Exhibit 10.31


 


Share Pledge Agreement


 


This Share Pledge
Agreement (this “Agreement”) has been executed by and among the following
Parties on April 8, 2010 in
Beijing, People’s Republic of China (“PRC”):


 


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


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


 


Party B: Xiurong  Mei (hereinafter “Pledgor”)


ID Number:


 


Party
C: Shanghai Jnet Telcom Co., Ltd.


Address: Room 221, No.728 Guanghua Road,
Minhang District, Shanghai


 


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


 


Whereas:


 


1.      Party
C is a limited liability company registered in Shanghai, China engaging in
value-added telecommunication service business and/or other business approved
by Pledgee.  Pledgor is the citizens of
the PRC, and holds 3% of the equity interest in Party C. Party C intends to
acknowledge the respective rights and obligations of Pledgor and Pledgee under
this Agreement, and to provide any necessary assistance in registering the
Pledge;


 


2.      Pledgee
is a wholly foreign owned enterprise registered in Beijing, China. Pledgee and Party C, which is partially owned by
Pledgor, have executed an Exclusive Business Cooperation Agreement on January 10,
2008;


 


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


 


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


 


1.      Definitions


 


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


 


1

















 


meanings:


 


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


 


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


 


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


 


1.4        Exclusive
Business Cooperation Agreement: shall refer to the Exclusive Business
Cooperation Agreement executed by and between Pledgee and Party C on April 10,
2008.


 


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


 


 


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


 


2.      The Pledge


 


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


 


3.      Term of Pledge


 


3.1        The
Pledge shall become effective as of the date when the pledge of the Equity
Interest is registered with the competent administration of industry and
commerce. The Pledge shall be continuously valid until all payments due under
the Principal Agreements have been fulfilled by Party C. The Parties agree that
Pledgor and Party C shall register the Pledge in the shareholders’ register of
Party C within 3 business days following the execution of this Agreement; the
Parties jointly acknowledge that, to conduct the share pledge registration
formalities (including the share pledge modification registration when the
shareholding percentage of Pledgor in Party C changes), the Parties and other
shareholders of Party C shall submit to administration of industry and commerce
a Share Pledge Agreement which is attached hereto as Exhibit 4 to
this Agreement, and is executed in the form required by the administration of industry
and commerce at the 


 


2

















 


place where Party C is located and which truly
reflects the information of the pledge under this Agreement, matters not
provided in such Share Pledge Agreement for registration shall be subject to
provisions of this Agreement.  Pledgor
and Party C shall, in accordance with all requirements of the PRC laws and
regulations and of the competent administration of industry and commerce,
submit all necessary documents and conduct all necessary formalities to ensure
that the pledge will be registered as soon as possible after the application is
submitted (“Share Pledge Registration”).


 


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


 


4.      Custody of Records for Equity Interest subject to Pledge


 


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


 


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


 


5.      Representations and Warranties of Pledgor


 


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


 


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


 


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


 


6.      Covenants and Further Agreements of Pledgor


 


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


 


6.1.1        not
transfer the Equity Interest, place or permit the existence of any security
interest or other encumbrance that may affect the Pledgee’s rights and
interests in the Equity Interest, without the prior written consent of Pledgee,
except for the performance of the Exclusive 


 


3

















 


Option
Agreement executed by Pledgor, Pledgee
and Party C on the date of this Agreement;


 


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


 


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


 


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


 


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


 


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


 


7.      Event of Breach


 


7.1        The
following circumstances shall be deemed Event of Default:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8.      Exercise of the Pledge


 


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


 


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


 


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8.3        Subject
to the provisions of Section 7.3, Pledgee may exercise the right to
enforce the Pledge concurrently with the issuance of the Notice of Default in
accordance with Section 8.2 or at any time after the issuance of the Notice
of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to
be entitled to any rights or interests associated with the Equity Interest.


 


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


 


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


 


9.      Assignment


 


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


 


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


 


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


 


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


 


9.5        Pledgor
shall strictly abide by the provisions of this Agreement and other contracts
jointly or separately executed by the Parties hereto or any of them, including
the Exclusive Option Agreement and the Power of Attorney granted to Pledgee,
perform the obligations hereunder and thereunder, and refrain from any
action/omission that may affect the effectiveness and enforceability thereof.
Any remaining rights of Pledgor with respect to the 


 


6

















 


Equity Interest pledged hereunder shall not
be exercised by Pledgor except in accordance with the written instructions of
Pledgee.


