Exhibit 4.31


 


Credit Suisse Capital
LLC


c/o Credit Suisse Securities
(USA) LLC


Eleven Madison Avenue


New York, NY 10010


 


January
30, 2019


 


NIO Inc. (“Counterparty”)


Building 20, No. 56 AnTuo Road,
Jiading District


Shanghai, 201804


People’s Republic of China


Attention: Louis T. Hsieh, Chief
Financial Officer


Telephone No.: +86 (21) 6908
3306


Facsimile No.:+86 (21) 3913
0192


 


Call Transaction


 


The purpose
of this letter agreement (this “Confirmation”) is to confirm the
terms and conditions of the call option transaction entered
into between Credit Suisse Capital LLC (“Dealer”) and Counterparty
as of the Trade Date specified below (the “Transaction”). This
Confirmation constitutes a “Confirmation” as referred
to in the ISDA Master Agreement specified below. This Confirmation shall
replace any previous agreements and serve as the final
documentation for the Transaction.


 


The definitions
and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the
“Equity Definitions”), as published by
the International Swaps and Derivatives Association, Inc.
(“ISDA”) are incorporated into this Confirmation. The Transaction
constitutes a Share Option Transaction
for purposes of the Equity Definitions.
In the event of any inconsistency
between the Equity Definitions and this Confirmation,
this Confirmation will govern. For the avoidance of doubt, references herein
to sections of the Purchase Agreement (the “Purchase Agreement”),
to be dated on or around January 30, 2019, among
Counterparty and Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia)
L.L.C., J.P. Morgan Securities LLC and
Morgan Stanley & Co. LLC (the “Initial Purchasers”) are based
on the draft of the Purchase Agreement
most recently reviewed by the
parties at the time of execution of this Confirmation.
Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated January 30, 2019
(the “Offering Memorandum”) relating to the 4.50% Convertible Senior Notes due 2024 (as originally issued by
Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible
Note”) issued by Counterparty in an aggregate initial principal amount of USD650,000,000 (as increased by up to an aggregate
principal amount of USD100,000,000 if and to the extent that the Initial Purchasers (as defined herein) exercise their option
to purchase additional Convertible Notes pursuant to the Purchase Agreement (as defined herein)) pursuant to an Indenture.


 


Each party
is hereby advised, and each such party acknowledges, that the other
party has engaged in, or refrained
from engaging in, substantial financial
transactions and has taken other material actions
in reliance upon the parties’
entry into the Transaction to which
this Confirmation relates on the terms and
conditions set forth below.


 


1.     This
Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to
which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form
of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement
in such form (but without any Schedule except for (a) the election of the laws of
the State of New York as the governing law (without reference to choice of law doctrine) and (b)
the agreement of the parties hereto that, following the payment of the Premium and the delivery to Dealer of the opinions of counsel
as required pursuant to Section 9(a), the condition precedent in Section 2(a)(iii) of the Agreement shall not apply to a payment
or delivery owing by Dealer to Counterparty (it being understood that such condition precedent will continue to apply and this
clause (b) will have no effect with respect to a Potential Event of Default, Event of Default and/or Early Termination Date arising
under, or with respect to, Section 5(a)(ii) or 5(a)(iv) of the Agreement)) on the Trade Date. In the event of any inconsistency
between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to
which this Confirmation relates. The parties hereby agree that no transaction other than the Transaction to which this Confirmation
relates shall be governed by the Agreement.


 




    	 	1	 



     


    

 


2.     The
terms of the particular Transaction
to which this Confirmation relates are as follows:


  


	General
    Terms:	 
	 	 
	Trade
    Date:	January
    30, 2019
	 	 
	Option
    Style:	European
	 	 
	Option
    Type:	Call
	 	 
	Seller:	Dealer
	 	 
	Buyer:	Counterparty
	 	 
	Shares:	The American
    Depository Shares of Counterparty
    issued or deemed issued under the Deposit Agreement (as defined below) (Exchange
    symbol: “NIO”), each of which represents as if the date hereof one
    Underlying Shares
	 	 
	Underlying
    Shares:	Initially,
    Class A ordinary shares, nominal
    value USD 0.00025 per Underlying Share,
    of Counterparty and any and
    all other securities, property and cash
    that are the subject of the Deposit Agreement (as defined
    below).
	 	 
	Underlying
    Shares Issuer:	Counterparty
	 	 
	Number
    of Options:	6,702,413. For the
    avoidance of doubt, the Number
    of Options shall be reduced by
    the number of any Options settled pursuant to Early
    Settlement (as defined below) or exercised by Counterparty.
    In no event will the Number
    of Options be less than zero.
	 	 
	Option
    Entitlement:	One.
    For the
    avoidance of doubt, the Option Entitlement
    shall be subject to adjustment from time
    to time, as described under “Method
    of Adjustment” below.
	 	 
	Number
    of Shares:	As of any date,
    the product of the Number of Options and
    the Option Entitlement.
	 	 
	Strike
    Price:	USD 0.00
	 	 
	Premium:	USD 50,000,000.


 


	Premium
    Per Option:	The
    amount equal to the Premium divided
    by the Number of Options.
	 	 
	Premium
    Payment Date:	February 4, 2019.
	 	 
	Exchange(s):	New  York
     Stock  Exchange,  or
     any  successor
     to  such
    exchange or quotation system.
	 	 
	Related
    Exchange(s):	All
    Exchanges


 




    	 	2	 



     


    

 


	Market
    Disruption Event:	The definition
        of “Market Disruption
        Event” in Section 6.3(a) of the
        Equity Definitions is hereby amended (A) by
        deleting the words “at any time
        during the one hour period that ends at the
        relevant Valuation Time, Latest Exercise Time, Knock-in Valuation
        Time or Knock-out Valuation Time, as the
        case may be” and inserting the words
        “at any time on any
        Averaging Date” after the word
        “material,” in the third line thereof, and (B) by replacing
        the words “or (iii) an Early Closure.”
        therein with “(iii) an Early Closure, or (iv)
        a Regulatory Disruption.” Section 6.3(d) of the Equity Definitions
        is hereby amended by deleting the remainder of the provision following
        the term “Scheduled Closing Time” in the
        fourth line thereof.

	 	 
	Regulatory
    Disruption:	Any event that Dealer,
    in its reasonable discretion and
    in good faith, based on the advice
    of counsel, determines makes it
    appropriate with regard to any legal,
    regulatory or self-regulatory requirements or related policies and procedures
    for Dealer, that are generally applicable in similar situations and applied in
    a non-discriminatory manner, to refrain from or decrease any market
    activity in connection with the Transaction. Dealer shall
    notify Counterparty as soon as reasonably practicable that a Regulatory Disruption has occurred
    and the Averaging Dates affected by it.
	 	 
	Disrupted
    Day:	The definition
    of “Disrupted Day” in
    Section 6.4 of the Equity Definitions shall
    be amended by adding the following
    sentence after the first sentence: “A Scheduled
    Trading Day on which a Related Exchange
    fails to open during its regular
    trading session will not be a Disrupted
    Day if the Calculation Agent
    determines, in its commercially reasonable discretion, that
    such failure will not have a material adverse impact
    on Dealer’s ability to unwind
    any related hedging transactions related to the
    Transaction.”.
	 	 
	Non-Disrupted
    Day:	An Exchange
    Business Day that is not a Disrupted Day.
	 	 
	Procedure
    for Exercise:	 
	 	 
	Expiration
    Time:	The Valuation Time
	 	 
	Expiration
    Date:	The 40th
     Non-Disrupted Day following
    the Note Maturity Date
	 	 
	Securities Maturity
        Date:

        
	February
        1, 2024 

        

	 	 
	Automatic Exercise:	Applicable


 




    	 	3	 



     


    

  


	Valuation:	 
	 	 
	Valuation
    Time:	At
    the close
    of trading on the Exchange, without
    regard to extended or after hours
    trading.
	 	 
	Valuation
    Date:	The Expiration Date,
    subject to “Early Settlement” below.
	 	 
	Averaging
    Dates:	The 40 consecutive
    Non-Disrupted Days commencing on,
    and including, the Note Maturity Date, subject to “Early Settlement”
    below.
	 	 
	Averaging
    Date Disruption:	Modified Postponement;
    provided that, notwithstanding anything to the contrary in the Equity
    Definitions and in addition to the
    provisions of Section 6.7(c)(iii) of the Equity
    Definitions, if any Averaging
    Date is a Disrupted Day, the Calculation Agent
    may, in its commercially reasonable
    discretion, assign additional dates to be Averaging
    Dates and/or make adjustments to the number
    of Options to which each
    Averaging Date relates (including
    increasing such number or reducing such
    number to zero with respect to one
    or more Averaging Dates).
	 	 
	Settlement
    Terms:	 
	 	 
	Settlement
    Currency:	USD
	 	 
	Settlement
    Method Election:	Not applicable.


 


	Restricted
    Certificated Shares:	Notwithstanding
    anything to the contrary in
    the Equity Definitions or this Confirmation, in satisfaction of
    any Share delivery obligation it may have under the
    Transaction, Dealer may, in whole
    or in part, deliver Shares in
    certificated form representing the
    Number of Shares to be Delivered to Counterparty in
    lieu of delivery through the Clearance System.
	 	 
	Physical
    Settlement:	Applicable. Except
    in the case of any Early Settlement, a relevant
    portion of the Transaction shall expire on each Averaging Date with
    respect to a number of Options
    equal to the Number of Averaging Date Options
    for such Averaging Date. On
    the Physical Settlement Delivery Date for
    such Physical Settlement, Dealer shall deliver
    to Counterparty the sum of
    the Number of Averaging Date Options for
    each Averaging Date multiplied by the Option Entitlement as of
    each such Averaging Date for
    all Averaging Dates, and will
    pay to Counterparty the Fractional Share
    Amount, if any.


 


	Physical
    Settlement Delivery Date:	The
    date that is one Settlement Cycle
    immediately following the Valuation Date.
	 	 
	Other
    Applicable Provisions
    in Respect of Physical Settlement:	The representations
        and agreements contained in Section 9.11 of the Equity Definitions
        shall be modified by excluding any representations therein
        relating to restrictions, obligations, limitations or requirements
        under applicable securities laws or under
        the Deposit Agreement (as defined
        below) that exist as a result
        of the fact that Counterparty is the
        issuer of the Underlying Shares.



 




    	 	4	 



     


    

 


	Share
    Adjustments:	 
	 	 
	Method
        of Adjustment:

         

        
	Calculation Agent
        Adjustment. For the avoidance of doubt, in the case
        of any dividend or distribution
        of the type described in Sections 11.2(e)(i) or 11.2(e)(ii)(A) of
        the Equity Definitions, the Calculation Agent shall make a proportional
        adjustment to the Number of Shares to reflect
        such dividend or distribution. 



