Exhibit 10.19


 


Loan Agreement


 


This
Loan Agreement (this “Agreement”) is  made and entered into by and between the Parties below as of  the 31st day of July, 2008 in Beijing, the People’s Republic of China (the “PRC” or “China”):


 


(1)     ChinaCache
Network Technology (Beijing) Co., Ltd.  (“Lender”), a limited liability company organized
and existing under the laws of the
PRC, with its address at Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road,
Chaoyang District, 100016, Beijing;


 


(2)     Huiling Ying (“Borrower”),
a citizen of the PRC with Chinese
Identification No.:           .


 


Each of the Lender
and the Borrower shall be hereinafter
referred to as a “Party”  respectively, and
as the “Parties” collectively.


 


Whereas:


 


1.       Borrower intends to acquire a limited liability company—Beijing Jingtian Technology Co., Ltd. (“Domestic Company”) in Beijing,
China.  The proposed registered capital
of the Domestic Company is RMB1,600,000, among which, Borrower intends to
purchase 50% of the equity interest of the Domestic Company (“Borrower Equity Interest”);


 


2.       Borrower intends to increase the registered
capital of the Domestic Company to RMB10,000,000 within 2009, and the proposed
contribution by Borrower is RMB4,200,000;


 


3.       Lender
intends to provide Borrower with a loan to be used for the purposes set forth
under this Agreement.


 


1.      Loan


 


1.1     In accordance with the terms and conditions of this Agreement, Lender
agrees to provide a loan in USD equivalent to the amount of RMB 50,000 (the “Loan”)
to Borrower. The term of the Loan
shall be ten years
from the date of this Agreement, which may be extended upon mutual written
consent of the Parties.  During the term of the Loan or the extended term of the Loan, Borrower shall immediately repay
the full amount of the Loan  in the event any one or more of the following  circumstances occur:


 


1.1.1     30
days elapse after  Borrower receives a written notice from Lender requesting repayment of the Loan;


 


1.1.2     Borrower’s death, lack
or limitation of civil capacity;


 


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1.1.3     Borrower ceases (for any reason) to be an employee of Lender or
its
affiliates;


 


1.1.4     Borrower
engages in criminal act or is involved in criminal activities;


 


1.1.5     Any
third party filed a claim against Borrower that exceeds RMB 100,000; or


 


1.1.6     According to the applicable laws of China, foreign
investors are permitted to invest in the software system development business and/or other business approved by Lender
in China with a controlling stake or in the form of wholly-foreign-owned enterprises, the
relevant competent authorities of China begin to  approve such  investments,
and Lender
exercises the exclusive option  under Section 4.1.1 and
4.2.5 of the Exclusive Option Agreement (the “Exclusive Option Agreement”) described
in this  Agreement.


 


1.2        Lender agrees to remit such amount of the Loan to
the account designated by Borrower within 20 days after receiving a written
notification from the Borrower regarding the same, provided that all the conditions
precedent in Section 2 are fulfilled. Borrower shall provide Lender with a
written receipt for the Loan on the date of receiving the Loan. The Loan
provided by Lender under this Agreement shall inure to Borrower’s benefit only
and not to Borrower’s successors or assigns.


 


1.3        Borrower agrees to accept the aforementioned Loan
provided by Lender, and hereby agrees and warrants using the Loan to purchase
the registered capital of the Domestic Company in Beijing, China. Borrower will
thereby become a shareholder to the Domestic Company holding 50% of the latter’s
equity interest (“Borrower Equity Interest”). 
Borrower agree to provide a full set of the Domestic Company’s
registration documents (copies), business license and articles of association
within 60 days following the execution of this Agreement. Without Lender’s
prior written consent, Borrower shall not use the Loan for any purpose other
than as set forth herein.


 


1.4        Lender and Borrower hereby agree and acknowledge
that Borrower’s method of repayment shall be at the sole discretion of Lender,
and may at Lender’s option take the form of Borrower’s transferring the
Borrower Equity Interest in whole to Lender or Lender’s designated persons
(legal or natural persons) pursuant to the Lender’s exercise of its right to
acquire the Borrower Equity Interest under the Exclusive Option Agreement
executed by Lender, Borrower and Domestic Company.


 


1.5        Lender and Borrower hereby agree and acknowledge
that any proceeds from the transfer of the Borrower Equity Interest (to the
extent permissible) shall be used to repay the Loan to Lender, in accordance
with this Agreement and in the manner designated by Lender.


 


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1.6        Lender and Borrower hereby agree and acknowledge
that to the extent permitted by applicable laws, Lender shall have the right
but not the obligation to purchase or designate other persons (legal or natural
persons) to purchase Borrower Equity Interest in part or in whole at any time,
at the price stipulated in the Exclusive Option Agreement.  When
Borrower transfers Borrower Equity Interest to Lender or Lender’s designated person(s), the transfer price of such equity interest shall
equal
to the
outstanding principal of the Loan under this Agreement.