 


10.    Termination


 


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


 


11.    Handling Fees and Other Expenses


 


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


 


12.    Confidentiality


 


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


 


13.    Governing Law and Resolution of Disputes


 


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


 


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


 


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during
arbitration shall be Chinese. The arbitration ruling shall be final and binding
on all
Parties.


 


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


 


14.    Notices


 


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


 


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


 


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).


 


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


 


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


Fax:
+8610-6437 4251


 


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


Fax:
+8610-6437 4251


 


Party C: Room 517, Tongji Jiayuan
Service Apartment, No.1033 Kangding Road, 2000041, Shanghai


Fax: +8621-5228 9716-810


 


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


 


15.    Severability


 


In the event that one or
several of the provisions of this Contract are found to be invalid, illegal or
unenforceable in any aspect in accordance with any laws or


 


8

















 


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


 


16.    Attachments


 


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


 


17.    Effectiveness


 


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


 


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


 


 


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


 


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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name:

  	
  Song Wang

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B: Xiurong
  Mei

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Xiurong Mei

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party C: Shanghai Jnet Telcom Co., Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Yong Sha

  	
   

  
	
  Name:

  	
  Yong
  Sha

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  



 


10

















 


Attachments:


 


1.          Shareholders’
register of Shanghai Jnet Telcom Co., Ltd.;


 


2.          Capital
Contribution Certificate for Shanghai Jnet Telcom Co., Ltd.;


 


3.          Exclusive
Business Cooperation Agreement


 


4.          Share
Pledge Agreement for registration with administration of industry and commerce.


 


11














 


Share Pledge Agreement


 


This Share Pledge
Agreement (this “Agreement”) has been executed by and among the following
Parties on April 8, 2010 in
Beijing, People’s Republic of China (“PRC”):


 


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


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


 


Party B: Yongkai  Mei (hereinafter “Pledgor”)


ID Number:


 


Party
C: Shanghai Jnet Telcom Co., Ltd.


Address: Room 221, No.728 Guanghua Road,
Minhang District, Shanghai


 


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


 


Whereas:


 


1.                   Party C is a limited liability company registered in Shanghai, China
engaging in value-added telecommunication service business and/or other
business approved by Pledgee.  Pledgor is
the citizens of the PRC, and holds 3% of the equity interest in Party C. Party
C intends to acknowledge the respective rights and obligations of Pledgor and
Pledgee under this Agreement, and to provide any necessary assistance in
registering the Pledge;


 


2.                   Pledgee is a wholly foreign owned enterprise registered in Beijing, China. Pledgee and Party C,
which is partially owned by Pledgor, have executed an Exclusive Business
Cooperation Agreement on January 10, 2008;


 


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


 


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


 


1.                  Definitions


 


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


 


1

















 


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


 


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


 


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


 


1.4                       Exclusive Business Cooperation Agreement: shall refer to the Exclusive
Business Cooperation Agreement executed by and between Pledgee and Party C on April 10,
2008.


 


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


 


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


 


2.                  The Pledge


 


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


 


3.                  Term of Pledge


 


3.1                       The Pledge shall become effective as of the date when the pledge of the
Equity Interest is registered with the competent administration of industry and
commerce. The Pledge shall be continuously valid until all payments due under
the Principal Agreements have been fulfilled by Party C. The Parties agree that
Pledgor and Party C shall register the Pledge in the shareholders’ register of
Party C within 3 business days following the execution of this Agreement; the
Parties jointly acknowledge that, to conduct the share pledge registration
formalities (including the share pledge modification registration when the
shareholding percentage of Pledgor in Party C changes), the Parties and other
shareholders of Party C shall submit to administration of industry and commerce
a Share Pledge Agreement which is attached hereto as Exhibit 4 to
this Agreement, and is executed in the form required by the administration of industry
and commerce at the place where Party C is located and which truly reflects the
information of


 


2

















 


the pledge under this Agreement, matters not
provided in such Share Pledge Agreement for registration shall be subject to
provisions of this Agreement.  Pledgor
and Party C shall, in accordance with all requirements of the PRC laws and
regulations and of the competent administration of industry and commerce,
submit all necessary documents and conduct all necessary formalities to ensure
that the pledge will be registered as soon as possible after the application is
submitted (“Share Pledge Registration”).


