Exhibit 10.6


 


OPTION AGREEMENT


 


This
OPTION AGREEMENT (this “Agreement”)
is made as of April 20, 2007 by and
among ChinaCache International Holdings, a company incorporated in the Cayman
Islands (the “Company”); SONG WANG, an individual with PRC
Identification Card No.:            
; XIAO HONG KOU, an individual
with PRC Identification Card No.:            
; and the Series B Investors listed on Schedule A hereto (each a “Series B Investor” and
collectively the “Series B Investors”).  Song Wang and Xiao Hong Kou shall
collectively be referred to as the “Founders” and each individually referred to
as a “Founder.”


 


RECITALS


 


A.                                   The Series B
Investors, the Founders and the Company are parties to that certain
Series B Preferred Share Purchase Agreement dated as of April 11, 2007 (the “Series B Purchase
Agreement”) relating to the issue and sale of Series B
Preferred Shares of the Company to the Series B Investors.


 


B.                                     In connection
with the transactions contemplated in the Series B Purchase Agreement (the
“Series B Financing”), the Series B
Investors agreed to grant the Founders options to acquire up to an aggregate of
3,400,000 Ordinary Shares held by the Series B Investors provided that the
Company achieves certain net revenues as provided herein.


 


C.                                     The obligations
of the Company, the Founders and the Series B Investors under the Series B
Purchase Agreement are conditioned, among other things, upon the closing of the
Series B Financing, and the execution and delivery of this Agreement by
the Series B Investors, the Founders and the Company.


 


NOW,
THEREFORE, in consideration of the mutual premises and covenants set forth
herein, the parties hereto agree as follows:


 


1.                                       Definitions.  For purposes of this Agreement, the following
terms shall have the meanings set forth below. 
All other capitalized terms used herein without definition shall have
the meanings set forth in the Series B Purchase Agreement:


 


1.1                                 “Affiliate” shall mean CCH or another
entity that the applicable Founder holds shares in, which entity has been
approved by the Series B Investors.


 


1.2                                 “Board” shall mean the board of
directors of the Company.


 


1.3                                 “Business Day”  shall mean any day that is not a Saturday,
Sunday, legal holiday or a day on which banks are required to be closed in
Singapore, Hong Kong or the PRC.


 


1.4                                 “CCH” shall
mean Consolidated Capital Holdings, an exempted company incorporated under the laws of the
British Virgin Islands;


 


1.5                                 “Cause” shall mean, with respect to
the termination by the Company or a Related Entity of a Founder’s Continuous
Service, that such termination is for “Cause” as such 


 


1

















 


term is expressly defined in a then-effective
written agreement between such Founder and the Company or such Related Entity,
or in the absence of such then-effective written agreement and definition, is
based on, in the determination of the Board, such Founder’s: (i) performance
of any act or failure to perform any act in bad faith and to the detriment of
the Company or a Related Entity; (ii) dishonesty, intentional misconduct
or material breach of any agreement with the Company or a Related Entity; or (iii) commission
of a crime involving dishonesty, breach of trust, or physical or emotional harm
to any person.


 


1.6                                 “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


1.7                                 “Continuous Service” shall mean that
the provision of services to the Company or a Related Entity in any capacity of
employee is not interrupted or terminated. 
In jurisdictions requiring notice in advance of an effective termination
as an employee, Continuous Service shall be deemed terminated upon the actual cessation
of providing services to the Company or a Related Entity notwithstanding any
required notice period that must be fulfilled before a termination as an
employee can be effective under applicable laws.  A Founder’s Continuous Service shall be
deemed to have terminated either upon an actual termination of Continuous
Service or upon the entity for which such Founder provides services ceasing to
be a Related Entity.  Continuous Service
shall not be considered interrupted in the case of (i) any approved leave
of absence, (ii) transfers among the Company, any Related Entity, or any
successor, in the capacity of an employee, or (iii) any change in status
as long as the individual remains in the service of the Company or a Related
Entity in the capacity of an employee. 
An approved leave of absence shall include sick leave, military leave,
or any other authorized personal leave.


