#​ shall not directly or indirectly, without the prior written consent of ​ and all Governmental Authorities (to the extent required by law):

Payment for Change Orders. In connection with any Change Order, the Parties shall consider, negotiate and mutually agree to adjustments in the Payment Milestone Schedule in a timely manner and this Contract shall be amended in accordance with [Article 28.0], Amendments. If the Parties do not so agree, payments for Change Orders shall be made in the same manner as for ​.

Stop Work Change Orders. The Contractor acknowledges that it may be necessary or desirable for Customer to stop Work to allow time to design improvements in functionality and performance compared to the initial or then in effect specifications, as contemplated by the Statement of Work and [Article 12.5.1], and that Work may also be stopped by Customer for other reasons. In the case of a stop Work direction, the Contractor shall stop Work immediately to the extent specified by Customer. In the event of a stop Work order, the Contractor shall use commercially reasonable efforts to mitigate costs (taking into account the expectation that Work may need to stop during the production phase) and shall cooperate in good faith with Customer in connection with actions taken by the Contractor with respect to its Subcontractors. The Contractor shall use commercially reasonable efforts to require its Major Subcontractors to agree to a stop Work provision that contemplates the possibility of Customer stopping Work to allow time to design improvements in functionality and performance or for other reasons, that minimizes the Contractor’s actual costs and that is consistent with the terms of this [Article 16.0]. In the event Customer directs a stop Work, all payments due the Contractor with respect to the Work that has been stopped (except for payments due and payable for Work performed prior to the date of the stop Work order and Work associated with implementing the stop Work order) shall be tolled and shall not accrue for the duration of the stop Work order. If after issuing a stop Work order, Customer directs the Contractor to resume Work, the Delivery Schedule, Contract Price ​ and affected terms of this Contract shall be equitably adjusted due to such Work stoppage pursuant to this [Article 16.0], including for downtime costs.

Stop Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in writing: # of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus or for any additional information; # of the Company’s receipt of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, or of the suspension of qualification of the Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; # of the Company becoming aware of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus untrue or which requires the making of any additions to or changes to the statements then made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in order to state a material fact required by the 1933 Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or of the necessity to amend the Registration Statement or supplement the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other law or # if at any time following the date hereof the Registration Statement is not effective or is not otherwise available for the issuance of the Securities or any Prospectus contained therein is not available for use for any other reason. Thereafter, the Company shall promptly notify such holders when the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective and available for the issuance of the Securities. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use best efforts to obtain the withdrawal of such order at the earliest possible time.

Purchase Orders. By no later than August 31, 2024, the Company # shall cause the ELN-02 Project Company to enter into purchase orders for the delivery of back-up generators sufficient for “Building A” (100 MW) of the ELN-02 Project, which purchase orders shall permit collateral assignment to the ​ and shall be subject to the Lien of the ​ pursuant to the Security Documents in a manner satisfactory to the ​, and # shall provide full, correct and complete copies of such purchase orders to the ​. Promptly after executing such purchase orders, the Company shall deliver an updated [Annex F] of the Note to the ​ that includes such purchase orders.

Work Orders. Graphite and WuXi ATU must complete and execute a Work Order before Services are provided. Each Work Order will include information relating to the specific Services and shall describe in detail, at a minimum, # a description of the specific Services to be provided by WuXi ATU (and, if applicable, any responsibilities of Graphite relating to such Services); # the fees and expenses applicable to the Services; # the Deliverables to be provided by WuXi ATU. Where applicable, each Work Order may also set forth # an estimated schedule and/or timeline for performance of the Services, # a list of any Permitted Subcontractors that may perform any of the Services on behalf of WuXi ATU, # any Graphite Materials or Graphite Equipment to be provided to WuXi ATU by Graphite, # any Specifications for the Services, # the Project Manages for Graphite and WuXi ATU for the Work Order, and # any other matters deemed

There is no Proceeding (whether federal, provincial, local or foreign) pending or, to the knowledge of [[Organization B:Organization]], threatened or appealable against or affecting [[Organization B:Organization]] or any of its properties, assets, business or employees. To the knowledge of [[Organization B:Organization]], there is no fact that might result in or form the basis for any such Proceeding. [[Organization B:Organization]] is not subject to any Orders and has not received any written opinion or memorandum or legal advice from their legal counsel to the effect that [[Organization B:Organization]] is exposed, from a legal standpoint, to any liability which would be material to its business. [[Organization B:Organization]] is not engaged in any legal action to recover monies due it or for damages sustained by any of them.

Purchase Orders. [[Organization B:Organization]] shall furnish to [[Organization A:Organization]] a purchase order in the form of [Exhibit 2.1] attached hereto (each, a "Purchase Order") for the quantity of the Products which [[Organization B:Organization]] shall purchase, and [[Organization A:Organization]] shall deliver in accordance with the Purchase Order and this Agreement. [[Organization A:Organization]] shall acknowledge receipt of such Purchase Order and acceptance thereof as soon as practicable after [[Organization A:Organization]] receives a Purchase Order. The [[Organization A:Organization]] retains the right to accept or reject any Purchase Order at its sole discretion. Upon acceptance by [[Organization A:Organization]], each such Purchase Order shall be binding on all parties. Each such Purchase Order shall designate the quantity of the Products ordered and payment terms. In the event of a conflict between this Agreement and a Purchase Order, this Agreement governs.

Purchase Orders. Supplier shall deliver Hemp Extracts in accordance with the quantities, delivery dates, and delivery location specified in written and signed purchase orders delivered by Buyer or its affiliates ("Purchase Orders"). Supplier shall use commercially reasonable efforts to deliver Hemp Extracts to Buyer based upon the delivery dates set forth in any Purchase Order. Buyer shall have the right to cancel any unshipped portion of a Purchase Order, in whole or in part, at any time until shipment, in which event Buyer shall be liable to Supplier for the actual amount of Supplier's reasonable costs incurred in contemplation of performance of the canceled portion, less any amount saved by Supplier as a result of such cancellation.

Statutes; Court Orders. No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Closing; there shall be no Order of a court of competent jurisdiction in effect precluding consummation of the Closing; provided, that the Parties shall use their commercially reasonable efforts to have any such Order vacated or lifted; and there shall not be pending any Action by any Governmental Entity seeking to restrain or prohibit the consummation of the Closing or the performance of any of the other Transactions; and