Additional Benefits under Code Section 401(a)(37). Notwithstanding any provisions of the Plan to the contrary, pursuant to Code Section 401(a)(37), in the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. The Plan currently does not provide any such additional benefits, but if the Plan were to provide such additional benefits, then such survivors would be entitled to receive such benefits.

Additional Benefits. During the Employment Period, Executive shall be offered the opportunity to receive or participate in any additional benefits provided to similarly situated executives of the Company in accordance with, and subject to the eligibility requirements of, the plans, practices, programs and policies of the Company and applicable laws and regulations. Executive also shall be provided with vacation entitlements in accordance with the Company’s policy as in effect from time to time.

Additional Severance Benefits. In the event of a termination of employment under any of the situations described in paragraph 2 above, the Company agrees to provide Employee the following additional severance benefits which he/she would not otherwise be entitled. Employee acknowledges and agrees that the totality of severance benefits set forth in this Agreement constitute adequate legal consideration for the promises and representations made by him/her in this Agreement, and are in lieu of any benefits payable under any severance plan now in existence or hereafter adopted.

16 Survival Of Representations And Warranties; Entire Agreement 38

Circular 37 Registration. As soon as possible but in no event later than ten (10) days after the date of this Agreement, to the extent legally required or required by the competent local counterpart of the SAFE to conduct the registration under Circular 37, each of the direct or indirect shareholders of the Company, who is a PRC resident, shall apply to and, within ninety (90) days after the date of this Agreement, obtain a written acceptance from the competent local counterpart of the SAFE in the PRC for the change registration with respect to the transactions contemplated under the Series C Purchase Agreement and any previous shareholding changes of the Company or InnoLight SZ (if applicable) pursuant to the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular 37”) and any successor rule or regulation under PRC law, and shall use its best efforts to complete such change registration and become fully compliant with Circular 37 and all other applicable SAFE rules and regulations in connection with their holding of shares of the Company by no later than February 28, 2015.

Benefits Under Predecessor Plans. Notwithstanding any provision of this Plan to the contrary, nothing shall reduce or impair the interests of individuals with respect to benefits that are being paid under a Predecessor Plan as of the effective date of this Plan without the consent of the affected Participant. Notwithstanding any provision of this Plan to the contrary, nothing shall reduce or impair the interests of individuals with respect to benefits that are accrued under a Predecessor Plan as of the effective date of this Plan without the consent of the affected Participant; provided, however, benefits accrued as of December 31, 2004 under the terms of a Predecessor Plan shall only be distributed and paid under the terms of Section 4 of this Plan.

§37. ACKNOWLEDGMENT OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS.

ARTICLE # THE COMMITMENTS AND CREDIT EXTENSIONS 3538

COMPLIANCE WITH SECTION 409A OF THE CODE SECTION 37.

Notification under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such Grantee's gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Board may, in connection with the grant of an Award or at any time thereafter prior to such an election being made, prohibit a Grantee from making the election described above.