Exhibit 10.29


 


Loan
Agreement


 


This
Loan Agreement (this “Agreement”) is made and entered into by and between the
Parties below as of April 8, 2010 in Beijing, 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)                        Xiurong  Mei (“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— Shanghai Jnet Telcom Co., Ltd. (“Domestic Company”) in Shanghai,
China.  The proposed registered capital
of the Domestic Company is RMB1,000,000, among which, Borrower intends to
purchase 3% of the equity interest of the Domestic Company (“Borrower Equity Interest”) with RMB30,000;


 


2.                             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 30,000 (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 ceases (for any reason) to be an employee
of Lender or its affiliates;


 


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


 


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1.1.4                        According to the applicable laws of China, foreign
investors are permitted to invest in the value-added telecommunication services
business 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 Shanghai, China. Borrower
will thereby become a shareholder to the Domestic Company holding 3% 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.


 


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.


 


1.7                       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


 


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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 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


 


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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
Borrower and Lender, according to which Borrower will irrevocably grant an
exclusive option to Lender to purchase all of the Borrower Equity Interest; to
execute the above Exclusive Option 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 Exclusive Business Cooperation Agreements
executed with Lender on January 10, 2008, 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;


 


4.1.3                      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.


 


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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;


 


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;


 


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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 current value-added
telecommunication service business;


 


4.2.4                      to execute an irrevocable Power of Attorney, 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                      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;


 


4.2.6                      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


 


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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;


 


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


 


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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:


 


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:          Xiurong Mei


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


 


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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.


 


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 shall be written in both Chinese
and English language in two copies, each Party having one copy with equal legal
validity. In case there is any conflict between the Chinese version and the
English version, the Chinese version shall prevail.


 


9.3            This
Agreement may be amended or supplemented through written agreement by and
between Lender and Borrower. Such written amendment


 


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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:
  Xiurong
  Mei

  	
   

  
	
   

  	
   

  
	
  By:

  	
          /s/
  Xiurong Mei

  	
   

  



 


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Loan
Agreement


 


This
Loan Agreement (this “Agreement”) is made and entered into by and between the
Parties below as of April 8, 2010 in Beijing, 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)                        Yongkai Mei (“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— Shanghai Jnet Telcom Co., Ltd. (“Domestic Company”) in Shanghai,
China.  The proposed registered capital
of the Domestic Company is RMB1,000,000, among which, Borrower intends to
purchase 3% of the equity interest of the Domestic Company (“Borrower Equity Interest”) with RMB30,000;


 


2.                             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 30,000 (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 ceases (for any reason) to be an employee
of Lender or its affiliates;


 


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


 


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1.1.4                        According to the applicable laws of China, foreign
investors are permitted to invest in the value-added telecommunication services
business 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 Shanghai, China. Borrower
will thereby become a shareholder to the Domestic Company holding 3% 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.


 


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.


 


1.7                       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


 


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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 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


 


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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
Borrower and Lender, according to which Borrower will irrevocably grant an
exclusive option to Lender to purchase all of the Borrower Equity Interest; to
execute the above Exclusive Option 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 Exclusive Business Cooperation Agreements
executed with Lender on January 10, 2008, 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;


 


4.1.3                      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

















 


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;


 


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;


 


5

















 


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 current
value-added telecommunication service business;


 


4.2.4                      to execute an irrevocable Power of Attorney, 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                      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;


 


4.2.6                      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


 


6

















 


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;


 


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


 


7

















 


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:


 


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:          Yongkai Mei


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


 


8

















 


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.


 


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 shall be written in both Chinese
and English language in two copies, each Party having one copy with equal legal
validity. In case there is any conflict between the Chinese version and the
English version, the Chinese version shall prevail.


 


9.3            This
Agreement may be amended or supplemented through written agreement by and
between Lender and Borrower. Such written amendment


 


9

















 


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.


 


10

















 


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:
  Yongkai
  Mei

  	
   

  
	
   

  	
   

  
	
  By:

  	
          /s/
  Yongkai Mei

  	
   

  



 


11














 


Loan
Agreement


 


This
Loan Agreement (this “Agreement”) is made and entered into by and between the
Parties below as of April 8, 2010 in Beijing, 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)               Yong Sha (“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 is a shareholder of Shanghai Jnet Telcom
Co., Ltd. (“Domestic Company”), originally holding 50% of the equity
interest of Domestic Company; Lender and Borrower entered into a Loan Agreement
on January 10, 2008 (the “Original Loan Agreement”); Lender, Borrower,
Domestic Company and other related parties entered into a Framework Agreement
on April 8, 2010, and several Share Transfer Agreements on April 8,
2010, according to which, Borrower transfer a total of 9% of the equity
interest of Domestic Company to other PRC natural person with relevant
consideration (the “Domestic Company Share Transfers”), after the completion of
the Domestic Company Share Transfers, Borrower holds 41% of the equity interest
of Domestic Company.  Meanwhile,
according to Original Loan Agreement, it shall be deemed that Borrower has repaid
part of the Loan under the Original Loan Agreement which equals to the
considerations of the Domestic Company Share Transfers;


 


2.                             The Parties agree to execute this Agreement to
amend certain provisions of the Original Loan Agreement, and this Agreement shall
supersede and replace the Original Loan Agreement upon its execution.