 


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


 


4.                  Custody of Records for Equity Interest subject to
Pledge


 


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


 


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


 


5.                  Representations and Warranties of Pledgor


 


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


 


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


 


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


 


6.                  Covenants and Further Agreements of Pledgor


 


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


 


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


 


3

















 


date
of this Agreement;


 


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


 


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


 


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


 


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


 


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


 


7.                  Event of Breach


 


7.1                       The following circumstances shall be deemed Event of Default:


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8.                   Exercise of the Pledge


 


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


 


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


 


8.3                       Subject to the provisions of Section 7.3, Pledgee may exercise the right
to enforce the Pledge concurrently with the issuance of the Notice of Default


 


5

















 


in accordance with Section 8.2 or at
any time after the issuance of the Notice of Default. Once Pledgee elects to
enforce the Pledge, Pledgor shall cease to be entitled to any rights or
interests associated with the Equity Interest.


 


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


 


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


 


9.                  Assignment


 


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


 


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


 


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


 


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


 


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


 


6

















 


10.           Termination


 


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


 


11.           Handling Fees and Other Expenses


 


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


 


12.           Confidentiality


 


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


 


13.           Governing Law and Resolution of Disputes


 


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


 


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


 


7

















 


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


 


14.           Notices


 


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


 


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


 


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).


 


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


 


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


Fax:
+8610-6437 4251


 


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


Fax:
+8610-6437 4251


 


Party C: Room 517,
Tongji Jiayuan Service Apartment, No.1033 Kangding Road, 2000041, Shanghai


Fax: +8621-5228
9716-810


 


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


 


15.           Severability


 


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


 


8

















 


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


 


16.           Attachments


 


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


 


17.           Effectiveness


 


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


 


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


 


9

















 


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


 


 


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


 


 


	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name:

  	
  Song Wang

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B: Yongkai
  Mei

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Yongkai Mei

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party C: Shanghai Jnet Telcom Co., Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Yong Sha

  	
   

  
	
  Name:

  	
  Yong
  Sha

  	
   

  
	
  Title:

  	
  Legal Representative

  	
   

  



 


10

















 


Attachments:


 


1.                               Shareholders’ register of Shanghai Jnet Telcom Co., Ltd.;


 


2.                               Capital Contribution Certificate for Shanghai Jnet Telcom Co., Ltd.;


 


3.                               Exclusive Business Cooperation Agreement


 


4.                               Share Pledge Agreement for registration with administration of industry
and commerce.


 


11














 


Share Pledge Agreement


 


This Share Pledge
Agreement (this “Agreement”) has been executed by and among the following
Parties on April 8, 2010 in
Beijing, People’s Republic of China (“PRC”):


 


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


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


 


Party B: Yong  Sha (hereinafter “Pledgor”)


ID Number:


 


Party
C: Shanghai Jnet Telcom Co., Ltd.


Address: Room 221, No.728 Guanghua Road,
Minhang District, Shanghai


 


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


 


Whereas:


 


1.                   Pledgee, Pledgor and Party C entered into a Share
Pledge Agreement on January 10, 2008 (the “Original Share Pledge Agreement”),
and agree to execute this Agreement to amend certain provisions of the Original
Share Pledge Agreement, this Agreement shall supersede and replace the Original
Share Pledge Agreement upon its execution.


 


2.                   Party C is a limited liability company registered in Shanghai, China
engaging in value-added telecommunication service business and/or other
business approved by Pledgee.  Pledgor is
the citizens of the PRC, and holds 41% of the equity interest in Party C. Party
C intends to acknowledge the respective rights and obligations of Pledgor and
Pledgee under this Agreement, and to provide any necessary assistance in
registering the Pledge;


 


3.                   Pledgee is a wholly foreign owned enterprise registered in Beijing, China. Pledgee and Party C,
which is partially owned by Pledgor, have executed an Exclusive Business
Cooperation Agreement on January 10, 2008;


 


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


 


1

















 


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


 


1.                  Definitions


 


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


 


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


 


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


 


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


 


1.4                       Exclusive Business Cooperation Agreement: shall refer to the Exclusive
Business Cooperation Agreement executed by and between Pledgee and Party C on April 10,
2008.


