Administrative Agent May Advance Funds. Unless the Administrative Agent shall have received notice from a [[Organization B:Organization]] that any related Investor will not make its share of any Investment available on the applicable Investment Date therefor, the Administrative Agent may (but shall have no obligation to) make any such Investor’s share of any such Investment available to the SPV in anticipation of the receipt by the Administrative Agent of such amount from the applicable Investor. To the extent any such Investor or [[Organization B:Organization]] on behalf of such Investor fails to remit any such amount to the Administrative Agent after any such advance by the Administrative Agent on such Investment Date, such Investor, on the one hand, and the SPV, on the other hand, shall be required to pay such amount to the Administrative Agent for its own account, together with interest thereon at a per annum rate equal to the Federal Funds Rate, in the case of such Investor, or the Base Rate, in the case of the SPV, to the Administrative Agent upon its demand therefor (provided that a Conduit Investor shall have no obligation to pay such interest amounts except to the extent that it shall have sufficient funds to pay the face amount of its Commercial Paper in full). Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by the Administrative Agent and the Administrative Agent shall be deemed to be the owner of an interest in the Asset Interest hereunder to the extent of such Investment. Upon the payment of such amount to the Administrative Agent # by the SPV, the amount of the aggregate Net Investment shall be reduced by such amount or # by such Investor, such payment shall constitute such Investor’s payment of its share of the applicable Investment.

Agreement to Advance Expenses; Undertaking. The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within ten (10) calendar days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. To the extent required by Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of Indemnitee.

make substantial adjustment to its business model, marketing strategies, operation policies or client relations; or

o Develop strategic positioning of financing and company to pivot to a B to B model

If Buyer’s Annual Purchase Forecast equals the Planned Capacity or exceeds the Planned Capacity [...​...] for the following calendar year will be determined in accordance with the Bill of Materials for such blade model for such production year and the Full Capacity Prices. If Buyer’s Annual Purchase Forecast is less than the Planned Capacity [...​...] for the following calendar year will be determined in accordance with the Bill of Materials for such blade model for such production year [...​...]. If Buyer’s Annual Purchase Forecast is [...​...] for the following calendar year will be determined in accordance with the Bill of Materials for such blade model for such production year and [...​...].

(​)mailto:. For any intragroup transfers of Data outside the EEA or the UK, the transfer will be under the European Commission’s model contracts for the transfer of personal data to third countries (i.e., the standard contractual clauses) (the “Model Clauses”), or any equivalent contracts issued by the relevant competent authority of the UK (as applicable), unless the data transfer is to a country that has been determined by the European Commission or the relevant UK authorities (as applicable) to provide an adequate level of protection for individuals’ rights and freedoms for their personal data. Please contact the ​ Privacy Office (​) should you wish to receive a copy of the relevant Model Clauses.

The fair value of each RSU is estimated on the date of grant using the Black-Scholes-Merton model with the following assumptions:

· Model high standards of leadership, integrity, teamwork, and communication as a member of the executive team while embracing the values and culture of the Bank.

Minimum Amount of Each Revolving Advance. Each Revolving Advance (other than a Revolving Advance of Revolving Loans to repay a Reimbursement Obligation) shall be in a minimum amount of $5,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) and in multiples of $1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other than Dollars) if in excess thereof; provided, however, that any Floating Rate Advance may be in the Dollar Amount of the unused total Revolving Loan Commitment in respect of the applicable Class.

For purposes of this Section II, “Black-Scholes Value” means the per share fair value of the Initial Award or Subsequent Award, as applicable, determined as of the applicable date of grant of such Initial Award or Subsequent Award using the Black-Scholes pricing model using as inputs into such model # the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the applicable date of grant and # such other assumptions as determined by the Company’s principal accounting officer on or before such date of grant.