{"id":40195,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/notice-of-grant-of-stock-purchase-right-china-broadbanc-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"notice-of-grant-of-stock-purchase-right-china-broadbanc-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/notice-of-grant-of-stock-purchase-right-china-broadbanc-corp.html","title":{"rendered":"Notice of Grant of Stock Purchase Right &#8211; China Broadbanc Corp."},"content":{"rendered":"<pre>\n                              CHINA BROADBAND CORP.\n\n                                 2000 STOCK PLAN\n\n                     NOTICE OF GRANT OF STOCK PURCHASE RIGHT\n\n\n________________________________________________________________________________\n\n\n         Unless  otherwise  defined herein,  the terms defined in the 2000 Stock\nPlan (the \"PLAN\") shall have the same defined meanings in this Notice of Grant.\n\n          ___________________________\n\n          ___________________________\n\n          ___________________________\n\n         [Grantee's Name and Address]\n\n         You have  been  granted  the  right  to  purchase  Common  Stock of the\nCompany,  subject to the Company's repurchase option and your ongoing Continuous\nStatus as an Employee or  Consultant  (as described in the Plan and the attached\nRestricted Stock Purchase Agreement), as follows:\n\n         Grant Number                                ___________________________\n\n         Date of Grant                               ___________________________\n\n         Price Per Share                             $__________________________\n\n         Total Number of Shares Subject              ___________________________\n         to This Stock Purchase Right\n\n         Expiration Date                             ___________________________\n\n         YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION  DATE\nOR IT WILL  TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.\nBy your signature and the signature of the Company's  representative  below, you\nand the  Company  agree that this  Stock  Purchase  Right is  granted  under and\ngoverned  by the  terms  and  conditions  of the Plan and the  Restricted  Stock\nPurchase  Agreement  attached  hereto  as  Exhibit  A,  each of which is  hereby\nincorporated  herein by reference.  You further agree to execute the  Restricted\nStock  Purchase  Agreement  as a condition to  purchasing  any shares under this\nStock Purchase Right.\n\n\n\n\n\nGRANTEE:                                       CHINA BROADBAND CORP.\n\n\n_______________________________________        By:  ____________________________\nSignature\n\n_______________________________________        Title:___________________________\nPrint Name\n\n\n\n\n\n\n                                      -2-\n\n\n\n\n\n\n                                                                       EXHIBIT A\n\n                              CHINA BROADBAND CORP.\n\n                                 2000 STOCK PLAN\n\n                       RESTRICTED STOCK PURCHASE AGREEMENT\n\n\n         Unless  otherwise  defined herein,  the terms defined in the Plan shall\nhave the same defined meanings in this Restricted Stock Purchase Agreement.\n\n         THIS AGREEMENT is made as of __________,  2000, at __________,  Nevada,\nbetween  China  Broadband  Corp.,  a Nevada  corporation  (the  \"Company\"),  and\n_________________ (the \"Purchaser\").\n\n         WHEREAS the Purchaser named in the Notice of Grant,  (the  \"Purchaser\")\nis an employee or  consultant  of the  Company,  and the  Purchaser's  continued\nparticipation  is  considered  by the Company to be important  for the Company's\ncontinued growth; and\n\n         WHEREAS in order to give the  Purchaser  an  opportunity  to acquire an\nequity  interest in the Company as an incentive for the Purchaser to participate\nin the affairs of the Company,  the  Administrator  has granted to the Purchaser\nstock  purchase  rights  subject to the terms and conditions of the Plan and the\nNotice of Grant,  which are  incorporated  herein by reference,  and pursuant to\nthis Restricted Stock Purchase Agreement (the \"Agreement\").\n\n         THEREFORE, the parties agree as follows:\n\n         1.   Sale of Stock.  The  Company  hereby  agrees  to sell to the\n              -------------\nPurchaser  and the Purchaser  hereby agrees to purchase  shares of the Company's\nCommon Stock (the  \"Shares\"),  at the per share  purchase price and as otherwise\ndescribed in the Notice of Grant.\n\n         2.   Payment of Purchase  Price. The purchase  price for the Shares may\n              --------------------------\nbe paid by delivery to the Company at the time of execution of this Agreement of\ncash or a check.\n\n         3.   Repurchase Option.\n              -----------------\n\n              (a)  In the event the Purchaser's Continuous Status as an Employee\nor Consultant  terminates for any or no reason  (including  death or disability)\nbefore all of the Shares are released from the Company's  repurchase option (see\nSection 4), but not in the event of  Purchaser's  change in status from Employee\nto Consultant or Consultant  to Employee,  the Company  shall,  upon the date of\nsuch  termination  (as  reasonably  fixed and determined by the Company) have an\nirrevocable,  exclusive option for a period of sixty (60) days from such date to\nrepurchase up to that number of shares which  constitute the  Unreleased  Shares\n(as  defined  in  Section  4) at the  original  purchase  price\n\n\n\n\n\nper share (the  \"REPURCHASE  PRICE\").  Said  option  shall be  exercised  by the\nCompany  by  delivering  written  notice  to the  Purchaser  or the  Purchaser's\nexecutor  (with a copy to the Escrow  Holder (as  defined in Section 6)) AND, at\nthe Company's  option,  (i) by  delivering  to the Purchaser or the  Purchaser's\nexecutor a check in the amount of the aggregate Repurchase Price, or (ii) by the\nCompany canceling an amount of the Purchaser's indebtedness to the Company equal\nto the aggregate  Repurchase Price, or (iii) by a combination of (i) and (ii) so\nthat the combined payment and cancellation of indebtedness equals such aggregate\nRepurchase  Price. Upon delivery of such notice and the payment of the aggregate\nRepurchase  Price in any of the ways described  above,  the Company shall become\nthe legal and beneficial  owner of the Shares being  repurchased  and all rights\nand interests therein or relating thereto,  and the Company shall have the right\nto retain and transfer to its own name the number of Shares being repurchased by\nthe Company.