Extract to table

• December 10, 2024: SPA Outside Date; expiration of the financing commitment; date by which closing must occur or the SPA terminates by its terms

The relevant provision states that fees are "irrevocably earned and non-refundable upon accrual," and that no event, circumstance, or condition shall give rise to a right of refund, return, or credit (except as specifically provided in the fee credit provision discussed in Section V

The non-refundable fees compensate the Lenders for the risk and opportunity cost of maintaining this commitment, including the capital they must set aside, the credit exposure they accept, and the forgone opportunity to deploy these resources elsewhere

This structural linkage means that Penterra cannot avoid or limit its fee exposure under the Fee Letter by terminating the Commitment Letter alone; it must terminate the underlying Acquisition in order to stop the accrual of fees