{"id":40613,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-agreement-china-broadband-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-china-broadband-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-agreement-china-broadband-corp.html","title":{"rendered":"Stock Option Agreement &#8211; China Broadband Corp."},"content":{"rendered":"<pre>                              CHINA BROADBAND CORP.\n\n                                 2000 STOCK PLAN\n\n                             STOCK OPTION AGREEMENT\n\n\n         Unless  otherwise  defined herein,  the terms defined in the 2000 Stock\nPlan shall have the same defined meanings in this Stock Option Agreement.\n\nI.       NOTICE OF STOCK OPTION GRANT\n         ----------------------------\n\n         ----------------------------------------\n\n         ----------------------------------------\n\n         ----------------------------------------\n\n\n\n         The undersigned  Optionee has been granted an Option to purchase Common\nStock of the Company,  subject to the terms and  conditions of the Plan and this\nOption Agreement, as follows:\n\n         Grant Number                       ____________________________________\n\n         Date of Grant                      ____________________________________\n\n         Vesting Commencement Date          ____________________________________\n\n         Exercise Price per Share           $___________________________________\n\n         Total Number of Shares Granted     ____________________________________\n\n         Total Exercise Price               $___________________________________\n\n         Type of Option:                    ____   Incentive Stock Option\n\n                                              X    Nonstatutory Stock Option\n                                            ----\n\n         Term\/Expiration Date:              ____________________________________\n\n         Vesting Schedule:\n         ----------------\n\n\n         This Option shall be exercisable, in whole or in part, according to the\nfollowing vesting schedule:\n\n\n\n\n\n         1.   twenty five percent  (25%) of the total  number of Shares  granted\n              under the  Option  shall  vest  after  one (1) year of  Continuous\n              Status  as  an  Employee  or  Consultant;\n\n         2.   and the remaining seventy-five percent (75%) of the Shares granted\n              under the Option shall vest pro rata monthly,  on the same date of\n              the month as the date of grant of the option,  over the  following\n              thirty-six  (36)  months of  Continuous  Status as an  Employee or\n              Consultant.\n\n         Termination Period:\n         ------------------\n\n         This Option shall be  exercisable  for three (3) months after  Optionee\nceases to be a Service  Provider.  Upon  Optionee's  death or  Disability,  this\nOption may be exercised for one (1) year after  Optionee  ceases to be a Service\nProvider.   In  no  event  may   Optionee   exercise   this  Option   after  the\nTerm\/Expiration Date as provided above.\n\nII.      AGREEMENT\n         ---------\n\n         1.  Grant of Option.  The Plan  Administrator of the Company hereby\n             ---------------\ngrants to the Optionee named in the Notice of Stock Option Grant (the \"Notice of\nGrant\"),  an Option to purchase  the number of Shares set forth in the Notice of\nGrant,  at the  Exercise  Price per Share set forth in the Notice of Grant,  and\nsubject to the terms and conditions of the Plan, which is incorporated herein by\nreference.  Subject  to  Section  10.4 of the Plan,  in the event of a  conflict\nbetween  the terms and  conditions  of the Plan and this Option  Agreement,  the\nterms and conditions of the Plan shall prevail.\n\n         If  designated  in the  Notice of Grant as an  Incentive  Stock  Option\n(\"ISO\"),  this  Option is intended to qualify as an  Incentive  Stock  Option as\ndefined in Section 422 of the Code. Nevertheless,  to the extent that it exceeds\nthe  $100,000  rule of Code  Section  422(d),  this Option shall be treated as a\nNonstatutory Stock Option (\"NSO\").\n\n         2.  Exercise of Option.\n             ------------------\n\n             (a) Right to  Exercise.  This  Option  shall be  exercisable during\n                 ------------------\nits term in accordance with the Vesting  Schedule set out in the Notice of Grant\nand with the applicable provisions of the Plan and this Option Agreement.