 


1.7        Lender and Borrower hereby agree and acknowledge
that in 2009, Lender will provided an interest-free loan which equals to
RMB4,200,000  to Borrower to be used in
the capital increase of the Domestic Company. 
Borrower shall not use such loan for any purposes other than the capital
increase of Domestic Company.


 


1.8        Borrower
also undertakes to execute an irrevocable Power of Attorney (the “Power of
Attorney”, please refer to Sectin 4.2.4), which authorizes a legal or natural
person designated by Lender to exercise all of Borrower’s rights as a
shareholder of Domestic Company.


 


2.      Conditions Precedent


 


The
obligation of Lender to provide the Loan to Borrower contemplated in Section 1.1 shall be subject to the satisfaction  of the following conditions, unless waived in writing by Lender.


 


2.1        Lender receives the written notification for drawdown
under the Loan sent by Borrower according to Section 1.2.


 


2.2        All the representations and warranties by Borrower
in Section 3.2 are true, complete, correct and not misleading.


 


2.3        Borrower has not violated the covenants in Section 4
of this Agreement, and no event which may affect Borrower’s performance of its
obligations under this Agreement has occurred or is expected to occur.


 


3.      Representations and Warranties


 


3.1        Between the date of this Agreement and the date of
termination of this Agreement, Lender hereby makes the following
representations and warranties to Borrower:


 


3.1.1        Lender is a corporation duly organized and legally
existing in accordance with the laws of the PRC;


 


3.1.2        Lender
has the legal capacity to execute and perform this Agreement. The execution and
performance by Lender of this Agreement is consistent with Lender’s scope of
business and the provisions of Lender’s corporate bylaws and other
organizational documents, and Lender has obtained all necessary and proper
approvals and 


 


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authorizations
for the execution and performance of this Agreement; and


 


3.1.3        This Agreement constitutes Lender’s legal, valid
and binding obligations enforceable in accordance with its terms.


 


3.2        Between the date of this Agreement and the date of
termination of this Agreement, Borrower hereby makes the following
representations and warranties:


 


3.2.1        Borrower has the legal capacity to execute and
perform this Agreement. Borrower has obtained all necessary and proper
approvals and authorizations for the execution and performance of this
Agreement;


 


3.2.2        This Agreement constitutes Borrower’s legal, valid
and binding obligations enforceable in accordance with its terms; and


 


3.2.3        There are no disputes, litigations, arbitrations,
administrative proceedings or any other legal proceedings relating to Borrower,
nor are there any potential disputes, litigations, arbitrations, administrative
proceedings or any other legal proceedings relating to Borrower.


 


4.      Borrower’s Covenants


 


4.1        As and when he becomes, and for so long as he
remains a shareholder of Domestic Company, Borrower covenants irrevocably that
during the term of this Agreement, Borrower shall cause Domestic Company:


 


4.1.1        to execute an Exclusive Option Agreement with
Domestic Company and Lender, according to which Borrower will irrevocably grant
an exclusive option to Lender to purchase all of the Borrower Equity Interest;
to execute an Exclusive Business Cooperation Agreement with Lender (the “Exclusive
Business Cooperation Agreement”), according to which, Lender will provide
technical service and business consultation service to Domestic Company as the
exclusive service provider; to execute the above Exclusive Option Agreement and
Exclusive Business Cooperation Agreement as soon as possible after the updated
business license of Domestic Company is issued, and to obtain all relevant
governmental approvals, registrations or filings (if necessary);


 


4.1.2        to strictly abide by the provisions of the
Exclusive Option Agreement and the Business Agreements, and to refrain from any
action/omission that may affect the effectiveness and enforceability of the
Exclusive Option Agreement and the Exclusive Business Cooperation Agreement;


 


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4.1.3        at the request of Lender (or a party designated by
Lender), to execute contracts/agreements on business cooperation with Lender
(or a party designated by Lender), and to strictly abide by such
contracts/agreements;


 


4.1.4        to
provide Lender with all of the information on Borrower Company’s business
operations and financial condition at Lender’s request;


 


4.1.5        to immediately notify Lender of the occurrence or
possible occurrence of any litigation, arbitration or administrative
proceedings relating to Borrower Company’s assets, business or income;


 


4.1.6        at
the request of Lender, to appoint any persons designated by Lender as directors
of Borrower Company;


 


4.1.7        without the prior written consent of Lender, not
to supplement, change, or amend its articles of association in any manner,
increase or decreases its registered capital or change its share capital
structure in any manner.


