Exhibit 10.21


 


Share Pledge Agreement


 


This Share Pledge
Agreement (this “Agreement”) has been executed by and among the following
Parties on July 31, 2008 in
Beijing, People’s Republic of China (“PRC”):


 


Party
A: ChinaCache Network
Technology (Beijing) Co., Ltd. (hereinafter “Pledgee”)


Address: Floor
6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road, Chaoyang District,
100016, Beijing


 


Party B: Huiling
Ying (hereinafter “Pledgor”)


ID Number:


 


Party
C: Beijing Jingtian Technology Co., Ltd.


Address: 807, Tower D, No.9 Shang Di Third Street,
Haidian District, Beijing


 


In this Agreement, each of Pledgee, Pledgor and
Party C shall be referred to as a “Party” respectively, and they shall be
collectively referred to as the “Parties”.


 


Whereas:


 


1.                   Party C is a limited liability company registered in Beijing, China
engaging in software system development business and/or other business approved
by Pledgee.  Pledgor is the citizens of
the PRC, and holds 50% of the equity interest in Party C.  Party C intends to acknowledge the respective
rights and obligations of Pledgor and Pledgee under this Agreement, and to
provide any necessary assistance in registering the Pledge;


 


2.                   Pledgee is a wholly foreign owned enterprise registered in Beijing, China. Pledgee and Party C,
which is partially owned by Pledgor, have executed an Exclusive Business
Cooperation Agreement on the date of this Agreement;


 


3.                   To ensure that Party C performs its obligations under the Exclusive
Business Cooperation Agreement and pays the consulting and service fees in
accordance with said agreement, Pledgor hereby pledges all of the equity
interest she holds in Party C as security for Party C’s payment of the consulting
and service fees under the Exclusive Business Cooperation Agreement.


 


To perform the provisions of the Exclusive Business
Cooperation Agreement, the Parties have mutually agreed to execute this
Agreement upon the following terms.


 


1.                  Definitions


 


Unless otherwise provided herein, the terms below
shall have the following


 


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meanings:


 


1.1                  Pledge: shall refer to the security interest granted by Pledgor to
Pledgee pursuant to Article 2 of this Agreement, i.e., the right of
Pledgee to be compensated on a preferential basis with the conversion, auction
or sales price of the Equity Interest.


 


1.2                  Equity Interest: shall refer to all of the equity interest lawfully now
held and hereafter acquired by Pledgor in Party C.


 


1.3                  Term of Pledge: shall refer to the term set forth in Section 3.2 of
this Agreement.


 


1.4                  Exclusive Business Cooperation Agreement: shall refer to the Exclusive
Business Cooperation Agreement executed by and between Pledgee and Party C on
the date of this Agreement.


 


1.5                  Event of Default: shall refer to any of the circumstances set forth in Article 7
of this Agreement.


 


1.6                  Notice of Default: shall refer to the notice issued by Pledgee in accordance
with this Agreement declaring an Event of Default.


 


2.                  The Pledge


 


As collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of any or all the payments due by Party C, including without
limitation the consulting and services fees payable to the Pledgee under the Exclusive
Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first
security interest in all of Pledgor’s right, title and interest, whether now
owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.


 


3.                  Term of Pledge


 


3.1                  The Pledge shall become effective as of the date when the pledge of the
Equity Interest is registered in the shareholders’ register of Party C. The
Pledge shall be continuously valid until all payments due under the Principal
Agreements have been fulfilled by Party C. The Parties agree that Pledgor and
Party C shall register the Pledge in the shareholders’ register of Party C
within 3 business days following the execution of this Agreement, and register
the pledge under this Agreement with competent administration of industry and
commerce within 10 days after such administration of industry and commerce
begins to accept application for share pledge registration (“Share Pledge
Registration”).


 


3.2                  During the Term of Pledge, in the event Party C fails to pay the
consulting or service fees in accordance with the Exclusive Business
Cooperation


 


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Agreement, Pledgee shall have the right, but
not the obligation, to dispose of the Pledge in accordance with the provisions
of this Agreement.


 


4.                  Custody of Records for Equity Interest subject to Pledge


 


4.1                  During the Term of Pledge set forth in this Agreement, Pledgor shall deliver
to Pledgee’s custody the capital contribution certificate for the Equity
Interest and the shareholders’ register containing the Pledge within one week
from the execution of this Agreement, and evidence of share pledge registration
(if any, “Pledge Registration Documents”) within one week after completion of
the share pledge registration. Pledgee shall have custody of such items during
the entire Term of Pledge set forth in this Agreement.


 


4.2                  Pledgee shall have the right to collect dividends generated by the Equity
Interest during the Term of Pledge.