\n\n             (b)  Method of Exercise.  This Option shall be exercisable by deli-\n                  ------------------\nvery of an  exercise  notice in the form  attached  as Exhibit A (the  \"Exercise\nNotice\")  which shall state the election to exercise  the Option,  the number of\nShares  with  respect  to which the  Option is being  exercised,  and such other\nrepresentations  and agreements as may be required by the Company.  The Exercise\nNotice shall be accompanied by payment of the aggregate Exercise Price as to all\nExercised  Shares.  This Option shall be deemed to be exercised  upon receipt by\nthe Company of such fully executed Exercise Notice  accompanied by the aggregate\nExercise Price.\n\n             No Shares shall be issued  pursuant  to the  exercise  of an Option\nunless such issuance and such exercise  complies with Applicable Laws.  Assuming\nsuch  compliance,  for  income  tax  purposes  the  Shares  shall be  considered\ntransferred  to the Optionee on the date on which the Option is  exercised  with\nrespect to such Shares.\n\n\n                                      -2-\n\n\n\n\n\n         3.  Optionee's Representations.  In the event the Shares have not been\n             --------------------------\nregistered under the Securities Act of 1933, as amended, at the time this Option\nis exercised, the Optionee shall, if required by the Company,  concurrently with\nthe exercise of all or any portion of this Option, deliver to the Company his or\nher Investment  Representation  Statement in the form attached hereto as Exhibit\nB.\n\n         4.  Lock-Up  Period.  Optionee hereby agrees that, if so requested by\n             ---------------\nthe  Company  or  any   representative   of  the  underwriters   (the  \"MANAGING\nUNDERWRITER\")  in  connection  with  any  registration  of the  offering  of any\nsecurities of the Company under the Securities  Act,  Optionee shall not sell or\notherwise  transfer  any Shares or other  securities  of the Company  during the\n180-day  period  (or such  other  period as may be  requested  in writing by the\nManaging  Underwriter  and  agreed to in writing by the  Company)  (the  \"MARKET\nSTANDOFF  PERIOD\")  following the effective date of a registration  statement of\nthe Company filed under the Securities Act. Such restriction shall apply only to\nthe first  registration  statement of the Company to become  effective under the\nSecurities  Act that includes  securities to be sold on behalf of the Company to\nthe public in an  underwritten  public  offering under the  Securities  Act. The\nCompany may impose stop-transfer instructions with respect to securities subject\nto the foregoing restrictions until the end of such Market Standoff Period.\n\n         5.  Method of Payment. Payment of the aggregate Exercise Price shall be\n             -----------------\nby any of the  following,  or a  combination  thereof,  at the  election  of the\nOptionee:\n\n             (a) cash or check;\n\n             (b) consideration received by the Company under a formal cashless\nexercise  program  adopted by the Company in  connection  with the Plan;  or\n\n             (c) surrender  of other  Shares  which, (i) in the  case of  Shares\nacquired  upon  exercise of an option,  have been owned by the Optionee for more\nthan six (6) months on the date of surrender,  and (ii) have a Fair Market Value\non the date of surrender equal to the aggregate  Exercise Price of the Exercised\nShares.\n\n         6.  Restrictions on Exercise. This Option may not be exercised until\n             ------------------------\nsuch time as the Plan has been approved by the  shareholders of the Company,  or\nif the  issuance of such  Shares upon such  exercise or the method of payment of\nconsideration  for such shares would  constitute  a violation of any  Applicable\nLaw.\n\n         7.  Non-Transferability  of Option.  This Option may not be transferred\n             ------------------------------\nin any manner  otherwise than by will or by the laws of descent or  distribution\nand may be exercised during the lifetime of Optionee only by Optionee. The terms\nof the Plan and this  Option  Agreement  shall be  binding  upon the  executors,\nadministrators, heirs, successors and assigns of the Optionee.\n\n         8.  Term of Option.  This Option may be exercised only within the term\n             --------------\nset out in the Notice of Grant,  and may be  exercised  during such term only in\naccordance with the Plan and the terms of this Option.