Seller:

Buyer:

Option Style:

Option Type:

Shares:

The Class A American Depositary Shares of the Underlying Shares Issuer, each representing as on the date of this Confirmation, 30 Underlying Shares.

Underlying Shares:

The Class A ordinary shares of the Underlying Shares Issuer, par value US$0.01 each.

Unseasoned Shares:

Seasoned Shares:

Shares that are in book-entry form without any restrictive legends and allowed to be settled through the Clearance System’s regular book-entry settlement services.

Citibank, N.A.

Underlying Shares Issuer:

Polestar Automotive Holding UK PLC, a public limited company incorporated under the laws of England and Wales with company number 13624182.

Deposit Agreement:

The Deposit Agreement by and among the Underlying Shares Issuer, the Issuer as depositary and the holders and beneficial owners of Class A American depositary shares issued thereunder dated as of 23 June 2022, and in the case of Unseasoned Shares, as supplemented by the Restricted Shares Agreement.

Restricted Shares Agreement:

Equity Securities:

Shares, Underlying Shares, any other shares, preferred shares, warrants, rights, options or other similar instruments or securities which are convertible into or exercisable or exchangeable for, or which carry a right to subscribe for or purchase Underlying Shares or other ordinary shares of the Underlying Shares Issuer.

Premium:

USD[ ]. The additional consideration for Party B entering into the Transaction shall be the entry by Party A of the Securities Purchase Agreement.

[ ].

Number of Options:

On each day (a “Determination Day”) during the period from (and including) the Trade Date to (and including) the Expiration Date, a number of Options equal to:

(a)           (x) the number of Placement Shares that have been purchased and fully paid for by Party A in the Share Subscription divided by (y) the Option Entitlement; minus

(b)           (x) the sum of the Number of Disposed Shares in respect of all Relevant Transactions entered into by Party A or any of its Affiliates during the period from (and including) the Trade Date to (and including) such Determination Day divided by (y) the Option Entitlement; minus

(c)           the sum of the Number of Options to be Exercised for each Exercise Date that has occurred prior to (but excluding) such Determination Day; minus

(d)           the sum of the Number of Options to be Early Settled for each Early Settlement Date that has occurred prior to (but excluding) such Determination Day.

For the avoidance of doubt, the Number of Options shall not be adjusted if Party A or any of its Affiliates purchases or acquires any additional Shares outside of the Share Subscription, except that the Number of Options may be adjusted upwards to reflect any adjustment made by the Calculation Agent due to distribution of bonus shares.

Number of Exercisable Options:

On each day (a “Determination Day”) during the period from (and including) the Trade Date to (and including) the Expiration Date, a number of Options equal to:

(a)           the Number of Options on such Determination Day; minus

(b)           the maximum number of Options proposed to be exercised on a future Exercise Date as specified in any Buyer Exercise Notice or Early Buyer Exercise Notice delivered prior to such Determination Day; minus

(c)            the maximum number of Options proposed to be early settled on a future Early Settlement Date as specified in any Seller Settlement Notice delivered prior to such Determination Day,

in each case, subject to the “Early Buyer Exercise Notice” provision below and provided that if such calculation yields a number which is less than zero, then the Number of Exercisable Options shall be deemed to be zero.

Option Entitlement:

Strike Price:

On each day (a “Strike Price Determination Day”) from the Closing Date, an amount in USD equal to:

where:

x   =        the number of calendar days from (and including) the Closing Date to (and excluding) the Strike Price Determination Day.

Accrual Rate:

Nasdaq Global Market.

All Exchanges

Settlement Currency:

Guarantor:

Geely Sweden Holdings AB, a company incorporated under the laws of the Kingdom of Sweden with corporate identity number 556810-9010.

Guarantee:

The deed of guarantee dated on or about the Trade Date between the Guarantor and Party A.

Keepwell Provider:

Zhejiang Geely Holding Group Co., Ltd. (浙江吉利控股集团有限公司), a company incorporated in the PRC with unified credit number 91330000747735638J.

Keepwell Deed:

The keepwell deed dated on or about the Trade Date between the Keepwell Provider and Party A.

Transaction Documents:

The Agreement (including this Confirmation), the Guarantee and the Keepwell Deed.

Securities Purchase Agreement:

The securities purchase agreement entered into between Party A (as purchaser) and the Underlying Shares Issuer (as company) on or about the Trade Date pursuant to which the Underlying Shares Issuer agrees to sell and cause the Depositary to issue to Party A, and Party A agrees to purchase, the Placement Shares at a price equal to the Initial Issue Price per Share (the “Share Subscription”).

Placement Shares:

The [ ] Unseasoned Shares subscribed and fully paid for by Party A pursuant to the Share Subscription, and any Seasoned Shares converted therefrom.

Initial Issue Price:

USD[ ].

Geely Facilities Agreement:

The up to €2,400,000,000 equivalent credit facilities agreement dated 25 February 2025 between (among others) Geely Sweden Financials AB and Geely Finance (Hong Kong) Limited as borrowers (the “Facility Borrowers”) and BNP Paribas as facility agent (the “Facility Agent”) and security agent (the “Initial Geely Facilities Agreement”) and/or any subsequent agreement or instrument entered into by the Facility Borrower(s) and guaranteed by the Guarantor to refinance the Initial Geely Facilities Agreement and/or any further refinancing thereof entered into by the Facility Borrower(s) and guaranteed by the Guarantor.

Polestar Facilities Agreement:

The facilities agreement dated 22 February 2024 between (among others) the Underlying Shares Issuer (as borrower) and Standard Chartered Bank (as agent, security agent and account bank) (the “Initial Polestar Facilities Agreement”) and/or any subsequent agreement or instrument entered into by the Underlying Shares Issuer to refinance the Initial Polestar Facilities Agreement and/or any further refinancing thereof entered into by the Underlying Shares Issuer.

A General Business Day in the PRC, Hong Kong, New York and the Party A Business Day Centre.

“PRC” means, for this purpose, the People’s Republic of China, excluding Hong Kong, Macau or Taiwan.

Party A Business Day Centre:

[ ].

A put option transaction in respect of Shares on substantially the same terms as the Transaction entered into between Party B (as seller) and another party (as buyer) concurrently with a subscription of Shares by such party similar to the Share Subscription.

Procedures for Exercise:

The Options under the Transaction may be exercised in the following manner:

(i)            by the delivery from Party A to Party B of a duly signed and completed Buyer Exercise Notice during the Buyer Notice Delivery Period, in which case:

(A)        the applicable Number of Options to be Exercised shall be deemed automatically exercised on the Expiration Date; and

(B)        the Expiration Date shall be deemed an “Exercise Date” in relation to such number of Options; and

(ii)           following the occurrence of an Early Exercise Event which is continuing, by the delivery from Party A to Party B of a duly signed and completed Early Buyer Exercise Notice during the applicable Early Buyer Exercise Notice Delivery Period, in which case:

(A)        the applicable Number of Options to be Exercised shall be deemed automatically exercised on the Early Expiration Date; and

(B)        the Early Expiration Date shall be deemed an “Exercise Date” in relation to such number of Options.

For the avoidance of doubt, the procedures set out herein shall apply in lieu of the procedures set out in Section 3.2 of the Equity Definitions.

Buyer Exercise Notice:

A written notice substantially in the form set out in Schedule B signed by one or more Authorised Signatory (as defined in Schedule A hereto) of Party A.

Buyer Notice Delivery Period:

The period commencing at 9:00 a.m. (Hong Kong time) on the Buyer Notice Delivery Period Commencement Date and ending at the Expiration Time on the Buyer Notice Delivery Period End Date.

Buyer Notice Delivery Period Commencement Date:

The Transaction Business Day immediately following the Seller Notice Delivery Period End Date.