	 	 
	Extraordinary Dividend:	Any dividend or distribution
    on the Shares or the Underlying
    Shares with an ex-dividend date occurring
    during the period from, and including, the Trade Date to, and
    including, the Expiration Date (other than any
    dividend or distribution of the type described in Section 11.2(e)(i) or
    Section 11.2(e)(ii)(A) of the
    Equity Definitions).
	 	 
	Extraordinary
    Events:	 
	 	 
	New
    Shares:	In the
    definition of New Shares in Section 12.1(i) of the Equity Definitions,
    the text in clause (i) shall
    be deleted in its entirety and replaced with “publicly quoted, traded
    or listed on any of the New York
    Stock Exchange, the NASDAQ Global Select Market
    or the NASDAQ Global Market
    (or their respective successors)”.
	 	 
	Consequences
    of Merger Events:	 
	 	 
	(a)
    Share-for-Share	Modified Calculation
    Agent Adjustment
	 	 
	(b)
    Share-for-Other	Modified Calculation
    Agent Adjustment or Cancellation and Payment (Calculation Agent Determination) at the commercially reasonable election of
    Dealer.
	 	 
	(c)
    Share-for-Combined	Modified Calculation
    Agent Adjustment or Component Adjustment at the commercially reasonable election of Dealer.
	 	 
	Tender
    Offer:	Applicable
	 	 
	Consequences
    of Tender Offers:	 
	 	 
	(a)
    Share-for-Share	Modified Calculation
    Agent Adjustment
	 	 
	(b)
    Share-for-Other	Modified Calculation
    Agent Adjustment
	 	 
	(c)
    Share-for-Combined	Modified Calculation
    Agent Adjustment


 




    	 	5	 



     


    

 


	Modified
    Calculation Agent Adjustment:	If,
    with respect to a Merger
    Event or a Tender Offer, (i)
    the consideration for the Shares or Underlying Shares, as applicable, includes (or, at the option of a holder of Shares, or
    Underlying Shares, as applicable, may include) shares of an entity or person that is not (1) a corporation or an entity that
    is treated as a corporation for U.S. federal income tax purposes or (2) organized under the laws of the Cayman Islands or
    (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation or an entity
    that is treated as a corporation for U.S. federal income tax purposes organized under the laws of the Cayman Islands, and/or
    will not be the Underlying Shares Issuer then, in any case, Cancellation and Payment (Calculation Agent Determination) may
    apply at Dealer’s commercially reasonable election.


 


	Composition
    of Combined Consideration:	Not
    Applicable
	 	 
	Nationalization,
    Insolvency or Delisting:	Cancellationand
        Payment (Calculation Agent Determination).

        The definition
        of “Delisting” in Section 12.6 of the Equity Definitions
        shall be deleted in its entirety and replaced with
        the following: ‘“Delisting” means that the Exchange announces that pursuant
        to the rules of
        such Exchange, the Shares
        cease (or will cease) to be listed, traded or publicly quoted on the
        Exchange for any reason (other
        than a Merger Event or Tender Offer)
        and are not immediately re-listed, re-traded
        or re-quoted on any of the New York Stock Exchange,
        The NASDAQ Global Select Market
        or The NASDAQ Global Market
        (or their respective successors).”. If the
        Shares are immediately re-listed, re-traded or re-quoted on any such
        exchange or quotation system, such exchange or quotation system shall
        thereafter be deemed to be the Exchange.

         

        Section 12.1 of the Equity Definitions
        is hereby amended by deleting subsection (v) thereof in its entirety and replacing it with “(v) in the case of an
        Insolvency, the date of (A) the institution of a proceeding or presentation of a petition or the passing of a resolution
        (or the convening of a meeting to pass a resolution or the proposing of a written resolution) (in each case the occurrence
        of which shall be deemed its announcement) that leads to an Insolvency within the meaning of subsection (A) of the definition
        thereof, (B) the first public announcement of the institution of a proceeding or presentation of a petition or passing
        of a resolution (or other analogous procedure in any jurisdiction) that leads to the Insolvency or (C) the occurrence
        of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer”. 





 




    	 	6	 



     


    

 


	 	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) inserting “(A)”
    after “means” in the first line thereof and replacing “(A)” and “(B)” in the third and
    fourth lines thereof with “(1)” and “(2)” respectively, (2) deleting from the fourth line thereof
    the word “or” after the word “official” and inserting a comma therefor, (3) inserting at the end of
    renumbered subsection (2) thereof the following wording, “or, under the laws of the Cayman Islands, any other jurisdiction
    or otherwise, any other impediment to or restriction on the transfer of any Share arises or becomes applicable including,
    without limitation, where (x) any transfer of a Share or alteration of the status of the members of the Issuer would be void
    unless a court of the Cayman Islands or any other jurisdiction orders otherwise or (y) any transfer of a Share not being a
    transfer with the sanction of a liquidator, and any alteration in the status of the Issuer’s members, would be void”
    and (4) deleting the semi-colon at the end of renumbered subsection (2) thereof and inserting the following words therefor
    “or (B) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9)
    of the ISDA Master Agreement with respect to that Issuer.”
	 	 
	Additional
    Disruption Events:	 
	 	 
	Change
    in Law:	Applicable; provided that Section
        12.9(a)(ii) of the Equity Definitions is
        hereby amended by (i) replacing the phrase “the interpretation” in the
        third line thereof with the phrase “, or public announcement
        of, the formal or informal interpretation”, (ii) replacing the word
        “Shares” where it appears in clause (X) thereof with
        the words “Hedge Position” and (iii) replacing the parenthetical beginning
        after the word “regulation” in the second
        line thereof with the words
        “(including, for the avoidance of doubt and without limitation,
        (x) any tax law or (y) adoption, effectiveness or promulgation of
        new regulations authorized or mandated by existing statute)”,
        and provided further that any
        determination as to whether (A) the adoption of or any change in
        any applicable law or regulation
        (including, for the avoidance of doubt and without limitation, (x) any
        tax law or (y) adoption, effectiveness or promulgation of
        new regulations authorized or mandated by
        existing statute) or (B) the
        promulgation of or any change in the
        interpretation by any court, tribunal or regulatory authority with
        competent jurisdiction of any applicable law or regulation (including any action
        taken by a taxing authority), in each case,
        constitutes a “Change in Law”
        shall be made without regard to Section 739 of the Dodd-Frank
        Wall Street Reform and Consumer Protection Act of
        2010 or any similar legal certainty
        provision in any legislation enacted, or rule or regulation
        promulgated, on or after the Trade Date.

	 	 
	Failure
    to Deliver:	Applicable


 




    	 	7	 



     


    

 


	Insolvency
    Filing:	Applicable

         

        Section
        12.9(b)(i) of the Equity Definitions is hereby amended
        by adding the following sentence
        at the end: “If neither party elects to terminate
        the Transaction, the Calculation
        Agent may in its sole discretion decide to apply adjustments
        to the terms of the Transaction
        upon the occurrence of such an event pursuant
        to Calculation Agent Adjustment (as if
        such event were a Tender
        Offer). For the avoidance of
        doubt, such adjustments shall
        be made in a commercially reasonable manner.”

	 	 
	Hedging
    Disruption:	Applicable
	 	 
	Increased
    Cost of Hedging:	Applicable
	 	 
	Loss
    of Stock
    Borrow:	Not Applicable


 


	Increased
    Cost of Stock Borrow:	Not
    Applicable
	 	 
	Hedging
    Party:	Dealer shall
    be the Hedging Party for
    all applicable events
	 	 
	Determining
    Party:	For all applicable Extraordinary
        Events, Dealer; provided that when making any determination or calculation as “Determining Party,”
        Dealer shall make such determinations or calculations in good faith and in a commercially reasonable manner.

         

        Following any determination or
        calculation by Determining Party hereunder, the Determining Party will, upon written request from Counterparty, promptly
        (but in any event within five Scheduled Trading Days) provide to Counterparty a report (in a commonly used file format
        for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or
        calculation (including any assumptions used in making such determination or calculation), it being understood that in
        no event will the Determining Party be obligated to share with Counterparty any proprietary or confidential data or information
        or any proprietary or confidential models used by it in making such determination or calculation or any information that
        is subject to an obligation not to disclose such information.

	 	 
	Hedging
    Adjustments:	For the
        avoidance of doubt, whenever the Calculation Agent
        is called upon to make an adjustment pursuant
        to the terms of this
        Confirmation or the Equity Definitions to take
        into account the effect of an event, the Calculation Agent shall make such
        adjustment in a commercially reasonable manner by reference to the effect of such event on Dealer, assuming that
        Dealer maintains a commercially reasonable Hedge Position. 



 




    	 	8	 



     


    

 


	Representations:	 
	 	 
	Non-Reliance:	Applicable
	 	 
	Agreements
    and Acknowledgments Regarding Hedging Activities:	 

        Applicable

	 	 
	Additional
    Acknowledgments:	Applicable


 


3.
Additional Representations and Warranties of Counterparty:


 


Each of the
representations and warranties of Counterparty set
forth in Section 2 of the Purchase Agreement are true
and correct and are hereby deemed to be repeated to Dealer as if set
forth herein. In lieu of the
representations set forth in Section 3(a) of
the Agreement, Counterparty represents and
warrants to Dealer on the date hereof and as of the Premium Payment Date that:


 


		(a)	Counterparty (i)
                                         is duly incorporated and validly existing as an exempted company with limited liability
                                         under the laws of the Cayman Islands and is in good standing under such laws, and (ii)
                                         has all necessary corporate power and authority to execute, deliver and perform its obligations
                                         and exercise its rights in respect of the Transaction; such execution, delivery, performance
                                         and exercise have been duly authorized by all necessary corporate action on Counterparty’s
                                         part; and this Confirmation has been duly and validly executed and delivered by Counterparty
                                         and constitutes its valid and binding obligation, enforceable against Counterparty in
                                         accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
                                         reorganization, moratorium and similar laws affecting creditors’ rights and remedies
                                         generally, and subject, as to enforceability, to general principles of equity, including
                                         principles of commercial reasonableness, good faith and fair dealing (regardless of whether
                                         enforcement is sought in a proceeding at law or in equity) and except that rights to
                                         indemnification and contribution hereunder may be limited by federal or state securities
                                         laws or public policy relating thereto.



