Exhibit
10.7


 


SUPPLEMENTARY
AGREEMENT


 


This
SUPPLEMENTARY AGREEMENT (this “Supplementary  Agreement”) is made as
of July 15, 2009 by and among CHINACACHE INTERNATIONAL
HOLDINGS LTD., a company incorporated in the Cayman Islands (the “Company”); CONSOLIDATED CAPITAL
HOLDINGS, LTD., an
exempted company incorporated under the laws of the British Virgin Islands  (“CCH”); 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-2 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”.  The Company, CCH, the Founders and the Series B Investors shall
collectively be referred to as the “Parties” and each
individually referred to as a “Party”.


 


RECITALS


 


A.            The
Company, CCH, the Founders, Intel
Capital Corporation (“Intel”) and
the Series B Investors are parties to the
option agreement dated as of April 20, 2007 (the “Original Agreement”) in relation to the grant
of the Options by Intel Capital Corporation and the Series B Investors to
the Founders.   All capitalized terms used herein
without definition herein shall
have the meanings set forth in the Original
Agreement.


 


B.            Pursuant
to the Original Agreement, upon the date that the Company delivers the
2007 Accounts to the Series B Investors and
Intel Capital Corporation (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 Series B
Investor and Intel Capital Corporation shall grant to
each Founder an option (collectively, the “Options”)  to purchase such number of Option Shares
as set forth opposite such Series B Investor’s name on Schedule A to the Original Agreement.


 


C.            On
March 21, 2008, Intel entered into a Sale and Purchase Agreement with
Qiming Venture Partners, L.P., Qiming Managing Directors Fund, L.P., Ignition
Venture Partners III, L.P. and Ignition Managing Directors Fund III, LLC
(collectively, the “Intel Shares Buyers”) , where
by Intel transferred all of its 5,123,213 Series B Preferred Shares in the
Company to the Intel Shares Buyers (“Intel’s Transfer”).  Under the Sale and Purchase Agreement, the
title to, beneficial ownership of, and any risk attaching to, the sold shares,
together with all associated rights and benefits attaching thereto, shall be
passed on to the Intel Shares Buyers.  As
such, the Intel Shares Buyers shall assume Intel’s liability under the Original Agreement.


 


D.            The Parties, being the same parties to the Original
Agreement, wish to make the following amendment and clarification with regard
to the Original Agreement.


 


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


 


1.             Acknowledgment of Achievement of
Revenue Milestone.  Each of the Series B Investors
acknowledges and confirms that the 2007 Accounts was delivered to it on April 1,


 


1

















 


2008, and based on the
2007 Revenue as reflected in the 2007 Accounts, the Revenue Milestone has been achieved. 
The Parties acknowledge and agree that both the Vesting Commencement
Date and the Grant Date of the Options shall be April 1, 2008.


 


2.             Amendments to the
Original Agreement.  The Parties hereby agree to amend the Original Agreement in accordance with this Section 2.


 


2.1           Schedule A (Schedule of Options) of the Original Agreement
shall be deleted in its entirety and replaced with Schedule A-1 hereto.  Accordingly, the total number of Option
Shares issuable to the Founders, upon their full exercise of the Options, shall
be reduced from 3,400,000 to 2,400,000. 
The Parties agree, subject to the provisions of this
Supplementary Agreement, that the amendment to the Original Agreement as set out in this Section 2.1 shall take effect on the Grant Date (namely, April 1, 2008).


 


2.2           The Parties agree that,
due to Intel’s Transfer, the Options and the number of corresponding Option
Shares issuable by the Intel Shares Buyers to Wang Song shall be increased by
83,732 and to Jean Kou increased by 68,508 (the “Option
Transfer”).  As a result
of the Option Transfer, the Schedule of Option set forth in Schedule A-1
hereto shall be replaced by that shown on Schedule A-2 hereto.  The Option Transfer shall take effect on the
date on which Intel’s Transfer becomes effective.   Upon the effectiveness of Intel’s Transfer, Intel
shall have no further obligation under the Original Agreement and shall no
longer be a party to the Original Agreement.


