Bitdeer Technologies Group 6-K, filed Nov 27, 2024

Bitdeer Technologies Group (BTDR)

6-K 2024-11-27 For: 2024-11-27

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Added on April 10, 2026

About this 6-K

Bitdeer Technologies Group filed this 6-K on November 27, 2024.

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Exhibit No.	Description

4.1	Indenture, dated November 26, 2024, by and between Bitdeer Technologies Group and U.S. Bank Trust Company, National Association

4.2*	Form of Zero-Strike Call Confirmation

4.3	Form of Global Note, representing Bitdeer Technologies Group’s 5.25% Convertible Senior Note due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

	Bitdeer Technologies Group

	By:	/s/ Jihan Wu
	Name:	Jihan Wu
	Title:	Chairman of the Board and Chief Executive Officer

Date: November 27, 2024

			Page

ARTICLE 1 Definitions			1

	Section 1.01	Definitions	1
	Section 1.02	References to Interest	16

ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes			17

	Section 2.01	Designation and Amount	17
	Section 2.02	Form of Notes	17
	Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	18
	Section 2.04	Execution, Authentication and Delivery of Notes	19
	Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	20

	Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	26
	Section 2.07	Temporary Notes	27
	Section 2.08	Cancellation of Notes Paid, Converted, Etc	28
	Section 2.09	CUSIP Numbers	28
	Section 2.10	Additional Notes; Repurchases	29

ARTICLE 3 Satisfaction and Discharge			29

	Section 3.01	Satisfaction and Discharge	29

ARTICLE 4 Particular Covenants of the Company			30

	Section 4.01	Payment of Principal and Interest	30
	Section 4.02	Maintenance of Office or Agency	30
	Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	30
	Section 4.04	Provisions as to Paying Agent	30
	Section 4.05	Existence	32
	Section 4.06	Rule 144A Information Requirement and Annual Reports	32
	Section 4.07	Stay, Extension and Usury Laws	34
	Section 4.08	Compliance Certificate; Statements as to Defaults	34
	Section 4.09	Further Instruments and Acts	35
	Section 4.10	Additional Amounts	35

ARTICLE 5 Lists of Holders and Reports by the Company and the Trustee			38

	Section 5.01	Lists of Holders	38
	Section 5.02	Preservation and Disclosure of Lists	38

ARTICLE 6 Defaults and Remedies			38

	Section 6.01	Events of Default	38
	Section 6.02	Acceleration; Rescission and Annulment	40
	Section 6.03	Additional Interest	41
	Section 6.04	Payments of Notes on Default; Suit Therefor	42

	Section 6.05	Application of Monies Collected by Trustee	43
	Section 6.06	Proceedings by Holders	44
	Section 6.07	Proceedings by Trustee	45
	Section 6.08	Remedies Cumulative and Continuing	45
	Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	46
	Section 6.10	Notice of Defaults	46
	Section 6.11	Undertaking to Pay Costs	47

ARTICLE 7 Concerning the Trustee			47

	Section 7.01	Duties and Responsibilities of Trustee	47
	Section 7.02	Reliance on Documents, Opinions, Etc	49
	Section 7.03	No Responsibility for Recitals, Etc	50
	Section 7.04	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	50
	Section 7.05	Monies and Ordinary Shares to Be Held in Trust	51
	Section 7.06	Compensation and Expenses of Trustee	51
	Section 7.07	Officer’s Certificate as Evidence	52
	Section 7.08	Eligibility of Trustee	52
	Section 7.09	Resignation or Removal of Trustee	52
	Section 7.10	Acceptance by Successor Trustee	53
	Section 7.11	Succession by Merger, Etc	54
	Section 7.12	Trustee’s Application for Instructions from the Company	54

ARTICLE 8 Concerning the Holders			55

	Section 8.01	Action by Holders	55
	Section 8.02	Proof of Execution by Holders	55
	Section 8.03	Who Are Deemed Absolute Owners	55
	Section 8.04	Company-Owned Notes Disregarded	56
Section 8.05 Revocation of Consents; Future Holders Bound			56

ARTICLE 9 Holders’ Meetings			56

	Section 9.01	Purpose of Meetings	56
	Section 9.02	Call of Meetings by Trustee	57
	Section 9.03	Call of Meetings by Company or Holders	57
	Section 9.04	Qualifications for Voting	57
	Section 9.05	Regulations	57
	Section 9.06	Voting	58
	Section 9.07	No Delay of Rights by Meeting	58

ARTICLE 10 Supplemental Indentures			59

	Section 10.01	Amendments or Supplemental Indentures Without Consent of Holders	59

	Section 10.02	Amendments or Supplemental Indentures with Consent of Holders	60
	Section 10.03	Effect of Supplemental Indentures	61
	Section 10.04	Notation on Notes	61
	Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee	62

ARTICLE 11 Consolidation, Merger and Sale of Assets			62

	Section 11.01	When Company May Merge, Etc	62
	Section 11.02	Successor Entity to Be Substituted	62