 


4.1.8        to maintain its corporate existence in accordance with
good financial and commercial standars and practice, and diligently and
effectively manage its business and handle its matters;


 


4.1.9        without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal
or beneficial interests in its assets, business or incomes, or allow
establishment of any other collateral interests thereon;


 


4.1.10      without the prior written consent of Lender, not
to incur, inherit, guarantee or allow the existence of any debts, except for (i) those
incurred in the ordinary or daily course of business other than by loans, and (ii) those
disclosed to Lender and to which Lender has consented to in writing;


 


4.1.11      to operate all of its business in ordinary course of business
to maintain its asset value;


 


4.1.12      without the prior written consent of Lender, not to
enter into any material contracts (for the purpose of this paragraph, if the
value of a contract exceeds RMB100,000, such contracts shall be deemed a
material contract), except for those entered into in the ordinary course of
business;


 


4.1.13      without the prior written consent of Lender, not to
provide loans or credit to any persons;


 


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4.1.14      to purchase and maintain insurance with insurance company
accepted by Lender, the amount and type of such insurance shall be the same or
have the same level with those purchased by companies which operate similar business
and own similar property or assets in the same district;


 


4.1.15      without the prior written consent of Lender, not
to consolidate or merge with any entities, or purchase or invest in any
entities;


 


4.1.16      to execute all necessary or appropriate documents,
adopt all necessary or appropriate actions and bring all necessary or
appropriate claims or make all necessary or appropriate defends to all claims
so as to maintain ownership to all of its assets;


 


4.1.17      without the prior written consent of Lender, not
to issue dividends in any forms to the shareholders, however, upon request by
Lender, to distribut all or part of its distributable profits to the
shareholders.


 


4.2        Borrower covenants that during the term of this Agreement, he shall:


 


4.2.1        To compelte the acquisition of the Domestic
Company in accordance with the PRC laws within 60 days after the execution of
this Agreement;


 


4.2.2        To make all contributions corresponding to the
Borrower Equity Interest in accordance with relevant laws, and provide Lender
with a capital verification report regarding such contribution issued by
qualified accounting firm;


 


4.2.3        To
use best efforts to cause Domestic Company to engage in relevant software
system development business, the detaild business scope shall be subject to its
business license; Borrower shall cause Domestic Company to obtain all
governmental approvals, authorizations, licenses, registrations and filings
necessary for engagement in the business stated in its business license and to
own its assets, and provide relevant governmental approval and filing documents
to Lender for its verification;


 


4.2.4        to execute an irrevocable Power of Attorney upon
completion of the acquisition of Domestic Company, which authorizes Lender or
Lender’s designated person (legal or natural person) to exercise all of
Borrower’s rights as a shareholder in Domestic Company, and refrain from
exercising such shareholder rights except for those otherwise specified in this
Agreement, the Share Pledge Agreement (defined as follows) or by Lender.


 


4.2.5        upon completion of the acquisition of Domestic
Company, to execute an Exclusive Option
Agreement with Lender and Domestic Company,  under which Borrower shall irrevocably grant Lender an exclusive option to purchase
all of the Borrower Equity
Interest;


 


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4.2.6        upon completion of the acquisition of Domestic
Company, to execute a Share Pledge Agreement with
Lender and Domestic Company (“Share Pledge
Agreement”), under which Borrower agrees to pledge all of Borrower Equity
Interest to Lender;


 


4.2.7        To execute the above power of attorney, Exclusive
Option Agreement and Share Pledge Agreement as soon as possible after issuance
of the business license of Domestic Company, and obtain all relevant
governmental approvals, registrations or filings (if necessary);


 


4.2.8        To strictly comply with this Agreement, the power of
attorney, Share Pledge Agreement and Exclusive Option Agreement, and perform
its obligations under such documents, and not no commit any actions/inactions
that may affect the validity and enforceability of such documents;


 


4.2.9        not
to sell, transfer, mortgage or dispose of in any other manner the legal or
beneficial interest in Borrower Equity Interest, or allow the encumbrance
thereon of any security interest or the encumbrance, except in accordance with
the Share Pledge Agreement;


 


4.2.10      To
cause any shareholders’ meeting and/or the board of directors of Domestic
Company not to approve the sale, transfer, mortgage or disposition in any other
manner of any legal or beneficial interest in Borrower Equity Interest, or
allow the encumbrance thereon of any security interest, except to Lender or
Lender’s designated person;


 


4.2.11      To cause any shareholders’ meeting and/or the
board of directors of the Borrower Company not to approve the merger or consolidation
of Borrower Company with any person, or its acquisition of or investment in any
person, without the prior written consent of Lender;


 


4.2.12      To immediately notify Lender of the occurrence or
possible occurrence of any litigation, arbitration or administrative
proceedings relating to Borrower Equity Interest;


 


4.2.13      to
the extent necessary to maintain his ownership of the Borrower Equity Interest,
to execute all necessary or appropriate documents, take all necessary or
appropriate actions and file all necessary or appropriate complaints or raise
necessary and appropriate defense against all claims;


 


4.2.14      without the prior written consent of Lender, to refrain
from any action / omission that may have a material impact on the assets,
business and liabilities of Borrower Company;