 


1.8                                 “Corporate Transaction” shall means
any of the following transactions, provided, however, that the Board shall
determine under parts (d) and (e) whether multiple transactions are
related, and its determination shall be final, binding and conclusive:


 


(a)                                  a merger or
consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the
Company is incorporated;


 


(b)                                 the sale,
transfer or other disposition of all or substantially all of the assets of the
Company;


 


(c)                                  the complete
liquidation or dissolution of the Company;


 


(d)                                 any reverse
merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in
which the Company is the surviving entity but (A) the Ordinary Shares
outstanding immediately prior to such merger are converted or exchanged by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, or (B) in which securities possessing more than forty
percent (40%) of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction
culminating in such merger, but 


 


2

















 


excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate
Transaction; or


 


(e)                                  an acquisition
in a single or series of related transactions by any person or related group of
persons (other than the Company or a Company sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13D-3 of the Exchange
Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities but excluding any
such transaction or series of related transactions that the Board determines
shall not be a Corporate Transaction.


 


1.9                                 “Disability” shall have the meaning
ascribed to such term under the long-term disability policy of the Company or
Related Entity to which a Founder provides services regardless of whether such
Founder is covered by such policy.  If
the Company or the Related Entity to which such Founder provides service does
not have a long-term disability plan in place, “Disability” means that a
Founder is unable to carry out the responsibilities and functions of the
position held by such Founder by reason of any medically determined physical or
mental impairment for a period of not less than ninety (90) consecutive
days.  A Founder will not be considered
to have incurred a Disability unless he furnished proof of such impairment
sufficient to satisfy the Board in its discretion.


 


1.10                           “Exercise Notice” “ shall have the
meaning ascribed to it in Section 2.1


 


1.11                           “Exercise Price” shall have the
meaning ascribed to it in Section 3.1.


 


1.12                           “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


1.13                           “Grant Date” shall have the meaning
ascribed to it in Section 2.1


 


1.14                           “IAS” shall mean the applicable International
Accounting Standards published by the International Accounting Standards Board
from time to time.


 


1.15                           “Lead Underwriter” shall have the
meaning scribed to it Section 11.1


 


1.16                           “Notice” shall have the meaning
ascribed to it in Section 2.2


 


1.17                           “Options” shall have the meaning
ascribed to it in Section 2.


 


1.18                           “Option Period” shall have the
meaning ascribed to it in Section 2.


 


1.19                           “Option Price” shall have the meaning
ascribed to it in Section 2.


 


1.20                           “Option Shares” with respect to a Series B
Investor shall mean that number of Ordinary Shares that are issued or issuable
upon conversion of the Series B Preferred Shares held by such Series B
Investor, which number of shares are set forth opposite the name of such Series B
Investor in Schedule A.


 


3

















 


1.21                           “Ordinary Shares” shall mean
the Company’s ordinary shares, par value US$0.0001 per share.


 


1.22                           “Parent” shall mean a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.


 


1.23                           “Post-Termination Exercise Period”
shall mean a period of three (3) months commencing from the Termination
Date.


 


1.24                           “PRC” shall mean
the People’s Republic of China, excluding the Hong Kong Special Administrative
Region, the Macau Special Administrative Region and the Islands of Taiwan.


 


1.25                           “Related Entity” means any Parent or
Subsidiary of the Company and any business, corporation partnership, limited
liability company or other entity in which the Company or a Parent or a
Subsidiary of the Company holds a substantial ownership interest, directly or
indirectly.


 


1.26                           “Revenue Milestone” shall have the
meaning ascribed to it in Section 2.1.


 


1.27                           “Series B Financing” shall have
the meaning ascribed to it in Recital B.


 


1.28                           “Series B Preferred Shares”
shall mean the Company’s Series B Preferred Shares, par value US$0.0001
per share.


 


1.29                           “Subsidiary” shall mean a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.


 


1.30                           “Termination Date” shall have the
meaning ascribed to it in Section 4.


 


1.31                           “UNCITRAL Rules” shall have the
meaning ascribed to it in Section 13.2.


 


1.32                           “Vesting Commencement Date” shall
mean the Grant Date.


 


1.33                           “Vesting Schedule” shall have the
meaning ascribed to it in Section 3.3.


 


1.34                           “2007 Accounts” shall mean the
Company’s audited consolidated financial statements for the fiscal year ending
on December 31, 2007 prepared in accordance with IAS and audited by one of
the “big four” international accounting firms.


 


1.35                           “2007 Revenue” shall mean Gross
Revenue from the ordinary business of the Company less Taxes, as such terms are
defined under IAS.