 


		(b)	(i) It is not
                                         entering into the Transaction on
                                         behalf of or for the
                                         accounts of any other
                                         person or entity, and will not transfer
                                         or assign its obligations under the
                                         Transaction or any portion of such obligations
                                         to any other person or entity except
                                         in compliance with applicable laws
                                         and the terms of the
                                         Transaction; (ii) it understands that the
                                         Transaction is subject to complex
                                         risks which may arise without warning and
                                         may at times be volatile,
                                         and that losses may occur quickly and in
                                         unanticipated magnitude; and
                                         (iii) it has consulted with its legal
                                         advisor(s) and has reached its own
                                         conclusions about the Transaction, and any
                                         legal, regulatory, tax, accounting or economic
                                         consequences arising from the Transaction.



 


		(c)	Neither
                                         Dealer nor any of
                                         its affiliates has advised it with
                                         respect to any legal, regulatory,
                                         tax, accounting or economic consequences
                                         arising from the Transaction, and neither
                                         Dealer nor any
                                         of its affiliates is acting as agent,
                                         or advisor for Counterparty in
                                         connection with the Transaction.



 


		(d)	Neither the execution
                                         and delivery of this Confirmation nor the incurrence or performance of obligations nor
                                         the exercise of rights of Counterparty hereunder will conflict with or result in a breach
                                         of the memorandum and articles of association or by-laws (or any equivalent documents)
                                         of Counterparty, or any applicable law or regulation, or any order, writ, injunction
                                         or decree of any court or governmental authority or agency, or any agreement or instrument
                                         to which Counterparty or any of its subsidiaries is a party or by which Counterparty
                                         or any of its subsidiaries is bound or to which Counterparty or any of its subsidiaries
                                         is subject, or constitute a default under, or result in the creation of any lien under,
                                         any such agreement or instrument.



 


		(e)	No consent, approval,
                                         authorization, or order of, or filing with, any governmental agency or body or any court
                                         is required in connection with the execution, delivery or performance by Counterparty
                                         of this Confirmation, except such as have been obtained or made and such as may be required
                                         under the Securities Act or state securities laws.



 




    	 	9	 



     


    

 


		(f)	It has not entered
                                         into any obligation that would contractually limit it from effecting Physical Settlement
                                         (including in connection with an Early Settlement) under the Transaction.



 


		(g)	The Transaction has been duly approved
                                         and authorized by Counterparty’s
                                         board of directors after due consideration
                                         by the board of directors of the matters,
                                         and after having reached the conclusions
                                         referred to in paragraph (b) above
                                         and, prior to the Trade Date
                                         Counterparty shall deliver to Dealer
                                         a resolution of
                                         Counterparty’s board
                                         of directors authorizing the Transaction
                                         and such other
                                         certificate or certificates, as Dealer shall
                                         reasonably request. For the avoidance
                                         of doubt, each representation, warranty
                                         and certification made by
                                         Counterparty in such certificate shall
                                         be deemed a representation
                                         and warranty made by Counterparty in
                                         this paragraph (g).



 


		(h)	It is not entering into
                                         the Transaction to create actual
                                         or apparent trading activity in the Shares
                                         or Underlying Shares (or any security convertible into or exchangeable
                                         for Shares or Underlying Shares),
                                         or to manipulate the price of the
                                         Shares or Underlying Shares (or any
                                         security convertible into or exchangeable
                                         for Shares or Underlying Shares).



 


		(i)	Counterparty is not and, after consummation
                                         of the transactions contemplated hereby, will not be required to register as an “investment
                                         company” as such term is defined in the Investment Company Act of 1940, as amended.



 


		(j)	Counterparty is an
                                         “eligible contract participant” (as such term is defined in Section 1a(18)
                                         of the Commodity Exchange Act, as amended, other than a person that is an eligible contract
                                         participant under Section 1a(18)(C) of the Commodity Exchange Act).



 




		(k)	Counterparty
                                         is not, on the date hereof and on
                                         each day pursuant
                                         to the terms hereof on which this
                                         representation is repeated or deemed repeated,
                                         aware of any material non-public information with respect to Counterparty, the Underlying
                                         Shares Issuer (if other than Counterparty), the Underlying Shares or the Shares.



 


		(l)	On and
                                         immediately after the Trade Date
                                         and the Premium Payment Date, and
                                         on each day pursuant to the
                                         terms hereof on which this representation is
                                         required to be repeated
                                         or deemed repeated, (A) the assets
                                         of Counterparty at their fair valuation
                                         exceed the liabilities of Counterparty,
                                         including contingent liabilities,
                                         (B) the capital of Counterparty is adequate
                                         to conduct the business
                                         of Counterparty,
                                         (C) Counterparty has the ability to pay
                                         its debts and obligations as such debts
                                         mature and does not intend
                                         to, or does not believe that it will,
                                         incur debt beyond its ability to
                                         pay as such debts mature,
                                         (D) Counterparty is not, and will not
                                         be, “insolvent” (as such term
                                         is defined under Section 101(32) of the
                                         U.S. Bankruptcy Code (Title 11 of the United
                                         States Code) (the “Bankruptcy
                                         Code”)), (E) Counterparty would be able to purchase 100,536,150 Shares and
                                         the Underlying Shares represented by such number of Shares in compliance with the laws
                                         of the jurisdiction of Counterparty’s incorporation or organization, and
                                         (F) for the purposes of Cayman Islands law,
                                         Counterparty is able to pay its debts.



 


		(m)	To the knowledge of Counterparty, no
                                         state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or
                                         regulatory order applicable to the Shares and/or Underlying Shares would give rise to
                                         any reporting, consent, registration or other requirement (including without limitation
                                         a requirement to obtain prior approval from any person or entity) as a result of Dealer
                                         or its affiliates owning or holding (however defined) Shares and/or Underlying Shares
                                         (except for filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act);
                                         provided that Counterparty makes no representation or warranty regarding any such
                                         requirement that is applicable generally to the ownership of equity securities by Dealer
                                         or any of its affiliates solely as a result of it or any of such affiliates being a financial
                                         institution or broker-dealer.



 


		(n)	Counterparty is not
                                         on the Trade Date engaged
                                         in a distribution, as such term is used
                                         in Regulation M (“Regulation
                                         M”) under the Securities
                                         Exchange Act of 1934, as amended
                                         (the “Exchange Act”), of any
                                         securities of Counterparty
                                         other than a distribution meeting the requirements of the exception set forth in Rule
                                         102(b)(7) of Regulation M.



 



    	 	10	 



     


    




 


		(o)	Counterparty (A)
                                         is capable of evaluating investment risks independently, both in general and with regard
                                         to all transactions and investment strategies involving a security or securities; (B)
                                         will exercise independent judgment in evaluating the recommendations of any broker-dealer
                                         or its associated persons, unless it has otherwise notified the broker-dealer in writing;
                                         (C) has total assets of at least USD 50 million; and (D) is acting for its own account,
                                         and it has made its own independent decisions to enter into the Transaction and as to
                                         whether the Transaction is appropriate or proper for it (including as to any legal, regulatory,
                                         tax, accounting or economic consequences arising from the Transaction) based upon its
                                         own judgment and upon advice from such advisers as it has deemed necessary (including
                                         legal, financial and accounting advisors).



 




		(p)	Counterparty acknowledges that the
                                         offer and sale of the Transaction to it is intended to be exempt
                                         from registration under the Securities
                                         Act of
                                         1933, as amended (the “Securities
                                         Act”), by virtue
                                         of Section 4(a)(2) thereof.
                                         Accordingly, Counterparty represents and warrants
                                         to Dealer that (i) it has
                                         the financial ability to bear the
                                         economic risk of its investment in
                                         the Transaction and
                                         is able to bear a total loss
                                         of its investment, (ii) it is an “accredited investor”
                                         as that term is defined in
                                         Regulation D as promulgated under
                                         the Securities Act,
                                         (iii) it is entering into the
                                         Transaction for its own
                                         account without a view to the distribution
                                         or resale thereof and (iv) the assignment,
                                         transfer or other disposition of
                                         the Transaction has
                                         not been and will not be registered
                                         under the Securities Act and
                                         is restricted under this Confirmation,
                                         the Securities Act and state securities
                                         laws.



 


		(q)	It has
                                         the corporate power and authority
                                         and all necessary consents to effect Physical
                                         Settlement of the Transaction as contemplated by the
                                         Agreement.



 


		(r)	Counterparty’s board of directors
                                         (the “Board”) has concluded that (A) the Transaction is suitable for
                                         Counterparty, for its commercial benefit and in its best interests, in light of its own
                                         investment objectives, financial condition and expertise and (B) the Transaction has
                                         been duly approved and authorized by the Board after due consideration by the Board of
                                         the foregoing matters and those referred to in sub-paragraph (b)(iii) above.



 


4.
Additional Mutual Representations and Warranties:


 


In addition to the representations
set forth in the Agreement, each of Dealer
and Counterparty further represents and warrants
to the other party that as of
the Trade Date that it is an “eligible contract
participant” as the term is defined in the
U.S. Commodity Exchange Act, as amended.


 


5.
Additional Covenants and Acknowledgements:


 


		(a)	Counterparty
                                         shall deliver to Dealer (A) an opinion of U.S. counsel and (B) an opinion of Cayman counsel,
                                         each dated as of the Premium Payment Date, with respect to, among other things, the matters
                                         set forth in Sections 3(a), (d) and (e) of this Confirmation, it being understood that
                                         such opinions of counsel shall be limited to the federal laws of the United States and
                                         the laws of the State of New York (in the case of clause (A) above) and the laws Cayman
                                         Islands (in the case of clause (B) above) and may contain customary limitations, exceptions
                                         and qualifications for transactions of the same type as the Transaction. Delivery of
                                         such opinions to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii)
                                         of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the
                                         Agreement; and (C) on or before the Premium
                                         Payment Date, a solvency certificate with respect to Counterparty signed by a member
                                         of the Board, the chief executive officer or the chief financial officer of the Counterparty
                                         certifying the solvency of Counterparty as of and immediately after the Premium Payment
                                         Date (after giving effect to Counterparty’s payment of amounts required to be paid
                                         by Counterparty on such date under the Transaction and the other transactions described
                                         under “Use of Proceeds” in the Offering Memorandum related to the offering
                                         of the Convertible Notes), which solvency certificate is reasonably satisfactory to Dealer.