 


5.                  Representations and Warranties of Pledgor


 


5.1                  Pledgor is the sole legal and beneficial owner of the Equity Interest.


 


5.2                  Pledgee shall have the right to dispose of and transfer the Equity
Interest in accordance with the provisions set forth in this Agreement.


 


5.3                  Except for the Pledge, Pledgor has not placed any security interest or
other encumbrance on the Equity Interest.


 


6.                  Covenants and Further Agreements of Pledgor


 


6.1                  Pledgor hereby covenants to the Pledgee, that during the term of this
Agreement, Pledgor shall:


 


6.1.1                      not transfer the Equity Interest, place or permit the existence of any
security interest or other encumbrance that may affect the Pledgee’s rights and
interests in the Equity Interest, without the prior written consent of Pledgee,
except for the performance of the Exclusive Option Agreement executed by Pledgor,
Pledgee and Party C on the date
of this Agreement;


 


6.1.2                      comply with the provisions of all laws and regulations applicable to the
pledge of rights, and within 5 days of receipt of any notice, order or
recommendation issued or prepared by relevant competent authorities regarding
the Pledge, shall present the aforementioned notice, order or recommendation to
Pledgee, and shall comply with the aforementioned notice, order or
recommendation or submit objections and representations with respect to the aforementioned
matters upon Pledgee’s reasonable request or upon consent of 


 


3

















 


Pledgee;


 


6.1.3                      promptly notify Pledgee of any event or notice received by Pledgor that may
have an impact on Pledgee’s rights to the Equity Interest or any portion thereof,
as well as any event or notice received by Pledgor that may have an impact on
any guarantees and other obligations of Pledgor arising out of this Agreement.


 


6.2                  Pledgor agrees that the rights acquired by Pledgee in accordance with this
Agreement with respect to the Pledge shall not be interrupted or harmed by
Pledgor or any heirs or representatives of Pledgor or any other persons through
any legal proceedings.


 


6.3                  To protect or perfect the security interest granted by this Agreement
for payment of the consulting and service fees under the Exclusive Business
Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and
to cause other parties who have an interest in the Pledge to execute all certificates,
agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to
cause other parties who have an interest in the Pledge to perform actions
required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority
granted thereto by this Agreement, and to enter into all relevant documents
regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee
(natural/legal persons).  Pledgor
undertakes to provide Pledgee within a reasonable time with all notices, orders
and decisions regarding the Pledge that are required by Pledgee.


 


6.4                  Pledgor hereby undertakes to comply with and perform all guarantees,
promises, agreements, representations and conditions under this Agreement. In
the event of failure or partial performance of its guarantees, promises,
agreements, representations and conditions, Pledgor shall indemnify Pledgee for
all losses resulting therefrom.


 


7.                  Event of Breach


 


7.1                  The following circumstances shall be deemed Event of Default:


 


7.1.1                      Party C fails to perform any obligations under the Exclusive Business
Cooperation Agreement, including but not limited to its failure to pay in full
any of the consulting and service fees payable under the Exclusive Business
Cooperation Agreement or breaches any other obligations of Party C thereunder;


 


7.1.2                      Any representation or warranty by Pledgor in Article 5 of this Agreement
contains material misrepresentations or errors, and/or


 


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Pledgor violates any of the warranties in Article 5
of this Agreement;


 


7.1.3                      Pledgor and Party C substantially breach any provisions of this
Agreement, or fails to correct such breach within 30 days after being notified
by the non-breaching party;


 


7.1.4                      Except as expressly stipulated in Section 6.1.1, Pledgor transfers or
purports to transfer or abandons the Equity Interest pledged or assigns the
Equity Interest pledged without the written consent of Pledgee;


 


7.1.5                      Any of Pledgor’s own loans, guarantees, indemnifications, promises or other
debt liabilities to any third party or parties (1) become subject to a
demand of early repayment or performance due to default on the part of Pledgor;
or (2) become due but are not capable of being repaid or performed in a
timely manner;


 


7.1.6                      Any approval, license, permit or authorization of government agencies
that makes this Agreement enforceable, legal and effective is withdrawn,
terminated, invalidated or substantively changed;


 


7.1.7                      The promulgation of applicable laws renders this Agreement illegal or
renders it impossible for Pledgor to continue to perform its obligations under
this Agreement;


 


7.1.8                      The successor or custodian of Party C is capable of only partially
perform or refuses to perform the payment obligations under the Exclusive
Business Cooperation Agreement; and


 


7.1.9                      Any other circumstances occur where Pledgee is or may become unable to
exercise its right with respect to the Pledge.


 


7.2                  Upon notice or discovery of the occurrence of any circumstances or event
that may lead to the aforementioned circumstances described in Section 7.1,
Pledgor shall immediately notify Pledgee in writing accordingly.


