Conversion Procedure. Before Holder shall be entitled to convert the Conversion Amount then outstanding under this Note into shares of Common Stock, Holder shall surrender this Note at the office of this [[Loan Agreement:Organization]], and shall give written notice (a form of which is attached to this Note, the “Conversion Notice”) to [[Loan Agreement:Organization]] at its principal corporate office, of the election to convert the same and shall state therein the total Conversion Amount. [[Loan Agreement:Organization]] shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless # Holder executes and delivers to [[Loan Agreement:Organization]] the Conversion Notice for the converted shares and # this Note is delivered to [[Loan Agreement:Organization]]. [[Loan Agreement:Organization]] shall, as soon as practicable after such delivery, issue and deliver certificates (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to [[Loan Agreement:Organization]] and required by this Note and the Loan Agreement), representing the number of fully paid and non-assessable shares of the Common Stock into which the Conversion Amount will be converted in accordance with the provisions herein, and a new promissory note having like tenor as this Note for the principal amount and interest then outstanding under this Note that are not being so converted. Any conversion pursuant to this [Section 8] shall be deemed to have been made immediately prior to the close of business on the date of [[Loan Agreement:Organization]]’s receipt of the Conversion Notice, so that the rights of Holder under this Note to the extent of the Conversion Amount shall cease at such time and Holder shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

Conversion Right. Subject to the provisions of Section 3(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion Price (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection with the issuance of shares of the Company’s Common Stock to the Holder arising out of or relating to the conversion of this 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.

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.

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.

Optional Conversion. At any time during the period beginning on August 18, 2022 and ending on August 17, 2024, the entire Principal Balance and all accrued and unpaid interest then outstanding under this Note shall, at the option of the Holder, be convertible (in whole, not in part) into Conversion Shares at the Conversion Price. The Holder shall effect such conversion by providing the Company a conversion notice. Such conversion notice shall specify the entire Principal Balance and accrued but unpaid interest to be converted, the effective Conversion Price, and the effective date of conversion.

Voluntary Conversion. Upon a Voluntary Conversion, the number of shares of Common Stock issued to each Conversion Right Holder who has delivered a

Mandatory Conversion. Upon a Mandatory Conversion, the number of shares of Common Stock issued to each Conversion Right Holder shall equal # the total amount of such Conversion Right Holder’s Associated Debt, divided by # the Conversion Price.