 




    	 	11	 



     


    

 


		(b)	(i) Counterparty
                                         shall not engage in any distribution as such
                                         term is used in Regulation M of any
                                         securities of Counterparty or otherwise
                                         permit the Shares or the Underlying Shares to be subject to a restricted period, as such
                                         term is used in Regulation M, in each case, during
                                         the period (the “Restricted
                                         Period”) from, and including, the scheduled
                                         first Averaging Date to, and including,
                                         the Exchange Business Day immediately
                                         succeeding the Valuation Date (determined
                                         without regard to any Early Settlement);
                                         provided, for the avoidance of doubt, that the foregoing shall not apply with respect
                                         to any Early Settlement.



 


(ii) In connection with
any Early Settlement, Counterparty shall notify Dealer, as soon as practicable,
and in any event no later than the Exchange
Business Day immediately following the Notice Date with
respect to such Early Settlement, of any distribution or restricted period,
as such terms are
used in Regulation M with respect to any securities of Counterparty that
is occurring on the date Counterparty delivers such
notice to Dealer or that Counterparty expects at such time may occur on any
Averaging Date, Valuation Date or the Exchange
Business Day immediately succeeding the Valuation Date relating
to such Early Settlement.


 


		(c)	On the Trade
                                         Date, and on each day
                                         during the Restricted Period, neither
                                         Counterparty nor any “affiliated
                                         purchaser” (each as defined in
                                         Rule 10b-18 under
                                         the Exchange Act (“Rule 10b-18”)) shall
                                         directly or indirectly (including, without
                                         limitation, by means
                                         of any cash-settled or other
                                         derivative instrument) purchase, offer
                                         to purchase, place any bid or limit order
                                         that would effect a purchase
                                         of, or commence any
                                         tender offer relating to, any Shares
                                         or Underlying Shares (or an equivalent interest,
                                         including a unit of
                                         beneficial interest in a trust
                                         or limited partnership or a depository
                                         share) or any security convertible into
                                         or exchangeable or exercisable for Shares
                                         or Underlying Shares.



 


		(d)	In connection
                                         with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”),
                                         the parties hereby agree that neither the enactment of WSTAA or any regulation under
                                         the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit
                                         or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate,
                                         modify, amend or supplement this Confirmation or the Agreement, as applicable, arising
                                         from a termination event, force majeure, illegality, increased costs, regulatory change
                                         or similar event under this Confirmation, the Equity Definitions incorporated herein,
                                         or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging
                                         Disruption, Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as
                                         defined in the Agreement)).



 


6. Other Provisions:


 


		(a)	Agreements
                                         and Acknowledgements Regarding Hedging. Counterparty understands,
                                         acknowledges and agrees that: (A)
                                         at any time on and
                                         prior to the Expiration Date,
                                         Dealer and its affiliates may
                                         buy or sell Shares or other
                                         securities or buy or sell options
                                         or futures contracts or enter
                                         into swaps or other derivative securities
                                         in order to adjust its hedge
                                         position with respect to the
                                         Transaction; (B) Dealer and its affiliates
                                         also may be active in the
                                         market for Shares other than in
                                         connection with hedging activities
                                         in relation to the
                                         Transaction; (C) Dealer shall make
                                         its own determination as to whether, when
                                         or in what manner
                                         any hedging or market activities
                                         in securities
                                         of Counterparty shall be conducted
                                         and shall do so
                                         in a manner that it deems appropriate
                                         to hedge its price and
                                         market risk; and (D) any market
                                         activities of Dealer and its affiliates
                                         with respect to Shares may
                                         affect the market price and
                                         volatility of Shares, each in a manner that
                                         may be adverse to Counterparty.



 




    	 	12	 



     


    

 





		(b)	Transfer.



 


		(i)	Counterparty
                                         shall have the right to transfer or assign all or any of its rights and obligations hereunder
                                         with respect to all, or any, of the Options hereunder (such Options, the “Transfer
                                         Options”) with the prior written consent of Dealer, such consent not to be
                                         unreasonably withheld; provided that withholding of such consent by Dealer shall
                                         not be considered unreasonable if such transfer or assignment does not meet any of the
                                         following conditions:



 


		(A)	With respect to
                                         any Transfer Options, Counterparty shall not be released from its notice and indemnification
                                         obligations pursuant to Section 9(m) of this Confirmation;



 


		(B)	Such transfer or assignment shall
                                         be effected on terms, including any reasonable undertakings by such third party (including,
                                         but not limited to, an undertaking with respect to compliance with applicable securities
                                         laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to
                                         material risks under applicable securities laws) and execution of any documentation and
                                         delivery of legal opinions with respect to securities laws and other matters by such
                                         third party and Counterparty, as are reasonably requested and reasonably satisfactory
                                         to Dealer;



 


		(C)	Under
                                         the applicable law effective on the date of such transfer or assignment, (1) Dealer will
                                         not, as a result of such transfer or assignment, be required to pay the transferee or
                                         assignee on any payment date or delivery date an amount or a number of Shares,
                                         as applicable, under Section
                                         2(d)(i)(4) of the Agreement greater than the amount or the number of Shares, as
                                         applicable, that Dealer would
                                         have been required to pay to Counterparty in the absence of such transfer or assignment
                                         and (2) Dealer will not, as a result of such transfer or assignment, receive from the
                                         transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the
                                         Agreement that is less than the amount that Dealer would have received from Counterparty
                                         in the absence of such transfer or assignment;



 


		(D)	No Event of Default, Potential Event
                                         of Default or Termination Event will occur as a result of such transfer and assignment;



 


		(E)	Counterparty shall cause the transferee
                                         to make such tax representations and to provide such tax documentation as may be reasonably
                                         requested by Dealer to permit Dealer to determine that results described in clauses (C)
                                         and (D) will not occur upon or after such transfer and assignment, including but not
                                         limited to providing tax documentation specified in Section 9(bb) of this Confirmation
                                         and making the tax representations specified in Section 9(aa) of this Confirmation on
                                         or prior to such transfer and at the other times specified in such Sections; and



 


		(F)	Counterparty shall be responsible
                                         for all reasonable and documented costs and expenses, including reasonable counsel fees,
                                         incurred by Dealer in connection with such transfer or assignment.



 


		(ii)	Dealer may,
                                         without Counterparty’s consent, transfer or assign all or any part of its rights
                                         or obligations under the Transaction to any affiliate of Dealer (1) that has a long-term
                                         issuer rating that is equal to or better than Dealer’s credit rating at the time
                                         of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed,
                                         pursuant to the terms of a customary guarantee in a form used by Dealer generally for
                                         similar transactions, by Dealer; provided that, in the case of any such transfer
                                         or assignment, under the applicable law effective on the date of such transfer or assignment,
                                         (I) Counterparty will not, as a result of such transfer or assignment, be required to
                                         pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4)
                                         of the Agreement greater than the amount that Counterparty would have been required to
                                         pay to Dealer in the absence of such transfer or assignment; (II) Counterparty will not,
                                         as a result of such transfer or assignment, receive from the transferee or assignee on
                                         any payment or delivery date an amount or a number of Shares, as applicable, under Section
                                         2(d)(i)(4) of the Agreement that is less than the amount or the number of Shares that
                                         Counterparty would have received from Dealer in the absence of such transfer or assignment;
                                         (III) Dealer shall cause the transferee or assignee to make such tax representations
                                         and to provide such tax documentation as may be reasonably requested by Counterparty
                                         to permit Counterparty to determine that events described in clauses (I) and (II) of
                                         this proviso will not occur upon or after such transfer or assignment; and (IV) no Event
                                         of Default, Potential Event of Default or Termination Event will occur as a result of
                                         such transfer and assignment.



 




    	 	13	 



     


    

 


If at any time
at which (A) the Section 13 Percentage
exceeds 8.5%, (B) the Option
Equity Percentage exceeds 14.5%, or (C) the Share Amount
exceeds the Applicable Share Limit (if any
applies) (any such condition described in clauses (A),
(B) or (C), an “Excess Ownership Position”), Dealer is
unable after using its commercially reasonable efforts to effect
a transfer or assignment of Options to a third
party on pricing terms reasonably acceptable to Dealer and
within a time period reasonably acceptable to Dealer such that no Excess Ownership
Position exists, then Dealer may designate
any Exchange Business Day as an Early
Termination Date with respect to a portion of the
Transaction (the “Terminated Portion”), to the
extent necessary so that no Excess
Ownership Position exists following
such partial termination. In the event
that Dealer so designates an
Early Termination Date with respect to a portion of the
Transaction, a payment shall be made
pursuant to Section 6 of the Agreement as if
(1) an Early Termination Date had been designated
in respect of a Transaction having terms identical to the Transaction and
a Number of Options equal to the number
of Options underlying the Terminated Portion, (2) Counterparty were
the sole Affected Party with
respect to such partial termination and (3) the
Terminated Portion were the sole Affected
Transaction. The “Section 13 Percentage” as of any day is the fraction, expressed as a percentage, (A)
the numerator of which is the number of Underlying Shares that Dealer and any of its affiliates or any other person subject to
aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any
“group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially
owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any
reason the equivalent calculation under Section 16 of the Exchange Act applies with respect to the Shares or Underlying Shares,
as applicable, and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator
of which is the number of Underlying Shares outstanding on such day. The “Option Equity Percentage” as of any
day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of (x) the Number of
Options (y) the Option Entitlement and (z) the number of Underlying Shares represented by one Share and (2) the aggregate number
of Underlying Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which
is the number of Underlying Shares outstanding. The “Share Amount” as of any day is the number of Underlying
Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person,
a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts
of Counterparty that are, in each case, applicable to ownership of Underlying Shares (“Applicable Restrictions”),
owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership
under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit”
means a number of Underlying Shares equal to (A) the minimum number of Underlying Shares that could give rise to reporting or
registration obligations (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act,
in each case, as in effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity)
of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by
Dealer in good faith and in its commercially reasonable discretion, minus (B) 1% of the number of Underlying Shares outstanding.


 


		(c)	Designation.
                                         Notwithstanding any other
                                         provision in this Confirmation to
                                         the contrary requiring or allowing Dealer
                                         to purchase, sell, receive
                                         or deliver any Shares or other
                                         securities, or make or receive
                                         any payment in cash, to
                                         or from Counterparty, Dealer may
                                         designate any of its affiliates to purchase,
                                         sell, receive or deliver such Shares
                                         or other securities, or to make
                                         or receive such payment in cash,
                                         and otherwise to perform Dealer’s obligations in
                                         respect of the Transaction and
                                         any such
                                         designee may assume such obligations. Dealer shall
                                         be discharged of its obligations to Counterparty to the
                                         extent of any such
                                         performance.



 




    	 	14	 



     


    

 


		(d)	No Collateral.
                                         No collateral is required
                                         to be posted by Counterparty or Dealer,
                                         in respect of the Transaction.