 


2.3           The Parties agree,
subject to the provisions of this Supplementary Agreement, that section 17.2
(Arbitration) of the Original Agreement shall be amended by deleting the words “three
(3) arbitrators” in the sixth (6th) line and replacing them with the words “one (1) arbitrator”.  The Parties agree that the
amendment to section 17.2 of the Original Agreement as set out in this Section 2.2
shall take effect from the date of this Supplementary Agreement.


 


3.             Grant of the Option.  The Parties acknowledge and agree, subject to
and conditional upon Sections 2.1 and 2.2 above, that the Options shall be
deemed to have been granted to the Founders on April 1, 2008.


 


4.             Delivery of Notices.  By executing this Supplementary Agreement,
the Parties waive strict compliance with the time period set out in section 2.2
of the Original Agreement.  As soon as practicable following the execution of this Supplementary
Agreement, each of the Series B Investors shall send to each Founder the
Notice, in the form attached as Schedule
A of the Original Agreement, reflecting
the number of Option Shares granted to such
Founder, subject to the
amendment set out in Sections 2.1 and 2.2 above.


 


5.             Vested and Unvested Options.  Pursuant to Sections 1, 2.1, 2.2 and 3 above,
as of the date of this Supplementary Agreement, the Options corresponding to twenty-five
percent (25%) of the Option Shares,
namely 600,000 Option Shares, have vested and are accordingly available for
exercise by the Founders in accordance with the Original Agreement, and the
Options corresponding to a total of 1,800,000 Option Shares continue to be
subject to the Vesting Schedule.


 


2

















 


6.             Repurchase of Series B
Preferred Shares.  Subject to and
conditional upon Sections 2.1 and 2.2 above, each Series B Investor agrees
to transfer and sell to the Company, and the Company agrees to repurchase from
each Series B Investor, such number of Series B Preferred Shares as
set forth opposite such Series B Investor’s name on Schedule B
hereto, at a price equals to the par value of the Series B Preferred
Shares (the “Repurchase”).  The Parties agree to enter into all documents
and take all actions necessary to give effect to the Repurchase within ten (10) Business
Days following the date of this Supplementary Agreement.  The Parties acknowledge that the conversion
ratio between the Series B Preferred Shares and the Ordinary Shares is 1:1
as of the date of this Supplementary Agreement.


 


7.             Incorporation and Interpretation.


 


7.1           Except to the extent expressly amended by the provisions
of this Supplementary Agreement, the terms and conditions of the Original
Agreement and all other instruments and agreements executed, delivered or
entered into thereunder or pursuant thereto are hereby confirmed and shall
remain in full force and effect.


 


7.2           The Original Agreement and
this Supplementary Agreement shall be read and construed as one document and
this Supplementary Agreement shall be considered to be part of the Original
Agreement.  Accordingly, the term “Agreement” as used in the
Original Agreement, and all references to the Original Agreement, howsoever
expressed, in all other instruments and agreements executed thereunder or
pursuant thereto, shall for all purposes refer to the Original Agreement as
amended by this Supplementary Agreement.


 


8.             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.


 


9.             Dispute Resolution.


 


9.1           Negotiation Between Parties; Mediations.  The Parties agree to negotiate in good faith
to resolve any dispute between them regarding this Supplementary
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 (1) 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 (1) 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 Section 9.2 below.  This procedure shall
be a prerequisite before taking any additional action hereunder.


 


9.2           Arbitration.  In the event the Parties are unable to settle
a dispute between them regarding this Supplementary Agreement in accordance
with subsection (a) above, such dispute 


 


3

















 


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 one (1) arbitrator to be appointed according to the
UNCITRAL Rules; and (ii) the language of the arbitration shall be
English.  Notwithstanding anything in
this Supplementary 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 any of 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.