ARTICLE 12 Immunity of Incorporators, Stockholders, Officers and Directors			63

	Section 12.01	Indenture and Notes Solely Corporate Obligations	63

ARTICLE 13 [Intentionally Omitted]			63

ARTICLE 14 Conversion of Notes			63

	Section 14.01	Conversion Privilege	63
	Section 14.02	Conversion Procedure; Settlement Upon Conversion	68
	Section 14.03	Adjustment to Conversion Rate Upon Conversion Upon a Make-Whole Fundamental Change	74
	Section 14.04	Adjustment to Conversion Rate upon Conversion in Connection with a Redemption	76
	Section 14.05	Adjustment of Conversion Rate	77
	Section 14.06	Adjustments of Prices	87
	Section 14.07	Shares To Be Fully Paid	87
	Section 14.08	Effect of Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares	87
	Section 14.09	Certain Covenants	89
	Section 14.10	Responsibility of Trustee	90
	Section 14.11	Notice to Holders Prior to Certain Actions	90
	Section 14.12	Shareholder Rights Plans	91
	Section 14.13	Exchange in Lieu of Conversion	91

ARTICLE 15 Repurchase of Notes at Option of Holders			92

	Section 15.01	Repurchase at Option of Holders on December 6, 2027	92
	Section 15.02	Repurchase at Option of Holders Upon a Fundamental Change	94
	Section 15.03	Withdrawal of Fundamental Change Repurchase Notice or Specified Repurchase Date Repurchase Notice	98
	Section 15.04	Deposit of Fundamental Change Repurchase Price	98
	Section 15.05	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	99

ARTICLE 16 Optional Redemption, Cleanup Redemption and Tax Redemption			100

	Section 16.01	Optional Redemption	100
	Section 16.02	Cleanup Redemption	102
	Section 16.03	Tax Redemption	103
	Section 16.04	Payment of Notes Called for Redemption	106
	Section 16.05	Restrictions on Redemption	106

ARTICLE 17 Miscellaneous Provisions			107

	Section 17.01	Governing Law; Jurisdiction	107
	Section 17.02	Waiver of Jury Trial	107
	Section 17.03	Addresses for Notices, Etc	108
	Section 17.04	Provisions Binding on Company’s Successors; Official Acts by Successor Entity	108
	Section 17.05	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	108
	Section 17.06	Legal Holidays	109
	Section 17.07	No Security Interest Created	109
	Section 17.08	Benefits of Indenture	109
	Section 17.09	Table of Contents, Headings, Etc	109
	Section 17.10	Authenticating Agent	110
	Section 17.11	Multiple Originals	111
	Section 17.12	Severability	111
	Section 17.13	Calculations	111
	Section 17.14	Acknowledgement of Senior Notes	111
	Section 17.15	Delivery of Notices	112
	Section 17.16	USA PATRIOT Act	112

	Class A Ordinary Share price
	11.19	12.50	14.00	15.95	18.00	21.00	23.92	26.00	30.00	40.00	60.00	100.00	150.00	200.00
Effective Date
November 26, 2024	26.6529	24.9504	20.4914	16.3473	13.2839	10.2405	8.2571	7.2081	5.7267	3.6190	1.8225	0.5998	0.1313	0.0000
December 1, 2025	26.6529	24.0992	19.3914	15.1154	12.0411	9.0829	7.2191	6.2573	4.9290	3.0980	1.5723	0.5236	0.1121	0.0000
December 1, 2026	26.6529	22.7200	17.7164	13.3392	10.3217	7.5490	5.8817	5.0500	3.9360	2.4640	1.2667	0.4271	0.0871	0.0000
December 1, 2027	26.6529	19.9976	15.1586	10.9473	8.1111	5.6290	4.2379	3.5835	2.7537	1.7285	0.9088	0.3114	0.0582	0.0000
December 1, 2028	26.6529	18.1344	12.5107	7.9085	5.1439	3.1129	2.1931	1.8208	1.3967	0.9060	0.4923	0.1726	0.0285	0.0000
December 1, 2029	26.6529	17.2872	8.7157	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

CR₁	=	the Conversion Rate in effect immediately after the open of business on such Ex- Dividend Date or Effective Date, as applicable;

OS₀	=	the number of Class A Ordinary Shares issued and outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable (before giving effect to any such dividend, distribution, split or combination); and

OS₁	=	the number of Class A Ordinary Shares issued and outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

CR₀	=	the Conversion Rate in effect immediately prior to the open of business on the Ex- Dividend Date for such distribution;

CR₁	=	the Conversion Rate in effect immediately after the open of business on such Ex- Dividend Date;

OS₀	=	the number of Class A Ordinary Shares issued and outstanding immediately prior to the open of business on such Ex-Dividend Date;

X	=	the total number of Class A Ordinary Shares deliverable pursuant to such rights, options or warrants; and

Y	=	the number of Class A Ordinary Shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Class A Ordinary Shares over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the distribution of such rights, options or warrants.

CR₁	=	the Conversion Rate in effect immediately after the open of business on such Ex- Dividend Date for such dividend or distribution;

SP₀	=	the Last Reported Sale Price of the Class A Ordinary Shares on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

C	=	the amount in cash per Class A Ordinary Share the Company distributes to all or substantially all holders of the Class A Ordinary Shares.