 


2.                                       Options Grant;
Mechanics.


 


2.1                                 Contingent
Grant of Options.  Pursuant to
the terms and conditions of this Agreement, on March 31, 2008, or, if
later, upon the date that the Company delivers the 2007 Accounts to the Series B
Investors (such date, the “Grant Date”),
if the 2007 Revenue as reflected in the 2007 Accounts is at least RMB148,505,627.21 (the “Revenue Milestone”), each 


 


4

















 


Series B Investor shall grant to each Founder
an option to purchase that number of Option Shares set forth opposite such Series B
Investor’s name on Schedule A (collectively, the “Options”).  The exercise price per Option Share shall be
US$0.0001 (the “Option Price”).  For the avoidance of doubt, if the 2007
Revenue as reflected in the 2007 Accounts is less than the Revenue Milestone, the Options
shall not be granted and this Agreement shall immediately terminate and be of
no further force or effect.


 


2.2                                 Mechanics of
Grant; Notice.  As soon as
practicable following the Grant Date (and in any event, within ten (10) Business
Days thereof), if the 2007 Revenue as reflected in the 2007 Accounts meets or
exceeds the Revenue Milestone the Series B Investors shall send to each
Founder a Notice of Stock Option Grant (the “Notice”)
in the form attached as Exhibit A, in each case reflecting the number of
Option Shares granted to each Founder.


 


3.                                       Exercise of
Option.


 


3.1                                 Method of
Exercise.  The Options
shall be exercisable only in compliance with PRC laws and regulations and only
in accordance with the Vesting Schedule set out in Section 3.3 and in the
Notice.  The Options may be exercised, in
whole or in part, by a Founder by providing a written notice (the “Exercise Notice”) to a Series B
Investor and the Company at any time commencing from the Vesting Commencement
Date and ending upon the earlier to occur of (x) the tenth (10th) anniversary of the Vesting
Commencement Date and (y) the consummation of a Corporate Transaction
(such period being the “Option Period”).  The Exercise Notice shall specify: (i) the
number of Option Shares to be purchased, (ii) the aggregate Option Price
to be paid (the “Exercise Price”), (iii) whether
the Option Shares are to be transferred to an Affiliate or the Founder and the
name of the Affiliate, (iv) an expected date of completion of the
transfer.  The Exercise Notice shall be
delivered in person, by certified mail, or by such other method (including
electronic transmission) as determined from time to time by the Board
accompanied by payment of the Exercise Price. 
The Option shall be deemed to be exercised upon receipt by the Company
of such notice accompanied by the Exercise Price.


 


3.2                                 Conversion and
Transfer Mechanics.  Upon
receipt of the Exercise Notice, the applicable Series B Investors shall
notify the Company to convert such number of Series B Preferred Shares
into the number of Option Shares specified in the Exercise Notice and transfer
and deliver such Option Shares to the applicable Founder or Affiliate
designated by such Founder against payment by the Founder of the Exercise Price
pursuant to Section 3.5 below.  The
Company agrees to make any such conversion concurrent with the actual transfer
of such Option Shares and take all other necessary steps to facilitate the
transfer of the Option Shares as specified in the Exercise Notice.


 


3.3                                 Taxes.  No Option Shares will be delivered to a
Founder (including any Affiliate of such Founder) or other person pursuant to
the exercise of the Option until the Founder or other person has made
arrangements acceptable to the Series B Investors and the Company for the
satisfaction of applicable income tax and employment tax withholding
obligations, including, without limitation, such other tax of obligations of
the Founder incident to the receipt of Option Shares.  Upon exercise of the Options, the Company,
the Series B Investors or the Founder’s employer may offset or withhold or
collect from the Founder or other person an amount sufficient to satisfy such
tax withholding obligations.


 


5

















 


3.4                                 Vesting
Schedule.  Subject to
such Founder’s Continuous Service and except as may otherwise be agreed to by
the parties in a severance or other agreement, the Options may be exercised in
whole or in part in accordance with the following schedule:


 


Twenty-five
percent (25%) of the Option Shares shall vest twelve (12) months after the
Vesting Commencement Date, the second twenty-five percent (25%) of the Option
Shares shall vest twenty-four (24) months after the Vesting Commencement Date,
the third twenty-five percent (25%) of the Option Shares shall vest thirty-six
(36) months after the Vesting Commencement Date and the fourth twenty-five
percent (25%) of the Option Shares shall vest forty-eight (48) months after the
Vesting Commencement Date (the “Vesting Schedule”)


 


During
any leave of absence of any Founder that is authorized by the Board, the
vesting of the Option Shares as provided in the above schedule shall be
suspended after the leave of absence exceeds a period of ninety (90) days.  Vesting of the Option Shares shall resume
upon the Founder’s termination of the leave of absence and return to service of
the Company or a Related Entity.  The
Vesting Schedule of the Option Shares shall be extended by the length of the
suspension.