Buyer Notice Delivery Period End Date:

The date falling 60 days prior to the Expiration Date.

Expiration Time:

Expiration Date:

The date falling 36 Months from the Closing Date (the “Initial Expiration Date”), unless Party B, Party A, the Guarantor and the Keepwell Provider have agreed to postpone the Expiration Date in accordance with “Extension of Expiration Date” below, in which case the Expiration Date shall fall on the Extended Expiration Date.

Section 3.1(f) of the Equity Definitions shall be amended by deleting the provisions after the words “Scheduled Trading Day)” in the third line thereof.

Extension of Expiration Date:

Party B, Party A, the Guarantor and the Keepwell Provider may, by mutual agreement prior to the Buyer Notice Delivery Period Commencement Date, postpone the Expiration Date to the date falling a further 12 Months from the Initial Expiration Date (such date, the “Extended Expiration Date”), subject to:

(a)            the payment from Party B to Party A of an extension fee in the Settlement Currency equal to the product of (1) the Number of Options as on the Initial Expiration Date; (2) the Strike Price as on the Initial Expiration Date; and (3) [ ]%; and

(b)           any adjustment to the Accrual Rate mutually agreed between Party B, the Guarantor, the Keepwell Provider and Party A based on the then prevailing market conditions.

Automatic Exercise:

Applicable. Notwithstanding section 3.4 of the Equity Definitions, Party A shall be deemed to have delivered to Party B a duly completed Buyer Exercise Notice specifying that the maximum number of Options proposed to be exercised on the Expiration Date shall be equal to the Number of Exercisable Options on the Buyer Notice Delivery Period End Date.

For the avoidance of doubt, if Party A notifies Party B prior to the Expiration Time on the Buyer Notice Delivery Period End Date that it does not wish Automatic Exercise to occur, then Automatic Exercise will not apply.

Early Exercise Event:

The occurrence at any time of:

(a)            an Event of Default or a Termination Event in respect of which Party B is the Defaulting Party or an Affected Party (as the case may be) (a “Party B Event”);

(b)           a “Party B Event” under any Equivalent Transaction (an “Equivalent Transaction Event”);

(c)            an event of default (howsoever described) under the Geely Facilities Agreement (a “Geely Facilities Event”);

(d)           a “Guarantor/Keepwell Provider Cross-Default Event”;

(e)            an event of default (howsoever described) under the Polestar Facilities Agreement which has resulted in the facility agent under the Polestar Facilities Agreement delivering an acceleration notice to the Underlying Shares Issuer (a “Polestar Facility Event”);

(f)            a failure by the Underlying Shares Issuer to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with the Securities Purchase Agreement (a “Securities Purchase Agreement Event”);

(g)           a Change of Control; or

(h)           an Extraordinary Cancellation Event.

Party B shall notify Party A of any Early Exercise Event promptly upon becoming aware of its occurrence.

An Early Exercise Event (other than a Geely Facilities Non-FoP Event, a Credit Support Default, a Guarantor/Keepwell Provider Cross-Default Event, a Change of Control or an Extraordinary Cancellation Event) is “continuing” if it has not been remedied or waived by Party A.

A Geely Facilities Non-FoP Event, a Guarantor/Keepwell Provider Cross-Default Event, a Change of Control or a Credit Support Default is “continuing” if it has not been remedied or waived by Party A, provided that:

(1)            if any of such events constitutes both a (x) Geely Non-FoP Facilities Event and (y) one or more Early Exercise Event hereunder, then any waiver given by the Facility Agent for such Geely Facilities Non-FoP Event shall automatically be deemed to also constitute a waiver given by Party A in relation to such Early Exercise Event(s); and

(2)            if as a condition to the waiver given by the Facility Agent for such Geely Facilities Non-FoP Event, the obligors under the Geely Facilities Agreement have agreed to provide any credit enhancements or other benefits to the lenders under such facility, then Party B shall promptly agree to provide equivalent credit enhancements or other benefits to Party A under the Transaction to ensure that the credit risk exposure of Party A under the Transaction remains broadly comparable to the credit risk exposure of such lenders under the Geely Facilities Agreement (or if the parties are unable to agree on what constitutes equivalent credit enhancements or other benefits, such determination shall be made by the Calculation Agent in good faith and in a commercially reasonable manner).

An Extraordinary Cancellation Event is “continuing” if it has not been waived.

A “Geely Facilities Non-FoP Event” means an event of default under the Geely Facilities Agreement other than an event arising from a failure to pay (howsoever described) by an obligor under the Geely Facilities Agreement to pay on the due date any amount payable pursuant to the relevant finance documents relating to the Geely Facilities Agreement.

An “Extraordinary Cancellation Event” means:

(A)          an Extraordinary Event which (but for the provisions of “Consequences of Event of Default, Termination Event or Extraordinary Event”) would result in “Cancellation and Payment” or a Cancellation Amount being required to be determined in accordance with Article 12 of the Equity Definitions; or

(B)           a “Share-for-Other” Merger Event where the “Other Consideration” consists solely of cash.

A written notice substantially in the form set out in Schedule C signed by an Authorised Signatory of Party A.

An Early Buyer Exercise Notice shall not be regarded as having been duly completed unless:

(i)             it specifies the relevant Early Exercise Event to which such notice relates;

(ii)            it designates a Transaction Business Day during the Permitted Early Expiration Date Period as the “Early Expiration Date”; and

(iii)           the maximum number of Options proposed to be exercised on the Early Expiration Date is no greater than the Number of Exercisable Options on the date of such Early Buyer Exercise Notice.

Notwithstanding any provision to the contrary in this Confirmation, if an Early Exercise Event has occurred (x) after the delivery or deemed delivery of a Buyer Exercise Notice or (y) after the delivery of a Seller Settlement Notice but before the Early Settlement Date specified in such Seller Settlement Notice, then:

(A)          (in the case of (y) only), such earlier Seller Settlement Notice shall automatically be deemed to be void and of no effect (and the maximum number of Options proposed to be exercised as specified in such Seller Settlement Notice shall not be counted in the calculation of the Number of Exercisable Options as if the Seller Settlement Notice has never been delivered); and

(B)           (in the case of (x) or (y)), for the avoidance of doubt, Party A shall continue to have the right to deliver an Early Buyer Exercise Notice during the applicable Early Buyer Exercise Notice Delivery Period, and if a duly signed and completed Early Buyer Exercise Notice were so delivered in the case of (x), Party A may in its sole and absolute discretion specify in such Early Buyer Exercise Notice whether such earlier Buyer Exercise Notice shall be deemed to be void and of no effect (and the maximum number of Options proposed to be exercised as specified in such Buyer Exercise Notice shall not be counted in the calculation of the Number of Exercisable Options either (1) as from the date of such Early Buyer Exercise Notice or (2) as if such Early Buyer Exercise Notice has never been delivered).

Early Buyer Exercise Notice Delivery Period:

In respect of an Early Exercise Event which is continuing, the period commencing at the time of the first occurrence of such Early Exercise Event and ending at the Expiration Time on the date falling 15 Transaction Business Days prior to the Expiration Date.

Permitted Early Expiration Date Period:

In respect of an Early Exercise Event which is continuing, the period commencing on (and including) the date falling the applicable Earliest Expiration Date from the date of the relevant Early Buyer Exercise Notice specifying such event and ending on (and including) the Expiration Date.