\n\n         9.  Tax Consequences.  et forth below is a brief summary as of the date\n             ----------------\nof this  Option of some of the  federal  tax  consequences  of  exercise of this\nOption and disposition of the Shares.\n\n\n                                      -3-\n\n\n\n\n\nTHIS SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND  REGULATIONS  ARE\nSUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING\nTHIS OPTION OR DISPOSING OF THE SHARES.\n\n             (a) Exercise of NSO. There may be a regular federal income tax\n                 ---------------\nliability  upon the exercise of an NSO.  The Optionee  will be treated as having\nreceived compensation income (taxable at ordinary income tax rates) equal to the\nexcess,  if any, of the Fair Market  Value of the Shares on the date of exercise\nover the Exercise  Price. If Optionee is an Employee or a former  Employee,  the\nCompany will be required to withhold  from  Optionee's  compensation  or collect\nfrom Optionee and pay to the  applicable  taxing  authorities  an amount in cash\nequal to a percentage of this compensation  income at the time of exercise,  and\nmay  refuse  to  honor  the  exercise  and  refuse  to  deliver  Shares  if such\nwithholding amounts are not delivered at the time of exercise.\n\n             (b) Exercise of ISO. If this Option qualifies as an ISO,  there\n                 ---------------\nwill be no regular federal income tax liability upon the exercise of the Option,\nalthough the excess,  if any, of the Fair Market Value of the Shares on the date\nof exercise  over the  Exercise  Price will be treated as an  adjustment  to the\nalternative minimum tax for federal tax purposes and may subject the Optionee to\nthe alternative minimum tax in the year of exercise.\n\n             (c) Disposition  of  Shares.  In the case of an NSO,  if Shares are\n                 -----------------------\nheld for at least one year,  any gain realized on disposition of the Shares will\nbe treated as long-term  capital gain for federal  income tax  purposes.  In the\ncase of an ISO,  if Shares  transferred  pursuant  to the Option are held for at\nleast one year after exercise and of at least two years after the Date of Grant,\nany gain realized on disposition of the Shares will also be treated as long-term\ncapital gain for federal income tax purposes.  If Shares  purchased under an ISO\nare  disposed  of within one year after  exercise or two years after the Date of\nGrant,  any gain realized on such  disposition  will be treated as  compensation\nincome  (taxable  at  ordinary  income  rates) to the  extent of the  difference\nbetween the  Exercise  Price and the lesser of (1) the Fair Market  Value of the\nShares  on the date of  exercise,  or (2) the  sale  price  of the  Shares.  Any\nadditional gain will be taxed as capital gain, short-term or long-term depending\non the period that the ISO Shares were held.\n\n             (d) Notice of Disqualifying  Disposition of ISO Shares. If the\n                 --------------------------------------------------\nOption granted to Optionee  herein is an ISO, and if Optionee sells or otherwise\ndisposes  of any of the  Shares  acquired  pursuant  to the ISO on or before the\nlater of (1) the date two (2) years after the Date of Grant, or (2) the date one\nyear after the date of  exercise,  the  Optionee  shall  immediately  notify the\nCompany in writing of such  disposition.  Optionee  agrees that  Optionee may be\nsubject to income tax  withholding  by the  Company on the  compensation  income\nrecognized by the Optionee.\n\n         10. Entire  Agreement;  Governing  Law.  The  Plan is  incorporated\n             ----------------------------------\nherein by reference.  The Plan and this Option  Agreement  constitute the entire\nagreement of the parties with respect to the subject matter hereof and supersede\nin their  entirety  all prior  undertakings  and  agreements  of the Company and\nOptionee  with  respect to the subject  matter  hereof,  and may not be modified\nadversely to the Optionee's  interest except by means of a writing signed by the\nCompany and  Optionee.  This  agreement  is governed by the laws of the State of\nWashington.\n\n\n                                      -4-\n\n\n\n\n\n         11. No Guarantee of Continued  Service.  