 


3.5                                 Method of
Payment.  Payment of the Exercise Price
shall be made by cash or check, or a combination thereof, at the election of
the Founder; provided, however, that such exercise method does not then violate
any applicable laws or regulations.


 


4.                                       Termination or
Change of Continuous Service.  In the event a Founder’s Continuous Service
terminates, other than for Cause, such Founder may, but only during the
Post-Termination Exercise Period, exercise the portion of the Options that are
vested at the date of such termination (the “Termination
Date”) in accordance with this Agreement except as may otherwise
be agreed to by the parties in severance or other agreement.  The Post-Termination Exercise Period shall
commence on the Termination Date.  In the
event of termination of such Founder’s Continuous Service for Cause, such
Founder’s right to exercise the Options shall, except as otherwise determined
by the Series B Investors, terminate concurrently with the termination of
such Founder’s Continuous Service (also the “Termination
Date”).  In no event,
however, shall the Options be exercised after the termination of the Option
Period.  Except as provided in Sections 5
below, to the extent that the Option was unvested on the Termination Date, or
if such Founder does not exercise the vested portion of the Options within the
Post-Termination Exercise Period, the Options shall terminate.


 


5.                                       Disability of Founder.  In the event a Founder’s Continuous Service
terminates as a result of his or her Disability, such Founder may, but only
within twelve (12) months commencing on the Termination Date (but in no event
later than the termination of the Option Period), exercise the portion of the
Options that was vested on the Termination Date.  To the extent that the Options are unvested
on the Termination Date, or if such Founder does not exercise the vested
portion of the Options within the time specified herein, the Options shall
terminate.


 


6.                                       Death of
Founder.  In the event of the
termination of a Founder’s Continuous Service as a result of his or her death,
or in the event of such Founder’s death during the Post-Termination Exercise
Period, the person who acquired the right to exercise such Founder’s 


 


6

















 


Options pursuant to Section 7 may exercise the
portion of the Options that was vested at the date of termination within three (3)
months commencing on the date of death (but in no event later than the termination
of the Option Period).  To the extent
that the Options are unvested on the date of death, or if the vested portion of
the Options is not exercised within the time specified herein, the Options
shall terminate.


 


7.                                       Transferability
of Options.  A Founder
may designate one or more beneficiaries of such Founder’s Options in the event
of such Founder’s death on a beneficiary designation form provided by the
Company.  Following the death of such
Founder, the Options, to the extent provided in Section 6, may be
exercised by such Founder’s legal representative or by any person empowered to
do so under the deceased Founder’s will or under the then applicable laws of
descent and distribution.  The terms of
the Options shall be binding upon the executors, administrators, heirs,
successors and transferees of such Founder.


 


8.                                       Corporate
Transaction.  In the
event of a Corporate Transaction, the Options shall automatically become fully
vested and exercisable for all of the Option Shares at the time represented by
such portion of the Options, immediately prior to the specified effective date
of such Corporate Transaction, provided that such Founder’s Continuous Service
has not terminated prior to such date. 
The Options that are not exercised prior to the consummation of such
Corporate Transaction shall terminate.


 


9.                                       Transfer of
Rights.  The
Options and the rights of each Founder hereunder shall not be transferable or
assignable except to an Affiliate.  The
terms of this Agreement shall be binding upon any such Affiliate.


 


10.                                 Refusal to
Transfer.  The Company
shall not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the provisions of
this Option Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares shall have been so transferred.


 


11.                                 Lock-Up
Agreement.


 


11.1                           Agreement.  The Founder (including any Affiliate, as
applicable), if requested by the Company and the lead underwriter of any public
offering of the Ordinary Shares (the “Lead Underwriter”),
hereby irrevocably agrees not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of any interest in any Ordinary Shares
or any securities convertible into or exchangeable or exercisable for or any
other rights to purchase or acquire Ordinary Shares (except Ordinary Shares
included in such public offering or acquired on the public market after such
offering) during the 200-day period following the effective date of a
registration statement of the Company filed under the Securities Act of 1933,
as amended, or such shorter or longer period of time as the Lead Underwriter
shall specify.  The Founders further
agrees to sign and procure their Affiliates, if any , to sign such documents as
may be requested by the Lead Underwriter to effect the foregoing and agrees
that the Company may impose stop-transfer instructions with respect to such
Ordinary Shares subject to the lock-up period until the end of such
period.  The Company and the Founders
acknowledge that each Lead Underwriter of a 


 


7

















 


public offering of the Company’s shares, during the
period of such offering and for the lock-up period thereafter, is an intended
beneficiary of this Section 9.