Earliest Expiration Date:

In respect of:

(i)             a Party B Event, five Transaction Business Days;

(ii)            an Equivalent Transaction Event, five Transaction Business Days;

(iii)           a Geely Facilities Event, five Transaction Business Days;

(iv)          a Guarantor/Keepwell Provider Cross-Default Event, five Transaction Business Days;

(v)           a Polestar Facilities Event, five Transaction Business Days;

(vi)          a Securities Purchase Agreement Event, if such event results in Party A being unable to hold Shares, eight Transaction Business Days, otherwise, 60 Transaction Business Days;

(vii)         a Change of Control, 15 Transaction Business Days;

(viii)        an Extraordinary Cancellation Event arising from Insolvency or Insolvency Filing, five Transaction Business Days;

(ix)           an Extraordinary Cancellation Event arising from a Change in Law, 30 Transaction Business Days (or if earlier, the last day of any applicable grace period permitted by law);

(x)            an Extraordinary Cancellation Event arising from a Hedging Disruption and/or Increased Cost of Hedging, 15 Transaction Business Days (or if earlier, the last day of any applicable grace period permitted by law); and

(xi)           an Extraordinary Cancellation Event arising from any other Extraordinary Event not specified above, 30 Transaction Business Days.

Credit Support Default:

Section 5(a)(iii)(1) of the Agreement is replaced in its entirety with the following:

“(1)           Failure by any Credit Support Provider of Party B to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document to which it is a party in the following manner:

(a)           any Credit Support Provider does not pay on the due date any amount payable pursuant to a Credit Support Document to which it is a party in the manner and at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by (A) technical and administrative error; or (B) a Disruption Event; and (ii) payment is made within three CSD Business Days of its due date;

(b)           any requirement of paragraph 20 (Anti-bribery, anti- corruption, anti-money laundering and counter-terrorism) of Part B (Representations) of Schedule 1 to the Guarantee, paragraph 15 (Anti-bribery, anti-corruption, anti-money laundering and counter-terrorism) of Part E (General Undertakings) of Schedule 1 to the Guarantee or any undertakings in Part D (Financial Covenants) of Schedule 1 to the Guarantee is not satisfied;

(c)           any Credit Support Provider does not comply with any provision of the Credit Support Documents to which it is a party (other than those referred to in paragraphs (a) and (b) above) and (if such failure to comply is capable of remedy) such failure is continuing after 15 CSD Business Days of the earlier of (i) Party A giving notice to the relevant Credit Support Provider of the failure to comply and (ii) any Credit Support Provider becoming aware of the failure to comply; or

(d)           any representation, warranty or statement made or deemed to be made by any Credit Support Provider in the Credit Support Documents to which it is a party or in any other document delivered by or on behalf of any Credit Support Provider under or in connection with such Credit Support Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, unless the circumstances giving rise to the misrepresentation or misstatement (i) are capable of remedy; and (ii) are remedied within 15 CSD Business Days of the earlier of (A) Party A giving notice of the misrepresentation, breach of warranty or misstatement to the relevant Credit Support Provider and (B) the relevant Credit Support Provider becoming aware of the misrepresentation, breach of warranty or misstatement;”

Either or both of:

(i)            a material disruption to the payment or communications systems or to the financial markets which are, in each case, required to operate in order for payments to be made in connection with a Credit Support Document, provided that the disruption is not caused by, and is beyond the control of, any of the parties to the relevant Credit Support Document; or

(ii)            the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a party to a Credit Support Document preventing that, or any other party (x) from performing its payment obligations under such Credit Support Document or (y) from communicating with other parties in accordance with the terms of such Credit Support Document and which (in either case) is not caused by, and is beyond the control of, the party whose operations are disrupted.

Credit Support Provider:

The Guarantor and the Keepwell Provider shall each be a Credit Support Provider in respect of Party B:

(i)            at any time prior to the prepayment or repayment of the Geely Facilities Agreement in full, for the purposes of Section 5(a)(iii) only (but not, for the avoidance of doubt, for the purposes of any other Events of Default or Termination Events under the Agreement); and

(ii)           at any time after the prepayment or repayment of the Geely Facilities Agreement in full, for the purposes of all Events of Default or Termination Events under the Agreement.

Credit Support Document:

The Guarantee and the Keepwell Deed shall each be a Credit Support Document:

(i)            at any time prior to the prepayment or repayment of the Geely Facilities Agreement in full, for the purposes of Section 5(a)(iii) only (but not, for the avoidance of doubt, for the purposes of any other Events of Default or Termination Events under this Agreement); and

(ii)           at any time after the prepayment or repayment of the Geely Facilities Agreement in full, for the purposes of all Events of Default or Termination Events under the Agreement.

A General Business Day in Hong Kong, New York, PRC, Luxembourg, Brussels, Stockholm and Paris.

Any of the following occurs in respect of (x) the Guarantor and its Subsidiaries from time to time or (y) the Keepwell Provider:

(i)            any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);

(ii)           any of its Financial Indebtedness is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described);

(iii)          any commitment for any of its Financial Indebtedness is cancelled or suspended by any of its creditors as a result of an event of default (however described); or

(iv)          any of its creditors becomes entitled to declare any of its Financial Indebtedness due and payable before its specified maturity as a result of any event of default (however described),

unless the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within all or any of paragraphs (i) to (iv) (without double counting) is less than €[ ] (or its equivalent in any other currency or currencies).

Any indebtedness for or in respect of:

(a)            moneys borrowed;

(b)           any acceptance under any acceptance credit facility (including any dematerialised equivalent);

(c)            any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)           any redeemable preference share;

(e)            any lease, hire purchase contract or similar agreement which would, in accordance with generally accepted accounting principles (“GAAP”), be treated as a balance sheet liability (other than a lease or hire purchase contract which would, in accordance with applicable GAAP in force immediately before the adoption of IFRS 16 (Lease) (where applicable), be treated as an operating lease but would be required to be classified as a finance or capital lease as a result of the application of IFRS 16 (Lease));

(f)            receivables sold or discounted (other than any receivables to the extent they are sold or discounted on a non-recourse basis);

(g)           any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) will be taken into account);

(h)           any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(i)             the acquisition cost of any asset or service to the extent payable before or after its acquisition or possession by the party liable where the advance or deferred payment:

(i)           is arranged primarily as a method of raising finance or of financing the acquisition or the construction of that asset or service; or

(ii)          is due to be made more than six Months before or after the date of acquisition or supply; or

(j)            any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(k)           any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (j) above.

A Change of Control occurs if:

(i)            Mr Li Shufu (李书福) (“Mr Li”) ceases to be:

(A)          the beneficial owner of, whether directly or indirectly through Subsidiaries, at least 80 per cent. of the voting capital of the Keepwell Provider;

(B)          the single largest beneficial owner of, whether directly or indirectly through Subsidiaries, Geely Automobile Holdings Limited; or

(C)          the beneficial owner of, whether directly or indirectly through Subsidiaries, at least 25 per cent. of the voting capital of Geely Automobile Holdings Limited;

(ii)           the Keepwell Provider ceases to be the beneficial owner of, whether directly or indirectly through wholly-owned Subsidiaries, 100 per cent. of the voting capital of the Guarantor; or

(iii)          the Guarantor ceases to be the beneficial owner of, whether directly or indirectly through Subsidiaries or through Volvo Car AB (as defined in the Guarantee), at least 51 per cent. of the voting capital of Volvo Car Corporation (as defined in the Guarantee);

(iv)          Mr. Li ceases to the beneficial owner of, whether directly or indirectly through wholly- owned Subsidiaries, 100 per cent. of the voting capital of Party B; or

(v)           (1) Volvo Car Corporation, (2) PSD INVESTMENT LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands with company number 2033695 (“PSD”), (3) the Guarantor and/or (4) any other person in which Mr. Li directly or indirectly holds at least 51 per cent. of the shares or equity interests, collectively, cease to be the beneficial owner of, whether directly or indirectly through Subsidiaries, at least 51 per cent. of the voting capital of the Underlying Shares Issuer.