OPTIONEE  ACKNOWLEDGES AND\n             ----------------------------------\nAGREES THAT THE VESTING OF SHARES  PURSUANT  TO THE VESTING  SCHEDULE  HEREOF IS\nEARNED ONLY BY CONTINUING AS A SERVICE  PROVIDER AT THE WILL OF THE COMPANY (NOT\nTHROUGH THE ACT OF BEING HIRED,  BEING  GRANTED THIS OPTION OR ACQUIRING  SHARES\nHEREUNDER).  OPTIONEE FURTHER  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,  THE\nTRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO\nNOT  CONSTITUTE  AN EXPRESS OR IMPLIED  PROMISE  OF  CONTINUED  ENGAGEMENT  AS A\nSERVICE  PROVIDER FOR THE VESTING PERIOD,  FOR ANY PERIOD,  OR AT ALL, AND SHALL\nNOT  INTERFERE  IN ANY WAY  WITH  OPTIONEE'S  RIGHT  OR THE  COMPANY'S  RIGHT TO\nTERMINATE  OPTIONEE'S  RELATIONSHIP  AS A SERVICE  PROVIDER AT ANY TIME, WITH OR\nWITHOUT CAUSE.\n\n         Optionee acknowledges receipt of a copy of the Plan and represents that\nhe or she is familiar with the terms and provisions thereof,  and hereby accepts\nthis Option  subject to all of the terms and  provisions  thereof.  Optionee has\nreviewed  the Plan and  this  Option  Agreement  in their  entirety,  has had an\nopportunity  to obtain the  advice of counsel  prior to  executing  this  Option\nAgreement and fully understands all provisions of the Option Agreement. Optionee\nhereby  agrees to accept  as  binding,  conclusive  and final all  decisions  or\ninterpretations  of the Administrator  upon any questions arising under the Plan\nor this Option Agreement. Optionee further agrees to notify the Company upon any\nchange in the residence address indicated below.\n\n\n\nOPTIONEE                                     CHINA BROADBAND CORP.\n\n\n--------------------------------             -----------------------------------\nSignature                                    By:\n\n\n--------------------------------             -----------------------------------\nPrint Name                                   Title:\n\n\n--------------------------------\n\n--------------------------------\nResidence Address\n\n\n                                      -5-\n\n\n\n\n\n                                                                       EXHIBIT A\n                                                                       ---------\n\n                                 2000 STOCK PLAN\n\n                                 EXERCISE NOTICE\n\nChina Broadband Corp.\n_____________________\n_____________________\n\n\nAttention:  ___________\n\n\n     1.   Exercise  of Option.  Effective  as of today,  ___________,  20__,\n          -------------------\nthe  undersigned  (\"OPTIONEE\")  hereby elects to exercise  Optionee's  option to\npurchase  ________  shares of the Common Stock (the \"SHARES\") of China Broadband\nCorp. (the \"COMPANY\") under and pursuant to the 2000 Stock Plan (the \"PLAN\") and\nthe Stock Option Agreement dated ________, _____ (the \"OPTION AGREEMENT\").\n\n     2.   Delivery of Payment.  Purchaser  herewith  delivers to the Company the\n          -------------------\nfull purchase price of the Shares,  as set forth in the Option Agreement.\n\n     3.   Representations  of  Optionee.   Optionee  acknowledges  that Optionee\n          -----------------------------\nhas received,  read and understood the Plan and the Option  Agreement and agrees\nto abide by and be bound by their terms and conditions.\n\n     4.   Rights as Shareholder. Until the issuance of the Shares (as evidenced\n          ---------------------\nby the  appropriate  entry on the books of the  Company or of a duly  authorized\ntransfer  agent of the  Company),  no right to vote or receive  dividends or any\nother rights as a  shareholder  shall exist with respect to the Optioned  Stock,\nnotwithstanding  the  exercise of the Option.  The Shares shall be issued to the\nOptionee as soon as  practicable  after the Option is  exercised.  No adjustment\nshall be made for a dividend  or other  right for which the record date is prior\nto the date of issuance except as provided in Section 9 of the Plan.\n\n     5.   Company's  Right of First Refusal.  Before any Shares held by Optionee\n          ---------------------------------\nor any transferee  (either being  sometimes  referred to herein as the \"HOLDER\")\nmay be sold or otherwise transferred (including transfer by gift or operation of\nlaw),  the  Company or its  assignee(s)  shall have a right of first  refusal to\npurchase the Shares on the terms and  conditions  set forth in this Section (the\n\"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 Shares (the \"Offered Price\"), and the Holder shall offer the Shares\nat the Offered Price to the Company or its assignee(s).