 


11.2                           No Amendment
Without Consent of Underwriter.  During the period from identification of a
Lead Underwriter in connection with any public offering of the Company’s
Ordinary Shares until the earlier of (i) the expiration of the lock-up
period specified in Section 1111.1 in connection with such offering or (ii) the
abandonment of such offering by the Company and the Lead Underwriter, the
provisions of this Section 9 may not be amended or waived except with the
consent of the Lead Underwriter.


 


12.                                 Amendment.  Any provision of
this Agreement may be amended or the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the Company, the Founders and
the Series B Investors holding a majority of the sum of the number of
outstanding Ordinary Shares then held by all Series B Investors plus the
number of Ordinary Shares issuable upon conversion of all outstanding Series B
Preferred Shares then held by all Series B Investors.  Any amendment or waiver effected in
accordance with this Section shall be binding upon the Company, each Series B
Investor, and each Founder.


 


13.                                 Notices.  Except as may be otherwise provided herein,
all notices, requests, waivers and other communications made pursuant to this
Agreement shall be in writing and shall be conclusively deemed to have been
duly given (a) when hand delivered to the other party; (b) when sent
by facsimile at the number set forth below, upon a successful transmission
report being generated by the sender’s machine; or (c) three (3) Business
Days after deposit with an internationally-recognized overnight delivery
service, postage prepaid, addressed to the parties as set forth below with
next-business-day delivery guaranteed, provided that the sending party receives
a confirmation of delivery from the delivery service provider.


 


	
  To the Company, each
  Founder and CCH:

  	
   

  
	
   

  	
   

  
	
  c/o
  Beijing Blue I.T. Technologies
  Co., Ltd.

  6th Floor, Xing Ke Building

  No. 10 Jiu Xianqiao Road

  Chaoyang District, Beijing 100016, PRC

  Fax
  Number: +8610 6437 4251

  	
   

  
	
   

  	
   

  
	
  To
  the Series B Investors:

   

  The addresses and fax numbers set forth opposite
  each Series B Investor on Schedule B

  



 


14.                                 Successors and
Assigns.  Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
(including transferees of any Shares). 
Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto 


 


8

















 


or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


 


15.                                 Pronouns.  All pronouns and any variations thereof are
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the Person or Persons may require.


 


16.                                 Governing Law.  This Agreement shall be governed in all
respects by the laws of the Hong Kong Special Administrative Region without
regard to conflicts of law principles.


 


17.                                 Dispute
Resolution.


 


17.1                           Negotiation
Between Parties; Mediation.  The parties agree to negotiate in good faith
to resolve any dispute between them regarding this Agreement.  If the negotiations do not resolve the
dispute to the reasonable satisfaction of the relevant parties, then each party
to the dispute that is a company shall nominate one authorized officer as its
representative.  The relevant parties or
their representatives, as the case may be, shall, within thirty (30) days of a
written request by either party to call such a meeting, meet in person and
alone (except for one assistant for each party) and shall attempt in good faith
to resolve the dispute.  If the disputes
cannot be resolved by such senior managers in such meeting, the parties agree
that they shall, if requested in writing by either party, meet within thirty
(30) days after such written notification for one (1) day with an
impartial mediator and consider dispute resolution alternatives other than
formal arbitration.  If an alternative
method of dispute resolution is not agreed upon within thirty (30) days after
the one (1) day mediation, either party to the dispute may begin formal
arbitration proceedings to be conducted in accordance with subsection (b) below.  This procedure shall be a prerequisite before
taking any additional action hereunder.


 


17.2                           Arbitration.  In the event the parties are unable to settle
a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall be referred to and finally settled by
arbitration at the Hong Kong International Arbitration Centre in accordance
with the UNCITRAL Arbitration Rules (“UNCITRAL Rules”) in effect, which rules are deemed to be
incorporated by reference into this subsection (b), subject to the following: (i) the
arbitration tribunal shall consist of three arbitrators to be appointed
according to the UNCITRAL Rules; and (ii) the language of the arbitration
shall be English.  Notwithstanding
anything in this Agreement or in the UNCITRAL Rules or otherwise, the
arbitration tribunal shall not have the power to award injunctive relief or any
other equitable remedy of any kind against any Series B Investor unless
such award both (x) is expressly appealable to and subject to de novo review by
the courts of Hong Kong, and (y) would not, if upheld, have the effect of
impairing, restricting, or imposing any conditions on the right or ability of
such Series B Investor or its Affiliates to conduct its respective
business operations or to make or dispose of any other investments.  The prevailing party shall be entitled to
reasonable attorney’s fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.