Consequences of Event of Default, Termination Event or Extraordinary Event:

Notwithstanding anything to the contrary in the Agreement or the Equity Definitions:

(i)            if an event is both (x) an Event of Default (other than a Specified Event of Default) or a Termination Event (other than a Specified Termination Event) and (y) an Early Exercise Event, then the consequences set out in Section 6 of the Agreement shall not apply; and

(ii)           if an event is both (x) an Extraordinary Event and (y) an Early Exercise Event, then the consequences set out in Sections 12.7, 12.8 and 12.9 of the Equity Definitions shall not apply,

and in either case, Party A may instead exercise the Options by the delivery of an Early Buyer Exercise Notice in accordance with the procedures set out herein.

For the avoidance of doubt, if an event is both (x) a Specified Event of Default or a Specified Termination Event and (y) an Early Exercise Event, then Party A may, in its discretion, while such event is continuing:

(A)          designate an Early Termination Date in respect of the Transaction in accordance with Section 6(a) of the Agreement; or

(B)           early exercise the Options by delivering an Early Buyer Exercise Notice in accordance with the procedures set out herein.

A “Specified Event of Default” means the occurrence of Section 5(a)(i) (Failure to Pay or Deliver), Section 5(a)(vii) (Bankruptcy) or Section 5(a)(viii) (Merger Without Assumption) in respect of which Party B is the Defaulting Party.

A “Specified Termination Event” means the occurrence of Section 5(b)(iv) (Tax Event Upon Merger) or Section 5(b)(v) (Credit Event Upon Merger) in respect of which Party B is an Affected Party.

A written notice substantially in the form set out in Schedule D signed by an Authorised Signatory of Party B.

A Seller Settlement Notice shall not be regarded as having been duly completed unless:

(i)            it designates a Transaction Business Day during the Permitted Seller Settlement Date Period as an “Early Settlement Date”; and

(ii)          it specifies:

(A)       the sum of the maximum number of Options proposed to be early settled under the Transaction and all other outstanding Equivalent Transactions on the same date;

(B)       the applicable Pro Rata Ratio; and

(C)       the maximum number of Options proposed to be early settled under the Transaction on the Early Settlement Date, which shall be equal to the product of sub-paragraphs (A) and (B) above (rounded up or down to the nearest integer, as the case may be, by Party B in its sole and absolute discretion).

A Seller Settlement Notice or equivalent notice may only be given by Party B under the Transaction or under any other outstanding Equivalent Transaction if each such notice (x) is given on the same date and (y) designates the same date as the Early Settlement Date. For this purpose, an Equivalent Transaction is “outstanding” on the date a Seller Settlement Notice is given if Party B is permitted to give an equivalent notice under that Equivalent Transaction on the same date.

If:

(1)           a duly signed and completed Seller Settlement Notice is delivered by Party B to Party A during the Seller Notice Delivery Period; and

(2)           no Early Exercise Event or Potential Event of Default in respect of Party B as the Defaulting Party has occurred and is continuing at the time of such delivery,

then the applicable Number of Options to be Early Settled shall be early settled on the Early Settlement Date in accordance with section 6 (Settlement Terms) of this Confirmation below.

Pro Rata Ratio:

For a Seller Settlement Notice, the ratio (expressed as a percentage and rounded to the nearest two decimal points) equal to:

(i)            the Number of Exercisable Options under the Transaction on the date of such Seller Settlement Notice; divided by

(ii)           the sum of the Number of Exercisable Options under the Transaction and any other outstanding Equivalent Transaction on such date.

The period commencing at 9:00 a.m. (Hong Kong time) on the Seller Notice Delivery Period Commencement Date and ending at the Expiration Time on the Seller Notice Delivery Period End Date.

Seller Notice Delivery Period Commencement Date:

Seller Notice Delivery Period End Date:

The date falling 90 days prior to the Expiration Date.

The period commencing on (and including) the date falling 60 days from the date of the relevant Seller Settlement Notice and ending on (and including) the Expiration Date.

In respect of each Exercise Date or Early Settlement Date, a written notice substantially in the form set out in Schedule E signed by an Authorised Signatory of Party A:

(i)             certifying:

(A)       the Number of Options as on such Exercise Date or Early Settlement Date;

(B)        (x) the Number of Options to be Exercised on such Exercise Date or (y) the Number of Options to be Early Settled on such Early Settlement Date (as the case may be); and

(C)        if such Confirmation Notice is given in response to an Early Buyer Exercise Notice or a Seller Settlement Notice, to the extent such amount can be determined on or prior to the date of such Confirmation Notice, the amount of any IR Unwind Losses incurred by Party A or its Affiliates in connection with such Exercise Date or Early Settlement Date; and

(ii)           attaching, if any IR Unwind Losses is specified in such Confirmation Notice, a statement displaying in reasonable details the basis for such determination; and

(iii)          (at the option of Party A) specifying whether “Cash Settlement” or “Physical Settlement” shall apply to such Exercise Date or Early Settlement Date.

Following the designation of an Exercise Date in a Buyer Exercise Notice or an Early Buyer Exercise Notice, or the designation of an Early Settlement Date in a Seller Settlement Notice, Party A shall deliver to Party B a duly signed and completed Confirmation Notice during the applicable Confirmation Notice Period, provided that if no Confirmation Notice had been delivered by Party A by the end of the applicable Confirmation Notice Period, Party A shall be deemed to have nevertheless delivered a duly completed Confirmation Notice except that the Number of Options as on such Exercise Date or Early Settlement Date shall be determined by Party B based on the details of all Relevant Transactions that have been notified to Party B in accordance with paragraph 9(f) (Notification of any Transaction in Equity Securities) of the Confirmation prior to Confirmation Notice Period End Date.

In respect of each Exercise Date or Early Settlement Date, the period commencing at 9:00 a.m. (Hong Kong time) on the Confirmation Notice Period Commencement Date and ending at the Expiration Time on the Confirmation Notice Period End Date.

Confirmation Notice Period Commencement Date:

In respect of each Exercise Date or Early Settlement Date, the date falling five Transaction Business Days prior to such Exercise Date or Early Settlement Date.

Confirmation Notice Period End Date:

In respect of each Exercise Date or Early Settlement Date, the date falling one Transaction Business Days prior to such Exercise Date or Early Settlement Date.

In respect of each Exercise Date, a number of Options equal to the lower of:

(i)            maximum number of Options proposed to be exercised on such Exercise Date as specified in the relevant Buyer Exercise Notice or Early Buyer Exercise Notice (as the case may be); and

(ii)           the Number of Options as on such Exercise Date as certified in the Confirmation Notice delivered by Party A (or if no such notice had been given by the end of the applicable Confirmation Notice Period, as determined by Party B) in connection with such Exercise Date.

In respect of each Early Settlement Date, a number of Options equal to the lower of:

(i)            maximum number of Options proposed to be early settled on such Early Settlement Date as specified in the relevant Seller Settlement Notice; and

(ii)           the Number of Options as on such Early Settlement Date as certified in the Confirmation Notice delivered by Party A (or if no such notice had been given by the end of the applicable Confirmation Notice Period, as determined by Party B) in connection with such Early Settlement Date.

In respect of an Exercise Date which has occurred as a result of the delivery of an Early Buyer Exercise Notice or an Early Settlement Date which has occurred as a result of the delivery of a Seller Settlement Notice, the amount of any cost, loss or expenses incurred by Party A and/or its Affiliates in unwinding, adjusting or terminating any corresponding IR Hedge Positions due solely to the designation of such Exercise Date or Early Settlement Date.

IR Hedge Positions:

Any hedge position established by Party A and/or any of its Affiliates for the purpose of hedging Party A’s USD interest rate exposure under the transactions contemplated by Transaction Documents and the Share Subscription.