\n\n              (b)  Whenever the Company shall have the right to  repurchase\nShares  hereunder,  the Company may designate and assign one or more  employees,\nofficers,  directors  or  stockholders  of  the  Company  or  other  persons  or\norganizations  to exercise all or a part of the Company's  purchase rights under\nthis  Agreement  and purchase  all or a part of such Shares.  If the Fair Market\nValue  of the  Shares  to be  repurchased  on the  date of such  designation  or\nassignment (the \"Repurchase FMV\") exceeds the aggregate Repurchase Price of such\nShares,  then each such designee or assignee shall pay the Company cash equal to\nthe difference between the Repurchase FMV and the aggregate  Repurchase Price of\nsuch Shares.\n\n         4.   Release of Shares From Repurchase Option.\n              ----------------------------------------\n\n              (a)  [__________________  (___%)]  of the  Shares  shall  be\nreleased        from        the        Company's        repurchase        option\n[____________________________________________]  of the Shares  shall be released\neach month  thereafter],  provided in each case that the Purchaser's  Continuous\nStatus as an Employee or Consultant has not terminated  prior to the date of any\nsuch release.\n\n              (b) Any of the  Shares  which  have not yet  been  released  from\nthe  Company's repurchase option are referred to herein as \"UNRELEASED  SHARES.\"\n\n              (c) The Shares which have been released from the Company's repur-\nchase option shall be delivered to the Purchaser at the Purchaser's request (see\nSection 6).\n\n         5.   Restriction  on  Transfer.  Except for the escrow  described in\n              -------------------------\nSection 6 or transfer of the Shares to the Company or its assignees contemplated\nby this Agreement,  none of the Shares or any beneficial  interest therein shall\nbe transferred, encumbered or otherwise disposed of in any way until the release\nof such Shares  from the  Company's  repurchase  option in  accordance  with the\nprovisions  of this  Agreement,  other than by will or the laws of  descent  and\ndistribution.\n\n         6.   Escrow of Shares.\n              ----------------\n\n              (a)  To ensure the availability for delivery of the Purchaser's\nUnreleased  Shares  upon  repurchase  by the Company  pursuant to the  Company's\nrepurchase  option under Section 3\n\n\n                                      -2-\n\n\n\n\n\nabove,  the  Purchaser  shall,  upon  execution of this  Agreement,  deliver and\ndeposit with an escrow holder  designated  by the Company (the \"ESCROW  HOLDER\")\nthe share  certificates  representing the Unreleased  Shares,  together with the\nstock  assignment  duly  endorsed  in blank,  attached  hereto as EXHIBIT B. The\nUnreleased  Shares  and stock  assignment  shall be held by the  Escrow  Holder,\npursuant to the Joint Escrow  Instructions of the Company and Purchaser attached\nas EXHIBIT C hereto, until such time as the Company's repurchase option expires.\nAs a further condition to the Company's  obligations  under this Agreement,  the\nspouse of  Purchaser,  if any,  shall  execute  and  deliver to the  Company the\nConsent of Spouse  attached hereto as EXHIBIT D.\n\n              (b)  The Escrow Holder shall not be  liable  for any act it may do\nor omit to do with respect to holding the Unreleased  Shares in escrow and while\nacting in good faith and in the exercise of its judgment.\n\n              (c)  If the Company or any assignee  exercises  its  repurchase\noption  hereunder,  the Escrow  Holder,  upon receipt of written  notice of such\noption exercise from the proposed transferee,  shall take all steps necessary to\naccomplish such transfer.\n\n              (d)  When the repurchase  option has been  exercised or expires\nunexercised  or a portion of the Shares has been released  from such  repurchase\noption,  upon  Purchaser's  request the Escrow Holder shall promptly cause a new\ncertificate  to be  issued  for such  released  Shares  and shall  deliver  such\ncertificate to the Company or the Purchaser, as the case may be.\n\n              (e)  Subject to the terms hereof,  the  Purchaser  shall have all\nthe rights of a  stockholder  with respect to such Shares while they are held in\nescrow,  including without limitation,  the right to vote the Shares and receive\nany cash dividends  declared  thereon.  If, from time to time during the term of\nthe Company's repurchase option, there is (i) any stock dividend, stock split or\nother change in the Shares,  or (ii) any merger or sale of all or  substantially\nall of the  assets  or  other  acquisition  of the  Company,  any and  all  new,\nsubstituted  or  additional  securities  to which the  Purchaser  is entitled by\nreason of the Purchaser's  ownership of the Shares shall be immediately  subject\nto this escrow,  deposited  with the Escrow  Holder and included  thereafter  as\n\"Shares\" for purposes of this Agreement and the Company's repurchase option.\n\n         7.   Company's Right of First Refusal.  Before any Shares that are per-\n              --------------------------------\nmitted to be sold or otherwise  transferred  pursuant to this Agreement and that\nare held by Purchaser or any  transferee  (either  being  sometimes  referred to\nherein as the \"HOLDER\") may be sold or otherwise transferred (including transfer\nby gift or operation of law), the Company or its assignee(s)  shall have a right\nof first refusal to purchase the Shares on the terms and conditions set forth in\nthis Section (the \"RIGHT OF FIRST REFUSAL\").\n\n              (a)  Notice of Proposed  Transfer.  