30) days after written notice of such breach is given by the Purchaser to the Sellers; (c) the Company breaches Section 5.1 in a material respect; (iii) a Material Adverse Effect with respect to the Company has occurred; (iv) any condition of the Offer as specified in Schedule A Sale Order shall not have been satisfied entered by the Bankruptcy Court on or waived at before September 15, 2000 in substantially the Expiry Time; form contemplated by this Agreement; (vd) the Company aggregate sum of the Cure Amounts (including any Pre-Closing Cure Amounts required to be paid to Sellers as an increase in purchase price pursuant to Section 1.3(a)(ii)), the Customer Credit Amounts, the HLHZ Payment Obligations, plus the Post- Petition Administrative Expenses (such aggregate sum, the "Actual Assumed Expenses") exceeds $50,000,000 (collectively, the "Cap") and the Sellers shall not have failed agreed to comply in all material respects with its obligations, covenants and agreements in amend this Agreement to be performed and complied withreduce the Purchase Price by such excess; or (vie) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties Sellers shall not have been true executed and correct as delivered a completed and amended Seller Disclosure Letter to Purchaser by the close of business September 11, 2000, together with a notice indicating that datesuch letter is being delivered pursuant to this Section 8.4(e); or (f) except (i) as affected by transactionsthe open of business on September 14, changes2000, conditions, events or circumstances expressly permitted by Purchaser shall notify GST in writing that it is not satisfied with such completed Seller Disclosure Letter and is terminating this Agreement or (ii) for breaches of representations and warranties (other than those contained in Sections 3.1(g) (Capitalizationpursuant to this Section 8.4(f), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties)) which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, it being understood that the representations and warranties made by the Company in Sections 3.1(g) (Capitalization), 3.1(q) (Litigation) and 3.1(t) (Interest in Properties) must be accurate in all respects when made and as of the Expiry Time.