 


10.           JAFCO Rights. 
Any rights of JAFCO under this Agreement may, without prejudice to the
rights of JAFCO to exercise any such rights, be exercised by JAFCO Investment
(Asia Pacific) Ltd. (“JIAP”)
or any other fund manager of JAFCO or their nominees (“JAFCO Manager”), unless JAFCO has (a) given notice
to the other parties that any such rights cannot be exercised by JIAP or a JAFCO
Manager; and (b) not given notice to the other parties that such notice
which is given under this Section 9 has been revoked.


 


4

















 


IN
WITNESS WHEREOF, the Parties hereto
have executed this Supplementary 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

  



 


 


	
  CONSOLIDATED CAPITAL HOLDINGS, LTD.

  	
   

  	
  CHINACACHE
  INTERNATIONAL HOLDINGS LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: /s/ Xiao-Hong Kou

  	
   

  	
  By:  /s/ Xiao-Hong Kou

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  



 


 


Contacts:


 


6th Floor, Tower A, Xingke Plaza,


No. 10,
Jiuxianqiao Zhong Road,


Chaoyang
District, Beijing, P.R.China


Fax:
+86 10 6437 4251


 


5

















 


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


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  QIMING CORPORATE GP, LTD., a Cayman Islands company

  
	
   

  	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Managing Director

  
	
   

  	
   

  	
  Its:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  QIMING CORPORATE GP, LTD., a Cayman Islands company

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Managing Director

  
	
   

  	
   

  	
  Its:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  11400 SE Sixth Street

  
	
   

  	
  Suite 100, Bellevue,
  Washington 98004

  
	
   

  	
  Atten:

  	
  John Zagula

  
	
   

  	
  Phone:

  	
  (425) 709-0772

  
	
   

  	
  Fax:

  	
  (425) 709-0798

  
							



 


6

















 


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


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IGNITION GP III, LLC, a Delaware limited liability company

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Managing Director

  
	
   

  	
   

  	
  Its:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Managing Director

  
	
   

  	
  Its:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  11400 SE Sixth Street

  
	
   

  	
  Suite 100, Bellevue,
  Washington 98004

  
	
   

  	
  Atten:

  	
  John Zagula

  
	
   

  	
  Phone:

  	
  (425) 709-0772

  
	
   

  	
  Fax:

  	
  (425) 709-0798

  
						



 


7

















 


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


 


 


	
   

  	
  STARR INTERNATIONAL CAYMAN, INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Horvath

  
	
   

  	
  Name:

  	
  Michael J. Horvath

  
	
   

  	
  Title:

  	
  Associate Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  Suite 1405-7, Two Exchange Square

  
	
   

  	
  8 Connaught Place, Central, Hong Kong

  
	
   

  	
  Atten:  Mr Cesar Zalamea / Ms Elaine Zong

  
	
   

  	
  Email Address: elainezong@starrintl-asia.com

  
	
   

  	
  Fax: (852) 2905-1555

  



 


8

















 


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


 


 


	
   

  	
  SIG CHINA INVESTMENTS ONE, LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael L. Spolan

  
	
   

  	
  Name:

  	
  Michael L. Spolan

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  SIG Asia Investment LLLP

  
	
   

  	
   

  	
  authorized agent for

  
	
   

  	
   

  	
  SIG China Investments One, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  Suite 1504-05, Corporate Avenue

  
	
   

  	
  222 Hui Bin Road

  
	
   

  	
  Shanghai, China 200021

  
	
   

  	
  Fax: +86 21 61223488

  
	
   

  	
  Attn: Sharon Poh

  
	
   

  	
  Email Address: sharon.poh@sig.com

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
  Michael
  L. Spolan

  
	
   

  	
  Susquehanna
  Asia Investment, LLP

  
	
   

  	
  101
  California Street, Suite 3250

  
	
   

  	
  San Francisco, CA 94111

  



 


9

















 


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


 


 


	
   

  	
  JAFCO ASIA TECHNOLOGY FUND II

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Hiroshi Yamada

  
	
   

  	
  Name:

  	
  Hiroshi Yamada

  
	
   

  	
  Title:

  	
  Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  c/o
  JAFCO Investment (Asia Pacific) Ltd

  
	
   

  	
  6
  Battery Road

  
	
   

  	
  #42-01
  Singapore 049909

  
	
   

  	
  Fax:
  +65 6221-3690

  
	
   

  	
  Attn:
  The President

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
  JAFCO
  Investment (Hong Kong) Ltd.