 


18.                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


9

















 


19.                                 Titles and
Subtitles.  The titles
and subtitles used in this Agreement are used for convenience only and are not
to be considered in construing or interpreting this Agreement.


 


20.                                 Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 


21.                                 Entire
Agreement.  This
Agreement and the documents referred to herein constitute the entire agreement
among the parties with respect to the subject matter hereof and no party shall
be liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein or
therein.


 


[Signature pages follow]


 


10














 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


 


	
  /s/
  Song Wang 

  	
   

  	
  /s/
  Xiao-Hong Kou 

  
	
  Song Wang  as an individual

  	
   

  	
  Xiao-Hong Kou  as an individual

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHINACACHE INTERNATIONAL HOLDINGS LTD.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Xiao-Hong Kou 

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE PAGE TO OPTION AGREEMENT


 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
  QIMING
  VENTURE PARTNERS, L.P., a Cayman Islands exempted limited
  partnership 

  	
   

  	
  QIMING
  MANAGING DIRECTORS FUND, L.P., a Cayman Islands
  exempted limited partnership 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  QIMING
  GP, L.P., a Cayman Island exempted limited partnership 

  	
   

  	
   

  	
  By:

  	
  QIMING
  CORPORATE GP, LTD., a Cayman Island corporation 

  
	
   

  	
  Its:
  

  	
  General
  Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  QIMING
  CORPORATE GP, LTD., a Cayman Island corporation 

  	
   

  	
   

  	
  By:
  

  	
  /s/
  Managing Director 

  
	
   

  	
   

  	
   

  	
   

  	
  Its:
  

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Managing Director 

  	
   

  	
   

  
	
   

  	
  Its:
  

  	
  Managing
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IGNITION
  VENTURE PARTNERS III, L.P., a Delaware limited
  partnership 

  	
   

  	
  IGNITION
  MANAGING DIRECTORS FUND III, LLC, a Delaware limited
  liability company 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  IGNITION
  GP III, LLC, a Delaware limited liability company 

  	
   

  	
  By:
  

  	
  /s/
  Managing Director 

  
	
   

  	
   

  	
   

  	
  Its:
  

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Managing Director 

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Managing
  Director

  	
   

  	
   

  
											



 


SIGNATURE PAGE TO OPTION
AGREEMENT


 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
  JAFCO
  ASIA TECHNOLOGY FUND II

  	
   

  	
  INTEL
  CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By
  

  	
  /s/
  Vincent Chan Chun Hung 

  	
   

  	
  By
  

  	
  /s/
  Michael J Scown 

  
	
  Name:
  Vincent Chan Chun Hung

  	
   

  	
  Name:
  Michael J Scown

  
	
  Title:
  Attorney

  	
   

  	
  Title:
  Authorised Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR
  INVESTMENTS ASIA LIMITED

  	
   

  	
  INVESTOR
  GROUP ASIA LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By
  

  	
  /s/
  Nigel Govett 

  	
   

  	
  By
  

  	
  /s/
  Nigel Govett 

  
	
  Name:
  Nigel Govett

  	
   

  	
  Name:
  Nigel Govett

  
	
  Title:
  “A” Director

  	
   

  	
  Title:
  “A” Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR
  INVESTMENTS ASIA LIMITED

  	
   

  	
  INVESTOR
  GROUP ASIA LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By
  

  	
  /s/
  Marc Hollander 

  	
   

  	
  By

  	
  /s/
  Marc Hollander 

  
	
  Name:
  Marc Hollander

  	
   

  	
  Name:
  Marc Hollander

  
	
  Title:
  “B” Director

  	
   

  	
  Title:
  “B” Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIG
  CHINA INVESTMENTS ONE, LTD

  	
   

  	
  STARR
  INTERNATIONAL CAYMAN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By
  

  	
  /s/
  Michael L Spolan 

  	
   

  	
  By:
  

  	
  /s/
  STARR INTERNATIONAL CAYMAN, INC. 

  
	
  Name:

  	
  Michael
  L Spolan

  	
   

  	
  Name:

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  
	
   

  	
  SIG
  Asia Investment LLLP

  	
   

  	
   

  
	
   

  	
  authorized
  agent for

  	
   

  	
   

  
	
   

  	
  SIG
  China Investments One, Ltd.