 


7.3                  Unless an Event of Default set forth in this Section 7.1 has been successfully
resolved to Pledgee’s satisfaction, Pledgee may issue a Notice of Default to
Pledgor in writing upon the occurrence of the Event of Default or at any time
thereafter and demand that Pledgor immediately pay all outstanding payments due
under the Principal Agreements and all other payments due to Pledgee, and/or
dispose of the Pledge in accordance with the provisions of Article 8 of
this Agreement.


 


8.                   Exercise of the Pledge


 


8.1                  Prior to the full payment of the consulting and service fees described
in the Principal Agreements, without the Pledgee’s written consent, Pledgor shall


 


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not assign the Pledge or the Equity Interest
in Party C.


 


8.2                  Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.


 


8.3                  Subject to the provisions of Section 7.3, Pledgee may exercise the right
to enforce the Pledge concurrently with the issuance of the Notice of Default
in accordance with Section 7.2 or at any time after the issuance of the Notice
of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to
be entitled to any rights or interests associated with the Equity Interest.


 


8.4                  In the event of default, Pledgee is entitled to take possession of the Equity
Interest pledged hereunder and to dispose of the Equity Interest pledged, to
the extent permitted and in accordance with applicable laws, without obligation
to account to Pledgor for proceeds of disposition and Pledgor hereby waives any
rights it may have to demand any such accounting from Pledgee. Likewise, in
such circumstance Pledgor shall have no obligation to Pledgee for any
deficiency remaining after such disposition of the Equity Interest pledged.


 


8.5                  When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor
and Party C shall provide necessary assistance to enable Pledgee to enforce the
Pledge in accordance with this Agreement.


 


9.                  Assignment


 


9.1                  Without Pledgee’s prior written consent, Pledgor shall not have the
right to assign or delegate its rights and obligations under this Agreement.


 


9.2                  This Agreement shall be binding on Pledgor and its successors and
permitted assigns, and shall be valid with respect to Pledgee and each of its
successors and assigns.


 


9.3                  At any time, Pledgee may assign any and all of its rights and obligations
under the Principal Agreements to its designee(s) (natural/legal persons),
in which case the assigns shall have the rights and obligations of Pledgee
under this Agreement, as if it were the original party to this Agreement. When
the Pledgee assigns the rights and obligations under the Principal Agreements,
upon Pledgee’s request, Pledgor shall execute relevant agreements or other
documents relating to such assignment.


 


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9.4                  In the event of a change in Pledgee due to an assignment, Pledgor shall,
at the request of Pledgee, execute a new pledge agreement with the new pledgee
on the same terms and conditions as this Agreement, and make modification
registration with competent administration of industry and commerce.


 


9.5                  Pledgor shall strictly abide by the provisions of this Agreement and
other contracts jointly or separately executed by the Parties hereto or any of
them, including the Exclusive Option Agreement and the Power of Attorney
granted to Pledgee, perform the obligations hereunder and thereunder, and
refrain from any action/omission that may affect the effectiveness and
enforceability thereof. Any remaining rights of Pledgor with respect to the
Equity Interest pledged hereunder shall not be exercised by Pledgor except in
accordance with the written instructions of Pledgee.


 


10.           Termination


 


Upon the full payment of the consulting and
service fees under the Exclusive Business Cooperation Agreement and upon termination
of Party C’s obligations under the Principal Agreements, this Agreement shall
be terminated, and Pledgee shall then cancel or terminate this Agreement as
soon as reasonably practicable.


 


11.           Handling Fees and Other Expenses


 


All fees and out of pocket expenses relating to
this Agreement, including but not limited to legal costs, costs of production,
stamp tax and any other taxes and fees, shall be borne by Party C.


 


12.           Confidentiality


 


The Parties acknowledge that any oral or
written information exchanged among them with respect to this Agreement is
confidential information. Each Party shall maintain the confidentiality of all
such information, and without obtaining the written consent of other Parties,
it shall not disclose any relevant information to any third parties, except in
the following circumstances: (a) such information is or will be in the
public domain (provided that this is not the result of a public disclosure by
the receiving party); (b) information disclosed as required by applicable
laws or rules or regulations of any stock exchange; or (c) information
required to be disclosed by any Party to its legal counsel or financial advisor
regarding the transaction contemplated hereunder, and such legal counsel or
financial advisor are also bound by confidentiality duties similar to the
duties in this section. Disclosure of any confidential information by the staff
members or agency hired by any Party shall be deemed disclosure of such
confidential information by such Party, which Party shall be held liable for breach
of this Agreement. This section shall survive the termination of this Agreement
for any reason.


 


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13.           Governing Law and Resolution of Disputes


 


13.1            The execution, effectiveness, construction, performance, and the
resolution of disputes hereunder shall be governed by laws of PRC.