 


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4.2.15      To appoint any designee of Lender as director of
Borrower Company, at the request of Lender;


 


4.2.16      to the extent permitted by the laws of China, at
the request of Lender at any time, to promptly and unconditionally transfer all
of Borrower Equity Interest to Lender or Lender’s designated representative(s) at
any time, and cause the other shareholders of Domestic Company to waive their
right of first refusal with respect to the share transfer described in this
Section;


 


4.2.17      to the extent permitted by the laws of China, at
the request of Lender at any time, to cause the other shareholders of Domestic
Company to promptly and unconditionally transfer all of their equity interests
to Lender or Lender’s designated representative(s) at any time, and
Borrower hereby waives his right of first refusal (if any) with respect to the
share transfer described in this Section;


 


4.2.18      in the event that Lender purchases Borrower Equity
Interest from Borrower in accordance with the provisions of the Exclusive
Option Agreement, use such purchase price obtained thereby to repay the Loan to
Lender; and


 


4.2.19      without the prior written consent of Lender, not
to supplement, change, or amend its articles of association in any manner,
increase or decreases its registered capital or change its share capital
structure in any manner.


 


5.      Liability for Default


 


5.1        In
the event either Party breaches this Agreement or otherwise causes the non-performance
of this Agreement in part or in whole, the Party shall be liable for such
breach and shall compensate all damages (including litigation and attorneys
fees) resulting therefrom. In the event that both Parties breach this
Agreement, each Party shall be liable for its respective breach.


 


5.2        In
the event that Borrower fails to perform the repayment obligations set forth in
this Agreement, Borrower shall pay overdue interest of 0.01% per day for the
outstanding payment, until the day Borrower repays the full principal of the
Loan, overdue interests and other payable amounts.


 


6.      Notices


 


6.1        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 email.  The dates on which notices shall be deemed to
have been effectively given shall be determined as follows:


 


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6.1.1     Notices
given by personal delivery, by courier service or by registered mail, postage
prepaid, shall be deemed effectively given on the date of delivery.


 


6.1.2     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).


 


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


 


Lender:               
ChinaCache
Network Technology (Beijing) Co., Ltd.


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


Facsimile:        +
8610-6437 4251


 


Borrower:          Huiling Ying


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


Facsimile:        +
8610-6437 4251


 


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


 


7.      Confidentiality


 


The
Parties acknowledge that any oral or written information exchanged among  them with respect to this Agreement, the contents of the Agreement and the preparation or performance
thereof is confidential information. The Parties  shall maintain the confidentiality of all
such information, and without  the written consent of other Party, either Party shall not disclose any  relevant information to any third party,
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 orders by
governmental authorities or court;
or (c) information required to be disclosed by any Party to  its shareholders,
investors, legal counsel or financial advisor regarding
the transaction contemplated  hereunder, and such shareholders,
investors, 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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8.      Governing Law and Resolution of Disputes


 


8.1     The
execution, effectiveness, construction, performance, amendment and termination
of this Agreement and the resolution of disputes shall be governed by the laws
of China.


 


8.2     In
the event of any dispute with respect to the construction and performance    of this Agreement, the Parties shall first
resolve the dispute through friendly negotiations. In the event the Parties
fail to reach an agreement on the dispute within 30 days after either Party’s
request to the other Party for resolution of the dispute through negotiations,
either 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 in arbitration shall be Chinese. The arbitration
award shall be final and binding on all Parties.


 


8.3     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.


 


9.      Miscellaneous


 


9.1     This Agreement shall become effective on the date
thereof, and shall expire upon the date of full performance by the Parties of
their respective obligations under this Agreement.


 


9.2     This Agreement is written in Chinese in two
copies, each Party having one copy with equal legal validity.


 


9.3     This
Agreement may be amended or supplemented through written agreement by and
between Lender and Borrower. Such written amendment agreement and/or
supplementary agreement executed by and between Lender and Borrower are an
integral part of this Agreement, and shall have the same legal validity as this
Agreement.


 


9.4     In the event that one or several of the provisions
of this Agreement are found to be invalid, illegal or unenforceable I n any
aspect in accordance with any laws or regulations, the validity, legality or
enforceability of the remaining provisions of this Agreement 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 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.


 


9.5     The attachments (if any) to this Agreement shall
be an integral part of this Agreement and shall have the same legal validity as
this Agreement.


 


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


 


 


Lender:   ChinaCache Network Technology
(Beijing) Co., Ltd.