 


		(e)	Bankruptcy
                                         Code Provisions. Each of Dealer and
                                         Counterparty agrees and acknowledges
                                         that Dealer is one
                                         or more of a “swap participant”
                                         and/or “financial participant”
                                         within the meaning
                                         of Sections 101(53C) and
                                         101(22A) of the Bankruptcy Code. The parties
                                         hereto further agree and acknowledge (A)
                                         that this Confirmation is (i) a “securities
                                         contract,” as such term is
                                         defined in Section 741(7) of the Bankruptcy
                                         Code, with respect to which each payment
                                         and delivery hereunder or in connection herewith
                                         is a “settlement payment,”
                                         as such term is defined in
                                         Section 741(8) of the Bankruptcy
                                         Code, and (ii) a “swap
                                         agreement,” as such term is
                                         defined in Section 101(53B) of the
                                         Bankruptcy Code, with respect to
                                         which each payment and
                                         delivery hereunder or in connection
                                         herewith is a “termination value,”
                                         “payment amount” or “other
                                         transfer obligation” within the meaning
                                         of Section 362 of the Bankruptcy
                                         Code and a “transfer,”
                                         as such term is
                                         defined in Section 101(54) of the
                                         Bankruptcy Code, and a “payment
                                         or transfer of property” within
                                         the meaning of
                                         Sections 362 and
                                         546 of the Bankruptcy Code, and
                                         (B) that Dealer is entitled to the
                                         protections afforded by, among other
                                         sections, Sections 362(b)(6), 362(b)(17),
                                         362(b)(27), 362(o), 546(e), 546(g), 546(j),
                                         555, 560 and 561 of the
                                         Bankruptcy Code.



 


		(f)	Early Unwind.
                                         In the event the sale
                                         of the Underwritten Securities (as
                                         defined in the Purchase
                                         Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty
                                         fails to deliver to Dealer opinions of counsel as required pursuant to Section 5(a),
                                         in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later
                                         date as agreed upon by the parties (the Premium Payment Date or such later date the “Early
                                         Unwind Date”), the Transaction shall automatically terminate (the “Early
                                         Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective
                                         rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled
                                         and terminated and (ii) each party shall be released and discharged by the other party
                                         from and agrees not to make any claim against the other party with respect to any obligations
                                         or liabilities of the other party arising out of and to be performed in connection with
                                         the Transaction either prior to or after the Early Unwind Date. Each of Dealer and Counterparty
                                         represents and acknowledges to the other that, upon an Early Unwind, all obligations
                                         with respect to the Transaction shall be deemed fully and finally discharged.



 


		(g)	Amendments
                                         to Equity Definitions.



 


		a.	Section 11.2(e)(vii)
                                         of the Equity Definitions is hereby amended by deleting the words “that may have
                                         a diluting or concentrative effect on the theoretical value of the relevant Shares”
                                         and replacing them with the words “that is the result of a corporate event involving
                                         the Underlying Shares Issuer or its securities that has a material economic effect on
                                         the Shares and/or the Underlying Shares or options on the Shares and/or the Underlying
                                         Shares; provided that such event is not based on (a) an observable market,
                                         other than the market for the Underlying Shares Issuer’s own stock or (b) an
                                         observable index, other than an index calculated and measured solely by reference to
                                         the Underlying Shares Issuer’s own operations.”



 


		b.	Section 12.6(a)(ii)
                                         of the Equity Definitions is hereby amended by (1) inserting “(1)” immediately
                                         following the word “means” in the first line thereof and (2) inserting immediately
                                         prior to the semi-colon at the end of subsection (B) thereof the following words: “or
                                         (2) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9)
                                         of the ISDA Master Agreement with respect to that Issuer” provided that
                                         the period for dismissal, discharge, stay or restraint therein shall be increased from
                                         “within 15 days” to “within 30 days.”



 


		c.	Section 12.9(b)(i)
                                         of the Equity Definitions is hereby amended by (1) replacing “either party may
                                         elect” with “Dealer may elect” and (2) replacing “notice to the
                                         other party” with “notice to Counterparty” in the first sentence of
                                         such section.



 




    	 	15	 



     


    

 


		d.	Section 12.9(b)(vi)
                                         of the Equity Definitions is hereby amended by (1) adding the word “or” immediately
                                         before subsection “(B)”, (2) deleting the comma at the end of subsection
                                         (A), (3) deleting subsection (C) in its entirety, (4) deleting the word “or”
                                         immediately preceding subsection (C) and (5) replacing the words “either party”
                                         in the last sentence of such Section with “Dealer”.



 


		(h)	Early
                                         Settlement.



 


		a.	Dealer may,
                                         from time to time
                                         on or after the 30th
                                         day following the Trade Date,
                                         settle the Transaction early (“Early
                                         Settlement”), in whole or in part,
                                         by delivering a written notice to Counterparty
                                         on any Exchange
                                         Business Day (the “Notice
                                         Date”) specifying the portion
                                         of the Transaction to be settled early (the
                                         “Early Settled Portion”).



 


		b.	With
                                         respect to any Early Settled Portion, Dealer
                                         shall provide notice to Counterparty
                                         no later than 3 Scheduled
                                         Trading Days following the Notice
                                         Date, specifying the Averaging Date(s)
                                         (if any), the number
                                         of Options that shall expire on each
                                         such Averaging Date and
                                         the Valuation Date in respect of such
                                         Early Settlement, and Dealer will
                                         deliver to Counterparty a number of
                                         Shares equal to the product of (x)
                                         the sum of the number of Options
                                         expiring on each such Averaging Date,
                                         multiplied by (y) the Option Entitlement,
                                         and will pay to Counterparty the
                                         Fractional Share Amount, if any,
                                         on the Physical Settlement Delivery
                                         Date relating to the specified Valuation
                                         Date with respect to such
                                         Physical Early Settled Portion.



 


		c.	Such delivery
                                         and any such payment will be made
                                         through the relevant Clearance System
                                         on the applicable settlement dates; provided
                                         that, for the avoidance of doubt, “Restricted
                                         Certificated Shares” above
                                         shall also apply with respect to Early Settlement.



 


		(i)	Depository
                                         Shares Provisions.



 


(i) For the purposes
of this Confirmation the following definitions will apply:


 


“Depositary”
means, in relation to the Shares, Deutsche Bank Trust Company Americas, or any successor thereto from time to time.


 


“Deposit
Agreement” means, (i) that certain Deposit Agreement, dated as of September 11, 2018, by and among Underlying Shares
Issuer, Depositary and the holders and beneficial owners of the Shares and (ii) the other agreements or other instruments constituting
the Shares, as from time to time amended or supplemented in accordance with their terms.


 


“DS
Amendment” means, where specified as applicable to a definition or provision, that the following changes shall be made
to such definition or provision: (a) all references to “Shares” shall be deleted and replaced with the words “Shares
and/or the Underlying Shares, as appropriate”; and (b) all references to “Issuer” shall be deleted and replaced
with the words “Issuer or Underlying Shares Issuer, as appropriate”.


 


“Replacement
DSs” means depositary shares or receipts, other than the Shares, over the same Underlying Shares.


 




    	 	16	 



     


    

 


(ii) The following amendments
shall be made to the Equity Definitions:


 


		(A)	The definition
                                         of Potential Adjustment Event in Section 11.2(e) of the Equity Definitions shall be amended
                                         as follows:



 



 


		(i)	the DS Amendment
                                         shall be applicable, provided that an event under Section 11.2(e)(i) to (vii) of the
                                         Equity Definitions in respect of the Underlying Shares shall not constitute a Potential
                                         Adjustment Event unless, in the commercially reasonable opinion of the Calculation Agent,
                                         such event has a material effect on the theoretical value of the Shares; and



 


		(ii)	(A) 	‘or’ shall be deleted
                                         where it appears at the end of subsection (vi);



 


		(B)	‘.’ shall be deleted
                                         where it appears at the end of subsection (vii) and replaced with ‘;’;



 


		(C)	the following shall be inserted
                                         as subsection (viii): “(viii) the making of any amendment or supplement to the
                                         terms of the Deposit Agreement and/or the Shares; or”; and



 


		(D)	the following shall be inserted
                                         as provision (ix): “(ix) any other event as a result of which the Shares represent
                                         fewer or more Underlying Shares than, and/or any property or assets in addition to, or
                                         as a whole or partial replacement of, in each case, the number of Underlying Shares represented
                                         by the Shares prior to such event.”



 


		(B)	In making any adjustment following
                                         any Potential Adjustment Event, the Calculation Agent shall have reference to (to the
                                         extent necessary or appropriate among other factors) any adjustment made by the Depositary
                                         under the Deposit Agreement, any fees and/or expenses of the Depositary and any withholding
                                         or deduction of taxes. If the Calculation Agent determines that no adjustment that it
                                         could make will produce a commercially reasonable result, it shall notify the parties
                                         that the relevant consequence shall be the termination of the relevant Transaction, in
                                         which case “Cancellation and Payment (Calculation Agent Determination)” will
                                         be deemed to apply and any payment to be made by one party to the other shall be calculated
                                         in accordance with Section 12.7 of the Equity Definitions (as amended by this Confirmation).



 


		(C)	If a Potential Adjustment Event
                                         occurs under Section 11.2(e)(viii) of the Equity Definitions (as amended by this Confirmation),
                                         then the following further amendments shall be deemed to be made to Section 11.2(c) of
                                         the Equity Definitions in respect of such Potential Adjustment Event:



 


		(i)	the words “the Calculation
                                         Agent will determine whether such Potential Adjustment Event has a material effect on
                                         the theoretical value of the relevant Shares, options on the Shares or the Transaction”
                                         shall be deleted and replaced with the words “the Calculation Agent will determine
                                         whether such Potential Adjustment Event has a material economic effect on such Transaction”;
                                         and



 


		(ii)	the words “as the Calculation
                                         Agent determines appropriate to account for that material effect” shall be deleted
                                         and replaced with the words “as the Calculation Agent determines appropriate to
                                         account for such economic effect on such Transaction”.



 


		(D)	The definitions of “Merger
                                         Event”, “Tender Offer”, “Announcement Date”, “Share-for-Share”,
                                         “Share-for-Other” and “Share-for-Combined” in Section 12.1 of
                                         the Equity Definitions shall be amended in accordance with the DS Amendment.



 


		(E)	In making any adjustment in respect
                                         of a Merger Event, Tender Offer or Announcement Event in relation to the Underlying Shares,
                                         the Calculation Agent shall in determining any adjustment pursuant to Modified Calculation
                                         Adjustment, have reference to (amongst other factors) any adjustment made by the Depositary
                                         under the Deposit Agreement, any fees and/or expenses of the Depositary and any withholding
                                         or deduction of taxes, as determined by the Calculation Agent in its commercially reasonable
                                         discretion.