 


13.2            In the event of any dispute with respect to the construction and
performance of the provisions of this Agreement, the Parties shall negotiate in
good faith to resolve the dispute. In the event the Parties fail to reach an
agreement on the resolution of such a dispute within 30 days after any Party’s
request for resolution of the dispute through negotiations, any Party may
submit the relevant dispute to the China International Economic and Trade
Arbitration Commission for arbitration, in accordance with its then effective
arbitration rules. The arbitration shall be conducted in Beijing, and the
language used during arbitration shall be Chinese. The arbitration ruling shall
be final and binding on all Parties.


 


13.3            Upon the occurrence of any disputes arising from
the construction and performance of this Agreement or during the pending
arbitration of any dispute, except for the matters under dispute, the Parties
to this Agreement shall continue to exercise their respective rights under this
Agreement and perform their respective obligations under this Agreement.


 


14.           Notices


 


14.1            All notices and other communications required or permitted to be given
pursuant to this Agreement shall be delivered personally or sent by registered
mail, postage prepaid, by a commercial courier service or by facsimile
transmission to the address of such party set forth below. A confirmation
copy of each notice shall also be sent by E-mail. The dates
on which notices shall be deemed to have been effectively given shall be
determined as follows:


 


14.1.1                Notices given by personal delivery, by courier service or by registered
mail, postage prepaid, shall be deemed effectively given on the date of
delivery or refusal at the address specified for notices.


 


14.1.2                Notices given by
facsimile transmission shall be deemed effectively given on the date of
successful transmission (as evidenced by an automatically generated
confirmation of transmission).


 


14.2            For the purpose of notices, the addresses of the Parties are as follows:


 


	
  Party A: 

  	
  Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian
  Qiao Middle Road,

  
	
   

  	
  Chaoyang District, 100016, Beijing

  
	
   

  	
  Fax: +8610-6437 4251

  
	
   

  	
   

  
	
  Party B: 

  	
  Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian
  Qiao Middle Road,

  
	
   

  	
  Chaoyang District, 100016, Beijing

  
	
   

  	
  Fax: +8610-6437
  4251

  
	
   

  	
   

  
	
  Party C: 

  	
  807, Tower D, No.9
  Shang Di Third Street, Haidian District,

  



 


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  Beijing

  
	
   

  	
  Fax:

  



 


14.3            Any Party may at any time change its address for notices by a notice
delivered to the other Parties in accordance with the terms hereof.


 


15.           Severability


 


In the event that one or several of the provisions
of this Contract are found to be invalid, illegal or unenforceable in any
aspect in accordance with any laws or regulations, the validity, legality or
enforceability of the remaining provisions of this Contract shall not be
affected or compromised in any respect. The Parties shall strive in good faith
to replace such invalid, illegal or unenforceable provisions with effective
provisions that accomplish to the greatest extent permitted by law and the
intentions of the Parties, and the economic effect of such effective provisions
shall be as close as possible to the economic effect of those invalid, illegal
or unenforceable provisions.


 


16.           Attachments


 


The attachments set forth herein shall be an
integral part of this Agreement.


 


17.           Effectiveness


 


17.1            Any amendments, changes and supplements to this Agreement shall be in
writing and shall become effective upon completion of the governmental filing
procedures (if applicable) after the affixation of the signatures or seals of
the Parties.


 


17.2            This Agreement is written in Chinese in three copies.  Pledgor, Pledgee and Party C shall hold one
copy respectively.  Each copy of this
Agreement shall have equal validity.


 


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IN WITNESS THEREOF, the parties have caused their
authorized representatives to sign this Share Pledge Agreement on the date
first above written.


 


 


Party
A: ChinaCache Network
Technology (Beijing) Co., Ltd.


 


 


	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name: Song Wang

  	
   

  
	
  Title: Legal Representative

  	
   

  



 


 


Party B: Huiling
Ying


 


 


	
  By:

  	
  /s/ Huiling Ying

  	
   

  



 


 


Party C: Beijing
Jingtian Technology Co., Ltd.


 


 


	
  By:

  	
  /s/ Xinxin Zheng

  	
   

  
	
  Name: Xinxin Zheng

  	
   

  
	
  Title: Legal Representative

  	
   

  



 


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Attachments:


 


1.                               Shareholders’ register of Beijing Jingtian Technology Co., Ltd.;


 


2.                               Capital Contribution Certificate for Beijing Jingtian Technology Co.,
Ltd.;


 


3.                               Exclusive Business Cooperation Agreement


 


4.                               Pledge Registration Documents (if any).


 


11






 










 


Share Pledge Agreement


 


This Share Pledge Agreement (this “Agreement”)
has been executed by and among the following Parties on July 31, 2008 in Beijing,
People’s Republic of China (“PRC”):


 


Party A: ChinaCache Network Technology (Beijing) Co., Ltd.
(hereinafter
“Pledgee”)


Address: Floor 6, Tower A, Galaxy Plaza, No.10 Jiu
Xian Qiao Middle Road, Chaoyang District, 100016, Beijing


 


Party B: Xinxin Zheng (hereinafter “Pledgor”)


ID Number:


 


Party C: Beijing Jingtian Technology Co., Ltd.