Notwithstanding section 7.1 of the Equity Definitions, if either Electing Party gives irrevocable written notice to the other party (which in the case of Party A, must be given in the Confirmation Notice), on before the Settlement Method Election Date, of its election to have Physical Settlement or Cash Settlement to apply to an Exercise Date or Early Settlement Date, then such elected settlement method shall apply to such Exercise Date or Early Settlement Date.

If no such written notice is received from either Electing Party on or prior to the Settlement Method Election Date, then the Default Settlement Method shall apply.

If Party A and Party B elect for different settlement methods to apply, then the election by Party A shall prevail.

If both Party B and Party A elect for Cash Settlement to apply, then the election by Party A shall prevail, and the provisions of “Cash Settlement Amount Determination Procedure (Private Auction)” shall apply.

Party A or Party B.

In respect of each Exercise Date or Early Settlement Date, the applicable Confirmation Notice Period End Date.

Physical Settlement.

In respect of each Exercise Date or Early Settlement Date, irrespective of whether “Cash Settlement” or “Physical Settlement” is applicable, Party B shall, as an unconditional obligation, pay to Party A for value on the applicable Settlement Amount Payment Date in cleared funds an amount (the “Settlement Amount”) in the Settlement Currency equal to the sum of:

(i)            (x) Strike Price as on such Exercise Date or Early Settlement Date multiplied by (y) the Number of Shares to be Delivered; and

(ii)           if such Exercise Date occurred as a result of the delivery of an Early Buyer Exercise Notice (but not for the avoidance of doubt a Buyer Exercise Notice) or such Early Settlement Date occurred as a result of the delivery of a Seller Settlement Notice, the applicable IR Unwind Losses specified in the corresponding Confirmation Notice delivered by Party A (if any).

The relevant Exercise Date or Early Settlement Date (or if such date is not a Transaction Business Day, the next following Transaction Business Day).

If an Exercise Date has occurred as a result of the delivery of an Early Buyer Exercise Notice (but not for the avoidance of doubt a Buyer Exercise Notice) or an Early Settlement Date has occurred as a result of the delivery of a Seller Settlement Notice, unless the amount of the IR Unwind Losses has been included in the calculation of the relevant Settlement Amount, Party A may, on any Transaction Business Day falling on or prior to the IR Unwind Losses True-Up Long-Stop Date, provide Party B with a notice (an “IR Unwind Losses True-Up Notice”) signed by an Authorised Signatory of Party A certifying the amount of IR Unwind Losses incurred by Party A or its Affiliates in connection with such Exercise Date or Early Settlement Date and attaching a statement displaying in reasonable details the basis for such determination.

If a duly signed IR Unwind Losses True-Up Notice is delivered in accordance with the foregoing paragraph on or prior to the applicable IR Unwind Losses True-Up Long-Stop Date, Party B shall promptly pay to Party A an amount in the Settlement Currency equal to the IR Unwind Losses specified in such IR Unwind Losses True-Up Notice within five Transaction Business Days of the date of such notice.

For the avoidance of doubt: (1) only one IR Unwind Losses True-Up Notice may be delivered by Party A and (2) if no IR Unwind Losses True-Up Notice is received from Party A by the applicable IR Unwind Losses True-Up Long-Stop Date and no IR Unwind Losses is specified in the relevant Confirmation Notice, then Party A’s IR Unwind Losses shall be deemed to be zero.

Party A shall promptly upon request provide Party B with any quotation, market data or information from internal or external sources used in making its determination of any actual or estimated IR Unwind Losses.

IR Unwind Losses True-Up Long-Stop Date:

The date falling five Transaction Business Days from the relevant Exercise Date or Early Settlement Date.

Physical Settlement:

In respect of each Exercise Date for which Physical Settlement is applicable, subject to the condition precedent that Party A has received or otherwise recovered (whether by the exercise of any right or remedy under any Transaction Document or otherwise) the Settlement Amount in cleared funds (such condition, the “Settlement Amount Payment Condition”), Party A shall deliver to the relevant Party B Receiving Party the Number of Shares to be Delivered (in the form of Unseasoned Shares and/or Seasoned Shares) in accordance with the Settlement Procedures on the applicable Settlement Date.

For the avoidance of doubt, (x) references to “Exercise Date” in Article 9 of the Equity Definitions or the section headed “Physical Settlement” herein shall be deemed to include an “Early Settlement Date”; and (y) the procedures set out herein shall apply in lieu of the procedures set out in Section 9.1(b) of the Equity Definitions.

Number of Shares to be Delivered:

Settlement Date:

The first Settlement Delivery Day after the date on which the Settlement Amount Payment Condition is satisfied (if such condition is satisfied at or before 9:00 p.m. (Hong Kong time)) or the second Settlement Delivery Day after the date on which the Settlement Amount Payment Condition is satisfied (if such condition is satisfied after 9:00 p.m. (Hong Kong time) (the “Scheduled Settlement Date”), unless:

(i)           a Settlement Disruption Event prevents delivery of such Shares on that date in accordance with the Settlement Procedure, in which case, the Settlement Date shall be:

(A)         in the case of a delivery of Unseasoned Shares, the first succeeding date on which delivery of the Shares can take place in any commercially reasonable manner (and such Shares shall be delivered in such other commercially reasonable manner); or

(B)         in the case of a delivery of Seasoned Shares, as determined in accordance with Section 9.4 of the Equity Definitions; or

(ii)          Party B has delivered to Party A a written notice at least five Transaction Business Days prior to the Scheduled Settlement Date (x) informing Party A that due to a Settlement Regulatory Event, the relevant Party B Receiving Party is unable to accept delivery of, or is able to accept delivery of some but not all of, the Number of Shares to be Delivered (and if the relevant Settlement Regulatory Event is due to paragraph (a) of that definition, confirming that the relevant Party B Receiving Party has made or has a firm intention to make an application for the relevant regulatory approval) and (y) specifying the number of Shares that are affected by such Settlement Regulatory Event, in which case the Settlement Date for the Shares that are not affected by the Settlement Regulatory Event shall remain the Scheduled Settlement Date, and the Settlement Date for the Shares that are affected by the Settlement Regulatory Event shall be the first succeeding date on which the relevant Party B Receiving Party is able to accept the delivery of such Shares. For the avoidance of doubt, there shall be no adjustment to the Settlement Amount paid by Party B as a result of any such partial settlement,

provided that if, as a consequence of the foregoing, the Settlement Date does not occur by the Settlement Longstop Date, then a “Delayed Settlement Event” shall be deemed to have occurred, and Cash Settlement shall apply in lieu in respect of such number of Shares which have yet to be delivered by Party A to the relevant Party B Receiving Party on the Settlement Longstop Date (such number of undelivered Shares, the “Affected Number of Shares to be Delivered”) pursuant to the “Cash Settlement Amount Determination Procedure (Delayed Settlement Event)” provisions below.

In the case of a delivery of Unseasoned Shares, a Transaction Business Day, and in the case of a delivery of Seasoned Shares, a Clearance System Business Day.

Settlement Longstop Date:

The date falling six Months from the Scheduled Settlement Date.

Settlement Procedure:

Delivery of Shares under the Transaction shall be made:

(a)           in the case of a delivery of Unseasoned Shares, by delivery to the relevant Party B Receiving Party of a duly executed transfer certification which has been duly medallion stamped and any other documents (including the original share certificates) required under the Restricted Shares Agreement to constitute a legally valid transfer of the transferring party’s legal and beneficial title in such Unseasoned Shares to the relevant Party B Receiving Party; and

(b)           in the case of a delivery of Seasoned Shares, by the giving of written instructions to the custodian of the relevant Party A Custody Account to result in a legally effective transfer of such Shares to the account specified by the relevant Party B Receiving Party through the Clearance System.