  
	
   

  	
  30/F
  Two International Finance Centre

  
	
   

  	
  8
  Finance Street

  
	
   

  	
  Central
  Hong Kong

  
	
   

  	
  Fax:
  +852 2536-1979

  
	
   

  	
  Attn:
  General Manager

  



 


10

















 


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


 


 


	
   

  	
  INVESTOR INVESTMENTS ASIA LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Nicola McGall

  
	
   

  	
  Name:

  	
  Nicola McGall

  
	
   

  	
  Title:

  	
  “A” DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR GROUP ASIA LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Nicola McGall

  
	
   

  	
  Name:

  	
  Nicola McGall

  
	
   

  	
  Title:

  	
  “A” DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  Canada Court, Upland Road

  
	
   

  	
  St Peter Port

  
	
   

  	
  Guernsey, GY1 3BQ

  
	
   

  	
  Fax: +44 1481 732 616

  
	
   

  	
  Attn: Ms. Lisa Crawford

  
	
   

  	
  With an e-mail copy in PDF format to:

  
	
   

  	
  paul.choo@investorab.com,

  
	
   

  	
  investorab@abacusglobal.com,

  
	
   

  	
  marc.hollander@investorab.com,

  
	
   

  	
  robert.deheus@investorab.com and AMO@investorab.com

  



 


11














 


SCHEDULE A


 


SCHEDULE OF OPTIONS


 


A-1


 


	
  Series
  B Investor

  	
   

  	
  Options Shares to be

  Granted to Song Wang

  	
   

  	
  Options Shares to be

  Granted to Jean Kou

  	
   

  
	
  Qiming Venture Partners, L.P.

  	
   

  	
  346,496

  	
   

  	
  283,497

  	
   

  
	
  Qiming Managing Directors Fund, L.P.

  	
   

  	
  5,180

  	
   

  	
  4,238

  	
   

  
	
  Ignition Venture Partners III, L.P.

  	
   

  	
  146,437

  	
   

  	
  119,812

  	
   

  
	
  Ignition Managing Directors Fund III, LLC

  	
   

  	
  4,280

  	
   

  	
  3,502

  	
   

  
	
  Starr International Cayman, Inc.

  	
   

  	
  418,662

  	
   

  	
  342,542

  	
   

  
	
  SIG China Investments One, Ltd

  	
   

  	
  125,598

  	
   

  	
  102,762

  	
   

  
	
  JAFCO Asia Technology Fund II

  	
   

  	
  41,866

  	
   

  	
  34,254

  	
   

  
	
  Intel Capital Corporation

  	
   

  	
  83,732

  	
   

  	
  68,508

  	
   

  
	
  Investor Investments Asia Limited

  	
   

  	
  103,424

  	
   

  	
  84,620

  	
   

  
	
  Investor Group Asia LP

  	
   

  	
  44,325

  	
   

  	
  36,265

  	
   

  
	
  TOTAL

  	
   

  	
  1,320,000

  	
   

  	
  1,080,000

  	
   

  



 


A-2


 


	
  Series
  B Investor

  	
   

  	
  Options Shares to be 

  Granted to Song Wang

  	
   

  	
  Options Shares to be 

  Granted to Jean Kou

  	
   

  
	
  Qiming Venture Partners, L.P.

  	
   

  	
  420,744

  	
   

  	
  344,245

  	
   

  
	
  Qiming Managing Directors Fund, L.P.

  	
   

  	
  6,290

  	
   

  	
  5,146

  	
   

  
	
  Ignition Venture Partners III, L.P.

