Exhibit 10.8
FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “ First
Amendment ”) is made as of July 9, 2010, between China Broadband, Inc., a Nevada corporation (the “
Company ”) and Shane McMahon (including his successors and assigns, the “ Investor ”). Capitalized terms
not defined herein have the meanings assigned to them in the Securities Purchase Agreement, as defined below.
WHEREAS , the Company and the Investor are parties to that certain Securities Purchase Agreement
dated as of May 20, 2010 (the “ Securities Purchase Agreement ”); and
WHEREAS , concurrently with the Closing under the Securities Purchase Agreement, the Company and
the Investor desire to amend that Agreement as set forth herein;
NOW, THEREFO RE , 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:
9.7 Formation of Sinotop WFOE . As soon as reasonably practicable after the
Closing, the Company will cause the formation of Sinotop WFOE.
9.8 Sinotop VIE Agreements. Within ten (10) days after the issuance of a business
license for the Sinotop WFOE by the competent office of the PRC State Administration of
Industry and Commerce, the Company ensure the following:
(a) Sinotop HK, SinoTop Beijing, Sinotop WFOE and Zhang Yan will execute
and deliver to one another a Termination, Assignment and Assumption Agreement in the form
attached as Exhibit A (the “ Assignment Agreement ”);
(b) In accordance with the Assignment Agreement, the Equity Pledge included as
part of the Sinotop VIE Agreements will be terminated, and the parties to the Assignment
Agreement will enter into a replacement Equity Pled