\n\n\n\n\n\n          (b)  Exercise of Right of First Refusal. At any time within 30 days\n               ----------------------------------\nafter receipt of the Notice,  the Company and\/or its assignee(s)  may, by giving\nwritten  notice to the Holder,  elect to purchase all, but not less than all, of\nthe  Shares  proposed  to be  transferred  to any one or  more  of the  Proposed\nTransferees,  at the purchase price determined in accordance with subsection (c)\nbelow.\n\n          (c)  Purchase Price. The purchase price  (\"PURCHASE  PRICE\") for the\n               --------------\nShares  purchased by the Company or its assignee(s)  under this Section shall be\nthe Offered Price. If the Offered Price includes  consideration other than cash,\nthe cash equivalent value of the non-cash  consideration  shall be determined by\nthe Board of Directors 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 30 days after receipt of the Notice or in the manner\nand 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 120 days after the date of the Notice,  that any such sale or\nother transfer is effected in accordance with any applicable securities laws and\nthat the  Proposed  Transferee  agrees in writing  that the  provisions  of this\nSection  shall  continue  to apply to the  Shares in the hands of such  Proposed\nTransferee.  If the Shares  described in the Notice are not  transferred  to the\nProposed  Transferee  within  such  period,  a new Notice  shall be given to the\nCompany,  and the Company and\/or its assignees  shall again be offered the Right\nof First  Refusal  before any Shares held by the Holder may be sold or otherwise\ntransferred.\n\n          (f)  Exception  for  Certain  Family  Transfers.  Anything  to the\n               ------------------------------------------\ncontrary contained in this Section  notwithstanding,  the transfer of any or all\nof the Shares during the Optionee's  lifetime or on the Optionee's death by will\nor intestacy to the  Optionee's  immediate  family or a trust for the benefit of\nthe  Optionee's  immediate  family shall be exempt from the  provisions  of this\nSection.  \"IMMEDIATE FAMILY\" as used herein shall mean spouse, lineal descendant\nor antecedent,  father,  mother, brother or sister. In such case, the transferee\nor other recipient  shall receive and hold the Shares so transferred  subject to\nthe provisions of this Section,  and there shall be no further  transfer of such\nShares except 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 first sale of Common Stock of\nthe Company to the general  public  pursuant to a registration  statement  filed\nwith and declared effective by the Securities and Exchange  Commission under the\nSecurities Act of 1933, as amended.\n\n     6.   Tax Consultation.  Optionee  understands that Optionee may suffer\n          ----------------\nadverse tax  consequences  as a result of Optionee's  purchase or disposition of\nthe  Shares.  Optionee  represents  that  Optionee  has  consulted  with any tax\nconsultants  Optionee  deems  advisable  in  connection  with\n\n\n                                      -2-\n\n\n\n\n\nthe purchase or  disposition  of the Shares and that  Optionee is not relying on\nthe Company for any tax advice.\n\n     7.   Restrictive Legends and Stop-Transfer Orders.\n          --------------------------------------------\n\n          (a)  Legends.  Optionee understands  and agrees that the Company shall\n               -------\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 state or\nfederal securities laws:\n\n                  THE  SECURITIES   EVIDENCED  BY  THIS  CERTIFICATE  HAVE  BEEN\n                  ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE\n                  SECURITIES  ACT OF 1933 (THE  \"ACT\")  OR ANY STATE  SECURITIES\n                  LAWS.  SUCH  SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR\n                  OTHERWISE TRANSFERRED,  PLEDGED OR HYPOTHECATED IN THE ABSENCE\n                  OF SUCH REGISTRATION OR AN OPINION OF COUNSEL  SATISFACTORY TO\n                  THE  ISSUER  AND ITS  COUNSEL  THAT SUCH  REGISTRATION  IS NOT\n                  REQUIRED UNDER THE ACT AND ANY STATE SECURITIES LAWS.