  	
   

  	
  154,573

  	
   

  	
  126,469

  	
   

  
	
  Ignition Managing Directors Fund III, LLC

  	
   

  	
  4,518

  	
   

  	
  3,697

  	
   

  
	
  Starr International Cayman, Inc.

  	
   

  	
  418,662

  	
   

  	
  342,541

  	
   

  
	
  SIG China Investments One, Ltd

  	
   

  	
  125,598

  	
   

  	
  102,762

  	
   

  
	
  JAFCO Asia Technology Fund II

  	
   

  	
  41,866

  	
   

  	
  34,254

  	
   

  
	
  Investor Investments Asia Limited

  	
   

  	
  103,424

  	
   

  	
  84,620

  	
   

  
	
  Investor Group Asia LP

  	
   

  	
  44,325

  	
   

  	
  36,265

  	
   

  
	
  TOTAL

  	
   

  	
  1,320,000

  	
   

  	
  1,080,000

  	
   

  



 


12

















 


SCHEDULE B


 


REPURCHASED SERIES B PREFERRED
SHARES


 


	
  Series
  B Investor

  	
   

  	
  No. of Series B Preferred
  Shares to 

  be Repurchased

  	
   

  
	
  Qiming Venture Partners, L.P.

  	
   

  	
  318,745

  	
   

  
	
  Qiming Managing Directors Fund, L.P.

  	
   

  	
  4,765

  	
   

  
	
  Ignition Venture Partners III, L.P.

  	
   

  	
  117,100

  	
   

  
	
  Ignition Managing Directors Fund III, LLC

  	
   

  	
  3,423

  	
   

  
	
  Starr International Cayman, Inc.

  	
   

  	
  317,166

  	
   

  
	
  SIG China Investments One, Ltd

  	
   

  	
  95,151

  	
   

  
	
  JAFCO Asia Technology Fund II

  	
   

  	
  31,717

  	
   

  
	
  Investor Investments Asia Limited

  	
   

  	
  78,353

  	
   

  
	
  Investor Group Asia LP

  	
   

  	
  33,580

  	
   

  
	
  TOTAL

  	
   

  	
  1,000,000

  	
   

  



 


13






 










 


SECOND
SUPPLEMENTARY AGREEMENT


 


This
SECOND SUPPLEMENTARY AGREEMENT (this “Agreement”)
is made as of May 14, 2010 by and among CHINACACHE INTERNATIONAL
HOLDINGS LTD., a company incorporated in the Cayman Islands (the “Company”); CONSOLIDATED CAPITAL
HOLDINGS, LTD., an exempted company
incorporated under the laws of the British Virgin Islands  (“CCH”); SONG WANG, an individual with PRC Identification Card No.:           ;
XIAO HONG KOU, an individual
with PRC Identification Card No.:           ;
STARR INTERNATIONAL CAYMAN, INC. (“Starr”), 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”.  The Company, CCH, the Founders, Starr and
the Series B Investors shall collectively be referred to as the “Parties” and each individually
referred to as a “Party”.


 


RECITALS


 


A.            On April 20, 2007,
the Company, CCH, the Founders, and the
then-current holders of Series B preferred shares of the Company (the “Series B Preferred Shares”)  entered into  an option agreement (the “Original Agreement”), pursuant to which on the date that
the Company delivers the audited consolidated financial statements for the
fiscal year ending on December 31, 2007, if the gross revenues (less tax)
reflected in such financial statements reaches certain milestone  (the “Revenue Milestone”), the then-current
holders of Series B Preferred Shares shall grant to the Key Parties options
(the “Options”) to purchase 3,400,000 Ordinary Shares of the Company (the “Option Shares”)
held by the then-current holders of
Series B Preferred Shares.  All capitalized terms used herein
without definition herein shall
have the meanings ascribed to them in the
Original
Agreement.


