Common use of Exchange Control Requirements Clause in Contracts

Exchange Control Requirements. You understand and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock to China. You further understand that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate, and you hereby consent and agree that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to you. You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, the Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyNotifications Foreign Asset/Account Reporting Information. PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, you understand and agree that as well as details of any economic transactions conducted with non-PRC residents, either directly or through financial institutions. Under these rules, the Company is under no obligation to secure any particular exchange conversion rate and there Participant may be delays in converting subject to reporting obligations for the MSUs and any cash proceeds acquired under the Plan and Plan-related transactions. It is the Participant’s responsibility to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid comply with this reporting obligation and the time the cash proceeds are distributed to you through the special account described aboveParticipant should consult his or her personal advisor in this regard.

Exchange Control Requirements. You understand Grantee understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be agrees that, if he or she is subject to the registration and compliance of the Plan with applicable exchange control regulations laws in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you Grantee will be required to repatriate the cash proceeds from the mandatory sale of the shares of Common Stock issued upon vesting of acquired under the Award as well as any cash dividends paid on such shares of Stock Plan to China. You Grantee further understand understands that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company, an Affiliate or the Employer or any other AffiliateEmployer, and you Grantee hereby consent consents and agree agrees that any cash proceeds from the sale of any shares of Common Stock issued upon vesting of acquired under the Award as well as any cash dividends paid on such shares of Stock Plan may be transferred to such special account prior to being delivered to youGrantee. You agree to sign any agreements, forms and/or consents that The proceeds may be reasonably requested by the Company (paid to Grantee in U.S. dollars or local currency at the Company’s designated broker) discretion. If the proceeds are paid to effectuate Grantee in U.S. dollars, Grantee understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to Grantee in local currency, Grantee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. Grantee agrees to bear any currency fluctuation risk between the time the shares of Common Stock are sold and the remittances, transfers, conversions or other processes affecting time the proceedsproceeds are distributed to Grantee. You Grantee further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyAPPENDIX EMULEX CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S. GRANTEES Terms and Conditions This Appendix includes additional terms and conditions that govern the grant (the “Award”) of restricted stock units (the “Restricted Stock Units”) to Grantee under the Emulex Corporation Amended and Restated 2005 Equity Incentive Plan (the “Plan”) if Grantee resides in one of the countries listed below. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Plan and/or the Restricted Stock Unit Award Agreement (the “Agreement”), you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described aboveas applicable.

Exchange Control Requirements. You understand Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends paid on such shares of Stock to ChinaShares. You Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Subsidiaries or Affiliates, and you Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youParticipant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining Participant’s tax liability). You Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyNotifications Foreign Asset/Account Reporting Information. PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, you understand and agree that the Company is under no obligation to secure as well as details of any particular exchange conversion rate and there economic transactions conducted with non-PRC residents, either directly or through financial institutions. Under these rules, Participant may be delays in converting subject to reporting obligations for the Awards and any cash proceeds acquired under the Plan and Plan-related transactions. It is Participant’s responsibility to local currency due to exchange control restrictionscomply with this reporting obligation and Participant should consult his or her personal advisor in this regard. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.France