 


 


	
   By:

   	
        /s/ Song Wang

   	
    

   	
    

   
	
  Name: Song
  Wang

  	
   

  
	
  Title: Legal
  Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Borrower: Huiling Ying

  	
   

  
	
   

  	
   

  
	
  By:

  	
       /s/ Huiling Ying

  	
   

  	
   

  



 


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Loan Agreement


 


This
Loan Agreement (this “Agreement”) is  made and entered into by and between the Parties below as of  the 31st day of July, 2008 in Beijing, the People’s Republic of China (the “PRC” or “China”):


 


(1)        ChinaCache
Network Technology (Beijing) Co., Ltd.  (“Lender”), a limited liability company organized
and existing under the law of the PRC,
with its address at Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road,
Chaoyang District, 100016, Beijing;


 


(2)        Xinxin  Zheng (“Borrower”), a citizen of the PRC
with Chinese Identification No.:          
..


 


Each of the Lender
and the Borrower shall be hereinafter
referred to as a “Party”  respectively, and
as the “Parties” collectively.


 


Whereas:


 


1.         Borrower intends to acquire a limited liability company—Beijing Jingtian Technology Co., Ltd. (“Domestic Company”) in Beijing,
China.  The proposed registered capital
of the Domestic Company is RMB1,600,000, among which, Borrower intends to
purchase 50% of the equity interest of the Domestic Company (“Borrower Equity Interest”);


 


2.          Borrower intends to increase the registered
capital of the Domestic Company to RMB10,000,000 within 2009, and the proposed
contribution by Borrower is RMB4,200,000;


 


3.          Lender
intends to provide Borrower with a loan to be used for the purposes set forth
under this Agreement.


 


1.      Loan


 


1.1        In accordance with the terms and conditions of this Agreement, Lender
agrees to provide a loan in USD equivalent to the amount of RMB 50,000 (the “Loan”)
to Borrower. The term of the Loan shall
be ten years
from the date of this Agreement, which may be extended upon mutual written
consent of the Parties.  During the term of the Loan or the extended term of the Loan, Borrower shall immediately repay
the full amount of the Loan  in the event any one or more of the following  circumstances occur:


 


1.1.1        30
days elapse after  Borrower receives a written notice from Lender requesting repayment of the Loan;


 


1.1.2        Borrower’s death, lack
or limitation of civil capacity;


 


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1.1.3        Borrower ceases (for any reason) to be an employee of Lender or
its
affiliates;


 


1.1.4        Borrower
engages in criminal act or is involved in criminal activities;


 


1.1.5        Any
third party filed a claim against Borrower that exceeds RMB 100,000; or


 


1.1.6        According to the applicable laws of China, foreign
investors are permitted to invest in the software system development business and/or other business approved by Lender
in China with a controlling stake or in the form of wholly-foreign-owned enterprises, the
relevant competent authorities of China begin to  approve such  investments,
and Lender
exercises the exclusive option  under Section 4.1.1 and
4.2.5 of the Exclusive Option Agreement (the “Exclusive Option Agreement”) described
in this  Agreement.


 


1.2     Lender agrees to remit such amount of the Loan to
the account designated by Borrower within 20 days after receiving a written
notification from the Borrower regarding the same, provided that all the conditions
precedent in Section 2 are fulfilled. Borrower shall provide Lender with a
written receipt for the Loan on the date of receiving the Loan. The Loan
provided by Lender under this Agreement shall inure to Borrower’s benefit only
and not to Borrower’s successors or assigns.


 


1.3     Borrower agrees to accept the aforementioned Loan
provided by Lender, and hereby agrees and warrants using the Loan to purchase
the registered capital of the Domestic Company in Beijing, China. Borrower will
thereby become a shareholder to the Domestic Company holding 50% of the latter’s
equity interest (“Borrower Equity Interest”). 
Borrower agree to provide a full set of the Domestic Company’s
registration documents (copies), business license and articles of association
within 60 days following the execution of this Agreement. Without Lender’s
prior written consent, Borrower shall not use the Loan for any purpose other
than as set forth herein.


 


1.4     Lender and Borrower hereby agree and acknowledge
that Borrower’s method of repayment shall be at the sole discretion of Lender,
and may at Lender’s option take the form of Borrower’s transferring the
Borrower Equity Interest in whole to Lender or Lender’s designated persons
(legal or natural persons) pursuant to the Lender’s exercise of its right to
acquire the Borrower Equity Interest under the Exclusive Option Agreement
executed by Lender, Borrower and Domestic Company.


 


1.5     Lender and Borrower hereby agree and acknowledge
that any proceeds from the transfer of the Borrower Equity Interest (to the
extent permissible) shall be used to repay the Loan to Lender, in accordance
with this Agreement and in the manner designated by Lender.


 


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1.6     Lender and Borrower hereby agree and acknowledge
that to the extent permitted by applicable laws, Lender shall have the right
but not the obligation to purchase or designate other persons (legal or natural
persons) to purchase Borrower Equity Interest in part or in whole at any time,
at the price stipulated in the Exclusive Option Agreement.  When
Borrower transfers Borrower Equity Interest to Lender or Lender’s designated person(s), the transfer price of such equity interest shall
equal
to the
outstanding principal of the Loan under this Agreement.


