Contract analysis

Section 1: Authority and Authorization 1.1. The undersigned, Anita M. Fremont, Esq., is the duly appointed, qualified, and acting General Counsel of Penterra Pharmaceuticals Corp. and holds the title of Senior Vice President, Legal Affairs and General Counsel. The undersigned is authorized to execute and deliver this Certificate on behalf of the Company, and no other consent, approval, or action of any person or enti

Section 2: Representations and Warranties 2.1. Each of the representations and warranties made by Penterra in the License Agreement, including without limitation those set forth in Article 10 of the License Agreement, is true and correct in all material respects as of the date of execution of the License Agreement (October 2, 2023) and as of the Effective Date (October 20, 2023), as though each such representation an

Section 3: Performance of Covenants 3.1. The undersigned hereby certifies that Penterra has performed and complied with, in all material respects, all of the covenants, agreements, conditions, and obligations required to be performed or complied with by it under the License Agreement on or prior to the Effective Date, including without limitation all deliveries and actions required to be taken by Penterra as conditio

Section 4: No Material Adverse Change 4.1. The undersigned hereby certifies that, since the date of execution of the License Agreement (October 2, 2023) through and including the Effective Date (October 20, 2023), no Material Adverse Change (as such term is defined in Section 1.1 of the License Agreement) has occurred with respect to Penterra, the Licensed IP, or the Licensed Products. Without limiting the generality

Section 5: Closing Conditions 5.1. The undersigned hereby certifies that all conditions precedent to the obligations of Penterra to consummate the Closing under the License Agreement, as set forth in Article 9 thereof, have been satisfied or duly waived as of the Effective Date, October 20, 2023, including without limitation the following: (a) HSR Act. Penterra has confirmed, based on the advice of its outside counse

Section 6: Transaction Summary Confirmation 6.1. The undersigned confirms that the License Agreement provides for total potential consideration payable by Meridian to Penterra of up to One Hundred Twenty Million U.S. Dollars ($120,000,000.00), consisting of the following components: (a) Upfront Payment: An upfront, non-refundable, non-creditable cash payment of Eighteen Million U.S. Dollars ($18,000,000.00), which wa

Section 7: Reliance 7.1. This Certificate is being delivered by the undersigned to Meridian Bio Therapeutics Limited in satisfaction of the condition precedent set forth in Section 9.2(a)(iii) of the License Agreement, which requires the delivery by Penterra to Meridian of an officer's certificate of Penterra, certifying as to the matters set forth in Sections 1 through 6 above, as a condition to Meridian's obligatio