The Holder of the Shares shall\n                   ----------------------------\ndeliver to the Company a written notice (the \"NOTICE\") stating: (i) the Holder's\nbona fide intention to sell or otherwise transfer such Shares;  (ii) the name of\neach proposed purchaser or other transferee (\"PROPOSED  TRANSFEREE\");  (iii) the\nnumber of Shares to be  transferred  to each Proposed  Transferee;  and (iv) the\nbona fide cash price or other  consideration  for which the Holder  proposes  to\ntransfer the\n\n\n                                      -3-\n\n\n\n\n\nShares  (the  \"OFFERED  PRICE\"),  and the Holder  shall  offer the Shares at the\nOffered Price to the Company or its assignee(s).\n\n              (b)  Exercise of Right of First  Refusal.  At any time  within\n                   -----------------------------------\nthirty (30) days after receipt of the Notice, the Company and\/or its assignee(s)\nmay, by giving written notice to the Holder, elect to purchase all, but not less\nthan all,  of the Shares  proposed to be  transferred  to any one or more of the\nProposed  Transferees,  at the purchase  price  determined  in  accordance  with\nsubsection (c) below.\n\n              (c)  Purchase  Price.  The  purchase  price  (\"PURCHASE  PRICE\")\n                   ---------------\nfor the Shares  purchased by the Company or its  assignee(s)  under this Section\nshall be (i) the  Offered  Price in the case of Shares  that are not  Unreleased\nShares, or (ii) in the case of Shares that are Unreleased  Shares,  the lower of\nthe Offered Price or the Repurchase Price as defined in Section 3(a) hereof.  If\nthe Offered Price includes  consideration  other than cash, the cash  equivalent\nvalue  of the  non-cash  consideration  shall  be  determined  by the  Board  of\nDirectors of the Company in good faith.\n\n              (d)  Payment. Payment of the Purchase Price shall be made, at the\n                   -------\noption of the Company or its assignee(s), in cash (by check), by cancellation of\nall or a portion of any  outstanding  indebtedness  of the Holder to the Company\n(or, in the case of  repurchase  by an  assignee,  to the  assignee),  or by any\ncombination  thereof  within  thirty (30) days after receipt of the Notice or in\nthe manner and at the times set forth in the Notice.\n\n              (e)  Holder's Right to Transfer. If all of the Shares proposed in\n                   --------------------------\nthe Notice to be transferred to a given Proposed Transferee are not purchased by\nthe Company and\/or its assignee(s) as provided in this Section,  then the Holder\nmay sell or otherwise  transfer such Shares to that  Proposed  Transferee at the\nOffered Price or at a higher price, provided that such sale or other transfer is\nconsummated  within one hundred  twenty  (120) days after the date of the Notice\nand  provided  further  that any such  sale or other  transfer  is  effected  in\naccordance  with any  applicable  securities  laws and the  Proposed  Transferee\nagrees in writing that the provisions of this Section shall continue to apply to\nthe Shares in the hands of such Proposed Transferee.  If the Shares described in\nthe Notice are not transferred to the Proposed  Transferee within such period, a\nnew Notice shall be given to the Company,  and the Company  and\/or its assignees\nshall again be offered the Right of First Refusal  before any Shares held by the\nHolder may be sold or otherwise transferred.\n\n              (f)  Exception for Certain Family Transfers.  Anything to the con-\n                   --------------------------------------\ntrary contained in this Section  notwithstanding,  the transfer of any or all of\nthe Shares during the Purchaser's  lifetime or on the Purchaser's  death by will\nor intestacy to the Purchaser's  immediate  family or a trust for the benefit of\nthe  Purchaser's  immediate  family shall be exempt from the  provisions of this\nSection,  provided  that the  Purchaser  notifies the Company in writing  within\nthirty (30) days of said transfer.  \"IMMEDIATE FAMILY\" as used herein shall mean\nspouse, lineal descendant or antecedent,  father,  mother, brother or sister. In\nsuch case, the transferee or other  recipient  shall receive and hold the Shares\nso transferred  subject to the provisions of this  Agreement,  including but not\nlimited to this\n\n\n                                      -4-\n\n\n\n\n\nSection  and  Section 3, and there  shall be no further  transfer of such Shares\nexcept in accordance with the terms of this Section.\n\n              (g)  Termination of Right of First Refusal.  The Right of First\n                   -------------------------------------\nRefusal  shall  terminate  as to any  Shares  upon the date of the first sale of\nCommon  Stock of the Company to the general  public  pursuant to a  registration\nstatement  filed with and  declared  effective  by the  Securities  and Exchange\nCommission under the Securities Act of 1933, as amended.\n\n         8.   Legends.\n              -------\n\n              (a)  Purchaser  understands  and agrees that the Company shall\ncause the legends set forth below or legends  substantially  equivalent thereto,\nto be placed upon any certificate(s) evidencing ownership of the Shares together\nwith any other  legends  that may be required  by the  Company or by  applicable\nstate or federal securities laws:\n\n                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED\n                  UNDER THE  SECURITIES  ACT OF 1933 (THE  \"ACT\") AND MAY NOT BE\n                  OFFERED,   SOLD   OR   OTHERWISE   TRANSFERRED,   PLEDGED   OR\n                  HYPOTHECATED  UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN\n                  THE  OPINION  OF COUNSEL  SATISFACTORY  TO THE ISSUER OF THESE\n                  SECURITIES,   SUCH  OFFER,   SALE  OR   TRANSFER,   PLEDGE  OR\n                  HYPOTHECATION IS IN COMPLIANCE THEREWITH.