Exchange Control Requirements. You understand Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends paid on such shares of Stock to ChinaShares. You Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Subsidiaries or Affiliates, and you Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youParticipant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining Participant’s tax liability). You Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends distributions paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in United States dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in United States dollars, the Participant understands that he or she will be required to set up a United States dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the United States dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Company is under no obligation to secure any particular exchange conversion rate. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand and agree that your participation Due to exchange control laws in the Plan PRC, Shares acquired through Performance RSU vestings must be maintained in the Fidelity (or any successor broker designated by the Company) brokerage account until the Shares are sold. When the Shares are sold, all proceeds must be repatriated to the PRC and held in a special exchange control account maintained by the vesting Company, the Employer or one of Awards over shares of Stock under the Plan Company’s subsidiaries in the PRC. To the extent that the Participant holds any Shares on the date that is three (3) months (or such other period as may be subject to required by the registration and compliance SAFE) after the date of the Plan Participant’s termination of employment with applicable exchange control regulations in Chinathe Company or the Employer, the Participant authorizes Fidelity (or any successor broker designated by the Company) to sell such Shares on the Participant’s behalf at that time or as soon as is administratively practical thereafter. If The Participant understands and agrees that the registration Company's designated broker is under no obligation to arrange for the sale of the Plan lapses or Shares at any particular price. Upon the sale of the Shares, the Company determines, in its discretion, that agrees to pay the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate Participant the cash proceeds from the mandatory sale of sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant further is required to repatriate to the shares of Stock issued upon vesting of PRC any dividends or dividend equivalents paid to the Award as well as any cash dividends paid on such shares of Stock Participant in relation to China. You further understand that, under local law, such repatriation of cash proceeds may need to be effectuated Performance RSUs through a special exchange control account established by the Company, the Employer Employer, or any other Affiliate, and you one of the Company’s subsidiaries in the PRC. The Participant hereby consent and agree agrees that any cash proceeds from the sale of any shares of Stock issued upon vesting of Participant’s participation in the Award as well as any cash dividends paid on such shares of Stock Plan may be transferred to such special account prior to being delivered to youthe Participant. You agree The Participant also understands and agrees that there will be a delay between the date the Shares are sold and the date the cash proceeds are distributed to sign the Participant. The Participant agrees to bear any agreements, forms and/or consents that may be reasonably requested by currency fluctuation risk between the Company (or time the Company’s designated broker) Shares are sold and the time the cash proceeds are distributed to effectuate any of the remittances, transfers, conversions or other processes affecting Participant through the proceedsspecial account described above. You The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described abovePRC.

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, the Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyNotifications Foreign Asset/Account Reporting Information. PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, you understand and agree that as well as details of any economic transactions conducted with non-PRC residents, either directly or through financial institutions. Under these rules, the Company is under no obligation to secure any particular exchange conversion rate and there Participant may be delays in converting subject to reporting obligations for the MSUs and any cash proceeds acquired under the Plan and Plan-related transactions. It is the Participant’s responsibility to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid comply with this reporting obligation and the time the cash proceeds are distributed to you through the special account described above.Participant should consult his or her personal advisor in this regard. DENMARK

Exchange Control Requirements. You understand Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends paid on such shares of Stock to ChinaShares. You Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Subsidiaries or Affiliates, and you Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youParticipant. You agree The Company may deliver the proceeds to sign any agreementsParticipant in U.S. dollars or local currency at the Company's discretion. If the proceeds are paid in U.S. dollars, forms and/or consents Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be reasonably requested by deposited into this account. If the Company proceeds are converted to local currency, there may be delays in delivering the proceeds to Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) when the proceeds can be converted into local currency, the proceeds that Participant receives may be more or less than the Company’s designated broker) to effectuate any market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining Participant's tax liability). You Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyNotifications Foreign Asset/Account Reporting Information. PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, you understand and agree that the Company is under no obligation to secure as well as details of any particular exchange conversion rate and there economic transactions conducted with non-PRC residents, either directly or through financial institutions. Under these rules, Participant may be delays in converting subject to reporting obligations for the Awards and any cash proceeds acquired under the Plan and Plan-related transactions. It is Participant's responsibility to local currency due to exchange control restrictionscomply with this reporting obligation and Participant should consult his or her personal advisor in this regard. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.France

Exchange Control Requirements. You understand By accepting the Restricted Stock Units, Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree agrees that, pursuant to local exchange control requirements, you Participant will be required to repatriate the cash proceeds from the mandatory sale of the shares Shares and the receipt of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock to China. You Participant further understand understands that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliateanother Subsidiary, and you Participant hereby consent consents and agree agrees that any proceeds from the sale of any shares Shares Participant acquires upon the vesting and settlement of Restricted Stock issued upon vesting of the Award as well as Units and any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youParticipant. You agree Participant further understands that the proceeds will be delivered to sign any agreementsParticipant as soon as possible, forms and/or consents that but there may be reasonably requested by delays in distributing the Company (or the Company’s designated broker) funds to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree Participant due to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyProceeds may be paid to Participant in U.S. dollars or local currency, you understand and agree at the Company’s discretion. If the proceeds are paid in U.S. dollars, Participant will be required to set up a U.S. dollar bank account in China so that the Company proceeds may be deposited into this account. If the proceeds are paid in local currency, Participant agrees that the Company, the Employer or any other Subsidiary in China is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree Participant agrees to bear any currency fluctuation risk between the time the shares of Stock cash proceeds are sold or dividends are paid received and the time the cash proceeds are distributed to you Participant through the special account described above. Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends or dividend equivalents paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, the Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.Notifications