\n\n                  THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO\n                  CERTAIN  RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL\n                  HELD BY THE  ISSUER  OR ITS  ASSIGNEE(S)  AS SET  FORTH IN THE\n                  EXERCISE  NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF\n                  THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL\n                  OFFICE OF THE ISSUER. SUCH TRANSFER  RESTRICTIONS AND RIGHT OF\n                  FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.\n\n          (b)  Stop-Transfer  Notices.  Optionee agrees that, in order to ensure\n               ----------------------\ncompliance  with the  restrictions  referred  to herein,  the  Company may issue\nappropriate  \"stop  transfer\"  instructions  to its transfer  agent, if any, and\nthat,  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 (i) to\n               --------------------\ntransfer on its books any Shares that have been sold or otherwise transferred in\nviolation of any of the  provisions of this Exercise  Notice or (ii) to treat as\nowner of such  Shares or to accord  the  right to vote or pay  dividends  to any\npurchaser  or  other   transferee  to  whom  such  Shares  shall  have  been  so\ntransferred.\n\n     8.   Successors  and  Assigns.  The Company  may assign any of its rights\n          ------------------------\nunder this Exercise  Notice to single or multiple  assignees,  and this Exercise\nNotice shall inure to the benefit of the  successors and assigns of the Company.\nSubject to the  restrictions on transfer herein set forth,  this Exercise Notice\nshall be binding upon Optionee and his or her heirs, executors,  administrators,\nsuccessors and assigns.\n\n\n                                      -3-\n\n\n\n\n\n     9.   Interpretation.  Any dispute  regarding the  interpretation  of this\n          --------------\nExercise  Notice shall be  submitted by Optionee or by the Company  forthwith to\nthe  Administrator  which shall review such dispute at its next regular meeting.\nThe resolution of such a dispute by the Administrator shall be final and binding\non all parties.\n\n     10.  Governing Law; Severability.  This Exercise Notice is governed by the\n          ---------------------------\nlaws of the State of Washington.\n\n     11.  Entire Agreement.  The Plan and Option Agreement are incorporated\n          ----------------\nherein by reference.  This Exercise  Notice,  the Plan, the Option Agreement and\nthe Investment  Representation  Statement constitute the entire agreement of the\nparties  with  respect  to the  subject  matter  hereof and  supersede  in their\nentirety all prior  undertakings and agreements of the Company and Optionee with\nrespect to the subject matter hereof,  and may not be modified  adversely to the\nOptionee's  interest  except by means of a writing  signed  by the  Company  and\nOptionee.\n\n\nSubmitted by:                                Accepted by:\n\n\nOPTIONEE                                     CHINA BROADBAND CORP.\n\n\n-----------------------------------------    -----------------------------------\nSignature                                    By\n\n\n-----------------------------------------    -----------------------------------\nPrint Name                                   Title\n\nAddress:                                     Address:\n-------                                      -------\n\n-----------------------------------------    -----------------------------------\n\n-----------------------------------------    -----------------------------------\n\n                                             -----------------------------------\n                                             Date Received\n\n\n                                      -4-\n\n\n\n\n\n                                                                       EXHIBIT B\n\n                       INVESTMENT REPRESENTATION STATEMENT\n\n\nOPTIONEE:\n\nCOMPANY:          China Broadband Corp.\n\nSECURITY:\n\nAMOUNT:\n\nDATE:\n\n         In connection  with the purchase of the  above-listed  Securities,  the\nundersigned Optionee represents to the Company the following:\n\n          (a)  Optionee  is  aware  of the  Company's  business  affairs  and\nfinancial condition and has acquired sufficient information about the Company to\nreach an informed and knowledgeable decision to acquire the Securities. Optionee\nis acquiring these Securities for investment for Optionee'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)  Optionee  acknowledges  and  understands  that the  Securities\nconstitute  \"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 Optionee's  investment intent as expressed herein. In this connection,\nOptionee   understands  that,  in  the  view  of  the  Securities  and  Exchange\nCommission,  the  statutory  basis  for such  exemption  may be  unavailable  if\nOptionee's representation was predicated solely upon a present intention to hold\nthese  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 year or any other fixed\nperiod in the future.  