SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated May 20, 2010, is
between China Broadband, Inc., a Nevada corporation (the “ Company ”) and Shane McMahon (including his
respective successors and assigns, the “ Investor ”).
WHEREAS , this Agreement has been entered into pursuant to the terms of the Company’s Confidential
Private Placement Memorandum, dated May 18, 2010 (together with any and all amendments and/or
supplements thereto, the “ Memorandum ”);
W HEREAS, the Investor desires to purchase from the Company, and the Company desires to sell and
issue to the Investor, upon the terms and conditions stated in this Agreement, 7,000,000 units at a purchase price
of $0.50 per unit (each, a “ Unit ”);
WHEREAS , each Unit shall consist of: (i) one share (collectively, the “ Shares ”) of the Company’s
Series A Preferred Stock, par value $0.001 per share (the “ Series A Preferred Stock ”; and (ii) a common
stock purchase warrant (each a “ Warrant ,” and, collectively, the “ Series A Warrants ”) to purchase
34.2857 shares (collectively, the “ Warrant Shares ”) of Common Stock at an exercise price of $0.05 per
share (subject to adjustment as set forth in the Series A Warrants), which Series A Warrants shall be in the form
attached hereto as Exhibit A , upon the terms and conditions set forth in this Agreement; and
WHEREAS , the Company and the Investor are executing and delivering this Agreement in reliance
upon the exemption from securities registration afforded by the rules and regulations as promulgated by the SEC
under the Securities Act.
NOW, THEREFORE , in consideration of, and subject to, the mutual terms, conditions and other
agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound by the terms and conditions hereof, the parties
hereto hereby agree as follows:
1. DEFINITIONS .