Exhibit 4.28


 


JPMorgan Chase Bank,
National Association


London Branch


25 Bank Street


Canary Wharf


London E14 5JP


England


 


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 JPMorgan Chase Bank, National Association, London Branch (“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 50,000,000.98
	 	 
	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:	Cancellation and 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.



 


		(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.



 




    	 	11	 



     


    

 


(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.



 


		(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:


 




    	 	12	 



     


    

 


		(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 or JPMorgan Chase & Co.; 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.


 


(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



 




    	 	16	 



     


    

 


		(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: London



 


		(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:


JPMorgan
Chase Bank, National Association


EDG Marketing
Support


	Email:  	edg_notices@jpmorgan.com
	 	edg.us.flow.corporates.mo@jpmorgan.com
	Facsimile No:   	1-866-886-4506


 


With a copy
to:


 


Attention:
Santosh Sreenivasan


Title: Managing
Director, Head of Equity-Linked Capital Markets, Americas


Telephone
No: 1-212-622-5604


Facsimile
No: 1-212-622-6037



 




    	 	22	 



     


    

  


		(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.



 


		(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.



 




    	 	23	 



     


    

 


		(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. Each party
                                         agrees and acknowledges that (i) J.P. Morgan Securities LLC, an affiliate of Dealer (“JPMS”),
                                         has acted solely as agent and not as principal with respect to the Transaction and (ii)
                                         JPMS has no obligation or liability, by way of guaranty, endorsement or otherwise, in
                                         any manner in respect of the Transaction (including, if applicable, in respect of the
                                         settlement thereof). Each party agrees it will look solely to the other party (or any
                                         guarantor in respect thereof) for performance of such other party’s obligations
                                         under the Transaction. JPMS is authorized to act as agent for Dealer.



 


		(z)	QFC Stay Provisions. The
                                         parties acknowledge and 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 the Agreement, and
                                         for such purposes the Agreement shall be deemed a Protocol Covered Agreement, the J.P.
                                         Morgan entity that is a party to the Agreement (“J.P. Morgan”) shall
                                         be deemed a Regulated Entity and the other entity that is a party to the Agreement (“Counterparty”)
                                         shall be deemed an Adhering Party; (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 the Agreement, and for such purposes the Agreement
                                         shall be deemed a Covered Agreement, J.P. Morgan shall be deemed a Covered Entity and
                                         Counterparty shall be deemed a Counterparty Entity; 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 the Agreement, and for such purposes the Agreement shall be deemed
                                         a “Covered Agreement,” J.P. Morgan shall be deemed a “Covered Entity”
                                         and Counterparty shall be deemed a “Counterparty Entity.” In the event that,
                                         after the date of the Agreement, 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 the Agreement 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 “the Agreement” 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 J.P. Morgan 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.



 




    	 	24	 



     


    

 


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


 


	Yours sincerely,	 
	 	 	 
	J.P. MORGAN SECURITIES LLC, as
    	 
	an agent for JPMorgan Chase Bank,
    	 
	National Association	 
	 	 
	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]