 




    	 	17	 



     


    

 


		(F)	The definitions of Nationalization
                                         and Insolvency in Section 12.6 of the Equity Definitions shall be amended in accordance
                                         with the DS Amendment.



 


		(G)	The consequence of a Nationalization
                                         or Insolvency in respect of the Depositary shall be Cancellation and Payment.



 


		(H)	If a Delisting of the Shares occurs
                                         or the Depositary announces that the Deposit Agreement is (or will be) terminated, then:



 


		(i)	Cancellation and Payment will apply
                                         as provided in this Confirmation; and



 


		(ii)	where Cancellation and Payment applies
                                         under (H)(i) above in respect of a termination of the Deposit Agreement, the Equity Definitions
                                         shall be interpreted as follows: (i) such termination shall be deemed to be an “Extraordinary
                                         Event”; (ii) Cancellation and Payment shall apply as defined in Section 12.6(c)(ii)
                                         of the Equity Definitions; and (iii) the definition of “Announcement Date”
                                         in Section 12.1(l) of the Equity Definitions shall include the following additional clause
                                         (vii) at the end of the first sentence thereof: “(vii) in the case of a termination
                                         of the Deposit Agreement, the date of the first public announcement by the Depositary
                                         that the Deposit Agreement is (or will be) terminated”.



 


		(I)	If Cancellation and Payment applies
                                         under Section 5(h)(ii)(G) or Section 5(h))(ii)(H) of this Confirmation in respect of
                                         a Transaction, then the Determining Party shall be Dealer.



 


		(J)	The definition of “Insolvency
                                         Filing” in Section 12.9(a)(iv) of the Equity Definitions shall be amended in accordance
                                         with the DS Amendment.



 


		(K)	For the avoidance of doubt, where
                                         a provision is amended by this Section 5(h) in accordance with the DS Amendment, if the
                                         event described in such provision occurs in respect of the Underlying Shares or Underlying
                                         Shares Issuer, then the consequence of such event shall be interpreted consistently with
                                         the DS Amendment and such event.



 


		(j)	Right to
                                         Extend.
                                         Dealer may postpone or extend,
                                         for as long as it is reasonably necessary,
                                         any Averaging Date, the Expiration
                                         Date, the Physical Settlement Delivery Date or any other date of payment
                                         or delivery by Dealer, with respect
                                         to some or all of the Options hereunder, if Dealer reasonably determines, in the case
                                         of clause (i) below, in its commercially reasonable judgment or, in the case of clause
                                         (ii) below, based on advice of counsel, that such action is reasonably necessary or appropriate
                                         (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity
                                         hereunder in light of existing liquidity conditions in the relevant market or (ii) to
                                         enable Dealer to effect transactions with respect to Shares and/or Underlying Shares
                                         in connection with its commercially reasonable hedging, hedge unwind or settlement activity
                                         hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser
                                         of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory
                                         requirements, or with related policies and procedures adopted by Dealer in good faith
                                         so long as such policies and procedures are generally applicable in similar situations
                                         and applied in a non-discriminatory manner).



 


		(k)	Staggered
                                         Settlement.
                                         If upon advice of counsel with respect to applicable legal and regulatory requirements,
                                         including any requirements relating to Dealer’s hedging activities hereunder, Dealer
                                         reasonably determines that it would not be practicable or advisable to deliver, or to
                                         acquire Shares to deliver, any or all of the Shares to be delivered by Dealer on any
                                         Settlement Date for the Transaction, Dealer may, by notice to Counterparty on or prior
                                         to any Settlement Date (a “Nominal Settlement Date”), elect to deliver the
                                         Shares on two or more dates (each, a “Staggered Settlement Date”) as follows:



 


		(i)	in such notice,
                                         Dealer will specify to Counterparty the related Staggered Settlement Dates (the first
                                         of which will be such Nominal Settlement Date and the last of which will be no later
                                         than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date)
                                         and the number of Shares that it will deliver on each Staggered Settlement Date; and



 




    	 	18	 



     


    

 


		(ii)	the aggregate
                                         number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered
                                         Settlement Dates will equal the number of Shares that Dealer would otherwise be required
                                         to deliver on such Nominal Settlement Date.



 


		(l)	Registration.
                                         Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer,
                                         based on the advice of counsel, the Shares and/or Underlying Shares (“Hedge
                                         Shares”) acquired by Dealer for the purpose of commercially reasonably hedging
                                         its obligations pursuant to the Transaction cannot be sold in the public market by Dealer
                                         without registration under the Securities Act, Counterparty shall, at its election, either
                                         (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make
                                         available to Dealer an effective registration statement under the Securities Act and
                                         enter into an agreement, in form and substance reasonably satisfactory to Dealer, substantially
                                         in the form of an underwriting agreement customary for a registered secondary offering
                                         of a similar size in respect of a similar issuer; provided, however, that if Dealer,
                                         in its sole reasonable discretion, is not satisfied with access to due diligence materials,
                                         the results of its due diligence investigation, or the procedures and documentation for
                                         the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph
                                         shall apply at the election of Counterparty, (ii) in order to allow Dealer to sell the
                                         Hedge Shares in a private placement, use commercially reasonable efforts to enter into
                                         a private placement agreement substantially similar to private placement purchase agreements
                                         customary for private placements of equity securities of a similar size in respect of
                                         a similar issuer, in form and substance satisfactory to Dealer (in which case, the Calculation
                                         Agent shall make any adjustments to the terms of the Transaction that are necessary,
                                         in its commercially reasonable judgment, to compensate Dealer for any commercially reasonable
                                         discount from the public market price of the Shares and/or Underlying Shares incurred
                                         on the sale of Hedge Shares in a private placement), or (iii) purchase the Hedge Shares
                                         from Dealer at the then-current market price on such Exchange Business Days, and in the
                                         amounts and at such time(s), reasonably requested by Dealer.



 


		(m)	Repurchase
                                         Notices. Counterparty shall, on or prior to the date that is one Scheduled Trading
                                         Day following any date on which Counterparty effects any repurchase of Shares and/or
                                         Underlying Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase
                                         Notice”) on such day if following such repurchase, the number of outstanding
                                         Underlying Shares as determined on such day is (i) less than 727.2 million (in the case
                                         of the first such notice) or (ii) thereafter more than 37.8 million less than the number
                                         of Underlying Shares included in the immediately preceding Repurchase Notice; provided
                                         that Counterparty may provide Dealer advance notice on or prior to any such day including
                                         the maximum number of Shares and/or Underlying Shares that may be repurchased under a
                                         repurchase program entered into in reliance on Rule 10b5-1(c) and the approximate periods
                                         during which such repurchases may occur, to the extent it expects that repurchases effected
                                         on such day may result in an obligation to deliver a Repurchase Notice (and in such case,
                                         any such advance notice shall be deemed a Repurchase Notice to the maximum extent of
                                         repurchases set forth in such advance notice as if Counterparty had executed such repurchases).
                                         Counterparty agrees that, if Counterparty ceases to qualify as a “foreign private
                                         issuer” as defined in Rule 3b-4 under the Exchange Act or the Shares or Underlying
                                         Shares, as applicable, otherwise become subject to the requirements of Section 16 of
                                         the Exchange Act, Counterparty will indemnify and hold harmless Dealer and its affiliates
                                         and their respective officers, directors, employees, affiliates, advisors, agents and
                                         controlling persons (each, an “Indemnified Person”) from and against
                                         any and all losses (including losses relating to Dealer’s hedging activities as
                                         a consequence of becoming, or of the risk of becoming, a Section 16 “insider”,
                                         including without limitation, any forbearance from hedging activities or cessation of
                                         hedging activities and any losses in connection therewith with respect to the Transaction),
                                         claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses
                                         (including reasonable attorney’s fees of one outside counsel in each relevant jurisdiction),
                                         joint or several, which an Indemnified Person may become subject to, in each case, as
                                         a result of Counterparty’s failure to provide Dealer with a Repurchase Notice on
                                         the day and in the manner specified in this paragraph, and to reimburse, within 30 days,
                                         upon written request, each of such Indemnified Persons for any reasonable legal or other
                                         out-of-pocket expenses (to the extent supported by invoices or other documentation setting
                                         forth in reasonable detail such expenses) incurred in connection with investigating,
                                         preparing for, providing testimony or other evidence in connection with or defending
                                         any of the foregoing. If any suit, action, proceeding (including any governmental or
                                         regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
                                         Person as a result of Counterparty’s failure to provide Dealer with a Repurchase
                                         Notice in accordance with this paragraph, such Indemnified Person shall promptly notify
                                         Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall
                                         retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
                                         Person and any others Counterparty may designate in such proceeding and shall pay the
                                         reasonable fees and expenses of such counsel related to such proceeding. Counterparty
                                         shall not be liable to the extent that the Indemnified Person fails to notify Counterparty
                                         within a commercially reasonable period of time after any action is commenced against
                                         it in respect of which indemnity may be sought hereunder. In addition, Counterparty shall
                                         not have liability for any settlement of any such proceeding contemplated by this paragraph
                                         that is effected without its written consent, but if settled with such consent or if
                                         there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified
                                         Person from and against any loss or liability by reason of such settlement or judgment.
                                         Counterparty shall not, without the prior written consent of the Indemnified Person,
                                         effect any settlement of any pending or threatened proceeding contemplated by this paragraph
                                         in respect of which any Indemnified Person is or could have been a party and indemnity
                                         could have been sought hereunder by such Indemnified Person, unless such settlement includes
                                         an unconditional release of such Indemnified Person from all liability on claims that
                                         are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified
                                         Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified
                                         Person or insufficient in respect of any losses, claims, damages or liabilities referred
                                         to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person
                                         thereunder, shall contribute to the amount paid or payable by such Indemnified Person
                                         as a result of such losses, claims, damages or liabilities. The remedies provided for
                                         in this paragraph are not exclusive and shall not limit any rights or remedies which
                                         may otherwise be available to any Indemnified Person at law or in equity. The indemnity
                                         and contribution agreements contained in this paragraph shall remain operative and in
                                         full force and effect regardless of the termination of the Transaction.



 




    	 	19	 



     


    

 


		(n)	Additional
                                         Notices. Counterparty shall
                                         provide a written notice to Dealer as promptly
                                         as practicable upon becoming
                                         aware that
                                         Counterparty is not
                                         or will no longer be a “foreign
                                         private issuer,” as such term
                                         is defined in Rule 3b-4 under
                                         the Exchange Act.