For the avoidance of doubt, Section 9.10 of the Equity Definitions shall not apply to any delivery of Shares under the Transaction.

Settlement Disruption Event:

In respect of a Share, an event beyond the control of the parties as a result of which:

(a)           in the case of an Unseasoned Share, the transfer of such Share cannot be effected for any reason (including, without limitation, where the Issuer cannot effect such transfer); and

(b)           in the case of a Seasoned Share, the Clearance System cannot clear the transfer of such Share.

Settlement Regulatory Event:

Party B determines, in its good faith and in its reasonable judgment, that the receipt of some or all of the Number of Shares to be Delivered would:

(a)          require prior regulatory approval by any governmental or regulatory authority (which the relevant Party B Receiving Party has applied for or has a firm intention to apply for) and such approval has not been received; or

(b)          otherwise be prohibited under any laws, regulations or regulatory orders applicable to Party B and/or any of its Affiliates,

provided that, Party B shall, prior to making such determination, provide reasonable details to elaborate the cause for such Settlement Regulatory Event.

(1) Party B or (2) with the prior written consent of Party A, any other person designated by Party B, provided that the consent of Party A may be withheld for any reason, including, without limitation, due to any legal, tax and/or regulatory restriction and/or any Party A’s internal requirements (including, without limitation, any anti-money laundering and/or know-your-customer obligation).

Representation and Agreement:

Section 9.11 of the Equity Definitions shall be amended by adding the words “, other than, in each case, arising under a Permitted Transfer Restriction” after the words “applicable securities law” in the third final line thereof.

Permitted Transfer Restriction:

Any restriction in respect of Shares solely as a result of:

(a)           such Shares being subject to a “distribution compliance period” (as defined in Rule 902 promulgated under the United States Securities Act of 1933, as amended); or

(b)          (in the case of delivery of Unseasoned Shares) such Shares being subject to the limitations set forth in the Restricted Shares Agreement.

In respect of each Exercise Date for which Cash Settlement is applicable, if the Cash Settlement Amount is a positive number, Party A shall pay such amount to Party B, and if the Cash Settlement Amount is a negative number, Party B shall pay the absolute value of such amount to Party A, in each case, on the applicable Cash Settlement Payment Date.

For the avoidance of doubt, (x) references to “Exercise Date” in Article 8 of the Equity Definitions or the section headed “Cash Settlement” herein shall be deemed to include an “Early Settlement Date”; and (y) the procedures set out herein shall apply in lieu of the procedures set out in Section 8.1 of the Equity Definitions.

Cash Settlement Amount Determination Procedure (Private Auction):

In respect of an Exercise Date for which Cash Settlement is applicable as a result of an election for such settlement by Party A in the applicable Confirmation Notice:

(a)          Party A shall promptly following the applicable Exercise Date conduct an auction (the “Private Auction”) for the sale of a number of Shares equal to the Number of Shares to be Delivered (the “Auction Shares”) through a commercially reasonable process which is consistent with the terms set out below;

(b)         Party A shall invite (1) Party B and (2) other bona fide potential bidders (and Party A will use reasonable effort to ask such bidders to keep the details of the Private Auction confidential, provided that, (i) if no such bidders agree to such confidentiality, then there shall be deemed to be no other bona fide potential bidders and (ii) for the avoidance of doubt, Party A shall not be liable for any disclosures and/or breaches of confidentiality by such bidders) to each submit a single firm bid (expressed as a price per Share) for the purchase of all (but not only part) of the Auction Shares by a commercially reasonable long-stop date specified by Party A (such date, the “Auction Closing Date”);

(c)          neither Party A nor any party to any Equivalent Transaction nor any other of their respective Affiliates (other than Party B) may participate in the Private Auction;

(d)         Party A shall promptly following the Auction Closing Date share with Party B the results of all firm bids that have been validly received by Party A in such auction, and invite Party B only (but not any other bidder) to adjust its earlier bid;

(e)         promptly following the receipt of any adjusted bid from Party B (or confirmation from Party B that it does not wish to adjust its earlier bid), Party A must inform Party B in writing (x) the highest firm bid validly received by Party A in the Private Auction (which may be the adjusted bid from Party B), or if only one valid firm bid is received in the Private Auction, such bid (the amount of such bid, the “Auction Clearance Price”) and (y) whether Party A elects to accept such bid at the Auction Clearance Price;

(f)          Party A shall be under no obligation to accept any bid received in the Private Auction, but if Party A elects to accept any bid received in the Private Auction, Party A must accept the bid at the Auction Clearance Price (or if more than one bid is received at the Auction Clearance Price and one of such bids is from Party B, Party A must accept the bid from Party B);

(g)         if a bid at the Auction Clearance Price is received from Party B, and Party A elects to accept such bid, then the corresponding sale and purchase of the Auction Shares at the Auction Clearance Price shall be settled as soon as commercially reasonably practicable following the Auction Closing Date (the date on which the sale is to be settled, the “Auction Settlement Date”);

(h)         the parties agree that the obligation by Party B to pay to Party A the purchase consideration for the Auction Shares (which shall be equal to the product of (x) the number of Auction Shares multiplied by (y) the Auction Clearance Price) shall be set off against the obligation of Party A to pay to Party B the applicable Cash Settlement Amount; and

(i)          if no bid is received by 5:00 p.m. (Hong Kong time) on the Auction Closing Date (and following notification to Party B, either Party B confirms that it does not wish to submit a further bid or no response is received from Party B by 5:00 p.m. (Hong Kong time) on the date which is one Transaction Business Day following the Auction Closing Date), the Auction Clearance Price shall be deemed zero.

Cash Settlement Amount Determination Procedure (Cash Settlement Buyer Disposal):

In respect of an Exercise Date for which Cash Settlement is applicable as a result of an election for such settlement by Party B:

(a)         Party A shall promptly following the applicable Exercise Date use commercially reasonable efforts to sell a number of Shares equal to the Number of Shares to be Delivered as promptly as reasonably practicable at such price, quantity and manner (including on the Exchange) as Party A may determine acting in good faith and in a commercially reasonable manner (each such sale or disposal, an “Cash Settlement Buyer Disposal”) during the Cash Settlement Buyer Disposal Period;

(b)         each Cash Settlement Buyer Disposal must be at the price reasonably obtainable by Party A at the time such sale or disposal is made;

(c)          Party B acknowledges that Party A may need to impose limitations on the manner and/or to whom a Cash Settlement Buyer Disposal is made in compliance with applicable laws and regulations (including US securities law); and

(d)          following the end of the Cash Settlement Buyer Disposal Period, Party A shall promptly provide Party B with written notice (a “Cash Settlement Buyer Disposal Notice”) of (x) the total number of Shares that Party A has sold pursuant to the Cash Settlement Buyer Disposals during the Cash Settlement Buyer Disposal Period; and (y) the amount of proceeds received by Party A from all Cash Settlement Buyer Disposals made during the Cash Settlement Buyer Disposal Period net of all Taxes (other than any tax imposed or calculated by reference to profit or income), Stamp Taxes, fees, duties, charges and other reasonable out-of-pocket costs and expenses incurred by Party A directly attributable to such Cash Settlement Investments Disposals (the “Cash Settlement Buyer Net Disposal Proceeds”) (which for the avoidance of doubt may be zero or negative if no Cash Settlement Buyer Disposal is taken to have been made during the Cash Settlement Buyer Disposal Period); and

(e)          for the avoidance of doubt, Party A shall have no obligation to deliver to the Party B Receiving Party any remaining Number of Shares to be Delivered that have not been sold at the end of the Cash Settlement Buyer Disposal Period.