Address: 807, Tower D, No.9 Shang Di Third
Street, Haidian District, Beijing


 


In this Agreement, each of Pledgee, Pledgor
and Party C shall be referred to as a “Party” respectively, and they shall be
collectively referred to as the “Parties”.


 


Whereas:


 


1.                   Party C is a limited liability company
registered in Beijing, China engaging in software system development business
and/or other business approved by Pledgee. 
Pledgor is the citizens of the PRC, and holds 50% of the equity interest
in Party C.  Party C intends to
acknowledge the respective rights and obligations of Pledgor and Pledgee under
this Agreement, and to provide any necessary assistance in registering the
Pledge;


 


2.                   Pledgee is a wholly foreign owned enterprise
registered in Beijing, China.
Pledgee and Party C, which is partially owned by Pledgor, have executed an
Exclusive Business Cooperation Agreement on the date of this Agreement;


 


3.                   To ensure that Party C performs its
obligations under the Exclusive Business Cooperation Agreement and pays the
consulting and service fees in accordance with said agreement, Pledgor hereby
pledges all of the equity interest she holds in Party C as security for Party C’s
payment of the consulting and service fees under the Exclusive Business
Cooperation Agreement.


 


To perform the provisions of the Exclusive
Business Cooperation Agreement, the Parties have mutually agreed to execute
this Agreement upon the following terms.


 


1.                  Definitions


 


Unless otherwise provided herein, the terms
below shall have the following 


 


1

















 


meanings:


 


1.1                  Pledge: shall refer to the security interest
granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement,
i.e., the right of Pledgee to be compensated on a preferential basis with the
conversion, auction or sales price of the Equity Interest.


 


1.2                  Equity Interest: shall refer to all of the
equity interest lawfully now held and hereafter acquired by Pledgor in Party C.


 


1.3                  Term of Pledge: shall refer to the term set
forth in Section 3.2 of this Agreement.


 


1.4                  Exclusive Business Cooperation Agreement:
shall refer to the Exclusive Business Cooperation Agreement executed by and
between Pledgee and Party C on the date of this Agreement.


 


1.5                  Event of Default: shall refer to any of the circumstances
set forth in Article 7 of this Agreement.


 


1.6                  Notice of Default: shall refer to the notice
issued by Pledgee in accordance with this Agreement declaring an Event of
Default.


 


2.                  The Pledge


 


As collateral security for the prompt and
complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of any or all the payments due by Party C, including
without limitation the consulting and services fees payable to the Pledgee
under the Exclusive Business Cooperation Agreement, Pledgor hereby pledges to
Pledgee a first security interest in all of Pledgor’s right, title and
interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest
of Party C.


 


3.                  Term of Pledge


 


3.1                  The Pledge shall become effective as of the
date when the pledge of the Equity Interest is registered in the shareholders’
register of Party C. The Pledge shall be continuously valid until all payments
due under the Principal Agreements have been fulfilled by Party C. The Parties
agree that Pledgor and Party C shall register the Pledge in the shareholders’
register of Party C within 3 business days following the execution of this
Agreement, and register the pledge under this Agreement with competent
administration of industry and commerce within 10 days after such
administration of industry and commerce begins to accept application for share
pledge registration (“Share Pledge Registration”).


 


3.2                  During the Term of Pledge, in the event
Party C fails to pay the consulting or service fees in accordance with the Exclusive
Business Cooperation Agreement, Pledgee shall have the right, but not the
obligation, to dispose


 


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of the Pledge in accordance with the
provisions of this Agreement.


 


4.                  Custody of Records for
Equity Interest subject to Pledge


 


4.1                  During the Term of Pledge set forth in this
Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution
certificate for the Equity Interest and the shareholders’ register containing
the Pledge within one week from the execution of this Agreement, and evidence
of share pledge registration (if any, “Pledge Registration Documents”) within
one week after completion of the share pledge registration. Pledgee shall have
custody of such items during the entire Term of Pledge set forth in this
Agreement.


 


4.2                  Pledgee shall have the right to collect
dividends generated by the Equity Interest during the Term of Pledge.


 


5.                  Representations and
Warranties of Pledgor


 


5.1                  Pledgor is the sole legal and beneficial
owner of the Equity Interest.


 


5.2                  Pledgee shall have the right to dispose of
and transfer the Equity Interest in accordance with the provisions set forth in
this Agreement.