 


B.            In July 2009, a supplementary agreement to the Original Agreement (the “Option
Supplementary Agreement”)
was executed, which provides, among other things, that: (1) the
holders of Series B Preferred Shares acknowledge that the Company has achieved
the Revenue Milestone; (2) the total number of Option Shares issuable to the Founders upon their full exercise of the Options shall be
reduced from 3,400,000 to 2,400,000; and (3) since
Intel Capital Corporation transferred all of its Series B Preferred
Shares to Qiming Venture Partners, L.P. and
Qiming Managing Directors Fund, L.P.
(collectively “Qiming”), therefore, Qiming
shall assume Intel Capital
Corporation’s liability under the Original
Agreement.


 


C.            On April 30,
2010, a Sale and Purchase Agreement (the “Sale and Purchase
Agreement”) was entered into
by and among Starr, Qiming, Ignition Venture Partners III, L.P.
and Ignition Managing Directors Fund III, LLC
(“Ignition”), Investor Investments Asia Limited and Investor Group Asia LP (“IGC Asia”), SIG China Investments One, Ltd. (“SIG”), and Tiger Partners, L.P. (“Tiger”, together with Qiming, Ignition, SIG, Tiger and IGC Asia, the “Buyers”).  Pursuant to the Sale and Purchase Agreement, Starr agreed
to sell, and the Buyers agreed to purchase, 25,298,900 Series B Preferred
Shares and 2,372,825 Series C-2 Preferred Shares of the Company (the “Starr Transfer”).  Upon completion of the Starr Transfer, the
title to, beneficial ownership of, and any risk, obligations, rights, benefits,
privileges attaching or accruing to the 


 


1

















 


25,298,900
Series B Preferred Shares and 2,372,825 Series C-2 Preferred Shares shall be
passed to the Buyers with respect to the shares each
Buyer has purchased under the Starr Transfer.


 


D.            The Parties hereby wish to enter into this Agreement to
further amend the Original Agreement and the Option Supplementary Agreement to
reflect the Starr Transfer.


 


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


 


1.             Amendment to
Option Shares.  The Parties agree that, due to the Starr
Transfer, the Options and the number of corresponding Option Shares issuable to
the Founders by the current Series B Investors shall be amended (the “Amendment to Option Shares”).  Immediately after the Starr Transfer becomes
effective, Schedule A-1 and Schedule A-2 of the Option Supplementary Agreement
shall be deleted in their entirety and shall be replaced by that shown on Schedule
A hereto.  The Amendment to Option
Shares shall take effect from May 4, 2010,  the date of closing of the Starr Transfer (“Starr Transfer Closing Date”).


 


2.             Tiger’s Accession to the
Original Agreement and Option Supplementary Agreement.  Tiger hereby agrees and covenants
that, with effect from the Starr Transfer Closing Date, it acceded to the
Original Agreement and the Option Supplementary Agreement, and it is bound by the terms of the Original Agreement and the Option Supplementary Agreement in relation to its portion of Option Shares as set forth opposite its name in Schedule A
hereto (the “Tiger Option Shares”).  As
soon as practicable following the execution of
this Agreement, Tiger shall deliver to each Founder the Notice, in the form
attached as Schedule A of the Original Agreement, reflecting the respective number of Tiger Option Shares granted to such Founder.


 


3.             Release of Starr.  The Parties agree that, with effect from the
Starr Transfer Closing Date, Starr shall be released and discharged from any
further obligation under the Original Agreement and the Option Supplementary
Agreement and from all liabilities, claims and demands howsoever arising
thereunder, and each of the Buyers
shall accept the liability of Starr under the Original Agreement and the Option
Supplementary Agreement with respect to the shares such Buyer has purchased under the Starr Transfer.


 


4.             Incorporation and Interpretation.


 


4.1           Except to the extent expressly amended by the provisions
of this Agreement, the terms and conditions of the
Original Agreement and the Option Supplementary Agreement and all other
instruments and agreements executed, delivered or entered into thereunder or
pursuant thereto are hereby confirmed and shall remain in full force and
effect.