AC	=	the aggregate value of all cash and any other consideration (as reasonably determined by the Company in good faith) paid or payable for Class A Ordinary Shares purchased in such tender or exchange offer;

OS₀	=	the number of Class A Ordinary Shares issued and outstanding immediately prior to the Expiration Date (prior to giving effect to the purchase of all Class A Ordinary Shares accepted for purchase or exchange in such tender or exchange offer);

OS₁	=	the number of Class A Ordinary Shares issued and outstanding immediately after the Expiration Date (after giving effect to the purchase of all Class A Ordinary Shares accepted for purchase or exchange in such tender or exchange offer); and

SP₁	=	the average of the Last Reported Sale Prices of the Class A Ordinary Shares over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.



	as Authenticating Agent, certifies that this is one of the Notes described in the within- named Indenture.

	By:

	Authorized Officer

	Bitdeer Technologies Group

	By:	/s/Jihan Wu

	Name:	Jihan Wu

	Title:	Chief Executive Officer

	U.S. BANK TRUST COMPANY, NATIONAL
	ASSOCIATION, as Trustee

	By: /s/ Bradley E. Scarbrough

	Name: Bradley E. Scarbrough

Date of exchange	Amount of decrease in principal amount of this Global Note	Amount of increase in principal amount of this Global Note	Principal amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Note Custodian

	BITDEER TECHNOLOGIES GROUP

	By:
		Name:
		Title:

Dated:

			Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange


Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)
Please print name and address

		Principal amount to be converted (if less than all):
		$_______,000

		NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

		Social Security or Other Taxpayer Identification Number

Dated:

			Signature(s)

			Social Security or Other Taxpayer Identification Number

			Principal amount to be repurchased (if less than all):
			$_______,000

			NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Trade Date:	November 21, 2024

Option Style:	European

Option Type:	Call

Seller:	Dealer

Buyer:	Counterparty

Shares:	Class A ordinary shares, par value USD 0.0000001 each, of Counterparty (Ticker Symbol: “BTDR”)

Number of Options:	14,298,480. 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 159,999,991.20

Premium Payment Date:	November 26, 2024

Exchange(s):	The Nasdaq Capital Market, or any successor to such exchange or quotation system.

Related Exchange(s):	All Exchanges

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.

Expiration Time:	The Valuation Time

Expiration Date:	The 41st Non-Disrupted Day following December 1, 2029

Automatic Exercise:	Applicable

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, December 1, 2029, 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, for each Averaging Date that is a Disrupted Day, assign the Scheduled Trading Date immediately after the then last Averaging Date to be an additional Averaging Date.

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; provided that, in the case of any Early Settlement, the terms of “Early Settlement” set forth in Section 5(h) shall apply.

Settlement 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 that exist as a result of the fact that Counterparty is the issuer of the Shares.

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 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).

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, the Nasdaq Global Market or the Nasdaq Capital Market (or their respective successors)”.

Share-for-Share:	The definition of “Share-for-Share” in Section 12.1(f) of the Equity Definitions is hereby amended by the deletion of the parenthetical in clause (i) thereof.

Consequences of Merger Events:

	(a)	Share-for-Share	Modified Calculation Agent Adjustment

	(b)	Share-for-Other	Cancellation and Payment (Calculation Agent Determination)

	(c)	Share-for-Combined	Component Adjustment

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

Modified Calculation Agent Adjustment:	If, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares 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) registered or incorporated 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 registered or incorporated under the laws of the Cayman Islands, then, in any case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election.

Composition of Combined Consideration:	Not Applicable; provided that, notwithstanding Sections 12.5(b) and 12.1(f) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be elected by an actual holder of the Shares, the Calculation Agent will, in its commercially reasonable discretion, determine such composition.

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, the Nasdaq Global Market or the Nasdaq Capital 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(l) 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 (provided that the period for dismissal, discharge, stay or restraint therein shall be increased from “within 15 days” to “within 30 days)”.

	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 (provided that the period for dismissal, discharge, stay or restraint therein shall be increased from “within 15 days” to “within 30 days)”.

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 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)”.

Failure to Deliver:	Applicable

Insolvency Filing:	Applicable

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.

Information Rights:	Following any determination or calculation by the Determining Party, Hedging Party or Calculation Agent hereunder, the Determining Party, Hedging Party or Calculation Agent, as applicable, 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, Hedging Party or Calculation Agent, as applicable, 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 Determining Party, Hedging Party or Calculation Agent is permitted or required to make an adjustment or a determination of any amount pursuant to the terms of this Confirmation, the Equity Definitions or the Agreement to take into account the effect of any event, the Determining Party, Hedging Party or Calculation Agent, as the case may be, shall make such adjustment or determination by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable Hedge Position.

Non-Reliance:	Applicable

Agreements and Acknowledgments Regarding Hedging Activities:	Applicable

Additional Acknowledgments:	Applicable

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.”

Portfolio Data:	Dealer: [***]
Counterparty:	[***]
Notice of discrepancy:	Dealer: [***]
Counterparty:	[***]
Dispute Notice:	Dealer: [***]
Counterparty:	[***]