 


5.3                  Except for the Pledge, Pledgor has not
placed any security interest or other encumbrance on the Equity Interest.


 


6.                  Covenants and Further
Agreements of Pledgor


 


6.1                  Pledgor hereby covenants to the Pledgee,
that during the term of this Agreement, Pledgor shall:


 


6.1.1                      not transfer the Equity Interest, place or
permit the existence of any security interest or other encumbrance that may
affect the Pledgee’s rights and interests in the Equity Interest, without the
prior written consent of Pledgee, except for the performance of the Exclusive
Option Agreement executed by Pledgor, Pledgee
and Party C on the date of this Agreement;


 


6.1.2                      comply with the provisions of all laws and
regulations applicable to the pledge of rights, and within 5 days of receipt of
any notice, order or recommendation issued or prepared by relevant competent
authorities regarding the Pledge, shall present the aforementioned notice,
order or recommendation to Pledgee, and shall comply with the aforementioned
notice, order or recommendation or submit objections and representations with
respect to the aforementioned matters upon Pledgee’s reasonable request or upon
consent of Pledgee;


 


6.1.3                      promptly notify Pledgee of any event or
notice received by Pledgor that may have an impact on Pledgee’s rights to the
Equity Interest or 


 


3

















 


any portion thereof, as well as any event or
notice received by Pledgor that may have an impact on any guarantees and other obligations
of Pledgor arising out of this Agreement.


 


6.2                  Pledgor agrees that the rights acquired by
Pledgee in accordance with this Agreement with respect to the Pledge shall not
be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor
or any other persons through any legal proceedings.


 


6.3                  To protect or perfect the security interest
granted by this Agreement for payment of the consulting and service fees under
the Exclusive Business Cooperation Agreement, Pledgor hereby undertakes to
execute in good faith and to cause other parties who have an interest in the
Pledge to execute all certificates, agreements, deeds and/or covenants required
by Pledgee.  Pledgor also undertakes to
perform and to cause other parties who have an interest in the Pledge to
perform actions required by Pledgee, to facilitate the exercise by Pledgee of
its rights and authority granted thereto by this Agreement, and to enter into
all relevant documents regarding ownership of Equity Interest with Pledgee or
designee(s) of Pledgee (natural/legal persons).  Pledgor undertakes to provide Pledgee within
a reasonable time with all notices, orders and decisions regarding the Pledge
that are required by Pledgee.


 


6.4                  Pledgor hereby undertakes to comply with and
perform all guarantees, promises, agreements, representations and conditions
under this Agreement. In the event of failure or partial performance of its
guarantees, promises, agreements, representations and conditions, Pledgor shall
indemnify Pledgee for all losses resulting therefrom.


 


7.                  Event of Breach


 


7.1                  The following circumstances shall be deemed
Event of Default:


 


7.1.1                      Party C fails to perform any obligations
under the Exclusive Business Cooperation Agreement, including but not limited
to its failure to pay in full any of the consulting and service fees payable
under the Exclusive Business Cooperation Agreement or breaches any other
obligations of Party C thereunder;


 


7.1.2                      Any representation or warranty by Pledgor in
Article 5 of this Agreement contains material misrepresentations or
errors, and/or Pledgor violates any of the warranties in Article 5 of this
Agreement;


 


7.1.3                      Pledgor and Party C substantially breach any
provisions of this Agreement, or fails to correct such breach within 30 days
after being notified by the non-breaching party;


 


7.1.4                      Except as expressly stipulated in Section 6.1.1,
Pledgor transfers or purports to transfer or abandons the Equity Interest
pledged or 


 


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assigns the Equity Interest pledged without
the written consent of Pledgee;


 


7.1.5                      Any of Pledgor’s own loans, guarantees,
indemnifications, promises or other debt liabilities to any third party or
parties (1) become subject to a demand of early repayment or performance
due to default on the part of Pledgor; or (2) become due but are not
capable of being repaid or performed in a timely manner;


 


7.1.6                      Any approval, license, permit or
authorization of government agencies that makes this Agreement enforceable,
legal and effective is withdrawn, terminated, invalidated or substantively
changed;


 


7.1.7                      The promulgation of applicable laws renders
this Agreement illegal or renders it impossible for Pledgor to continue to perform
its obligations under this Agreement;


 


7.1.8                      The successor or custodian of Party C is
capable of only partially perform or refuses to perform the payment obligations
under the Exclusive Business Cooperation Agreement; and


 


7.1.9                      Any other circumstances occur where Pledgee
is or may become unable to exercise its right with respect to the Pledge.


 


7.2                  Upon notice or discovery of the occurrence
of any circumstances or event that may lead to the aforementioned circumstances
described in Section 7.1, Pledgor shall immediately notify Pledgee in
writing accordingly.