\n\n                  THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO\n                  CERTAIN  RESTRICTIONS  ON TRANSFER,  A RIGHT OF FIRST REFUSAL,\n                  AND A REPURCHASE  OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S)\n                  AS  SET  FORTH  IN THE  RESTRICTED  STOCK  PURCHASE  AGREEMENT\n                  BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES,  A\n                  COPY OF WHICH MAY BE OBTAINED AT THE  PRINCIPAL  OFFICE OF THE\n                  ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND\n                  REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.\n\n              (b)  Stop-Transfer Notices.  Purchaser agrees that, in order to\n                   ---------------------\nensure  compliance  with the  restrictions  referred to herein,  the Company may\nissue  appropriate  \"stop transfer\"  instructions to its transfer agent, if any,\nand that, if the Company  transfers its own securities,  it may make appropriate\nnotations to the same effect in its own records.\n\n              (c)  Refusal to Transfer.  The Company shall not be  required\n                   -------------------\n(i) to  transfer  on its books  any  Shares  that  have  been sold or  otherwise\ntransferred  in violation of any of the  provisions of\n\n\n                                      -5-\n\n\n\n\n\nthis  Agreement  or (ii) to treat as owner of such Shares or to accord the right\nto vote or pay  dividends  to any  purchaser  or other  transferee  to whom such\nShares shall have been so transferred.\n\n         9.   Adjustment for Stock Split. All references to the number of Shares\n              --------------------------\nand the purchase  price of the Shares in this Agreement  shall be  appropriately\nadjusted  to reflect any stock  split,  stock  dividend  or other  change in the\nShares which may be made by the Company after the date of this Agreement.\n\n         10.  Tax Consequences.  The Purchaser has reviewed with the Purchaser's\n              ----------------\nown tax advisors the federal,  state, local and foreign tax consequences of this\ninvestment and the transactions contemplated by this Agreement. The Purchaser is\nrelying solely on such advisors and not on any statements or  representations of\nthe Company or any of its agents.  The Purchaser  understands that the Purchaser\n(and not the Company) shall be responsible for the Purchaser's own tax liability\nthat may arise as a result of this investment or the  transactions  contemplated\nby this  Agreement.  The Purchaser  understands  that Section 83 of the Internal\nRevenue Code of 1986,  as amended  (the  \"Code\"),  taxes as ordinary  income the\ndifference  between the purchase  price for the Shares and the Fair Market Value\nof the  Shares as of the date any  restrictions  on the  Shares  lapse.  In this\ncontext,  \"restriction\" includes the right of the Company to buy back the Shares\npursuant to its repurchase option. The Purchaser  understands that the Purchaser\nmay elect to be taxed at the time the Shares are purchased  rather than when and\nas the Company's  repurchase  option expires by filing an election under Section\n83(b) of the Code  with the  I.R.S.  within  thirty  (30)  days from the date of\npurchase. The form for making this election is attached as EXHIBIT E hereto.\n\n         THE   PURCHASER   ACKNOWLEDGES   THAT  IT  IS  THE   PURCHASER'S   SOLE\nRESPONSIBILITY  AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION  UNDER SECTION\n83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE\nTHIS FILING ON THE PURCHASER'S BEHALF.\n\n         11.  General Provisions.\n              ------------------\n\n              (a)  This  Agreement shall be governed by the laws of the State of\nNevada. This Agreement,  subject to the terms and conditions of the Plan and the\nNotice of Grant,  represents  the entire  agreement  between  the  parties  with\nrespect to the  purchase of Common  Stock by the  Purchaser.  Subject to Section\n10.4 of the Plan, in the event of a conflict between the terms and conditions of\nthe  Plan  and the  terms  and  conditions  of this  Agreement,  the  terms  and\nconditions of the Plan shall prevail. Unless otherwise defined herein, the terms\ndefined in the Plan shall have the same defined meanings in this Agreement.\n\n              (b)  Any notice,  demand or request  required or  permitted to be\ngiven by either  the  Company  or the  Purchaser  pursuant  to the terms of this\nAgreement  shall  be in  writing  and  shall  be  deemed  given  when  delivered\npersonally or deposited in the U.S. mail, First Class with postage prepaid,  and\naddressed to the parties at the addresses of the parties set forth at the end of\nthis  Agreement or such other  address as a party may request by  notifying  the\nother in writing.\n\n\n                                      -6-\n\n\n\n\n\n         Any notice to the Escrow Holder shall be sent to the Company's  address\nwith a copy to the other  party not  sending  the  notice.\n\n              (c)  The  rights  and benefits of the Company under this Agreement\nshall be transferable to any one or more persons or entities,  and all covenants\nand  agreements  hereunder  shall inure to the benefit of, and be enforceable by\nthe  Company's  successors  and  assigns.  The  rights  and  obligations  of the\nPurchaser  under this  Agreement  may only be  assigned  with the prior  written\nconsent of the Company.\n\n              (d)  Either  party's  failure to enforce  any  provision  or  pro-\nvisions of this  Agreement  shall not in any way be construed as a waiver of any\nsuch provision or provisions,  nor prevent that party from thereafter  enforcing\neach and every  other  provision  of this  Agreement.  The rights  granted  both\nparties  herein  are  cumulative  and  shall not  constitute  a waiver of either\nparty's  right to assert  all other  legal  remedies  available  to it under the\ncircumstances.\n\n              (e)  The  Purchaser  agrees  upon  request to execute any  further\ndocuments  or  instruments  necessary  or desirable to carry out the purposes or\nintent of this Agreement.\n\n              (f)  PURCHASER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES\nFROM THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 4 HEREOF IS EARNED\nONLY BY  CONTINUING  SERVICE AS AN  EMPLOYEE  OR  CONSULTANT  AT THE WILL OF THE\nCOMPANY (NOT  THROUGH THE ACT OF BEING HIRED OR  PURCHASING  SHARES  HEREUNDER).\nPURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,  THE TRANSACTIONS\nCONTEMPLATED  HEREUNDER  AND  THE  VESTING  SCHEDULE  SET  FORTH  HEREIN  DO NOT\nCONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED  ENGAGEMENT AS AN EMPLOYEE\nOR CONSULTANT FOR THE VESTING PERIOD,  FOR ANY PERIOD,  OR AT ALL, AND SHALL NOT\nINTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S\nEMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.\n\n         By Purchaser's signature below,  Purchaser represents that he or she is\nfamiliar  with the terms and  provisions  of the Plan,  and hereby  accepts this\nAgreement  subject to all of the terms and  provisions  thereof.  Purchaser  has\nreviewed the Plan and this Agreement in their  entirety,  has had an opportunity\nto obtain the advice of counsel  prior to  executing  this  Agreement  and fully\nunderstands  all  provisions of this  Agreement.  Purchaser  agrees to accept as\nbinding,   conclusive  and  final  all  decisions  or   interpretations  of  the\nAdministrator  upon any  questions  arising  under  the Plan or this  Agreement.\nPurchaser  further agrees to notify the Company upon any change in the residence\nindicated in the Notice of Grant.\n\nPURCHASER:                                  CHINA BROADBAND CORP.\n\n\n______________________________________      By:  _______________________________\nSignature\n\n______________________________________      Title:______________________________\nPrint Name\n\n\n                                      -7-\n\n\n\n\n\n                                                                       EXHIBIT B\n\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n         FOR VALUE RECEIVED I,  __________________________,  hereby sell, assign\nand transfer  unto  (__________)  shares of the Common Stock of China  Broadband\nCorp.  standing  in my name of the  books  of said  corporation  represented  by\nCertificate No. _____ herewith and do hereby irrevocably  constitute and appoint\n________________________  to transfer  the said stock on the books of the within\nnamed corporation with full power of substitution in the premises.\n\n         This  Stock  Assignment  may  be  used  only  in  accordance  with  the\nRestricted Stock Purchase  Agreement  between  ________________________  and the\nundersigned dated ______________, 2000.\n\nDated: _______________, 2000.\n\n\n\n                                        Signature:______________________________\n\n\n\n\n\n\n\n\n\nINSTRUCTIONS:  Please do not fill in any blanks other than the  signature  line.\nThe  purpose  of this  assignment  is to enable  the  Company  to  exercise  its\n\"repurchase option,\" as set forth in the Agreement, without requiring additional\nsignatures on the part of the Purchaser.\n\n\n\n\n\n                                                                       EXHIBIT C\n\n\n                           JOINT ESCROW INSTRUCTIONS\n\n\n________________, 2000\n\n\nChina Broadband Corp.\n[Address]\nAttn:  ____________\n\nDear ______________:\n\n         As Escrow Agent for both China  Broadband  Corp., a Nevada  corporation\n(the  \"COMPANY\"),  and the  undersigned  purchaser  of stock of the Company (the\n\"PURCHASER\"),  you are hereby  authorized  and  directed  to hold the  documents\ndelivered to you pursuant to the terms of that certain Restricted Stock Purchase\nAgreement  (\"AGREEMENT\") between the Company and the undersigned,  in accordance\nwith the following instructions:\n\n         1.   In the event the Company  and\/or any  assignee of the  Company\n(referred to collectively for convenience herein as the \"COMPANY\") exercises the\nCompany's  repurchase option set forth in the Agreement,  the Company shall give\nto Purchaser and you a written  notice  specifying the number of shares of stock\nto be purchased, the purchase price, and the time for a closing hereunder at the\nprincipal  office of the Company.  Purchaser and the Company hereby  irrevocably\nauthorize and direct you to close the transaction contemplated by such notice in\naccordance with the terms of said notice.\n\n         2.   At the closing, you are directed (a) to date the stock assignments\nnecessary  for the  transfer  in  question,  (b) to fill in the number of shares\nbeing  transferred,  and (c) to  deliver  same,  together  with the  certificate\nevidencing  the  shares  of  stock  to be  transferred,  to the  Company  or its\nassignee,  against the  simultaneous  delivery to you of the purchase  price (by\ncash,  a check,  written  evidence  of  cancellation  of all or any  portion  of\noutstanding  indebtedness  of the  Holder to the  Company,  or some  combination\nthereof)  for the  number of shares of stock  being  purchased  pursuant  to the\nexercise of the Company's repurchase option.\n\n         3.   Purchaser irrevocably  authorizes  the  Company  to  deposit  with\nyou any certificates  evidencing shares of stock to be held by you hereunder and\nany  additions  and  substitutions  to said shares as defined in the  Agreement.\nPurchaser  does hereby  irrevocably  constitute  and appoint you as  Purchaser's\nattorney-in-fact  and agent for the term of this escrow to execute  with respect\nto  such  securities  all  documents  necessary  or  appropriate  to  make  such\nsecurities  negotiable  and to complete  any  transaction  herein  contemplated,\nincluding  but not  limited to the  filing  with any  applicable  state blue sky\nauthority of any required applications for consent to, or notice of transfer of,\nthe  securities.\n\n\n\n\n\nSubject to the  provisions of this  paragraph 3,  Purchaser  shall  exercise all\nrights and privileges of a stockholder of the Company while the stock is held by\nyou.\n\n         4.  Upon  written  request of the  Purchaser, but no more than once per\ncalendar year, unless the Company's  repurchase  option has been exercised,  you\nwill deliver to Purchaser a certificate  or  certificates  representing  so many\nshares of stock as are not then  subject  to the  Company's  repurchase  option.