 


1.7     Lender and Borrower hereby agree and acknowledge
that in 2009, Lender will provided an interest-free loan which equals to
RMB4,200,000  to Borrower to be used in
the capital increase of the Domestic Company. 
Borrower shall not use such loan for any purposes other than the capital
increase of Domestic Company.


 


1.8     Borrower
also undertakes to execute an irrevocable Power of Attorney (the “Power of
Attorney”, please refer to Sectin 4.2.4), which authorizes a legal or natural
person designated by Lender to exercise all of Borrower’s rights as a
shareholder of Domestic Company.


 


2.      Conditions Precedent


 


The
obligation of Lender to provide the Loan to Borrower contemplated in Section 1.1 shall be subject to the satisfaction  of the following conditions, unless waived in writing by Lender.


 


2.1        Lender receives the written notification for drawdown
under the Loan sent by Borrower according to Section 1.2.


 


2.2        All the representations and warranties by Borrower
in Section 3.2 are true, complete, correct and not misleading.


 


2.3        Borrower has not violated the covenants in Section 4
of this Agreement, and no event which may affect Borrower’s performance of its
obligations under this Agreement has occurred or is expected to occur.


 


3.      Representations and Warranties


 


3.1        Between the date of this Agreement and the date of
termination of this Agreement, Lender hereby makes the following
representations and warranties to Borrower:


 


3.1.1        Lender is a corporation duly organized and legally
existing in accordance with the laws of the PRC;


 


3.1.2        Lender
has the legal capacity to execute and perform this Agreement. The execution and
performance by Lender of this Agreement is consistent with Lender’s scope of
business and the provisions of Lender’s corporate bylaws and other
organizational documents, and Lender has obtained all necessary and proper
approvals and 


 


3

















 


authorizations
for the execution and performance of this Agreement; and


 


3.1.3        This Agreement constitutes Lender’s legal, valid
and binding obligations enforceable in accordance with its terms.


 


3.2        Between the date of this Agreement and the date of
termination of this Agreement, Borrower hereby makes the following
representations and warranties:


 


3.2.1        Borrower has the legal capacity to execute and
perform this Agreement. Borrower has obtained all necessary and proper
approvals and authorizations for the execution and performance of this
Agreement;


 


3.2.2        This Agreement constitutes Borrower’s legal, valid
and binding obligations enforceable in accordance with its terms; and


 


3.2.3        There are no disputes, litigations, arbitrations,
administrative proceedings or any other legal proceedings relating to Borrower,
nor are there any potential disputes, litigations, arbitrations, administrative
proceedings or any other legal proceedings relating to Borrower.


 


4.      Borrower’s Covenants


 


4.1        As and when he becomes, and for so long as he
remains a shareholder of Domestic Company, Borrower covenants irrevocably that
during the term of this Agreement, Borrower shall cause Domestic Company:


 


4.1.1        to execute an Exclusive Option Agreement with
Domestic Company and Lender, according to which Borrower will irrevocably grant
an exclusive option to Lender to purchase all of the Borrower Equity Interest;
to execute an Exclusive Business Cooperation Agreement with Lender (the “Exclusive
Business Cooperation Agreement”), according to which, Lender will provide
technical service and business consultation service to Domestic Company as the
exclusive service provider; to execute the above Exclusive Option Agreement and
Exclusive Business Cooperation Agreement as soon as possible after the updated
business license of Domestic Company is issued, and to obtain all relevant
governmental approvals, registrations or filings (if necessary);


 


4.1.2        to strictly abide by the provisions of the
Exclusive Option Agreement and the Business Agreements, and to refrain from any
action/omission that may affect the effectiveness and enforceability of the
Exclusive Option Agreement and the Exclusive Business Cooperation Agreement;


 


4

















 


4.1.3        at the request of Lender (or a party designated by
Lender), to execute contracts/agreements on business cooperation with Lender
(or a party designated by Lender), and to strictly abide by such
contracts/agreements;


 


4.1.4        to
provide Lender with all of the information on Borrower Company’s business
operations and financial condition at Lender’s request;


 


4.1.5        to immediately notify Lender of the occurrence or
possible occurrence of any litigation, arbitration or administrative
proceedings relating to Borrower Company’s assets, business or income;


 


4.1.6        at
the request of Lender, to appoint any persons designated by Lender as directors
of Borrower Company;


 


4.1.7        without the prior written consent of Lender, not
to supplement, change, or amend its articles of association in any manner,
increase or decreases its registered capital or change its share capital
structure in any manner.