 


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


 


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


 


2.                  The Pledge


 


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


 


3.                  Term of Pledge


 


3.1                    The Pledge shall become effective as of the date when the pledge of the
Equity Interest is registered with the competent administration of industry and
commerce. The Pledge shall be continuously valid until all payments due under
the Principal Agreements have been fulfilled by Party C. The Parties agree that
Pledgor and Party C shall register the Pledge in the shareholders’ register of
Party C within 3 business days following the 


 


2

















 


execution of this Agreement; the Parties
jointly acknowledge that, to conduct the share pledge registration formalities,
the Parties and other shareholders of Party C shall submit to administration of
industry and commerce a Share Pledge Agreement which is attached hereto as Exhibit 4
to this Agreement, and is executed in the form required by the
administration of industry and commerce at the place where Party C is located
and which truly reflects the information of the pledge under this Agreement,
matters not provided in such Share Pledge Agreement for registration shall be
subject to provisions of this Agreement. 
Pledgor and Party C shall, in accordance with all requirements of the
PRC laws and regulations and of the competent administration of industry and
commerce, submit all necessary documents and conduct all necessary formalities
to ensure that the pledge will be registered as soon as possible after the
application is submitted (“Share Pledge Registration”).


 


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


 


4.                Custody of Records for Equity Interest subject to
Pledge


 


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


 


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


 


5.                Representations and Warranties of Pledgor


 


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


 


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


 


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


 


6.                Covenants and Further Agreements of Pledgor


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


Pledgee
for all losses resulting therefrom.


 


7.                Event of Breach


 


7.1                       The following circumstances shall be deemed Event of Default:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8.                 Exercise of the Pledge


 


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



 


5

















 


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


 


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


 


8.3                       Subject to the provisions of Section 7.3, Pledgee may exercise the right
to enforce the Pledge in accordance with applicable laws concurrently with the
issuance of the Notice of Default in accordance with Section 8.2 or at any
time after the issuance of the Notice of Default. Once Pledgee elects to
enforce the Pledge, Pledgor shall cease to be entitled to any rights or
interests associated with the Equity Interest.


 


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


 


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


 


9.                  Assignment


 


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


 


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


 


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


 


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


 


9.5                       Pledgor shall strictly abide by the provisions of this Agreement and
other 


 


6

















 


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


 


10.         Termination


 


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


 


11.         Handling Fees and Other Expenses


 


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


 


12.         Confidentiality


 


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


 


13.         Governing Law and Resolution of Disputes


 


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


 


In
the event of any dispute with respect to the construction and performance of
the provisions of this Agreement, the Parties shall negotiate in good faith to
resolve the dispute. In the event the Parties fail to reach an agreement on the
resolution of such a dispute within 30 days after any Party’s request for 


 


7

















 


resolution
of the dispute through negotiations, any Party may submit the relevant dispute
to the China International Economic and Trade Arbitration Commission for
arbitration, in accordance with its then  effective arbitration rules. The arbitration shall be conducted in Beijing, and the language used
during arbitration shall be Chinese. The arbitration ruling shall be final and
binding on all
Parties.


 


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


 


14.         Notices


 


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


 


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


 


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).


 


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


 


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


Fax: +8610-6437 4251


 


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


Fax: +8610-6437
4251


 


Party C: Room 517,
Tongji Jiayuan Service Apartment, No.1033 Kangding Road, 2000041, Shanghai


Fax: +8621-5228
9716-810


 


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


 


8

















 


15.           Severability


 


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


 


16.           Attachments


 


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


 


17.           Effectiveness


 


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


 


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


 


9

















 


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


 


 


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


 


 


	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name: Song Wang

  	
   

  
	
  Title: Legal Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B: Yong
  Sha

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Yong Sha

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party C: Shanghai Jnet Telcom Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Yong Sha

  	
   

  
	
  Name:
  Yong Sha

  	
   

  
	
  Title: Legal Representative

  	
   

  



 


10

















 


Attachments:


 


1.                               Shareholders’ register of Shanghai Jnet Telcom Co., Ltd.;


 


2.                               Capital Contribution Certificate for Shanghai Jnet Telcom Co., Ltd.;


 


3.                               Exclusive
Business Cooperation Agreement


 


4.                               Share Pledge Agreement for registration with administration of industry
and commerce.


 


11














 


Share Pledge Agreement


 


This Share Pledge
Agreement (this “Agreement”) has been executed by and among the following
Parties on April 8, 2010 in Beijing, People’s Republic of China (“PRC”):


 


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


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


 


Party B: Hao  Yin (hereinafter “Pledgor”)


ID Number:


 


Party
C: Shanghai Jnet Telcom Co., Ltd.