Exchange Control Requirements. You understand and agree that your participation Due to exchange control laws in the Plan PRC, Shares acquired through RSU vestings must be maintained in the Fidelity (or any successor broker designated by the Company) brokerage account until the Shares are sold. When the Shares are sold, all proceeds must be repatriated to the PRC and held in a special exchange control account maintained by the vesting Company, the Employer or one of Awards over shares of Stock under the Plan Company’s subsidiaries in the PRC. To the extent that the Participant holds any Shares on the date that is three (3) months (or such other period as may be subject to required by the registration and compliance SAFE) after the date of the Plan Participant’s termination of employment with applicable exchange control regulations in Chinathe Company or the Employer, the Participant authorizes Fidelity (or any successor broker designated by the Company) to sell such Shares on the Participant’s behalf at that time or as soon as is administratively practical thereafter. If The Participant understands and agrees that the registration Company's designated broker is under no obligation to arrange for the sale of the Plan lapses or Shares at any particular price. Upon the sale of the Shares, the Company determines, in its discretion, that agrees to pay the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate Participant the cash proceeds from the mandatory sale of sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant further is required to repatriate to the shares of Stock issued upon vesting of PRC any dividends or dividend equivalents paid to the Award as well as any cash dividends paid on such shares of Stock Participant in relation to China. You further understand that, under local law, such repatriation of cash proceeds may need to be effectuated RSUs through a special exchange control account established by the Company, the Employer Employer, or any other Affiliate, and you one of the Company’s subsidiaries in the PRC. The Participant hereby consent and agree agrees that any cash proceeds from the sale of any shares of Stock issued upon vesting of Participant’s participation in the Award as well as any cash dividends paid on such shares of Stock Plan may be transferred to such special account prior to being delivered to youthe Participant. You agree The Participant also understands and agrees that there will be a delay between the date the Shares are sold and the date the cash proceeds are distributed to sign the Participant. The Participant agrees to bear any agreements, forms and/or consents that may be reasonably requested by currency fluctuation risk between the Company (or time the Company’s designated broker) Shares are sold and the time the cash proceeds are distributed to effectuate any of the remittances, transfers, conversions or other processes affecting Participant through the proceedsspecial account described above. You The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described abovePRC.

Exchange Control Requirements. You understand Grantee understands and agree agrees that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you Grantee will be required to immediately repatriate the cash proceeds to China any funds resulting from the mandatory sale of Restricted Stock Units (e.g., the shares of Stock issued upon vesting of the Award as well as any cash sales proceeds, dividends paid on such shares of Stock to ChinaShares). You Grantee further understand understands that, under local lawapplicable exchange control laws and regulations, such repatriation of cash proceeds funds may need to be effectuated effected through a special exchange control account established by the Company, the Employer or any other Affiliate, Parent or Subsidiary and you Grantee hereby consent consents and agree agrees that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock funds may be transferred to such special account prior to being delivered to youGrantee. You agree Grantee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree The proceeds may be paid to Grantee in U.S. dollars or in local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, Grantee understands that he or she will be required to set up a U.S. dollar account in China so that the proceeds may be deposited into this account. Grantee understands and acknowledges that the Company may face delays in distributing the proceeds to Grantee due to exchange control requirements in China. As a result, Grantee understands and acknowledges that neither the Company nor the Employer nor any other Parent or Subsidiary can be held liable for any delay in delivering the proceeds to Grantee. If the proceeds are paid in local currency, Grantee acknowledges that the Company is under no obligation to secure any particular exchange control conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control requirements. Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold or a dividend is paid and the time the net proceeds are converted to local currency and distributed to Grantee. Finally, Grantee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there Notifications Foreign Asset/Account Reporting Notification Chinese residents may be delays in converting required to report to the cash proceeds State Administration of Foreign Exchange (“SAFE”) all details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-China residents. Under these rules, Grantee may be subject to local currency due to exchange control restrictionsreporting obligations for the Restricted Stock Units, Shares acquired under the Plan and Plan-related transactions. You agree to bear any currency fluctuation risk between the time the shares of Stock FINLAND There are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.no country-specific provisions. FRANCE