  	
   

  	
   

  
						



 


SIGNATURE PAGE TO OPTION
AGREEMENT


 














 


SCHEDULE A


 


SCHEDULE OF OPTIONS


 


	
  Series B Investor

  	
   

  	
  Options Shares
  to be 

  Granted to Song Wang

  	
   

  	
  Options Shares
  to be 

  Granted to Jean Kou

  	
   

  
	
  Qiming Venture Partners, L.P.

  	
   

  	
  490,868

  	
   

  	
  401,620

  	
   

  
	
  Qiming Managing Directors Fund, L.P.

  	
   

  	
  7,338

  	
   

  	
  6,004

  	
   

  
	
  Ignition Venture Partners III, L.P.

  	
   

  	
  207,453

  	
   

  	
  169,734

  	
   

  
	
  Ignition Managing Directors Fund III, LLC

  	
   

  	
  6,064

  	
   

  	
  4,961

  	
   

  
	
  Starr International Cayman, Inc.

  	
   

  	
  593,103

  	
   

  	
  485,266

  	
   

  
	
  SIG China Investments One, Ltd

  	
   

  	
  177,931

  	
   

  	
  145,580

  	
   

  
	
  JAFCO Asia Technology Fund II

  	
   

  	
  59,310

  	
   

  	
  48,527

  	
   

  
	
  Intel Capital Corporation

  	
   

  	
  118,621

  	
   

  	
  97,053

  	
   

  
	
  Investor Investments Asia Limited

  	
   

  	
  146,518

  	
   

  	
  119,879

  	
   

  
	
  Investor Group Asia LP

  	
   

  	
  62,794

  	
   

  	
  51,376

  	
   

  
	
  TOTAL

  	
   

  	
  1,870,000

  	
   

  	
  1,530,000

  	
   

  



 


14

















 


SCHEDULE B


 


NOTICES


 


	
  Series B Investor

  	
   

  	
  Address for Notices

  
	
   

  	
   

  	
   

  
	
  QIMING VENTURE PARTNERS, L.P.

  	
   

  	
  11400
  SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  Robert Headley

  Phone:  (425) 709-0772

  Fax:  (425) 709-0798

  
	
   

  	
   

  	
   

  
	
  QIMING MANAGING DIRECTORS FUND, L.P.

  	
   

  	
  11400
  SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  Robert Headley

  Phone:  (425) 709-0772

  Fax:  (425) 709-0798

  
	
   

  	
   

  	
   

  
	
  IGNITION VENTURE PARTNERS III, L.P.

  	
   

  	
  11400
  SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  Robert Headley

  Phone:  (425) 709-0772

  Fax:  (425) 709-079

  
	
   

  	
   

  	
   

  
	
  IGNITION MANAGING DIRECTORS FUND III, LLC

  	
   

  	
  11400
  SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  Robert Headley

  Phone:  (425) 709-0772

  Fax:  (425) 709-079

  
	
   

  	
   

  	
   

  
	
  STARR INTERNATIONAL CAYMAN, INC.

  	
   

  	
  Suite 1405-7, Two Exchange Square,

  8 Connaught Place

  Central, Hong Kong

  Attention: Mr Cesar Zalamea / Ms Elaine
  Zong

  Fax: 2905 1555

  
	
   

  	
   

  	
   

  
	
  SIG CHINA INVESTMENTS ONE, LTD

  	
   

  	
  [                     ]

  



 


15

















 


	
  JAFCO ASIA TECHNOLOGY FUND II

  	
   

  	
  c/o
  JAFCO Investment (Asia Pacific) Ltd

  6
  Battery Road

  #42-01
  Singapore 049909

  Attention:  The President

  Fax:
  +65 6221-3690

   

  With
  a copy to:

  JAFCO
  Investment (Hong Kong) Ltd.