Address: Room 221, No.728 Guanghua Road, Minhang
District, Shanghai


 


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


 


Whereas:


 


1.                   Party C is a limited liability company registered in Shanghai, China
engaging in value-added telecommunication service business and/or other
business approved by Pledgee.  Pledgor is
the citizens of the PRC, and holds 3% of the equity interest in Party C. Party
C intends to acknowledge the respective rights and obligations of Pledgor and
Pledgee under this Agreement, and to provide any necessary assistance in
registering the Pledge;


 


2.                   Pledgee is a wholly foreign owned enterprise registered in Beijing, China. Pledgee and Party C,
which is partially owned by Pledgor, have executed an Exclusive Business
Cooperation Agreement on January 10, 2008;


 


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


 


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


 


1.                Definitions


 


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


 


1

















 


meanings:


 


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


 


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


 


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


 


1.4                       Exclusive Business Cooperation Agreement: shall refer to the Exclusive
Business Cooperation Agreement executed by and between Pledgee and Party C on
April 10, 2008.


 


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


 


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


 


2.                The Pledge


 


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


 


3.                Term of Pledge


 


3.1                       The Pledge shall become effective as of the date when the pledge of the
Equity Interest is registered with the competent administration of industry and
commerce. The Pledge shall be continuously valid until all payments due under
the Principal Agreements have been fulfilled by Party C. The Parties agree that
Pledgor and Party C shall register the Pledge in the shareholders’ register of
Party C within 3 business days following the execution of this Agreement; the
Parties jointly acknowledge that, to conduct the share pledge registration
formalities (including the share pledge modification registration when the
shareholding percentage of Pledgor in Party C changes), the Parties and other
shareholders of Party C shall submit to administration of industry and commerce
a Share Pledge Agreement which is attached hereto as Exhibit 4 to this
Agreement, and is executed in the form required by the administration of industry
and commerce at the 


 


2

















 


place where Party C is located and which truly
reflects the information of the pledge under this Agreement, matters not
provided in such Share Pledge Agreement for registration shall be subject to
provisions of this Agreement.  Pledgor
and Party C shall, in accordance with all requirements of the PRC laws and
regulations and of the competent administration of industry and commerce,
submit all necessary documents and conduct all necessary formalities to ensure
that the pledge will be registered as soon as possible after the application is
submitted (“Share Pledge Registration”).


 


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


 


4.                Custody of Records for Equity Interest subject to
Pledge


 


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


 


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


 


5.                Representations and Warranties of Pledgor


 


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


 


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


 


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


 


6.                Covenants and Further Agreements of Pledgor


 


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


 


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


 


3

















 


date
of this Agreement;


 


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


 


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


 


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


 


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


 


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


 


7.                Event of Breach


 


7.1                       The following circumstances shall be deemed Event of Default:


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8.                 Exercise of the Pledge


 


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


 


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


 


8.3                      Subject to the provisions of Section 7.3, Pledgee may exercise the right
to enforce the Pledge concurrently with the issuance of the Notice of Default 


 


5

















 


in accordance with Section 8.2 or at any
time after the issuance of the Notice of Default. Once Pledgee elects to
enforce the Pledge, Pledgor shall cease to be entitled to any rights or
interests associated with the Equity Interest.


 


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


 


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


 


9.                Assignment


 


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


 


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


 


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


 


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


 


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


 


6

















 


10.           Termination


 


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


 


11.           Handling Fees and Other Expenses


 


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


 


12.           Confidentiality


 


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


 


13.           Governing Law and Resolution of Disputes


 


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


 


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


 


7

















 


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


 


14.           Notices


 


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


 


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


 


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).


 


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


 


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


Fax: +8610-6437
4251


 


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


Fax: +8610-6437
4251


 


Party C: Room 517, Tongji
Jiayuan Service Apartment, No.1033 Kangding Road, 2000041, Shanghai


Fax: +8621-5228
9716-810


 


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


 


15.           Severability


 


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


 


8

















 


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


 


16.           Attachments


 


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


 


17.           Effectiveness


 


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


 


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


 


9

















 


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


 


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


 


 


	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name: Song Wang

  	
   

  
	
  Title: Legal Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B: Hao
  Yin

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Hao Yin

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party C: Shanghai Jnet Telcom Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Yong Sha

  	
   

  
	
  Name:
  Yong Sha

  	
   

  
	
  Title: Legal Representative

  	
   

  



 


10

















 


Attachments:


 


1.                               Shareholders’ register of Shanghai Jnet Telcom Co., Ltd.;


 


2.                               Capital Contribution Certificate for Shanghai Jnet Telcom Co., Ltd.;


 


3.                               Exclusive Business Cooperation Agreement


 


4.                               Share Pledge Agreement for registration with administration of industry
and commerce.


 


11