Exchange Control Requirements. You understand By accepting the Performance Restricted Stock Unit award, the Recipient understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree agrees that, pursuant to local exchange control requirements, you the Recipient will be required to immediately repatriate the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock PRSU Shares to China. You The Recipient further understand understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other AffiliateCompany and/or a Subsidiary Corporation, and you the Recipient hereby consent consents and agree agrees that any proceeds from the sale of any shares of Stock issued upon vesting of PRSU Shares the Award as well as any cash dividends paid on such shares of Stock Recipient acquires may be transferred to such special account prior to being delivered to youthe Recipient. You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You The Recipient further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyThe proceeds may be paid to the Recipient in U. S. dollars or in local currency, you understand at the Company’s discretion. If the proceeds are paid in U.S. dollars, the Recipient understands and agree agrees that he or she will be required to set up a U.S. dollar bank account in China (if the Recipient does not already have one) so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, the Recipient further understands and agrees that the Company and/or the Employer is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree The Recipient agrees to bear any currency fluctuation risk between the time the shares of Stock cash proceeds are sold or dividends are paid received and the time the cash proceeds are distributed to you the Recipient through the special account described above. The Recipient further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with China exchange control requirements.

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash Share sale proceeds from the mandatory sale cashless exercise of the shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock to ChinaOptions. You The Participant further understand that, under local law, understands that such repatriation of cash the sale proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in United States dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in United States dollars, the Participant understands that he or she will be required to set up a United States dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the United States dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Company is under no obligation to secure any particular exchange conversion rate. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.000000000-v3\NA_DMS COLOMBIA

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends distributions paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in 408098219-v3\NA_DMS United States dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in United States dollars, the Participant understands that he or she will be required to set up a United States dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the United States dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Company is under no obligation to secure any particular exchange conversion rate. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.COLOMBIA

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends distributions paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in United States dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in United States dollars, the Participant understands that he or she will be required to set up a United States dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the United States dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Company is under no obligation to secure any particular exchange conversion rate. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.COLOMBIA

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends or dividend equivalents paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, the Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyNotifications Foreign Asset/Account Reporting Information. PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, you understand and agree that as well as details of any economic transactions conducted with non- PRC residents, either directly or through financial institutions. Under these rules, the Company is under no obligation to secure any particular exchange conversion rate and there Participant may be delays in converting subject to reporting obligations for the Restricted Stock Units and any cash proceeds acquired under the Plan and Plan-related transactions. It is the Participant’s responsibility to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid comply with this reporting obligation and the time the cash proceeds are distributed to you through the special account described aboveParticipant should consult his or her personal advisor in this regard.

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends distributions paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in United States dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in United States dollars, the Participant understands that he or she will be required to set up a United States dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading 408098219-v3\NA_DMS price and/or the United States dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Company is under no obligation to secure any particular exchange conversion rate. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.COLOMBIA