 


		(o)	Termination
                                         Currency. USD



 


		(p)	Alternative
                                         Calculations and Payment on Early Termination
                                         and on Certain Extraordinary Events.
                                         If Dealer shall owe Counterparty any amount
                                         pursuant to “Consequences of
                                         Merger Events” above or Sections
                                         12.6, 12.7 or 12.9 of the
                                         Equity Definitions or pursuant to
                                         Section 6(d)(ii) of the Agreement (a “Payment
                                         Obligation”), Dealer shall
                                         satisfy any such Payment Obligation
                                         by the Share Termination Alternative
                                         (as defined below) except in the
                                         event (i) of an Insolvency,
                                         a Nationalization, a Merger Event,
                                         or a Bankruptcy Event of Default
                                         under Section 5(a)(vii) of the Agreement,
                                         in each case, in which
                                         the consideration or proceeds to be paid to holders of Shares
                                         consists solely of cash, (ii) of
                                         an Event of Default in which
                                         Counterparty is the Defaulting Party
                                         or a Termination Event in which
                                         Counterparty is the Affected Party
                                         or an Extraordinary Event, which Event
                                         of Default, Termination Event or
                                         Extraordinary Event resulted from an event
                                         or events within Counterparty’s
                                         control, or (iii) any Event of Default resulting
                                         from a breach by Counterparty of its representations
                                         contained in paragraph (g) or (l)
                                         of the section “Additional Representations
                                         and Warranties of Counterparty”
                                         as of or immediately after the Trade
                                         Date or as of or immediately after the Premium
                                         Payment Date; provided that
                                         Counterparty shall have the right,
                                         in its sole discretion, to elect to require
                                         Dealer to satisfy any Payment
                                         Obligation in cash by giving
                                         irrevocable telephonic notice to
                                         Dealer, confirmed in writing
                                         within one Scheduled Trading Day, no
                                         later than 9:30 A.M. New York City time
                                         on the relevant Merger Date, Announcement
                                         Date, Early Termination Date or date of cancellation
                                         or termination in respect of an Extraordinary Event,
                                         as applicable (“Notice of Cash Termination”) so
                                         long as Counterparty repeats the representations
                                         set forth in paragraph (g)
                                         of the section “Additional
                                         Representations and Warranties of Counterparty”
                                         as of the date of such election,
                                         provided further
                                         that Dealer shall have the right,
                                         in its sole discretion, to elect to satisfy
                                         its Payment Obligation by the Share
                                         Termination Alternative, notwithstanding Counterparty’s
                                         election to require Dealer to satisfy
                                         any Payment Obligation in cash.
                                         The following provisions shall
                                         apply for the Share Termination Alternative
                                         on the Scheduled Trading Day immediately
                                         following the relevant
                                         merger date, Announcement Date, Early
                                         Termination Date or date of cancellation
                                         or termination in respect of an Extraordinary Event,
                                         as applicable:



 




    	 	20	 



     


    

 


	Share Termination Alternative:	Applicable. Dealer shall deliver
    to Counterparty the Share Termination Delivery
    Property on, or as promptly as commercially reasonably practicable thereafter, the date on which the
    Payment Obligation would otherwise be due pursuant to
    “Consequences of Merger Events” above, Section 12.7 or 12.9 of the
    Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable, in satisfaction of the Payment
    Obligation.
	 	 
		 
	Share Termination Delivery Property:	A number of
    Share Termination Delivery Units, as calculated by the Calculation Agent,
    equal to the Payment Obligation
    divided by the Share Termination Unit Price. The Calculation Agent
    shall adjust the Share Termination
    Delivery Property by replacing any fractional
    portion of a security therein with
    an amount of cash equal to
    the value of such fractional security
    based on the values used to calculate the
    Share Termination Unit Price.
	 	 
	Share Termination Unit Price:	The value of property contained
    in one Share Termination Delivery Unit on the date such Share
    Termination Delivery Units are delivered as Share Termination Delivery
    Property, as determined by
    the Calculation Agent in its commercially reasonable discretion and notified
    by the Calculation Agent to
    Dealer at the time of notification
    of the Payment
    Obligation.
	 	 
	Share Termination Delivery Unit:	In the case of
    a Termination Event, Event of
    Default, Delisting, Tender Offer or Additional
    Disruption Event, one Share or, in
    the case of an Insolvency,
    Nationalization or Merger Event, one Share or a unit
    consisting of the number or amount
    of each type of property received by
    a holder of one Share (without
    consideration of any requirement
    to pay cash or other consideration
    in lieu of fractional amounts of
    any securities) in such Insolvency,
    Nationalization or Merger Event, as applicable. If such
    Insolvency, Nationalization or Merger Event involves a choice of consideration
    to be received by holders, such holder shall be deemed to have
    elected to receive the consideration specified by Dealer in its sole discretion.
	 	 
	Failure to Deliver:	Applicable
	 	 
	Other applicable provisions:	If Share Termination Alternative is applicable,
    the provisions of Sections 9.8, 9.9 and 9.11 (except that
    the Representation and Agreement contained in
    Section 9.11 of the Equity Definitions shall be modified
    by excluding any representations
    therein relating to restrictions, obligations, limitations or requirements under
    applicable securities laws arising as a result
    of the fact that Counterparty is the issuer
    of the Shares or any portion of the Share Termination Delivery Units)
    of the Equity Definitions will be applicable as if
    “Physical Settlement” applied to the
    Transaction, except that all references to “Shares” shall
    be read as references to “Share
    Termination Delivery Units.”


 




    	 	21	 



     


    

 


		(q)	Office.



 


(a)
The Office of Counterparty for the Transaction
is: Inapplicable, Counterparty is not a
Multibranch Party.




 


(b) The Office
of Dealer for the Transaction is:
New York




 


		(r)	Notice.
                                         For purposes of the
                                         Agreement (unless otherwise specified in the Agreement),
                                         the addresses for notice to the
                                         parties shall be:



 


(i) to Counterparty:


NIO Inc.


Building 20, No. 56 AnTuo Road,
Jiading District


Shanghai, 201804


People’s Republic of China


Attention: Louis T. Hsieh, Chief
Financial Officer


Telephone No.:       +86
(21) 6908 3306


Facsimile No.:         +86
(21) 3913 0192


 


with a copy to:


 


Nick Wang


VP of Finance


Telephone No.:       +86
(21) 6908-2002


Email: Nick.Wang@nio.com


 


with a copy to:


 


Fang Liu


General Counsel


Telephone No.:       +86
(21) 6908-2277


Email: Fang.Liu@nio.com


 


with a copy to:


 


Sabrina Shi


Senior Corporate Counsel


Telephone No.:       +86
(21) 6908-3391


Email: Danting.Shi@nio.com


 


(ii) to
Dealer:


Credit Suisse Capital LLC


c/o Credit
Suisse Securities (USA) LLC


Eleven Madison
Avenue


New York,
NY 10010


Attention:
Tucker Martin


Telephone:
      (212) 325-9182


Facsimile:
      (212) 743-3661


Email:              tucker.martin@credit-suisse.com


 





    	 	22	 



     


    

 





 


With a copy
to:


Credit Suisse
Securities (USA) LLC


1 Madison
Avenue, 9th Floor


New York,
New York 10010


Attn: Senior
Legal Officer


Telephone:
(212) 538-2616


Facsimile:
(212) 325-8036


Email: stephen.gray@credit-suisse.com


 


For payments
and deliveries:


Facsimile
No.: (212) 325 8175


Telephone
No.: (212) 325 8678 / (212) 325 3213


 


For all
other communications:


 


Telephone:
(212) 538-6040


Facsimile:
(917) 326-8603


 


		(s)	Calculation
                                         Agent. Dealer provided that, following the occurrence and during the continuance
                                         of an Event of Default under Section 5(a)(vii) of the Agreement with respect to which
                                         Dealer is the Defaulting Party, Counterparty shall have the right to designate a nationally
                                         recognized independent equity derivatives dealer to replace Dealer as the Calculation
                                         Agent, and the parties shall work in good faith to execute any appropriate documentation
                                         required by such replacement Calculation Agent.



 


Following any adjustment, determination
or calculation by the Calculation Agent hereunder, the Calculation Agent will, upon written request from Counterparty, promptly
(but in any event within five Scheduled Trading Days) provide to Counterparty by email a report (in a commonly used file format
for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination
or calculation (including any assumptions used in making such adjustment, determination or calculation), it being understood that
in no event will the Calculation Agent be obligated to share with Counterparty any proprietary or confidential data or information
or any proprietary or confidential models used by it in making such adjustment, determination or calculation or any information
that is subject to an obligation not to disclose such information. All calculations and determinations by the Calculation Agent
shall be made in good faith and in a commercially reasonable manner.


 


		(t)	WAIVER OF
                                         JURY TRIAL. EACH PARTY WAIVES,
                                         TO THE FULLEST
                                         EXTENT PERMITTED BY APPLICABLE LAW, ANY
                                         RIGHT IT MAY HAVE TO A TRIAL BY JURY
                                         IN RESPECT OF ANY
                                         SUIT, ACTION OR PROCEEDING RELATING
                                         TO THE TRANSACTION. EACH
                                         PARTY (I) CERTIFIES
                                         THAT NO REPRESENTATIVE, AGENT OR
                                         ATTORNEY OF THE OTHER PARTY HAS
                                         REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
                                         OTHER PARTY WOULD NOT, IN THE
                                         EVENT OF SUCH
                                         A SUIT, ACTION OR PROCEEDING, SEEK
                                         TO ENFORCE THE
                                         FOREGOING WAIVER AND (II) ACKNOWLEDGES
                                         THAT IT AND THE
                                         OTHER PARTY HAVE BEEN INDUCED TO
                                         ENTER INTO THE TRANSACTION, AS
                                         APPLICABLE, BY, AMONG
                                         OTHER THINGS, THE MUTUAL WAIVERS AND
                                         CERTIFICATIONS PROVIDED HEREIN.



 


		(u)	Tax Disclosure.
                                         Effective from the date of commencement
                                         of discussions concerning the Transaction,
                                         Counterparty and each of its employees,
                                         representatives, or other
                                         agents may disclose to any and all
                                         persons, without limitation of any
                                         kind, the tax treatment
                                         and tax structure
                                         of the transaction and
                                         all materials of any kind
                                         (including opinions or other
                                         tax analyses) that are provided to
                                         Counterparty relating to such tax treatment
                                         and tax structure.