 


7.3                  Unless an Event of Default set forth in this
Section 7.1 has been successfully resolved to Pledgee’s satisfaction,
Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence
of the Event of Default or at any time thereafter and demand that Pledgor immediately
pay all outstanding payments due under the Principal Agreements and all other
payments due to Pledgee, and/or dispose of the Pledge in accordance with the
provisions of Article 8 of this Agreement.


 


8.                   Exercise of the Pledge


 


8.1                  Prior to the full payment of the consulting and
service fees described in the Principal Agreements, without the Pledgee’s
written consent, Pledgor shall not assign the Pledge or the Equity Interest in
Party C.


 


8.2                  Pledgee may issue a Notice of Default to
Pledgor when exercising the Pledge.


 


8.3                  Subject to the provisions of Section 7.3,
Pledgee may exercise the right to enforce the Pledge concurrently with the
issuance of the Notice of Default in accordance with Section 7.2 or at any
time after the issuance of the


 


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Notice of Default. Once Pledgee elects to
enforce the Pledge, Pledgor shall cease to be entitled to any rights or
interests associated with the Equity Interest.


 


8.4                  In the event of default, Pledgee is entitled
to take possession of the Equity Interest pledged hereunder and to dispose of
the Equity Interest pledged, to the extent permitted and in accordance with
applicable laws, without obligation to account to Pledgor for proceeds of
disposition and Pledgor hereby waives any rights it may have to demand any such
accounting from Pledgee. Likewise, in such circumstance Pledgor shall have no
obligation to Pledgee for any deficiency remaining after such disposition of
the Equity Interest pledged.


 


8.5                  When Pledgee disposes of the Pledge in
accordance with this Agreement, Pledgor and Party C shall provide necessary assistance
to enable Pledgee to enforce the Pledge in accordance with this Agreement.


 


9.                  Assignment


 


9.1                  Without Pledgee’s prior written consent,
Pledgor shall not have the right to assign or delegate its rights and
obligations under this Agreement.


 


9.2                  This Agreement shall be binding on Pledgor
and its successors and permitted assigns, and shall be valid with respect to
Pledgee and each of its successors and assigns.


 


9.3                  At any time, Pledgee may assign any and all
of its rights and obligations under the Principal Agreements to its designee(s) (natural/legal
persons), in which case the assigns shall have the rights and obligations of
Pledgee under this Agreement, as if it were the original party to this
Agreement. When the Pledgee assigns the rights and obligations under the
Principal Agreements, upon Pledgee’s request, Pledgor shall execute relevant
agreements or other documents relating to such assignment.


 


9.4                  In the event of a change in Pledgee due to
an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge
agreement with the new pledgee on the same terms and conditions as this
Agreement, and make modification registration with competent administration of
industry and commerce.


 


9.5                  Pledgor shall strictly abide by the
provisions of this Agreement and other contracts jointly or separately executed
by the Parties hereto or any of them, including the Exclusive Option Agreement
and the Power of Attorney granted to Pledgee, perform the obligations hereunder
and thereunder, and refrain from any action/omission that may affect the
effectiveness and enforceability thereof. Any remaining rights of Pledgor with
respect to the Equity Interest pledged hereunder shall not be exercised by
Pledgor except in accordance with the written instructions of Pledgee.


 


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10.           Termination


 


Upon the full payment of the consulting and
service fees under the Exclusive Business Cooperation Agreement and upon termination
of Party C’s obligations under the Principal Agreements, this Agreement shall
be terminated, and Pledgee shall then cancel or terminate this Agreement as
soon as reasonably practicable.


 


11.           Handling Fees and Other
Expenses


 


All fees and out of pocket expenses relating
to this Agreement, including but not limited to legal costs, costs of
production, stamp tax and any other taxes and fees, shall be borne by Party C.


 


12.           Confidentiality


 


The Parties acknowledge that any oral or
written information exchanged among them with respect to this Agreement is
confidential information. Each Party shall maintain the confidentiality of all
such information, and without obtaining the written consent of other Parties,
it shall not disclose any relevant information to any third parties, except in
the following circumstances: (a) such information is or will be in the
public domain (provided that this is not the result of a public disclosure by
the receiving party); (b) information disclosed as required by applicable
laws or rules or regulations of any stock exchange; or (c) information
required to be disclosed by any Party to its legal counsel or financial advisor
regarding the transaction contemplated hereunder, and such legal counsel or
financial advisor are also bound by confidentiality duties similar to the
duties in this section. Disclosure of any confidential information by the staff
members or agency hired by any Party shall be deemed disclosure of such
confidential information by such Party, which Party shall be held liable for breach
of this Agreement. This section shall survive the termination of this Agreement
for any reason.