Exchange Control Requirements. You understand Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree agrees that, pursuant to local exchange control requirements, you Participant will be required to repatriate the cash proceeds from the mandatory sale of the shares of Stock Ordinary Shares issued upon vesting the settlement of the Award as well as any cash dividends paid on such shares of Stock RSUs to China. You Participant further understand understands that, under local lawApplicable Laws, such repatriation of Participant’s cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer Company or any other AffiliateParticipant’s employer, and you Participant hereby consent consents and agree agrees that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock Ordinary Shares Participant acquires may be transferred to such special account prior to being delivered to youParticipant. You agree Participant also understands that the Company will deliver the proceeds to sign any agreementsParticipant as soon as possible, forms and/or consents that but there may be reasonably requested by delays in distributing the Company (funds to Participant due to exchange control requirements in China. Proceeds may be paid to Participant in U.S. dollars or local currency at the Company’s designated broker) discretion. If the proceeds are paid to effectuate Participant in U.S. dollars, Participant will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to Participant in local currency, the Company is under no obligation to secure any of particular exchange conversion rate and the remittances, transfers, conversions or other processes affecting Company may face delays in converting the proceedsproceeds to local currency due to exchange control restrictions. You Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyData Privacy. By acceptance of this RSU, you understand Participant acknowledges and agree that consents to the collection, use, processing and transfer of personal data as described below. The Company, the Participant’s employer and the Company’s other Subsidiaries (all together, the “Avago Entities”) hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, employment history and status, salary, nationality, job title, and any equity compensation grants or Ordinary Shares awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Avago Entities will transfer Data to any third parties assisting the Company is in the implementation, administration and management of the Plan. The Avago Entities may also make the Data available to public authorities where required under no obligation to secure any particular exchange conversion rate and there locally applicable law. These recipients may be delays located in converting the cash proceeds United States, the European Economic Area, China or elsewhere, which Participant separately and expressly consents to, accepting that outside China, data protection laws may not be as protective as within. The Participant hereby authorizes the Avago Entities and all such third parties to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company through its local currency due H.R. Director; however, withdrawing the consent may affect Participant’s ability to exchange control restrictionsparticipate in the Plan and receive the benefits intended by this RSU. You agree Data will only be held as long as necessary to bear implement, administer and manage the Participant’s participation in the Plan and any currency fluctuation risk between the time the shares of Stock are sold subsequent claims or dividends are paid and the time the cash proceeds are distributed to you through the special account described aboverights.

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash Share sale proceeds from the mandatory sale cashless exercise of the shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock to ChinaOptions. You The Participant further understand that, under local law, understands that such repatriation of cash the sale proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in United States dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in United States dollars, the Participant understands that he or she will be required to set up a United States dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the United States dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Company is under no obligation to secure any particular exchange conversion rate. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand and agree that your participation Due to exchange control laws in the Plan PRC, Shares acquired through Performance RSU vestings must be maintained in the Fidelity (or any successor broker designated by the Company) brokerage account until the Shares are sold. When the Shares are sold, all proceeds must be repatriated to the PRC and held in a special exchange control account maintained by the vesting Company, the Employer or one of Awards over shares of Stock under the Plan Company’s subsidiaries in the PRC. To the extent that the Participant holds any Shares on the date that is three (3) months (or such other period as may be subject to required by the registration and compliance SAFE) after the date of the Plan Participant’s termination of employment with applicable exchange control regulations in Chinathe Company or the Employer, the Participant authorizes Fidelity (or any successor broker designated by the Company) to sell such Shares on the Participant’s behalf at that time or as soon as is administratively practical thereafter. If The Participant understands and agrees that the registration APPENDIX B - 3 APPENDIX B 2020 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT Company's designated broker is under no obligation to arrange for the sale of the Plan lapses or Shares at any particular price. Upon the sale of the Shares, the Company determines, in its discretion, that agrees to pay the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate Participant the cash proceeds from the mandatory sale of sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant further is required to repatriate to the shares of Stock issued upon vesting of PRC any dividends or dividend equivalents paid to the Award as well as any cash dividends paid on such shares of Stock Participant in relation to China. You further understand that, under local law, such repatriation of cash proceeds may need to be effectuated Performance RSUs through a special exchange control account established by the Company, the Employer Employer, or any other Affiliate, and you one of the Company’s subsidiaries in the PRC. The Participant hereby consent and agree agrees that any cash proceeds from the sale of any shares of Stock issued upon vesting of Participant’s participation in the Award as well as any cash dividends paid on such shares of Stock Plan may be transferred to such special account prior to being delivered to youthe Participant. You agree The Participant also understands and agrees that there will be a delay between the date the Shares are sold and the date the cash proceeds are distributed to sign the Participant. The Participant agrees to bear any agreements, forms and/or consents that may be reasonably requested by currency fluctuation risk between the Company (or time the Company’s designated broker) Shares are sold and the time the cash proceeds are distributed to effectuate any of the remittances, transfers, conversions or other processes affecting Participant through the proceedsspecial account described above. You The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described abovePRC.