\nWithin ninety (90) days after cessation of Purchaser's  continuous employment by\nor services to the Company, or any parent or subsidiary of the Company, you will\ndeliver to Purchaser a certificate or  certificates  representing  the aggregate\nnumber of shares held or issued  pursuant to the  Agreement and not purchased by\nthe Company or its assignees  pursuant to exercise of the  Company's  repurchase\noption.\n\n         5.   If at the  time  of  termination  of  this  escrow  you  should\nhave in your possession any documents,  securities,  or other property belonging\nto  Purchaser,  you  shall  deliver  all of the same to  Purchaser  and shall be\ndischarged of all further obligations hereunder.\n\n         6.   Your duties hereunder may be altered, amended, modified or revoked\nonly by a writing signed by all of the parties hereto.\n\n         7.   You shall be obligated only for the performance of such duties as\nare specifically set forth herein and may rely and shall be protected in relying\nor refraining  from acting on any  instrument  reasonably  believed by you to be\ngenuine and to have been signed or presented by the proper party or parties. You\nshall not be personally liable for any act you may do or omit to do hereunder as\nEscrow Agent or as  attorney-in-fact  for Purchaser  while acting in good faith,\nand any act done or omitted by you pursuant to the advice of your own  attorneys\nshall be conclusive evidence of such good faith.\n\n         8.   You are hereby  expressly  authorized to disregard any and all\nwarnings  given  by  any  of the  parties  hereto  or by  any  other  person  or\ncorporation,  excepting  only  orders or process of courts of law and are hereby\nexpressly authorized to comply with and obey orders, judgments or decrees of any\ncourt. In case you obey or comply with any such order,  judgment or decree,  you\nshall not be liable to any of the parties hereto or to any other person, firm or\ncorporation  by  reason  of such  compliance,  notwithstanding  any such  order,\njudgment or decree being subsequently reversed,  modified,  annulled, set aside,\nvacated or found to have been entered without jurisdiction.\n\n         9.   You shall not be liable in any respect on account of the identity,\nauthorities  or rights of the parties  executing or  delivering or purporting to\nexecute or deliver the Agreement or any documents or papers  deposited or called\nfor hereunder.\n\n         10.  You shall not be liable for the outlawing of any rights under the\nStatute of Limitations  with respect to these Joint Escrow  Instructions  or any\ndocuments deposited with you.\n\n\n                                      -2-\n\n\n\n\n\n         11.  You shall be entitled to employ such legal  counsel and other\nxperts as you may deem necessary  properly to advise you in connection with your\nobligations  hereunder,  may rely upon the advice of such  counsel,  and may pay\nsuch counsel reasonable compensation therefor.\n\n         12.  Your responsibilities as Escrow Agent hereunder shall terminate if\nyou shall cease to be an officer or agent of the Company or if you shall  resign\nby  written  notice to each  party.  In the event of any such  termination,  the\nCompany shall appoint a successor Escrow Agent.\n\n         13. If you reasonably  require other or further  instruments in connec-\ntion with these Joint Escrow  Instructions or obligations in respect hereto, the\nnecessary parties hereto shall join in furnishing such instruments.\n\n         14.  It is understood and agreed that should any dispute  arise with\nrespect  to  the  delivery  and\/or  ownership  or  right  of  possession  of the\nsecurities  held by you hereunder,  you are authorized and directed to retain in\nyour possession  without  liability to anyone all or any part of said securities\nuntil such disputes shall have been settled  either by mutual written  agreement\nof the parties  concerned or by a final order,  decree or judgment of a court of\ncompetent  jurisdiction  after the time for appeal has expired and no appeal has\nbeen perfected, but you shall be under no duty whatsoever to institute or defend\nany such proceedings.\n\n         15.  Any notice  required or  permitted  hereunder  shall be given in\nwriting and shall be deemed  effectively  given upon  personal  delivery or upon\ndeposit in the United States Post Office,  by registered or certified  mail with\npostage  and fees  prepaid,  addressed  to each of the other  parties  thereunto\nentitled at the  following  addresses or at such other  addresses as a party may\ndesignate by ten (10) days' advance  written notice to each of the other parties\nhereto.\n\n                  COMPANY:                           China Broadband Corp.\n                                                     2080, 440-2 Avenue S.W.\n                                                     Calgary, Alberta   T2P 5E9\n\n                  PURCHASER:                         ___________________________\n                                                     ___________________________\n                                                     ___________________________\n\n                  ESCROW AGENT:                      President\n                                                     China Broadband Corp.\n                                                     2080, 440-2 Avenue S.W.\n                                                     Calgary, Alberta   T2P 5E9\n\n         16.  By signing these Joint Escrow  Instructions,  you become a party \nhereto only for the purpose of said Joint Escrow Instructions; you do not become\na party to the Agreement.\n\n\n                                      -3-\n\n\n\n\n\n         17.  This  instrument  shall be  binding  upon and inure to the benefit\nof the parties  hereto,  and their respective  successors and permitted assigns.\n\n         18.  These Joint Escrow  Instructions  shall be governed by, and  con-\nstrued and enforced in  accordance  with,  the laws of the State of Nevada.\n\n                                   Very truly yours,\n\n                                   CHINA BROADBAND CORP.