Exhibit 10.11


 


Share Pledge Agreement


 


This Share Pledge
Agreement (this “Agreement”) has been executed by and among the following
Parties on this 23rd day of September,
2005 in Beijing:


 


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


Address:
Unit at 2/F of New Integration Building, No.8 A Liang Qiu Garden, Ta Yuan,
Haidian District, Beijing


 


Party B: Xiaohong
Kou (hereinafter “Pledgor”)


ID Number:


Address:
No.301, Unit 2, Building 3, Block 9, Liuli Bridge Beili, Fengtai District,
Beijing


 


Party C: Beijing Blue I. T. Technologies Co., Ltd.


Address: No. 8 A, Lang Qiu Garden, Ta
Yuan, Hai Dian 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:


 


Pledgor is the citizens of the People’s Republic of
China (“China”), and holds 45% of the equity interest in Party C. Party C is a
limited liability company registered in Beijing,
China engaging in Internet content delivery network business. 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;


 


Pledgee is a wholly foreign owned enterprise
registered in Beijing, China.
Pledgee and Party C have executed the various agreements (“Principal Agreements”)
as outlined in the Appendix III to this Agreement on September 23, 2005;


 


To ensure that Pledgee collects all payments
due by Party C, including without limitation the consulting and service fees
regularly from Party C, Pledgor hereby pledges all of the equity interest he
holds in Party C as security for Party C’s payment of the consulting and
service fees under the Principal Agreements.


 


To perform the provisions of the Principal
Agreements, 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 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 


 


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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 of
this Agreement.


 


1.4                       Principal Agreements: shall refer to the agreements as outlined in the
Appendix III to this Agreement executed by and between Pledgee and Party C on September 23,
2005.


 


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 and license fees payable to the
Pledgee under the Principal Agreements, 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.


 


3.2                       During the Term of Pledge, in the event Party C fails to pay the
exclusive consulting or service fees or license fees in accordance with the
Principal Agreements, 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. Pledgee shall have custody of such
items during the entire Term of Pledge set forth in this Agreement.


 


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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, ChinaCache International
Holdings Ltd. and Party C on September 23, 2005;


 


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 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 and license fees under the
Principal Agreements, Pledgor hereby undertakes to execute in good faith 


 


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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 pay in full any of the consulting and service fees and
license fees payable under the Principal Agreements 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 fail to register the Pledge in the shareholders’
register of Party C stipulated in Section 3.1;


 


7.1.4                     Pledgor and Party C breach any provisions of this Agreement;


 


7.1.5                     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;


 


7.1.6                     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;


 


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


 


7.1.8                     The promulgation of applicable laws renders this Agreement illegal 


 


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or renders it impossible for Pledgor to continue to
perform its obligations under this Agreement;


 


7.1.9                     Adverse changes in properties owned by Pledgor, which lead Pledgee to
believe that that Pledgor’s ability to perform its obligations under this
Agreement has been affected;


 


7.1.10               The successor or custodian of Party C is capable of only partially
perform or refuses to perform the payment obligations under the Principal
Agreements; and


 


7.1.11               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 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 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, 


 


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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.


 


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 and license fees under the Principal Agreements 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. If Law  requires that
Pledgee should bear some related taxes and fees, Pledgor shall cause Party C to
fully repay Pledgee the paid taxes and fees.


 


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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 the formally published and publicly
available laws of China. Matters not covered by formally published and publicly
available laws of China shall be governed by international legal principles and
practices.


 


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 


 


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


Address: Unit at 2/F of
New Integration Building, No.8 A Liang Qiu Garden, Ta Yuan, Haidian District,
Beijing


Attn: General Manager


Phone: 6437 3399


Facsimile: 6437 4251


 


Party
B: Xiaohong Kou


Address: No.301, Unit 2, Building 3, Block 9, Liuli
Bridge Beili, Fengtai District, Beijing


Tel: 6437 3399 ext. 202


 


Party
C: Beijing Blue I. T.
Technologies Co., Ltd.


Address:
No. 8 A, Lang Qiu Garden, Ta Yuan, Hai Dian District, Beijing


Attn:  General Manager


Phone: 6437 3399


Facsimile: 6437 4251


 


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.


 


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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 and English in three copies.  Pledgor, Pledgee and Party C shall hold one
copy respectively.  Each copy of this
Agreement shall have equal validity.  In
case there is any conflict between the Chinese version and the English version,
the Chinese version shall prevail.


 


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

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name:

  	
  Song Wang

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B: Xiaohong
  Kou

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Xiaohong Kou

  	
   

  
	
   

  	
   

  	
   

  
	
  Party C: Beijing Blue I. T.
  Technologies Co., Ltd.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Xiaohong Kou

  	
   

  
	
  Name:

  	
  Xiaohong Kou

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  



 


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Attachments:


 


1)              Shareholders’
register of Beijing Blue I.T. Technologies
Co., Ltd.;


 


2)              The
Capital Contribution Certificate for Beijing
Blue I.T. Technologies Co., Ltd.;


 


3)              Principal
Agreements


 


1.               The
Exclusive Business Cooperation Agreement


2.               The
Trademarks License Agreement


3.               The
Domain Names License Agreement


 


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Share Pledge Agreement


 


This Share Pledge
Agreement (this “Agreement”) has been executed by and among the following
Parties on this 23rd day of September,
2005 in Beijing:


 


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


Address:
Unit at 2/F of New Integration Building, No.8 A Liang Qiu Garden, Ta Yuan,
Haidian District, Beijing


 


Party B: Song
Wang (hereinafter
“Pledgor”)


ID Number:


Address:
No.4, Unit 8, No.2 Xilangxia Hutong, Xicheng District, Beijing


 


Party C: Beijing Blue I. T. Technologies Co., Ltd.