Optionee further  understands that the Securities must be\nheld indefinitely  unless they are subsequently  registered under the Securities\nAct or an  exemption  from such  registration  is  available.  Optionee  further\nacknowledges and understands that the Company is under no obligation to register\nthe  Securities.  Optionee  understands  that  the  certificate  evidencing  the\nSecurities  will be imprinted with a legend which  prohibits the transfer of the\nSecurities  unless they are registered or such  registration  is not required in\nthe  opinion  of  counsel  satisfactory  to the  Company,  and any other  legend\nrequired under applicable state securities laws.\n\n          (c)  Optionee  is familiar with the provisions of Rule 701 and Rule\n144, each  promulgated  under the Securities Act,  which,  in substance,  permit\nlimited  public  resale  of  \"restricted   securities\"  acquired,   directly  or\nindirectly  from the issuer  thereof,  in a non-public  offering  subject to the\nsatisfaction  of  certain  conditions.  Rule  701  provides  that if the  issuer\nqualifies under Rule 701 at the\n\n\n\n\n\ntime of the grant of the Option to the  Optionee,  the  exercise  will be exempt\nfrom  registration  under the Securities  Act. In the event the Company  becomes\nsubject to the reporting  requirements  of Section 13 or 15(d) of the Securities\nExchange Act of 1934, as amended,  90 days  thereafter (or such longer period as\nany market stand-off agreement may require) the Securities exempt under Rule 701\nmay be  resold,  subject  to  the  satisfaction  of  certain  of the  conditions\nspecified by Rule 144, including:  (1) the resale being made through a broker in\nan unsolicited \"broker's  transaction\" or in transactions directly with a market\nmaker (as said term is defined  under the  Securities  Exchange Act of 1934,  as\namended);  and, in the case of an  affiliate,  (2) the  availability  of certain\npublic  information  about the Company,  (3) the amount of Securities being sold\nduring any three-month  period not exceeding the  limitations  specified in Rule\n144(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\ntime of grant of the  Option,  then the  Securities  may be  resold  in  certain\nlimited  circumstances subject to the provisions of Rule 144, which requires the\nresale  to  occur  not  less  than  one  year  after  the  later of the date the\nSecurities  were sold by the Company or the date the Securities  were sold by an\naffiliate  of the Company,  within the meaning of Rule 144;  and, in the case of\nacquisition  of  the  Securities  by an  affiliate,  or by a  non-affiliate  who\nsubsequently  holds the Securities less than two years,  the satisfaction of the\nconditions  set  forth  in  sections  (1),  (2),  (3) and  (4) of the  paragraph\nimmediately above.\n\n          (d)  Optionee  further  understands  that in the  event  all of the\napplicable requirements of Rule 701 or 144 are not satisfied, registration under\nthe Securities 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\nRule 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. Optionee understands that no assurances can be given that any\nsuch other registration exemption will be available in such event.\n\n                                          Signature of Optionee:\n\n\n                                          ______________________________________\n\n\n                                          Date: __________________________, ____\n\n\n\n                                      -2-\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-40613","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\/40613","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=40613"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40613"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40613"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40613"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}