\n\n\n                                   By:  ________________________________________\n\n                                   Title:_______________________________________\n\n\n                                   PURCHASER:\n\n                                   _____________________________________________\n                                   (Signature)\n\n                                   _____________________________________________\n                                   (Typed or Printed Name)\n\nESCROW AGENT:\n\n\n_______________________________________\nPresident\n\n\n\n\n\n\n\n                                      -4-\n\n\n\n\n\n                                                                       EXHIBIT D\n\n\n                                CONSENT OF SPOUSE\n\n\n         I, ____________________,  spouse of ___________________,  have read and\napprove the foregoing Agreement. In consideration of granting of the right to my\nspouse  to  purchase  shares  of  China  Broadband  Corp.,  as set  forth in the\nAgreement,  I hereby appoint my spouse as my  attorney-in-fact in respect to the\nexercise  of any  rights  under  the  Agreement  and  agree  to be  bound by the\nprovisions of the Agreement  insofar as I may have any rights in said  Agreement\nor any shares  issued  pursuant  thereto  under the  community  property laws or\nsimilar  laws  relating  to  marital  property  in  effect  in the  state of our\nresidence as of the date of the signing of the foregoing Agreement.\n\nDated: _______________, 2000.\n                             ----\n\n                                                  ______________________________\n                                                  Signature\n\n\n\n\n\n\n                                                                       EXHIBIT E\n\n\n                          ELECTION UNDER SECTION 83(b)\n                          ----------------------------\n                      OF THE INTERNAL REVENUE CODE OF 1986\n                      ------------------------------------\n\n\nThe undersigned taxpayer hereby elects, pursuant to the above-referenced Federal\nTax Code,  to include in taxpayer's  gross income for the current  taxable year,\nthe  amount of any  compensation  taxable to  taxpayer  in  connection  with his\nreceipt of the property described below:\n\n1.   The name, address, taxpayer identification number and taxable year of the\n     undersigned are as follows:\n\n     NAME:                             TAXPAYER:                         SPOUSE:\n\n     ADDRESS:\n\n     IDENTIFICATION NO.:               TAXPAYER:                         SPOUSE:\n\n     TAXABLE YEAR:\n\n2.   The  property  with  respect to which the  election is made is  described\n     as  follows: ____________________ shares (the \"SHARES\") of the Common Stock\n     of China Broadband Corp. (the \"COMPANY\").\n\n3.   The date on which the property was transferred is:__________________, 2000.\n\n4.   The property is subject to the following restrictions:\n\nThe  Shares may be  repurchased  by the  Company,  or its  assignee,  on certain\nevents.  This right  lapses with regard to a portion of the Shares  based on the\ncontinued  performance of services by the taxpayer over time.\n\n5.   The fair market value at the time of  transfer, determined  without  regard\n     to any  restriction other than a restriction which by its terms will never\n     lapse, of such property is: $_______________.\n\n6.   The amount (if any) paid for such property is:\n\n     $___________________.\n\nThe  undersigned  has submitted a copy of this  statement to the person for whom\nthe services were performed in connection with the undersigned's  receipt of the\nabove-described  property.  The  transferee  of  such  property  is  the  person\nperforming the services in connection with the transfer of said property.\n\nThe  undersigned  understands  that the  foregoing  election  may not be revoked\n--------------------------------------------------------------------------------\nexcept with the consent of the Commissioner.\n-------------------------------------------\n\n\nDated:___________________, 20__        _________________________________________\n\n                                       _______________________________, Taxpayer\n\n\n\nThe undersigned spouse of taxpayer joins in this election.\n\nDated:___________________, 20__        _________________________________________\n                                       Spouse of Taxpayer\n\n\n\n\n\n                                                                       EXHIBIT F\n\n\n                       INVESTMENT REPRESENTATION STATEMENT\n\n\nPURCHASER             :\n\nCOMPANY               :    CHINA BROADBAND CORP.\n\nSECURITY              :    COMMON STOCK\n\nAMOUNT                :\n\nDATE                  :\n\nIn connection with the purchase of the above-listed Securities,  the undersigned\nPurchaser represents to the Company the following:\n\n     (a)  Purchaser is aware of the Company's business affairs and financial\ncondition and has acquired sufficient  information about the Company to reach an\ninformed  and  knowledgeable  decision to acquire the  Securities.  Purchaser is\nacquiring  these  Securities for investment for Purchaser's own account only and\nnot with a view to, or for resale in connection with, any \"distribution\" thereof\nwithin the meaning of the  Securities  Act of 1933, as amended (the  \"Securities\nAct\").\n\n     (b)  Purchaser  acknowledges  and  understands  that the  Securities  con-\nstitute  \"restricted  securities\"  under  the  Securities  Act and have not been\nregistered  under the  Securities  Act in  reliance  upon a  specific  exemption\ntherefrom,  which  exemption  depends upon,  among other  things,  the bona fide\nnature of Purchaser's investment intent as expressed herein. In this connection,\nPurchaser  understands  that,  in  the  view  of  the  Securities  and  Exchange\nCommission,  the  statutory  basis  for such  exemption  may be  unavailable  if\nPurchaser's  representation  was predicated  solely upon a present  intention to\nhold these  Securities for the minimum capital gains period  specified under tax\nstatutes,  for a deferred  sale,  for or until an  increase  or  decrease in the\nmarket  price of the  Securities,  or for a period  of one (1) year or any other\nfixed period in the future.  