 


4.1.8        to maintain its corporate existence in accordance with
good financial and commercial standars and practice, and diligently and
effectively manage its business and handle its matters;


 


4.1.9        without the prior written consent of Lender, not sell, transfer, mortgage or dispose of in any other manner any legal
or beneficial interests in its assets, business or incomes, or allow
establishment of any other collateral interests thereon;


 


4.1.10      without the prior written consent of Lender, not
to incur, inherit, guarantee or allow the existence of any debts, except for (i) those
incurred in the ordinary or daily course of business other than by loans, and (ii) those
disclosed to Lender and to which Lender has consented to in writing;


 


4.1.11      to operate all of its business in ordinary course of
business to maintain its asset value;


 


4.1.12      without the prior written consent of Lender, not to
enter into any material contracts (for the purpose of this paragraph, if the
value of a contract exceeds RMB100,000, such contracts shall be deemed a
material contract), except for those entered into in the ordinary course of
business;


 


4.1.13      without the prior written consent of Lender, not to
provide loans or credit to any persons;


 


5

















 


4.1.14      to purchase and maintain insurance with insurance company
accepted by Lender, the amount and type of such insurance shall be the same or
have the same level with those purchased by companies which operate similar business
and own similar property or assets in the same district;


 


4.1.15      without the prior written consent of Lender, not to
consolidate or merge with any entities, or purchase or invest in any entities;


 


4.1.16      to execute all necessary or appropriate documents, adopt
all necessary or appropriate actions and bring all necessary or appropriate
claims or make all necessary or appropriate defends to all claims so as to
maintain ownership to all of its assets;


 


4.1.17      without the prior written consent of Lender, not to
issue dividends in any forms to the shareholders, however, upon request by
Lender, to distribut all or part of its distributable profits to the
shareholders.


 


4.2        Borrower covenants that during the term of this Agreement, he shall:


 


4.2.1        To compelte the acquisition of the Domestic Company in
accordance with the PRC laws within 60 days after the execution of this
Agreement;


 


4.2.2        To make all contributions corresponding to the Borrower
Equity Interest in accordance with relevant laws, and provide Lender with a
capital verification report regarding such contribution issued by qualified
accounting firm;


 


4.2.3        To use best efforts to
cause Domestic Company to engage in relevant software system development
business, the detaild business scope shall be subject to its business license;
Borrower shall cause Domestic Company to obtain all governmental approvals,
authorizations, licenses, registrations and filings necessary for engagement in
the business stated in its business license and to own its assets, and provide
relevant governmental approval and filing documents to Lender for its
verification;


 


4.2.4        to execute an irrevocable Power of Attorney upon
completion of the acquisition of Domestic Company, which authorizes Lender or
Lender’s designated person (legal or natural person) to exercise all of
Borrower’s rights as a shareholder in Domestic Company, and refrain from
exercising such shareholder rights except for those otherwise specified in this
Agreement, the Share Pledge Agreement (defined as follows) or by Lender.


 


4.2.5        upon completion of the acquisition of Domestic Company,
to execute an Exclusive Option Agreement with Lender
and Domestic Company,  under which Borrower shall irrevocably grant Lender an exclusive option to purchase
all of the Borrower Equity
Interest;


 


6

















 


4.2.6        upon completion of the acquisition of Domestic Company,
to execute a Share Pledge Agreement with
Lender and Domestic Company (“Share Pledge
Agreement”), under which Borrower agrees to pledge all of Borrower Equity
Interest to Lender;


 


4.2.7        To execute the above power of attorney, Exclusive Option
Agreement and Share Pledge Agreement as soon as possible after issuance of the
business license of Domestic Company, and obtain all relevant governmental
approvals, registrations or filings (if necessary);


 


4.2.8        To
strictly comply with this Agreement, the power of attorney, Share Pledge
Agreement and Exclusive Option Agreement, and perform its obligations under
such documents, and not no commit any actions/inactions that may affect the
validity and enforceability of such documents;


 


4.2.9        not to sell, transfer,
mortgage or dispose of in any other manner the legal or beneficial interest in
Borrower Equity Interest, or allow the encumbrance thereon of any security
interest or the encumbrance, except in accordance with the Share Pledge
Agreement;


 


4.2.10      To cause any shareholders’
meeting and/or the board of directors of Domestic Company not to approve the
sale, transfer, mortgage or disposition in any other manner of any legal or
beneficial interest in Borrower Equity Interest, or allow the encumbrance
thereon of any security interest, except to Lender or Lender’s designated
person;


 


4.2.11      To cause any shareholders’ meeting and/or the board of
directors of the Borrower Company not to approve the merger or consolidation of
Borrower Company with any person, or its acquisition of or investment in any
person, without the prior written consent of Lender;


 


4.2.12      To immediately notify Lender of the occurrence or
possible occurrence of any litigation, arbitration or administrative
proceedings relating to Borrower Equity Interest;


 


4.2.13      to the extent necessary
to maintain his ownership of the Borrower Equity Interest, to execute all
necessary or appropriate documents, take all necessary or appropriate actions
and file all necessary or appropriate complaints or raise necessary and
appropriate defense against all claims;


 