 


13.           Governing Law and
Resolution of Disputes


 


13.1            The execution, effectiveness, construction,
performance, and the resolution of disputes hereunder shall be governed by laws
of PRC.


 


13.2            In the event of any dispute with respect to
the construction and performance of the provisions of this Agreement, the
Parties shall negotiate in good faith to resolve the dispute. In the event the
Parties fail to reach an agreement on the resolution of such a dispute within
30 days after any Party’s request for resolution of the dispute through
negotiations, any Party may submit the relevant dispute to the China
International Economic and Trade Arbitration Commission for arbitration, in
accordance with its then effective arbitration rules. The arbitration shall be
conducted in Beijing, and the language used during arbitration shall be
Chinese. The arbitration ruling shall be final and binding on all Parties.


 


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13.3            Upon the occurrence of
any disputes arising from the construction and performance of this Agreement or
during the pending arbitration of any dispute, except for the matters under
dispute, the Parties to this Agreement shall continue to exercise their respective
rights under this Agreement and perform their respective obligations under this
Agreement.


 


14.           Notices


 


14.1            All notices and other communications
required or permitted to be given pursuant to this Agreement shall be delivered
personally or sent by registered mail, postage prepaid, by a commercial courier
service or by facsimile transmission to the address of such party set forth
below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices
shall be deemed to have been effectively given shall be determined as follows:


 


14.1.1                Notices given by personal delivery,
by courier service or by registered mail, postage prepaid, shall be deemed
effectively given on the date of delivery or refusal at the address specified
for notices.


 


14.1.2                Notices
given by facsimile transmission shall be deemed effectively given on the date
of successful transmission (as evidenced by an automatically generated
confirmation of transmission).


 


14.2            For the purpose of notices, the addresses of
the Parties are as follows:


 


	
  Party
  A: 

  	
  Floor 6, Tower A, Galaxy
  Plaza, No.10 Jiu Xian Qiao Middle Road,

  
	
   

  	
  Chaoyang District, 100016,
  Beijing

  
	
   

  	
  Fax: +8610-6437 4251

  
	
   

  	
   

  
	
  Party
  B: 

  	
  Floor 6, Tower A, Galaxy
  Plaza, No.10 Jiu Xian Qiao Middle Road,

  
	
   

  	
  Chaoyang District, 100016,
  Beijing

  
	
   

  	
  Fax: +8610-6437 4251

  
	
   

  	
   

  
	
  Party
  C: 

  	
  807,
  Tower D, No.9 Shang Di Third Street, Haidian District,

  
	
   

  	
  Beijing

  
	
   

  	
  Fax:

  



 


14.3            Any Party may at any time change its
address for notices by a notice delivered to the other Parties in
accordance with the terms hereof.


 


15.           Severability


 


In the event that one or several of the
provisions of this Contract are found to be invalid, illegal or unenforceable
in any aspect in accordance with any laws or regulations, the validity,
legality or enforceability of the remaining provisions of this Contract shall
not be affected or compromised in any respect. The Parties shall strive in good
faith to replace such invalid, illegal or unenforceable provisions with
effective provisions that accomplish to the greatest extent


 


8

















 


permitted by law and the intentions of the
Parties, and the economic effect of such effective provisions shall be as close
as possible to the economic effect of those invalid, illegal or unenforceable
provisions.


 


16.           Attachments


 


The attachments set forth herein shall be an
integral part of this Agreement.


 


17.           Effectiveness


 


17.1            Any amendments, changes and supplements to
this Agreement shall be in writing and shall become effective upon completion
of the governmental filing procedures (if applicable) after the affixation of
the signatures or seals of the Parties.


 


17.2            This Agreement is written in Chinese in three
copies.  Pledgor, Pledgee and Party C
shall hold one copy respectively.  Each
copy of this Agreement shall have equal validity.


 


9

















 


IN WITNESS THEREOF, the parties have caused their
authorized representatives to sign this Share Pledge Agreement on the date
first above written.


 


 


	
  Party A: ChinaCache Network Technology (Beijing) Co., Ltd.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name: Song Wang

  	
   

  
	
  Title: Legal
  Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B: Xinxin Zheng

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Xinxin Zheng

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party C: Beijing Jingtian Technology Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Xinxin Zheng

  	
   

  
	
  Name: Xinxin Zheng

  	
   

  
	
  Title: Legal
  Representative

  	
   

  



 


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Attachments


 


1.                                       Shareholders’ register of Beijing Jingtian
Technology Co., Ltd.;


 


2.                                       Capital Contribution Certificate for Beijing
Jingtian Technology Co., Ltd.;


 


3.                                       Exclusive Business Cooperation Agreement


 


4.                                       Pledge Registration Documents (if any).


 


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