Address: No. 8 A, Lang Qiu Garden, Ta
Yuan, 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:


 


Pledgor is the citizens of the People’s Republic of
China (“China”), and holds 55% of the equity interest in Party C. Party C is a
limited liability company registered in Beijing,
China engaging in Internet content delivery network business. 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;


 


Pledgee is a wholly foreign owned enterprise
registered in Beijing, China.
Pledgee and Party C have executed the various agreements (“Principal Agreements”)
as outlined in the Appendix III to this Agreement on September 23, 2005;


 


To ensure that Pledgee collects all payments due by
Party C, including without limitation the consulting and service fees regularly
from Party C, Pledgor hereby pledges all of the equity interest he holds in Party
C as security for Party C’s payment of the consulting and service fees under
the Principal Agreements.


 


To perform the provisions of the Principal
Agreements, 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 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 


 


1

















 


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 of this
Agreement.


 


1.4                       Principal Agreements: shall refer to the agreements as outlined in the
Appendix III to this Agreement executed by and between Pledgee and Party C on September 23,
2005.


 


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 and license fees payable to the
Pledgee under the Principal Agreements, 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.


 


3.2                       During the Term of Pledge, in the event Party C fails to pay the exclusive
consulting or service fees or license fees in accordance with the Principal
Agreements, 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. Pledgee shall have custody of such items
during the entire Term of Pledge set forth in this Agreement.


 


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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, ChinaCache International Holdings Ltd. and Party C on September 23,
2005;


 


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 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 and license fees under the
Principal Agreements, Pledgor hereby undertakes to execute in good faith 


 


3

















 


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 pay in full any of the consulting and service fees and
license fees payable under the Principal Agreements 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 fail to register the Pledge in the shareholders’ register
of Party C stipulated in Section 3.1;


 


7.1.4                     Pledgor and Party C breach any provisions of this Agreement;


 


7.1.5                     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;


 


7.1.6                     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;


 


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


 


7.1.8                     The promulgation of applicable laws renders this Agreement illegal 


 


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or renders it impossible for Pledgor to continue to
perform its obligations under this Agreement;


 


7.1.9                     Adverse changes in properties owned by Pledgor, which lead Pledgee to believe
that that Pledgor’s ability to perform its obligations under this Agreement has
been affected;


 


7.1.10               The successor or custodian of Party C is capable of only partially
perform or refuses to perform the payment obligations under the Principal
Agreements; and


 


7.1.11               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 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 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.


 


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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.


 


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 and license fees under the Principal Agreements 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. If Law  requires that
Pledgee should bear some related taxes and fees, Pledgor shall cause Party C to
fully repay Pledgee the paid taxes and fees.


 


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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 the formally published and publicly
available laws of China. Matters not covered by formally published and publicly
available laws of China shall be governed by international legal principles and
practices.


 


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 


 


7

















 


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


Address: Unit at 2/F of
New Integration Building, No.8 A Liang Qiu Garden, Ta Yuan, Haidian District,
Beijing


Attn: General Manager


Phone: 6437 3399


Facsimile: 6437 4251


 


Party
B: Song Wang


Address: No.4, Unit 8, No.2 Xilangxia
Hutong, Xicheng District, Beijing


Tel: 6437 3399 ext 201


 


Party
C: Beijing Blue I. T.
Technologies Co., Ltd.


Address:
No. 8 A, Lang Qiu Garden, Ta Yuan, Haidian District, Beijing


Attn:  General Manager


Phone: 6437 3399


Facsimile: 6437 5315


 


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.


 


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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 and English in three copies.  Pledgor, Pledgee and Party C shall hold one
copy respectively.  Each copy of this
Agreement shall have equal validity.  In
case there is any conflict between the Chinese version and the English version,
the Chinese version shall prevail.


 


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

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name:

  	
  Song Wang

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B: Song Wang

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Song Wang

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party C: Beijing Blue I. T.
  Technologies Co., Ltd.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Xiaohong Kou

  	
   

  
	
  Name:

  	
  Xiaohong Kou

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  



 


10

















 


Attachments:


 


1)              Shareholders’
register of Beijing Blue I. T.
Technologies Co., Ltd.;


 


2)              The
Capital Contribution Certificate for Beijing
Blue I. T. Technologies Co., Ltd.;


 


3)              Principal
Agreements


 


1.               The
Exclusive Business Cooperation Agreement


2.               The
Trademarks License Agreement


3.               The
Domain Names License Agreement


 


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