The period commencing on the Exercise Date and ending on the earlier of:

(a)          the date falling 21 days after such date; and

(b)          the date when all of the Number of Shares to be Delivered have been sold or disposed.

Cash Settlement Amount Determination Procedure (Delayed Settlement Event):

In respect of an Exercise Date for which Cash Settlement is applicable as a result of the occurrence of a Delayed Settlement Event:

(a)           Party B may from time to time during the Seller Disposal Period provide Party A with a notice (a “Seller Disposal Request”) specifying certain parameters that a hypothetical broker dealer, acting in good faith and in a commercially reasonable manner, subject to the same securities laws and rules and regulations of any securities regulators, exchanges and self-regulating organisations applicable to Party A or any Affiliate designated by Party A (a “Hypothetical Broker Dealer”) would be deemed to take into account when disposing a number of Shares equal to the Affected Number of Shares to be Delivered (each, a “Seller Disposal”);

(b)          each Seller Disposal Request may specify (1) the manner by which any Seller Disposal is to be conducted (including a sale on Exchange); (2) the price or minimum price at which the relevant Shares are to be sold; (3) the number or maximum number of Shares to be sold and (4) the period of time for which such parameters shall remain in effect;

(c)           a Hypothetical Broker Dealer would be deemed to take into account the relevant parameters set out in a Seller Disposal Request when disposing the relevant Affected Number of Shares to be Delivered during the period when such Seller Disposal Request is effective;

(d)           each Seller Disposal by a Hypothetical Broker Dealer shall be deemed to have conducted in a manner that is in compliance with applicable laws and regulations (including US securities law), and if Party A reasonably determines that any parameters set out in a Seller Disposal Request cannot be conducted in such a manner, then such parameters may be adjusted reasonably by Party A so as to enable such Seller Disposal by a Hypothetical Broker Dealer to be conducted in a manner that is in compliance with applicable laws and regulations, or if Party A reasonably determines that such Seller Disposal cannot be conducted by a Hypothetical Broker Dealer in a manner that is in compliance with applicable laws and regulations, then the parties shall as soon as reasonably as practicable enter into good faith discussions with a view to agreeing an alternative manner by which such Seller Disposal can be made;

(e)            promptly following the end of the Seller Disposal Period, Party A shall provide Party B with written notice (a “Seller Disposal Notice”) of (x) the total number of Shares that a Hypothetical Broker Dealer shall be taken to have sold pursuant to the Seller Disposals during the Seller Disposal Period (which the parties agree may be lower than the relevant Affected Number of Shares to be Delivered); and (y) the amount of proceeds that would have been received by the Hypothetical Broker Dealer from all Seller Disposals made during the Seller Disposal Period net of all Taxes (other than any tax imposed or calculated by reference to profit or income), Stamp Taxes, fees, duties, charges and other reasonable out-of-pocket costs and expenses that would be incurred by the Hypothetical Broker Dealer directly attributable to such Seller Disposals (and for this purpose, the parties agree that the amount of Taxes, Stamp Taxes, fees, duties, charges and other costs and expenses that would be incurred by the Hypothetical Broker Dealer would be the same as the amount that would have been incurred by Party A if such disposals were conducted by Party A) (the “Seller Net Disposal Proceeds”) (which for the avoidance of doubt may be zero or negative if no Seller Disposal is taken to have been made during the Seller Disposal Period);

(f)            Party A shall promptly upon demand provide Party B with a statement showing in reasonable detail its determination of the Seller Net Disposal Proceeds (including any quotations, market data or information from internal sources used in making such determination) and such other information (including any brokerage statement or contract note) with respect to each Seller Disposal as Party B may reasonably require;

(g)           if the Seller Disposal Period has come to an end as a result of a notification from Party B to Party A that delivery of the Shares is no longer affected by the relevant Settlement Disruption Event or the Settlement Regulatory Event, as applicable, Party A shall promptly deliver to the Party B Receiving Party any remaining Affected Number of Shares to be Delivered that are taken not to have been sold by a Hypothetical Broker Dealer at such time; and

(h)           if no Seller Disposal is taken to have been made by a Hypothetical Broker Dealer during the Seller Disposal Period, Party A may promptly provide Party B with a statement showing in reasonable details the amount of charges and other reasonable out-of-pocket costs and expenses incurred by Party A and/or its Affiliates directly attributable to the facilitation of such Seller Disposals, and Party B shall promptly on demand reimburse Party A the amount so incurred.

The period commencing on the date of the occurrence of such Delayed Settlement Event and ending on the earlier of:

(a)         the date falling 12 Months after such date;

(b)         the date when all of the relevant Affected Number of Shares to be Delivered are taken to have been sold or disposed by a Hypothetical Broker Dealer; and

(c)         the date on which the delivery of the Shares is no longer affected by the relevant Settlement Disruption Event or the Settlement Regulatory Event, as applicable (including the date on which Party B notifies Party A that such Shares can be delivered to another person approved by Party A as the Party B Receiving Party).

In respect of each Exercise Date:

(a)         if Cash Settlement is applicable to such Exercise Date as a result of an election for such settlement by Party A in the applicable Confirmation Notice, an amount in the Settlement Currency equal to the product of (x) the Number of Shares to be Delivered and (y) the Auction Clearance Price;

(b)         if Cash Settlement is applicable to such Exercise Date as a result of the occurrence of a Delayed Settlement Event, an amount in the Settlement Currency equal to the Seller Net Disposal Proceeds; and

(c)         if Cash Settlement is applicable to such Exercise Date as a result of an election for such settlement by Party B, an amount in the Settlement Currency equal to the Cash Settlement Buyer Net Disposal Proceeds,

in the case of (b) or (c), minus an amount determined by the Calculation Agent equal to the aggregate sum of (without duplication) all reasonable fees, charges, costs, expenses, tax (other than any tax imposed or calculated by reference to profit or income) and duties that may be incurred by Party A and/or its Affiliates in connection with the relevant Cash Settlement Amount Determination Procedure(s).

In respect of each Exercise Date:

(a)         if Cash Settlement is applicable to such Exercise Date as a result of an election for such settlement by Party A in the applicable Confirmation Notice:

(i)            (if in the applicable Private Auction, the bid at the Auction Clearance Price is received from Party B, and Party A elects to sell the Auction Shares to Party B) the applicable Auction Settlement Date; or

(ii)          (if in the applicable Private Auction, the bid at the Auction Clearance Price is not received from Party B, and Party A elects to sell the Auction Shares to that bidder) the date which is as soon as reasonably practicable following the date on which such sale is settled; or

(iii)          (if no bid is received in the applicable Private Auction or Party A elects not to sell the Auction Shares to any bidder), as soon as commercially reasonably practicable following the Auction Closing Date;

(b)         if Cash Settlement is applicable to such Exercise Date as a result of the occurrence of a Delayed Settlement Event, promptly following the date of the Seller Disposal Notice; and

(c)         if Cash Settlement is applicable to such Exercise Date as a result of an election for such settlement by Party B, promptly following the date Party A is satisfied that all amounts outstanding to it under the Transaction Documents have been unconditionally and irrevocably paid or discharged in full.

[Applicable] / [Not Applicable].