Exchange Control Requirements. You understand The Recipient understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree agrees that, pursuant to local exchange control requirements, you the Recipient will be required to immediately repatriate the cash proceeds from received in connection with the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Plan to China prior to using those proceeds for any cash dividends paid on such shares of Stock to Chinapurpose. You The Recipient further understand understands that, under local law, such repatriation of cash the proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliatea Chinese Subsidiary, and you the Recipient hereby consent consents and agree agrees that any proceeds from received in connection with the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may Plan will be transferred to such special account prior to being delivered to youthe Recipient. You agree The proceeds may be paid in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, the Recipient understands that they are required to set up a U.S. dollar bank account in China and must provide the Company with relevant account details as may be requested so that the proceeds received in connection with the Plan may be delivered into this account. The Recipient understands that if they fail to set up such account or fail to provide the requested details to the Company, the Recipient might not be able to receive sale proceeds or delivery of proceeds may be delayed. If the proceeds from the sale of the Recipient's Shares are converted to local currency, the Recipient acknowledges that the Company is under no obligation to secure any particular exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions in China. The Recipient agrees to bear any currency fluctuation risk between the date the Stock Units vest and the Shares are sold and the time that (i) the Tax-Related Items are converted to local currency and remitted to the tax authorities, and (ii) net proceeds are converted to local currency and distributed to the Recipient. The Recipient acknowledges that the Company and any Subsidiary or Affiliate cannot be held liable for any delay in delivering the proceeds to the Recipient. The Recipient agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, 109919762v2 Exhibit 10.31 conversions or other processes affecting the proceeds. You further agree Finally, the Recipient agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, the Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.Notifications

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash Share sale proceeds from the mandatory sale cashless exercise of the shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock to ChinaOptions. You The Participant further understand that, under local law, understands that such repatriation of cash the sale proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in United States dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in United States dollars, the Participant understands that he or she will be required to set up a United States dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the United States dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Company is under no obligation to secure any particular exchange conversion rate. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.COLOMBIA

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends or dividend equivalents paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, the Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.FRANCE

Exchange Control Requirements. You understand The Participant understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject agrees that, to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure facilitate compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be the Participant is required to immediately repatriate to China the cash proceeds from the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Shares and any cash dividends or dividend equivalents paid on such shares of Stock to ChinaShares. You The Participant further understand that, under local law, understands that such repatriation of the cash proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliateits Affiliates, and you the Participant hereby consent consents and agree agrees that any the proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to youthe Participant. You agree The Company may deliver the proceeds to sign any agreements, forms and/or consents that may be reasonably requested by the Company (Participant in U.S. dollars or local currency at the Company’s designated brokerdiscretion. If the proceeds are paid in U.S. dollars, the Participant understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are converted to local currency, there may be delays in delivering the proceeds to the Participant and due to fluctuations in the Share trading price and/or the U.S. dollar/PRC exchange rate between the sale/payment date and (if later) to effectuate any when the proceeds can be converted into local currency, the proceeds that the Participant receives may be more or less than the market value of the remittances, transfers, conversions or other processes affecting Shares on the proceedssale/payment date (which is the amount relevant to determining the Participant’s tax liability). You The Participant agrees to bear the risk of any currency fluctuation between the sale/payment date and the date of conversion of the proceeds into local currency. The Participant further agree agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FinallyNotifications Foreign Asset/Account Reporting Information. PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, you understand and agree that as well as details of any economic transactions conducted with non-PRC residents, either directly or through financial institutions. Under these rules, the Company is under no obligation to secure any particular exchange conversion rate and there Participant may be delays in converting subject to reporting obligations for the Restricted Stock Units and any cash proceeds acquired under the Plan and Plan-related transactions. It is the Participant’s responsibility to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid comply with this reporting obligation and the time the cash proceeds are distributed to you through the special account described aboveParticipant should consult his or her personal advisor in this regard.