  30/F
  Two International Finance Centre

  8
  Finance Street

  Central
  Hong Kong

  Attention:  General Manager

  Fax:
  +852 2536-1979

  
	
   

  	
   

  	
   

  
	
  INTEL CAPITAL CORPORATION 

  	
   

  	
  c/o
  Intel Semiconductor Ltd

  32/F
  Two Pacific Place

  88
  Queensway Central

  Hong
  Kong

  Attention:
  APAC Portfolio Manager

  Fax:
  +852 2240-3775

  
	
   

  	
   

  	
   

  
	
  INVESTOR INVESTMENTS ASIA LIMITED

  	
   

  	
  National
  Westminster House 

  Le Truchot, St Peter Port 

  Guernsey, GY1 4PW 

  Attention: Mr. Wayne Tallowin

  Fax:
  +44 1481 732 616 

  
	
   

  	
   

  	
   

  
	
  INVESTOR GROUP ASIA LP

  	
   

  	
  By
  Investor Group Asia G.P. Ltd, its General Partner 

  National Westminster House 

  Le Truchot, St Peter Port 

  Guernsey, GY1 4PW 

  Attention: Mr. Wayne Tallowin

  Fax:
  +44 1481 732 616 

  



 


16

















 


EXHIBIT A


 


NOTICE OF STOCK OPTION AWARD


 


Founder’s Name and Address:


 


 


You
(the “Founder”) have been granted
options to purchase Ordinary Shares (the “Options”)
by [                      ]
the (“Series B Investor”),
subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”) and an (the “Option Agreement”) attached hereto,
as follows.  The Options shall be held by
you.  Unless otherwise defined herein,
the terms defined in the Option Agreement shall have the same defined meanings
in this Notice.


 


	
  Vesting
  Commencement Date

  	
   

  	
   

  
	
  Exercise
  Price per Share

  	
   

  	
  $

  
	
  Total
  Number of Ordinary Shares

  	
   

  	
   

  
	
  Subject
  to the Options

  	
   

  	
   

  
	
  (the
  “Option Shares”)

  	
   

  	
   

  
	
  Total
  Exercise Price

  	
   

  	
  $

  
	
  Post-Termination
  Exercise Period:

  	
   

  	
  Three
  (3) Months

  



 


Vesting
Schedule:


 


Subject to the Founder’s Continuous Service the
Options may be exercised in whole or in part in accordance with the following
schedule:


 


Twenty-five
percent (25%) of the Option Shares shall vest twelve (12) months after the
Vesting Commencement Date, the second twenty-five percent (25%) of the Option
Shares shall vest twenty-four (24) months after the Vesting Commencement Date,
the third twenty-five percent (25%) of the Option Shares shall vest thirty-six
(36) months after the Vesting Commencement Date and the fourth twenty-five
percent (25%) of the Option Shares shall vest forty-eight (48) months after the
Vesting Commencement Date


 


During
any leave of absence of any Founder that is authorized by the Board, the
vesting of the Option Shares as provided in the above schedule shall be
suspended after the leave of absence exceeds a period of ninety (90) days.  Vesting of the Option Shares shall resume
upon the Founder’s termination of the leave of absence and return to service of
the Company or a Related Entity.  The
Vesting Schedule of the Option Shares shall be extended by the length of the
suspension.


 


IN WITNESS WHEREOF, the Series B Investor and the Founder have
executed this Notice and agree that the Options are to be governed by the terms
and conditions of this Notice and the Option Agreement.


 


[Series B Investor]


 


17

















 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


THE
FOUNDER ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTIONS SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE FOUNDER’S CONTINUOUS
SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR
ACQUIRING SHARES HEREUNDER).  THE FOUNDER
(INCLUDING ANY HOLDING COMPANY OF SUCH FOUNDER) FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER
UPON THE FOUNDER (INCLUDING ANY HOLDING COMPANY OF SUCH FOUNDER) ANY RIGHT WITH
RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE FOUNDER’S CONTINUOUS SERVICE,
NOR SHALL IT INTERFERE IN ANY WAY WITH THE FOUNDER’S RIGHT OR THE RIGHT OF THE
COMPANY OR RELATED ENTITY TO WHICH THE FOUNDER PROVIDES SERVICES TO TERMINATE
THE FOUNDER’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT
NOTICE.


 


The Founder acknowledges receipt of a copy of the Option Agreement, and
represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts the Options subject to all of the terms and provisions
hereof and thereof.  The Founder has
reviewed this Notice and the Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice, and
fully understands all provisions of this Notice and the Option Agreement.


 


The Founder further acknowledges and agrees that the Options are being
granted in full satisfaction of the Series B Investor’s obligation to
issue the Founder stock options and the Founder shall have no rights with
respect to any additional options.  In the event the Founder has previously
received any documentation with respect to this or any other prior option, the
Founder acknowledges and agrees that such documentation and option are of no
further force and effect and are superseded in their entirety by this Notice
and Option Agreement.


 


 


	
  Dated:
  

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
  Founder

  



 


18