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.

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.

Inventory and Open Purchase Orders. Within fifteen (15) Business Days after the Closing, the Seller shall deliver to the Purchaser a materially accurate # breakdown of the Inventory as of the Closing Date and # list of open purchase orders forming part of the Seller Contracts and Shared Contracts.

Adjustments for Incomplete Purchase Orders. If a purchase order is subsequently determined to be an Incomplete PO, any PO Advances previously paid with respect to such Incomplete PO will be deducted from the Participant’s future PO Advances (if applicable), Earned Commissions or other wages of the Participant. Further, additional disciplinary actions may be taken up to and including dismissal and any Participant who is no longer employed by the Company agrees to reimburse the Company for any PO Advances previously paid with respect to such Incomplete PO within thirty (30) days after leaving Company employment or, if later, thirty (30) days after the date written notification of the existence of such Incomplete PO is received from the Company. In addition, the Company may utilize the court system to seek the recovery of any Earned Commissions paid with respect to an Incomplete PO.

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.

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.

Proceedings; Orders. There are no Proceedings pending or, to the Knowledge of the Seller, threatened, # against the Business or the Seller and any Seller Affiliate with respect to the Business or # that seeks to prevent, hinder, modify or delay the transactions contemplated hereby. No

Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.