Attached hereto clause samples

4.3. Transfer of Preferred Shares or Ordinary Shares held by certain Investors. Each Party agrees that the Preferred Shares or Ordinary Shares held by the Lead Ordinary Investors and Xizang Guoke are freely transferrable to any other third party other than to any competitor of the Group Companies in direct competition or indirect competition of the principal business of the Group Companies. For the sole purpose of this Section4.3, only the business of data traffic operation shall mean indirect competition of the principal business of the Group Companies. For the avoidance of doubt, this Section4.3 shall not apply to the following circumstances: (i)Haitong Noteholders shall have the right to transfer the Notes in accordance with the terms and conditions thereto; and (ii)Haitong Shareholders shall have the right to transfer Ordinary Shares to their respective Affiliates, including without limitation any fund or entities managed or advised by the Haitong Noteholders or Haitong Shareholders without any consent of the Company or any other Parties. Any Investor who makes any transfer under this Section4.3 shall procure the transferee to agree in writing that it will adhere to, and be bound by, the terms of this Agreement as a Party to this Agreement by executing a deed of accession in the form set forth in Exhibit G attached hereto. Each party hereto irrevocably agrees to any transfer under this Section4.3 and waives any right of first refusal or right of co-sale in respect of such transfer and any other contractual conditions or restrictions on such transfer, and shall execute such documents and take such actions as necessary to complete such transfer.

“Conversion Date” means, with respect to each Ordinary Share held by the Haitong Shareholder, the date on which such Ordinary Share is converted from the Note. “Conversion Price” has the meaning set forth in the Notes. “Covenantors” has the meaning set forth in Section2.6(i). “Direct Founder Restricted Shares” has the meaning set forth in Section4.1(ii). “Domestic Holdco 1” has the meaning set forth in Part II of Exhibit A attached hereto. “Domestic Holdco 2” has the meaning set forth in Part II of Exhibit A attached hereto. “Domestic Company” has the meaning set forth in Part III of Exhibit A attached hereto. “Departing Founder” has the meaning set forth in Section2 of Exhibit D attached hereto. “Departure Event” has the meaning set forth in Section2 of Exhibit D attached hereto. “Equity Securities” means, with respect to any Person, such Person’s share capital, capital stock, membership interests, partnership interests, registered capital, joint venture or other ownership interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such share capital, capital stock, membership interests, partnership interests, registered capital or joint venture or other ownership interest (whether or not such derivative securities are issued by such Person). “ESOP” means any stock option plan or equity incentive plan adopted by any Group Company from time to time in relation to the grant or issue of shares, stock options or any other securities to its employees, officers, directors, consultants and/or other eligible persons. “Existing HK Company” have the meaning set forth in Part III of Exhibit A attached hereto. “Founder” has the meaning set forth in Part II of Exhibit A attached hereto. “Founder Holdco” has the meaning set forth in Part II of Exhibit A attached hereto. “Founder Holdco 1” has the meaning set forth in Part II of Exhibit A attached hereto. “Founder Holdco 2” has the meaning set forth in Part II of Exhibit A attached hereto.

1. The Agreement is hereby amended to include the revised Appendix A attached hereto. All other terms and conditions of the Agreement will remain the same.

4.Bonus Compensation. Executive shall be eligible to earn bonus compensation in each fiscal year ending December 31 during the term. Subject to the achievement of the goals identified in Exhibit A as determined by Company in its reasonable discretion, the bonus compensation shall be calculated and paid in accordance with Exhibit A. Executive’s target bonus compensation shall be 30% of Executive’s annual base salary, in proportion of Executive’s period of employment during the applicable year (measured on a 365 day/year basis). Exhibit A shall be revised by the Company for each such fiscal year during the term of this Agreement; provided, however, once the Board of Directors establishes a bonus compensation plan with respect to Executive for any fiscal year, no revision shall thereafter occur without the written consent of the Executive. All bonus payments shall be verified against and payable one week following publication of the Company’s quarterly earnings release or Form 10-K (Q). The parties expressly contemplate that Exhibit A will change from year to year. Each new Exhibit A shall be attached hereto. To be eligible for payment, Executive must be employed by Focus on the date the bonus payment is due; provided, however, if Executive is not employed on the date the bonus is due because of (i) Executive’s voluntary termination, or (ii) Executive’s involuntary termination by Focus for Cause, then the bonus will be paid but only in proportion to Executive’s period of employment during the applicable year in relation to a 365 day year. In addition, for purposes of this provision, termination of employment due to Executive’s death shall be deemed an involuntary termination without Cause.

Unless otherwise specified under Specified Currency above and/or in an Addendum attached hereto, this Note will be denominated in U.S. dollars and payments of principal, premium and interest, if any, on this Note will be made in U.S. dollars or in such coin or currency of the United States as at the time of payment is legal tender for payments of public and private debts. If this Note is not denominated in U.S. dollars or if the principal, premium or interest, if any, on this Note is payable in or by reference to a currency or in amounts determined by reference to one or more currencies other than that in which this Note is denominated, any other applicable provisions will be included in an Addendum attached hereto. However, unless otherwise specified in an Addendum attached hereto, if any payment in respect of this Note is required to be made in a currency other than U.S. dollars and such currency is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or is no longer used by the relevant government or for the settlement of transactions within the international banking community, then all payments in respect of this Note will be made in U.S. dollars until such currency is again available to the Company or so used. The amounts payable on any date in such currency will be converted into U.S. dollars on the basis of the most recently available market exchange rate for such currency or as otherwise indicated in an Addendum attached hereto. Any payment so made in U.S. dollars will not constitute an Event of Default under the Indenture. If the Company cannot make payment in the Specified Currency indicated above solely because that currency has been replaced by the euro, then, beginning with the date the replacement becomes effective, the Company will be able to satisfy its obligations under this Note by making payment in euro.

Unless otherwise indicated on the face of this Note, this Note may not be redeemed prior to the Stated Maturity Date. If so provided above, this Note may be redeemed by the Company on any Redemption Date specified above, in whole or in part, in integral multiples of the Minimum Incremental Denomination specified above (unless specified otherwise in an Addendum attached hereto, and provided that any remaining principal hereof shall be at least equal to the Minimum Denomination specified above) at the option of the Company at the applicable Redemption Price (as defined below) together with accrued interest hereon at the applicable rate payable to the applicable Redemption Date, upon written Notice of Redemption specified above or such other notice specified in an Addendum attached hereto. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. Unless otherwise specified in an Addendum attached hereto, the “Redemption Price” will be 100% of the principal amount of this Note.

Holder in such Addendum, for this Note to be repaid in whole or in part at the option of the Holder hereof, this Note must be received, with the form entitled “Option to Elect Repayment” below duly completed, by the Trustee at its Corporate Trust Office, or such address which the Company shall from time to time notify the Holders of the Notes, not more than 15 nor less than 10 days prior to the related Optional Repayment Date or such other time as is specified in an Addendum attached hereto. Exercise of such repayment option by the Holder hereof will be irrevocable.

The Notes are issuable only in registered form without coupons in denominations equal to the Minimum Denomination specified above and higher integral multiples of the Minimum Incremental Denomination specified above (unless otherwise specified in an Addendum attached hereto). The Company will specify the minimum denominations for Notes denominated in a foreign currency in an Addendum attached hereto. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes as requested by the Holder surrendering the same.