If “Modified Close-Out Netting” is specified to be Applicable, notwithstanding anything to the contrary in the Agreement, promptly following the occurrence or effective designation of an Early Termination Date resulting from an Event of Default in respect of which Party B is the Defaulting Party or an Termination Event in respect of which Party B is the sole Affected Party:

(a)          Party A shall use commercially reasonable efforts to sell or otherwise dispose of the relevant Close-Out Buyer Disposal Number of Shares as promptly as reasonably practicable at such price, quantity and manner (including on the Exchange) as Party A may determine acting in good faith and in a commercially reasonable manner (each such sale or disposal, a “Close-Out Buyer Disposal”) during the Close-Out Buyer Disposal Period;

(b)          each Close-Out Buyer Disposal must be at the price reasonably obtainable by Party A at the time such sale or disposal is made;

(c)          Party B acknowledges that Party A may need to impose limitations on the manner and/or to whom a Close-Out Buyer Disposal is made in compliance with applicable laws and regulations (including US securities law);

(d)          following the end of the Close-Out Buyer Disposal Period, Party A shall promptly calculate the Early Termination Amount on the basis that:

(i)            to the extent any number of Options remain unexercised as of the Early Termination Date (the “Number of Unexercised Options”), an Exercise Date shall be deemed to have occurred on the Early Termination Date in respect of such Number of Unexercised Options for which Physical Settlement shall apply (and the Settlement Amount that would be payable by Party B in respect of such deemed Exercise Date shall be an Unpaid Amount owing by Party B to Party A); and

(ii)           the Close-out Amount in respect of the Transaction shall be deemed to be an amount (expressed as a negative number, representing a gain to Party A) equal to the proceeds actually received by Party A from all Close-Out Buyer Disposals made during the Close-Out Buyer Disposal Period net of all Taxes (other than any tax imposed or calculated by reference to profit or income), Stamp Taxes, fees, duties, charges and other reasonable out-of-pocket costs and expenses incurred by Party A and/or its Affiliates directly attributable to such Buyer Disposals (the “Close-Out Buyer Net Disposal Proceeds”) (which for the avoidance of doubt may be zero if no Close-Out Buyer Disposal had been made during the Close-Out Buyer Disposal Period);

(e)          Party A shall provide the statement required under Section 6(d)(i) promptly following the end of the Close-Out Buyer Disposal Period, which statement shall also show in reasonable detail its determination of the Close-Out Buyer Net Disposal Proceeds;

(f)           without limiting paragraph (e) above, Party A shall also promptly upon demand provide Party B with such other information (including any brokerage statement or contract note) with respect to each Close-Out Buyer Disposal as Party B may reasonably require; and

(g)          upon Party A being satisfied that all amounts outstanding to it under the Transaction Documents have been unconditionally and irrevocably paid or discharged in full, Party A shall, at the request of Party B, promptly deliver any remaining Close-Out Buyer Disposal Number of Shares that have not been sold at the time Party A is so satisfied (it being acknowledged that Party A shall not be required to account to Party B for any Shares or proceeds of Shares that have been sold after the Close-Out Buyer Disposal Period).

For the avoidance of doubt, the procedures set out in the foregoing paragraphs shall not apply if “Modified Close-Out Netting” is specified to be Not Applicable.

The sum of (i) the Number of Unexercised Options multiplied by the Option Entitlement and (ii) any Number of Shares to be Delivered for any prior Exercise Date which have not yet been delivered or sold.

Close-Out Buyer Disposal Period:

The period commencing on the Early Termination Date and ending on the earlier of:

(a)          the date falling 21 days after such date;

(b)          the date when all of the relevant Close-Out Buyer Disposal Number of Shares have been sold or disposed; and

(c)          the date on which the aggregate of all Close-Out Buyer Net Disposal Proceeds received from such sale are sufficient to discharge the sum of all Unpaid Amounts owing from Party B to Party A.

Method of Adjustment:

Calculation Agent Adjustment.

The parties agree that in the event a Relevant Cash Dividend is declared by the Underlying Shares Issuer, the Calculation Agent shall account for the effect of such Relevant Cash Dividend by (x) reducing the Strike Price by or (y) following the applicable Settlement Amount Payment Date, imposing an obligation on Party A to pay to Party B an amount in USD equal to 100% of the cash dividend per Share actually received by Party A (net of any applicable Taxes, duties, or other deductions).

For the avoidance of doubt, an adjustment by the Calculation Agent can be made after an Exercise Date.

Relevant Cash Dividend:

Any dividend or distribution on the Shares in the form of cash that has an ex-dividend date occurring during the period from, but excluding, the Trade Date to, and including, the final Settlement Date or Cash Settlement Payment Date.

Consequences of Merger Events:

(a) Share-for-Share:

(b) Share-for-Other:

Calculation Agent Adjustment

For the avoidance of doubt, the definition of “Merger Event” and its consequences set out in the Equity Definitions shall be amended in accordance with the DR Supplement.

Tender Offers:

Applicable. For the avoidance of doubt, the parties agree that the Calculation Agent may determine that no adjustment is necessary after a Tender Offer, and that the definition of “Tender Offer” and its consequences set out in the Equity Definitions shall be amended in accordance with the DR Supplement.

Consequences of Tender Offer:

(a) Share-for-Share:

(b) Share-for-Other:

Calculation Agent Adjustment

Composition of Combined Consideration:

Applicable.

Cancellation and Payment (Calculation Agent Determination). For the avoidance of doubt, the definition of “Nationalization” and its consequences set out in the Equity Definitions shall be amended in accordance with the DR Supplement.

Insolvency:

Cancellation and Payment (Calculation Agent Determination). For the avoidance of doubt, the definition of “Insolvency” and its consequences set out in the Equity Definitions shall be amended in accordance with the DR Supplement.

Delisting:

Cancellation and Payment (Calculation Agent Determination). For the avoidance of doubt, the definition of “Delisting” and its consequences set out in the Equity Definitions shall be amended in accordance with the DR Supplement.

For the avoidance of doubt, each of Nationalization, Insolvency and Delisting shall also constitute an Extraordinary Cancellation Event.

(a) Change in Law:

Applicable, provided that Section 12.9 (a) (ii) of the Equity Definitions is replaced in its entirely by the words:

“Change in Law” means that, on or after the Trade Date of any Transaction (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (B) due to 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), the Calculation Agent determines in good faith that it has become illegal for a party to this Transaction to hold, acquire or dispose of Hedge Positions relating to such Transaction, provided that this section 12.9(a)(ii) shall not apply if the Calculation Agent determines that such party could have taken reasonable steps to avoid such illegality.

(b) Failure to Deliver:

Applicable, provided that for the purpose of this Transaction Section 12.9(b)(ii) of the Equity Definitions shall be amended by deleting all references to “Receiving Party (who shall be the Determining Party)” and inserting “Calculation Agent (who shall be the Determining Party)” in lieu thereof.

Applicable. For the avoidance of doubt, the definition of “Insolvency Filing” and its consequences set out in the Equity Definitions shall be amended in accordance with the DR Supplement.

Applicable, provided that Section 12.9(a)(v) of the Equity Definitions shall be replaced in its entirety with:

“Hedging Disruption” means that a Hedging Party is unable, after using commercially reasonable efforts, to either (i) acquire, establish, re-establish, substitute, maintain, unwind, or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk (or any other relevant price risk, including, but not limited to, the currency risk) of entering into and performing its obligations with respect to this Transaction (including, without limitation, the Shares and/or Underlying Shares), or (ii) freely realize, recover, receive, repatriate, remit or transfer the proceeds of Hedge Positions or this Transaction between accounts within the jurisdiction of the Hedge Positions (the “Affected Jurisdiction”) or from accounts within the Affected Jurisdiction to accounts outside of the Affected Jurisdiction.

Applicable. For the avoidance of doubt, references to “any transaction(s) or asset(s) it deems necessary to hedge the equity price risk of entering into and performing its obligations with respect to the relevant Transaction” shall include, without limitation, the Shares and/or Underlying Shares.

Not Applicable.

(g) Increased Cost of Stock Borrow:

Hedging Party:

Applicable

Agreements and Acknowledgements Regarding Hedging Activities:

Additional Acknowledgements:

GEELY SWEDEN HOLDINGS AB

acting by _______________________

acting under the authority of that company in the presence of:

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