4.2.14      without the prior written consent of Lender, to refrain
from any action / omission that may have a material impact on the assets,
business and liabilities of Borrower Company;


 


7

















 


4.2.15      To appoint any designee of Lender as director of
Borrower Company, at the request of Lender;


 


4.2.16      to the extent permitted by the laws of China, at the
request of Lender at any time, to promptly and unconditionally transfer all of
Borrower Equity Interest to Lender or Lender’s designated representative(s) at
any time, and cause the other shareholders of Domestic Company to waive their
right of first refusal with respect to the share transfer described in this
Section;


 


4.2.17      to the extent permitted by the laws of China, at the
request of Lender at any time, to cause the other shareholders of Domestic
Company to promptly and unconditionally transfer all of their equity interests
to Lender or Lender’s designated representative(s) at any time, and
Borrower hereby waives his right of first refusal (if any) with respect to the
share transfer described in this Section;


 


4.2.18      in the event that Lender purchases Borrower Equity
Interest from Borrower in accordance with the provisions of the Exclusive
Option Agreement, use such purchase price obtained thereby to repay the Loan to
Lender; and


 


4.2.19      without the prior written consent of Lender, not to
supplement, change, or amend its articles of association in any manner,
increase or decreases its registered capital or change its share capital
structure in any manner.


 


5.      Liability for Default


 


5.1        In
the event either Party breaches this Agreement or otherwise causes the
non-performance of this Agreement in part or in whole, the Party shall be
liable for such breach and shall compensate all damages (including litigation
and attorneys fees) resulting therefrom. In the event that both Parties breach
this Agreement, each Party shall be liable for its respective breach.


 


5.2        In
the event that Borrower fails to perform the repayment obligations set forth in
this Agreement, Borrower shall pay overdue interest of 0.01% per day for the
outstanding payment, until the day Borrower repays the full principal of the
Loan, overdue interests and other payable amounts.


 


6.      Notices


 


6.1        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 email.  The dates on which notices shall be deemed to
have been effectively given shall be determined as follows:


 


8

















 


6.1.1               Notices given by
personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date of delivery.


 


6.1.2               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).


 


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


 


Lender:              ChinaCache
Network Technology (Beijing) Co., Ltd.


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


Facsimile:          + 8610-6437 4251


 


Borrower:          Xinxin
Zheng


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


Facsimile:          + 8610-6437 4251


 


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


 


7.      Confidentiality


 


The
Parties acknowledge that any oral or written information exchanged among  them with respect to this Agreement, the contents of the Agreement and the preparation or performance
thereof is confidential information. The Parties  shall maintain the confidentiality of all
such information, and without  the written consent of other Party, either Party shall not disclose any  relevant information to any third party,
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 orders by governmental authorities or court; or (c) information required to be disclosed by any Party to  its shareholders,
investors, legal counsel or financial advisor regarding
the transaction contemplated  hereunder, and such shareholders,
investors, 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.


 


9

















 


8.      Governing Law and Resolution of Disputes


 


8.1     The
execution, effectiveness, construction, performance, amendment and termination
of this Agreement and the resolution of disputes shall be governed by the laws
of China.


 


8.2     In
the event of any dispute with respect to the construction and performance    of this Agreement, the Parties shall first
resolve the dispute through friendly negotiations. In the event the Parties
fail to reach an agreement on the dispute within 30 days after either Party’s
request to the other Party for resolution of the dispute through negotiations,
either 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 in arbitration shall be Chinese. The arbitration
award shall be final and binding on all Parties.


 


8.3     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.


 


9.      Miscellaneous


 


9.1     This Agreement shall become effective on the date
thereof, and shall expire upon the date of full performance by the Parties of
their respective obligations under this Agreement.


 


9.2     This Agreement is written in Chinese in two
copies, each Party having one copy with equal legal validity.


 


9.3     This
Agreement may be amended or supplemented through written agreement by and
between Lender and Borrower. Such written amendment agreement and/or
supplementary agreement executed by and between Lender and Borrower are an
integral part of this Agreement, and shall have the same legal validity as this
Agreement.


 


9.4     In the event that one or several of the provisions
of this Agreement are found to be invalid, illegal or unenforceable I n any
aspect in accordance with any laws or regulations, the validity, legality or
enforceability of the remaining provisions of this Agreement 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 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.


 


9.5     The attachments (if any) to this Agreement shall
be an integral part of this Agreement and shall have the same legal validity as
this Agreement.


 


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


 


 


Lender:   ChinaCache Network Technology
(Beijing) Co., Ltd.


 


 


	
  By:

  	
       /s/
  Song Wang

  	
   

  	
   

  
	
  Name: Song
  Wang

  	
   

  
	
  Title: Legal
  Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Borrower: Xinxin Zheng

  	
   

  
	
   

  	
   

  
	
  By:

  	
       /s/ Xinxin Zheng

  	
   

  	
   

  



 


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