Purchaser  further  understands that the Securities\nmust be held  indefinitely  unless they are  subsequently  registered  under the\nSecurities Act or an exemption from such  registration  is available.  Purchaser\nfurther  acknowledges and understands that the Company is under no obligation to\nregister the Securities.  Purchaser understands that the certificate  evidencing\nthe Securities  will be imprinted with a legend which  prohibits the transfer of\nthe Securities  unless they are registered or such  registration is not required\nin the opinion of counsel  satisfactory  to the  Company,  a legend  prohibiting\ntheir  transfer  without the consent of the Director of  Department of Financial\nInstitutions  of the  State  of  Nevada  and any  other  legend  required  under\napplicable state securities laws.\n\n\n\n\n\n     (c)  Purchaser is familiar  with the  provisions  of Rule 701 and Rule 144,\neach promulgated  under the Securities Act, which, in substance,  permit limited\npublic resale of \"restricted  securities\" acquired,  directly or indirectly from\nthe issuer  thereof,  in a non-public  offering  subject to the  satisfaction of\ncertain  conditions.  Rule 701 provides that if the issuer  qualifies under Rule\n701 at the time of the grant of the Stock Purchase  Right to the Purchaser,  the\nexercise will be exempt from registration under the Securities Act. In the event\nthe Company becomes subject to the reporting requirements of Section 13 or 15(d)\nof the Securities  Exchange Act of 1934, as amended (the \"EXCHANGE ACT\"), ninety\n(90) days  thereafter (or such longer period as any market  stand-off  agreement\nmay require) the Securities exempt under Rule 701 may be resold,  subject to the\nsatisfaction of certain of the conditions specified by Rule 144, including:  (1)\nthe resale being made through a broker in an unsolicited \"broker's  transaction\"\nor in  transactions  directly with a market maker (as said term is defined under\nthe Exchange Act);  and, in the case of an affiliate,  (2) the  availability  of\ncertain public information about the Company, (3) the amount of Securities being\nsold during any three (3) month period not exceeding the  limitations  specified\nin Rule 144(e), and (4) the timely filing of a Form 144, if applicable.\n\n     In the event that the Company  does not  qualify under Rule 701 at the time\nof grant of the  Stock  Purchase  Right,  then the  Securities  may be resold in\ncertain  limited  circumstances  subject to the  provisions  of Rule 144,  which\nrequires  the  resale to occur not less than one (1) year after the later of the\ndate the  Securities  were sold by the Company or the date the  Securities  were\nsold by an affiliate of the Company, within the meaning of Rule 144; and, in the\ncase of acquisition of the Securities by an affiliate, or by a non-affiliate who\nsubsequently  holds the Securities less than two (2) years,  the satisfaction of\nthe  conditions  set forth in sections  (1),  (2), (3) and (4) of the  paragraph\nimmediately above.\n\n     (d)  Purchaser  hereby  agrees  that  if so  requested  by  the  Company or\nany  representative  of the  underwriters in connection with any registration of\nthe  offering  of any  securities  of the  Company  under  the  Securities  Act,\nPurchaser shall not sell or otherwise transfer any Shares or other securities of\nthe  Company  during  the  180-day  period  following  the  effective  date of a\nregistration  statement of the Company filed under the Securities Act; provided,\nhowever,  that such  restriction  shall  only  apply to the  first  registration\nstatement  of the Company to become  effective  under the  Securities  Act which\ninclude  securities  to be sold on behalf  of the  Company  to the  public in an\nunderwritten  public  offering under the Securities  Act. The Company may impose\nstop-transfer  instructions with respect to securities  subject to the foregoing\nrestrictions until the end of such 180-day period.\n\n     (e) Purchaser further  understands that in the event all of the  applicable\nrequirements  of Rule  701 or 144  are not  satisfied,  registration  under  the\nSecurities  Act,  compliance  with  Regulation  A,  or some  other  registration\nexemption will be required;  and that,  notwithstanding  the fact that Rules 144\nand 701 are not exclusive,  the Staff of the Securities and Exchange  Commission\nhas  expressed  its opinion  that persons  proposing  to sell private  placement\nsecurities  other than in a registered  offering and otherwise  than pursuant to\nRules 144 or 701 will have a substantial burden of proof in establishing that an\nexemption from registration is available for such offers or sales, and that such\npersons and their respective  brokers who participate in such transactions do so\nat their own risk.\n\n\n                                      -2-\n\n\n\n\n\nPurchaser  understands  that no  assurances  can be given  that  any such  other\nregistration exemption will be available in such event.\n\n\n\n                                        ________________________________________\n                                        Signature of Purchaser:\n\n\n                                        Date:________________, 2000\n\n\n\n\n\n\n\n\n\n\n                                      -3-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7079],"corporate_contracts_industries":[9517],"corporate_contracts_types":[9539,9544],"class_list":["post-40195","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-china-broadband-corp","corporate_contracts_industries-telecommunications__other","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40195","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40195"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40195"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40195"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40195"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}