Conversion. Holder shall have the right to convert, at any time during the Conversion Period, all or any portion of the principal amount, together with any unpaid and accrued interest, then outstanding under this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to the Conversion Price (as defined below). The number of shares of Common Stock into which such principal and interest then outstanding under this Note will be converted shall be determined by dividing the amount of principal, together with all unpaid and accrued interest, then outstanding under this Note to be converted (the “Conversion Amount”) by the Conversion Price. The holder will not convert the note into a number of common shares that would exceed the number of available authorized common shares calculated as of the date of conversion as follows: the number of authorized shares of common stock less the number of issued and outstanding shares of common stock less the number of shares of common stock issuable under all other outstanding convertible instruments of the [[Loan Agreement:Organization]].

Conversion. Vested RSUs shall convert into Shares on the Vesting Date or as soon as reasonably practicable, but in no event later than 30 days thereafter.

Conversion. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Payee, into warrants (“Warrants”) of the Maker at a price of $1.50 per Warrant, each Warrant being identical to the “private placement warrant” (as defined in Maker’s final prospectus dated October 26, 2020 in connection with the Maker’s initial public offering of units (the “IPO”)). As promptly after notice by Payee to Maker to convert the principal balance of this Note, which must be made at least 24 hours prior to the consummation of the Business Combination, as reasonably practicable and after Payee’s surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, in book-entry form or a certificate or certificates (issued in the name(s) requested by Payee) for the number of Warrants of Maker issuable upon the conversion of this Note.

Conversion. In the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts # that the Company is at the time or thereafter becomes required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Foreign Currency Letter of Credit (other than amounts in respect of which the Company has provided letter of credit cover, or deposited cash collateral, pursuant to paragraph # above, if such letter of credit was issued, or cash collateral was deposited, in the applicable Foreign Currency to the extent so deposited or applied), # that the Lenders are at the time or thereafter become required to pay to the Administrative Agent and the Administrative Agent is at the time or thereafter becomes required to distribute to any Issuing Bank pursuant to paragraph # of this Section in respect of unreimbursed LC Disbursements made under any Foreign Currency Letter of Credit and # of each Lender’s participation in any Foreign Currency Letter of Credit under which an LC Disbursement has been made shall, automatically and with no further action required, be converted into the Dollar Amount thereof, calculated on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any Lender in respect of the obligations described in this paragraph shall accrue and be payable in Dollars at the rates otherwise applicable hereunder.

Conversion. At any time after the Initial Issuance Date, each Series B Preferred Share shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock (as defined below) (the “Conversion Shares”), on the terms and conditions set forth in this Section 4.

Conversion Price. Subject to [Section 8(c)], the “Conversion Price” shall be equal to twenty per cent (20%) of the Average Closing Price as reported by the principal trading exchange on which the [[Loan Agreement:Organization]]’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note.

Currency Conversion. If any currency conversion shall be required in connection with the calculation of amounts payable hereunder, such conversion shall be made using the buying rate for conversion of the foreign currency into U.S. dollars, quoted for current transactions reported by Bank of America, or its successor, for the last business day of the calendar quarter to which such payment pertains.

Line Conversion. In connection with any conversion of ​ production lines between production of ​, the Parties shall ​ the following​ in connection with ​ which may include a ​; and ​. Tesla shall ​, except to the extent expressly provided herein or agreed in writing by both Parties prior to the conversion. Without limiting anything to the contrary herein, the Parties will discuss in good faith if Tesla requests that Seller convert ​ to a ​ from the production of ​, and Seller will ​ except as agreed in writing by both Parties.

Optional Conversion. At the option of Payee, at any time on or prior to the Maturity Date, any unpaid principal amount outstanding under this Note (or any portion thereof) up to $1,200,000 in the aggregate may be converted into whole warrants of Maker to purchase Class A ordinary shares of Maker (“Warrants”) at a conversion price (the “Conversion Price”) equal to $1.00 per Warrant. If Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to the warrants issued to Payee pursuant to the Sponsor Warrants Purchase Agreement, dated as of October 27, 2021, by and between Payee and Maker, in connection with Maker’s initial public offering that was consummated on November 1, 2021 (the “Private Placement Warrants”), including that each Warrant will entitle the holder thereof to purchase one Class A ordinary share of Maker at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Before this Note may be converted under this Section 6(a), Payee shall surrender this Note, duly endorsed, to Maker and shall state therein the amount of the unpaid principal balance of this Note to be converted and the name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with Maker’s transfer agent); provided that such principal amount is no greater than $1,200,000. To the extent that this Note is not converted and/or repaid in full, a replacement Note shall be issued to Payee reflecting the remaining unpaid principal amount not so converted and/or repaid. The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a restrictive legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and Class A ordinary shares of Maker issuable upon exercise of the Warrants shall each constitute a “Registrable Security” pursuant to that certain Registration Rights Agreement, dated as of October 27, 2021, by and among Maker, Payee and the other parties thereto.

Currency Conversion. If for the purpose of obtaining or enforcing a judgment in any court in any country it becomes necessary to convert into any other currency (the “judgment currency”) an amount due in Dollars under any Transaction Document then the conversion shall be made, in the discretion of the Administrative Agent, at the rate of exchange prevailing either on the date of default or on the day before the day on which the judgment is given or the order for enforcement is made, as the case may be (the “conversion date”), provided that the Administrative Agent shall not be entitled to recover under this section any amount in the judgment currency which exceeds at the conversion date the amount in Dollars, as applicable, due under any Transaction Document.