Extract to table

2 specifically addresses the conditions that must be satisfied (or waived by the Buyer) for Penterra to be obligated to close the Transaction

Its operative effect is that the Sellers' representations and warranties, which were made as of the signing date of June 10, 2024, must also be true and correct as of the Closing Date, as though remade on such date

2(b) of the SPA provides: "Since the date of this Agreement, there shall not have occurred any Material Adverse Effect

1(d) shall not be available to Buyer if Buyer is then in material breach of any of its representations, warranties, covenants or agreements hereunder

2(a), this representation must be true as of the Closing Date, and it plainly will not be true at any point while the partial clinical hold remains in effect

The hold is a binding regulatory directive with which the Company must comply