 


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 410,000 (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

















 


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


 


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


 


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


 


1.1.4                        According to the applicable laws of China, foreign
investors are permitted to invest in the value-added telecommunication services
business 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                       Borrower hereby confirms that he has received to
above loan provided by Lender, and has used all of such loan to provide funds
to Domestic Company, purchase and/or hold equity interest of the borrower
company.


 


1.3                       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.


 


1.4                       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.


 


1.5                       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.


 


1.6                       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

















 


2                     Representations and Warranties


 


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


 


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


 


2.1.2                      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 authorizations for the execution and performance of this
Agreement; and


 


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


 


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


 


2.2.1                      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;


 


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


 


2.2.3                      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.


 


3                     Borrower’s Covenants


 


3.1                       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:


 


3.1.1                      to execute an Exclusive Option Agreement with
Borrower and Lender, according to which Borrower will irrevocably grant an
exclusive option to Lender to purchase all of the Borrower Equity Interest; to
execute the above Exclusive Option 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);


 


3

















 


3.1.2                      to strictly abide by the provisions of the
Exclusive Option Agreement and the Exclusive Business Cooperation Agreements
executed with Lender on January 10, 2008, 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;


 


3.1.3                      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;


 


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


 


3.1.5                      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;


 


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


 


3.1.7                      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.


 


3.1.8                      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;


 


3.1.9                      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;


 


3.1.10                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;


 


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


 


3.1.12                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


 


4

















 


material contract), except for those entered into
in the ordinary course of business;


 


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


 


3.1.14                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;


 


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


 


3.1.16                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;


 


3.1.17                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.


 


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


 


3.2.1                      To use best efforts to cause Domestic Company to engage in current
value-added telecommunication service business;


 


3.2.2                      to execute an irrevocable Power of Attorney, 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.


 


3.2.3                      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;


 


3.2.4                      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;


 


3.2.5                      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);


 


5

















 


3.2.6                      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;


 


3.2.7                      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;


 


3.2.8                      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;


 


3.2.9                      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;


 


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


 


3.2.11                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;


 


3.2.12                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;


 


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


 


3.2.14                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;


 


3.2.15                to the extent permitted by the laws of China, at
the request of Lender at any time, to cause the other shareholders of Domestic


 


6

















 


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;


 


3.2.16                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


 


3.2.17                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                     Liability for Default


 


4.1                       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.


 


4.2                       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.


 


5                     Notices


 


5.1                       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:


 


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


 


5.1.2             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).


 


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


 


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


 


7

















 


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


Facsimile:           + 8610-6437 4251


 


Borrower:   Yong Sha


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


Facsimile:     +
8610-6437 4251


 


5.3                       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.


 


6                     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.


 


7                     Governing Law and Resolution of Disputes


 


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


 


7.2            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

















 


7.3            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.


 


8                     Miscellaneous


 


8.1            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.


 


8.2            This Agreement shall be written in both Chinese
and English language in two copies, each Party having one copy with equal legal
validity. In case there is any conflict between the Chinese version and the
English version, the Chinese version shall prevail.


 


8.3            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.


 


8.4            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.


 


8.5            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.


 


9

















 


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:
  Yong Sha

  	
   

  
	
   

  	
   

  
	
  By:

  	
          /s/
  Yong Sha 

  	
   

  



 


10














 


Loan
Agreement


 


This
Loan Agreement (this “Agreement”) is made and entered into by and between the
Parties below as of April 8, 2010 in Beijing, 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)               Hao  Yin (“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— Shanghai Jnet Telcom Co., Ltd. (“Domestic Company”) in Shanghai,
China.  The proposed registered capital
of the Domestic Company is RMB1,000,000, among which, Borrower intends to
purchase 3% of the equity interest of the Domestic Company (“Borrower Equity Interest”) with RMB30,000;


 


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


 


1                     Definitions


 


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 30,000 (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 ceases (for any reason) to be an employee
of Lender or its affiliates;


 


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


 


1

















 


1.1.4                        According to the applicable laws of China, foreign
investors are permitted to invest in the value-added telecommunication services
business 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 Shanghai, China. Borrower
will thereby become a shareholder to the Domestic Company holding 3% 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.


 


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.


 


1.7                       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 


 


2

















 


or
natural person designated by Lender to exercise all of Borrower’s rights as a
shareholder of Domestic Company.


 


2                     Conditions Precedent


 


1.1 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 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

















 


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
Borrower and Lender, according to which Borrower will irrevocably grant an
exclusive option to Lender to purchase all of the Borrower Equity Interest; to
execute the above Exclusive Option 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 Exclusive Business Cooperation Agreements
executed with Lender on January 10, 2008, 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;


 


4.1.3                      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

















 


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;


 


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;


 


5

















 


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 current
value-added telecommunication service business;


 


4.2.4                      to execute an irrevocable Power of Attorney, 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                      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;


 


4.2.6                      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


 


6

















 


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;


 


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


 


7

















 


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:


 


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:   Hao Yin


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


 


8

















 


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.


 


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 shall be written in both Chinese
and English language in two copies, each Party having one copy with equal legal
validity. In case there is any conflict between the Chinese version and the
English version, the Chinese version shall prevail.


 


9.3            This
Agreement may be amended or supplemented through written agreement by and
between Lender and Borrower. Such written amendment


 


9

















 


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.


 


10

















 


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:
  Hao Yin

  	
   

  
	
   

  	
   

  
	
  By:

  	
          /s/
  Hao Yin

  	
   

  



 


11