Exchange Control Requirements. You understand The Recipient understands and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree agrees that, pursuant to local exchange control requirements, you the Recipient will be required to immediately repatriate the cash proceeds from received in connection with the mandatory sale of the shares of Stock issued upon vesting of the Award as well as Plan to China prior to using those proceeds for any cash dividends paid on such shares of Stock to Chinapurpose. You The Recipient further understand understands that, under local law, such repatriation of cash the proceeds may need to will be effectuated through a special exchange control account established by the Company, the Employer Company or any other Affiliatea Chinese Subsidiary, and you the Recipient hereby consent consents and agree agrees that any proceeds from received in connection with the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock may Plan will be transferred to such special account prior to being delivered to youthe Recipient. You agree The proceeds may be paid in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, the Recipient understands that they are required to set up a U.S. dollar bank account in China and must provide the Company with relevant account details as may be requested so that the proceeds received in connection with the Plan may be delivered into this account. The Recipient understands that if they fail to set up such account or fail to provide the requested details to the Company, the Recipient might not be able to receive sale proceeds or delivery of proceeds may be delayed. If the proceeds from the sale of the Recipient's Shares are converted to local currency, the Recipient acknowledges that the Company is under no obligation to secure any particular exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions in China. The Recipient agrees to bear any currency fluctuation risk between the date the Stock Units vest and the Shares are sold and the time that (i) the Tax-Related Items are converted to local currency and remitted to the tax authorities, and (ii) net proceeds are converted to local currency and distributed to the Recipient. The Recipient acknowledges that the Company and any Subsidiary or Affiliate cannot be held liable for any delay in delivering the proceeds to the Recipient. The Recipient agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree Finally, the Recipient agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.

Exchange Control Requirements. You understand and agree that your participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and regulations. You understand and agree that, pursuant to local exchange control requirements, you will be required to exercise any outstanding Options (using the cashless sell-all method of exercise) within a certain period of time after termination of your status as Service Provider, as determined by the Company in its discretion. If you do not exercise the Options within this period, you acknowledge that the Company will instruct the designated broker to exercise the Options on your behalf pursuant to this authorization. You acknowledge that the broker is not required to sell the Shares subject to the Options at any particular price and that the Company, the Employer or other Parents, Subsidiaries or Affiliates, as well as the broker, cannot be held responsible for any loss of Option proceeds due to the forced exercise/sale. Furthermore, you acknowledge and agree that you will be required to repatriate the cash proceeds from the mandatory immediate sale of the shares of Stock issued Shares upon vesting exercise of the Award as well as any cash dividends paid on such shares of Stock Options to China. You further understand that, under local lawApplicable Laws, such repatriation of your cash proceeds may will need to be effectuated through a special exchange control account established by the Company, the Employer or any other AffiliateParents, Subsidiaries or Affiliates, and you hereby consent and agree that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock Shares you acquire may be transferred to such special account prior to being delivered to you. You agree also understand that the Company will deliver the proceeds to sign any agreementsyou as soon as possible, forms and/or consents that but there may be reasonably requested by delays in distributing the Company (funds to you due to exchange control requirements in China. Proceeds may be paid to you in U.S. dollars or local currency at the Company’s designated broker) discretion. If the proceeds are paid to effectuate you in U.S. dollars, you may be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to you in local currency, the Company is under no obligation to secure any of particular exchange conversion rate and the remittances, transfers, conversions or other processes affecting Company may face delays in converting the proceedsproceeds to local currency due to exchange control restrictions. You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. Finally, you understand and agree that the Company is under no obligation to secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above.Notifications