No Orders or Injunctions. No order, judgment, injunction, or decree issued by a governmental authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement or the other Transaction Documents shall be in effect and no law shall have been enacted, issued, promulgated, enforced, or entered into by any governmental authority that enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.

No Injunctions. No Governmental Entity of competent authority and jurisdiction shall have issued an Order or enacted a Law that remains in effect that prohibits or makes illegal the consummation of the transactions contemplated hereby (collectively, the “Legal Restraints”).

SECTION # Conditions to Obligations of JKDG. The obligation of JKDG to effect the Acquisition is further subject to satisfaction or waiver of the following conditions:

No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Acquisition shall be in effect.

Stop Orders. ​ shall advise ​ promptly (but in no event later than 24 hours) and shall confirm such advice in writing: # of ​’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration Statement, the Prospectus, any Prospectus Supplement or for any additional information with respect thereto; # of ​’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 ​’s receipt of any notification of the suspension of qualification of the Purchase Shares for offering or sale in any jurisdiction or the initiation or contemplated initiation of any proceeding for such purpose; and # of ​ 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 Prospectus Supplement 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 Prospectus Supplement in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, 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 Prospectus Supplement to comply with the Securities Act or any other law. ​ shall not be required to disclose to ​ the substance or specific reasons of any of the events set forth in [clauses (i) through (iii)] of the immediately preceding sentence, but rather, shall only be required to disclose that the event has occurred. ​ shall not deliver to ​ any Put Notice, and ​ shall not be obligated to purchase any shares of Common Stock under this Agreement, during the continuation or pendency of any of the foregoing events. 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, ​ shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest possible time. ​ shall furnish to ​, without charge, a copy of any correspondence from the SEC or the staff of the SEC to ​ or its representatives relating to the Registration Statement or the Prospectus, as the case may be.

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.

Proceedings; Orders. (i) No Action or Proceeding shall be pending or threatened before any Governmental or Regulatory Authority in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the transactions contemplated by the Transaction Documents; and # no investigation that could result in any such Action or Proceeding shall be pending or threatened; and # no such injunction, judgment, order or decree has been entered and not subsequently dismissed or discharged with prejudice.

7.1outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting the Seller;

. Comply in all respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, other than such orders, writs, injunctions and decrees as to which an appeal has been timely and properly taken in good faith, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Governmental Requirements means all laws, rules, regulations, ordinances, judgments, decrees, codes, orders, injunctions, notices and demand letters of any Governmental Authority.