 




    	 	23	 



     


    

 


		(v)	Service
                                         of Process. Counterparty irrevocably appoints Law
                                         Debenture Corporate Services Inc. as its authorized agent
                                         upon which process may
                                         be served in
                                         any suit, action or proceeding relating
                                         to the Transaction, and
                                         agrees that service of process in any manner
                                         permitted by applicable law upon such agent
                                         shall be deemed in every respect effective
                                         service of process in any manner
                                         permitted by applicable law upon Counterparty
                                         in any such suit,
                                         action or proceeding. Counterparty
                                         further agrees to take any and
                                         all action as may be necessary to maintain
                                         such designation and appointment
                                         of such agent
                                         in full
                                         force and effect for a period of five and
                                         a half years from the
                                         date of this Confirmation. If for
                                         any reason such agent shall cease
                                         to be such
                                         agent for service of process, Counterparty shall
                                         forthwith appoint a new agent of recognized standing for
                                         service of process in the State of New
                                         York and deliver to Dealer a copy of the
                                         new agent’s acceptance of that appointment
                                         within 10 days. Nothing herein shall
                                         affect the right of Dealer to serve
                                         process in any other manner permitted
                                         by law or to commence legal proceedings
                                         or otherwise proceed against
                                         Counterparty in any other court of
                                         competent jurisdiction.



 


		(w)	U.S. Tax
                                         Forms. Without limiting the generality of the foregoing, Counterparty will
                                         provide a U.S. Tax Form W-8BEN-E upon the execution of this Confirmation, promptly upon
                                         learning that any such tax form previously provided by it has become obsolete or incorrect
                                         and promptly upon reasonable demand by Dealer.



 


		(x)	Taxes, Foreign
                                         Account Tax Compliance Act and HIRE Act. Counterparty is classified as a corporation
                                         for the U.S. federal income tax purposes. No income received or to be received under
                                         the Agreement will be effectively connected with the conduct of a trade or business by
                                         Counterparty in the United States. Counterparty is a “non-U.S. branch of a foreign
                                         person” as that term is used in Section 1.1441-4(a)(3)(ii) of the United States
                                         Treasury Regulations (the “Regulations”), and it is a “foreign
                                         person” as that term is used in Section 1.6041-4(a)(4) of the Regulations. The
                                         term “Indemnifiable Tax” as defined in Section 14 of the Agreement shall
                                         not include any U.S. federal withholding tax imposed or collected pursuant to Sections
                                         1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
                                         any current or future regulations or official interpretations thereof, any agreement
                                         entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation,
                                         rules or practices adopted pursuant to any intergovernmental agreement entered into in
                                         connection with the implementation of such Sections of the Code (a “FATCA Withholding
                                         Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction
                                         or withholding of which is required by applicable law for the purposes of Section 2(d)
                                         of the Agreement. The parties agree that the definitions and provisions contained in
                                         the ISDA 2015 Section 871(m) Protocol, as published by the International Swaps and Derivatives
                                         Association, Inc. and as may be amended, supplemented, replaced or superseded from time
                                         to time (the “871(m) Protocol”) shall apply to the Agreement as if
                                         the parties had adhered to the 871(m) Protocol as of the Effective Date. If there is
                                         any inconsistency between this provision and a provision in any other agreement executed
                                         between the parties, this provision shall prevail unless such other agreement expressly
                                         overrides the provisions of the 871(m) Protocol. Each of Dealer and Counterparty shall
                                         provide to the other party tax forms and documents required to be delivered pursuant
                                         to Sections 1471(b) or Section 1472(b)(1) of the Code promptly upon request by the other
                                         party and any other tax forms and documents they are legally able to provide that are
                                         reasonably requested by the other party.



 


		(y)	Role of
                                         Agent. As a broker-dealer registered with the U.S. Securities and Exchange Commission
                                         (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will
                                         be responsible for (i) effecting the Transaction, (ii) issuing all required confirmations
                                         and statements to Dealer and Counterparty, (iii) maintaining books and records relating
                                         to the Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv)
                                         unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s
                                         funds and any securities in connection with each Transaction, in compliance with Rule
                                         15c3-3 under the Exchange Act.



 




    	 	24	 



     


    

 


Credit Suisse
Securities (USA) LLC is acting in connection with the Transaction solely in its capacity as Agent for Dealer and Counterparty
pursuant to instructions from Dealer and Counterparty. Credit Suisse Securities (USA) LLC shall have no responsibility or personal
liability to Dealer or Counterparty arising from any failure by Dealer or Counterparty to pay or perform any obligations hereunder,
or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including without limitation, any
obligations to maintain collateral. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or recover
any securities or monies owing to it in connection with or as a result of the Transaction. Credit Suisse Securities (USA) LLC
shall otherwise have no liability in respect of the Transaction, except for its gross negligence or willful misconduct in performing
its duties as Agent.


 


Any and all
notices, demands, or communications of any kind relating to this Transaction between Dealer and Counterparty shall be transmitted
exclusively through Agent at the following address:


 


Credit Suisse
Capital LLC


c/o Credit
Suisse Securities (USA) LLC


Eleven Madison
Avenue


New York,
NY 10010


Attention:
      Tucker Martin


Telephone:
    (212) 325-9182


Facsimile:
       (212) 743-3661


Email:               tucker.martin@credit-suisse.com


 


With a copy
to:


 


Credit Suisse
Securities (USA) LLC


1 Madison
Avenue, 9th Floor


New York,
New York 10010


Attn: Senior
Legal Officer


Telephone:
(212) 538-2616


Facsimile:
(212) 325-8036


Email: stephen.gray@credit-suisse.com


 


For payments
and deliveries:


 


Facsimile
No.: (212) 325 8175


Telephone
No.: (212) 325 8678 / (212) 325 3213


 


For all other
communications:


 


Telephone:
(212) 538-6040


Facsimile:
(917) 326-8603


 


The date and
time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Counterparty upon written request.


 


The Agent
will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be
received by the Agent in connection with the Transaction evidenced hereby.


 


Dealer is
not a member of the SIPC (Securities Investor Protection Corporation).


 


Dealer represents that it is
an “OTC derivatives dealer” as such term is defined in the Exchange Act and is an affiliate of a broker-dealer that
is registered with and fully-regulated by the SEC, Credit Suisse Securities (USA) LLC.


 




    	 	25	 



     


    

 


		(z)	QFC Stay
                                         Provisions. To the extent that the QFC Stay Rules are applicable hereto, then the
                                         parties agree that (i) to the extent that prior to the date hereof both parties have
                                         adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”),
                                         the terms of the Protocol are incorporated into and form a part of this Confirmation,
                                         and for such purposes this Confirmation shall be deemed a Protocol Covered Agreement
                                         and each party shall be deemed to have the same status as “Regulated Entity”
                                         and/or “Adhering Party” as applicable to it under the Protocol; (ii) to the
                                         extent that prior to the date hereof the parties have executed a separate agreement the
                                         effect of which is to amend the qualified financial contracts between them to conform
                                         with the requirements of the QFC Stay Rules (the “Bilateral Agreement”),
                                         the terms of the Bilateral Agreement are incorporated into and form a part of this Confirmation
                                         and each party shall be deemed to have the status of “Covered Entity” or
                                         “Counterparty Entity” (or other similar term) as applicable to it under the
                                         Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of
                                         Section 1 and Section 2 and the related defined terms (together, the “Bilateral
                                         Terms”) of the form of bilateral template entitled “Full-Length Omnibus
                                         (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November
                                         2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org
                                         and, a copy of which is available upon request), the effect of which is to amend the
                                         qualified financial contracts between the parties thereto to conform with the requirements
                                         of the QFC Stay Rules, are hereby incorporated into and form a part of this Confirmation,
                                         and for such purposes this Confirmation shall be deemed a “Covered Agreement,”
                                         Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed
                                         a “Counterparty Entity.” In the event that, after the date of this Confirmation,
                                         both parties hereto become adhering parties to the Protocol, the terms of the Protocol
                                         will replace the terms of this paragraph. In the event of any inconsistencies between
                                         this Confirmation and the terms of the Protocol, the Bilateral Agreement or the Bilateral
                                         Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms
                                         will govern. Terms used in this paragraph without definition shall have the meanings
                                         assigned to them under the QFC Stay Rules. For purposes of this paragraph, references
                                         to “this Confirmation” include any related credit enhancements entered into
                                         between the parties or provided by one to the other. In addition, the parties agree that
                                         the terms of this paragraph shall be incorporated into any related covered affiliate
                                         credit enhancements, with all references to Dealer replaced by references to the covered
                                         affiliate support provider.



 


“QFC
Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8,
which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal
Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection
Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings
and any restrictions on the transfer of any covered affiliate credit enhancements.


 


		(aa)	Incorporation
                                         of ISDA 2015 Section 871(m) Protocol. The parties to this Confirmation agree that
                                         the amendments set out in the Attachment to the ISDA 2015 Section 871(m) Protocol published
                                         by ISDA on November 2, 2015 and available on the ISDA website (www.isda.org) shall apply
                                         to this Confirmation. The parties further agree that this Confirmation will be deemed
                                         to be a Covered Master Agreement and that the Implementation Date shall be the effective
                                         date of this Confirmation as amended by the parties for the purposes of such Protocol
                                         amendments regardless of the definitions of such terms in the Protocol.



 


		(bb)	Incorporation
                                         of ISDA 2012 FATCA Protocol. The parties to this Confirmation agree that the amendments
                                         set out in the Attachment to the ISDA 2012 FATCA Protocol published by ISDA on August
                                         15, 2012 and available on the ISDA website (www.isda.org) shall apply to this Confirmation.
                                         The parties further agree that this Confirmation will be deemed to be a Covered Master
                                         Agreement and that the Implementation Date shall be the effective date of this Confirmation
                                         as amended by the parties for the purposes of such Protocol amendments regardless of
                                         the definitions of such terms in the Protocol.



 




    	 	26	 



     


    

 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing
this Confirmation and returning it to Dealer.


 


	Yours sincerely,	 
	 	 
	CREDIT
    SUISSE CAPITAL LLC	 
	 	 	 
	By:	/s/ Authorized Signatory	 
	Name:	 	 
	Title:	 	 
	 	 	 
	By:	/s/ Authorized Signatory	 
	Name:	 	 
	Title:	 	 
	 	 	 
	CREDIT
    SUISSE SECURITIES 	 
	(USA)
    LLC, as agent	 
	 	 	 
	By:	/s/ Authorized Signatory	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Zero-Strike Call]


 




     


     


    

 


	Agreed
    and Accepted,	 
	 	 
	NIO
    Inc.	 
	 	 	 
	By:	/s/ Authorized Signatory	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Zero-Strike Call]