 


4.2           The Original Agreement,  the Option Supplementary Agreement and this Agreement shall be read and construed as one document
and this Agreement shall be considered to be part of the Original Agreement and the Option Supplementary Agreement.  Accordingly, the term “Agreement” as used in the
Original Agreement, and all references to the Original Agreement, howsoever
expressed, in all other instruments and agreements executed thereunder or
pursuant thereto, shall for all purposes refer to the Original Agreement as
amended by the Option Supplementary Agreement and this
Agreement.


 


2

















 


5.             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.


 


6.             Dispute Resolution.


 


6.1           Negotiation Between Parties; Mediations.  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 (1) 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 (1) 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 Section 5.2 below.  This procedure shall
be a prerequisite before taking any additional action hereunder.


 


5.2           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 one (1) arbitrator 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
any of 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.


 


7.             JAFCO Rights.  Any rights of JAFCO under this Agreement may,
without prejudice to the rights of JAFCO to exercise any such rights, be
exercised by JAFCO Investment (Asia Pacific) Ltd. (“JIAP”) or any other fund manager of JAFCO or their
nominees (“JAFCO Manager”),
unless JAFCO has (a) given notice to the other parties that any such rights
cannot be exercised by JIAP or a JAFCO Manager; and (b) not given notice to the
other parties that such notice which is given under this Section 7 has been revoked.


 


3

















 


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


 


 


	
  /s/
  Song Wang

  	
   

  	
  /s/
  Xiong-Hong Kou

  
	
  Song Wang , as an
  individual

  	
   

  	
  Xiao-Hong Kou , as an
  individual

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONSOLIDATED
  CAPITAL HOLDINGS, LTD.

  	
   

  	
  CHINACACHE
  INTERNATIONAL HOLDINGS LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Xiao-Hong Kou

  	
   

  	
  By

  	
  /s/
  Song Wang

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
					



 


 


Contacts:


 


6th Floor, Tower A, Xingke Plaza,


No.
10, Jiuxianqiao Zhong Road,


Chaoyang
District, Beijing, P.R.China


Fax: +86 10 6437 4251


 

















 


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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  QIMING CORPORATE GP, LTD., a Cayman Islands company

  
	
   

  	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Robert Headley

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  QIMING CORPORATE GP, LTD., a Cayman Islands company

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Robert Headley

  
	
   

  	
   

  	
  Its: 

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  	
   

  
	
   

  	
  11400 SE Sixth Street

  
	
   

  	
  Suite 100, Bellevue,
  Washington 98004

  
	
   

  	
  Atten:

  	
  John Zagula

  
	
   

  	
  Phone:

  	
  (425) 709-0772

  
	
   

  	
  Fax:

  	
  (425) 709-0798

  



 

















 


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


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  IGNITION GP III, LLC, a Delaware limited liability company

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Headley

  
	
   

  	
   

  	
  Its: 

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert Headley

  
	
   

  	
  Its: 

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  	
   

  
	
   

  	
  11400 SE Sixth Street

  
	
   

  	
  Suite 100, Bellevue,
  Washington 98004

  
	
   

  	
  Atten:

  	
  John Zagula

  
	
   

  	
  Phone:

  	
  (425) 709-0772

  
	
   

  	
  Fax:

  	
  (425) 709-079

  
					



 














 


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


 


 


	
   

  	
  STARR INTERNATIONAL
  CAYMAN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cesar Cabreza Zalamea

  
	
   

  	
  Name:

  	
  Cesar Cabreza Zalamea

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  Baarerstrasse 101

  
	
   

  	
  6300 Zug

  
	
   

  	
  Switzerland

  
	
   

  	
  Attention: Stuart Osborne

  
	
   

  	
   

  
	
   

  	
  With copy by email to:

  
	
   

  	
  stuart.osborne@starrintl.com

  
	
   

  	
   

  
	
   

  	
  With copy to:

  
	
   

  	
  c/o C.V. Starr Investment Advisors

  
	
   

  	
  (Asia) Limited

  
	
   

  	
  Suite 1901 & 1907-08, 19/F
  Central Plaza,

  
	
   

  	
  18 Harbour Road, Wanchai,

  
	
   

  	
  Hong Kong

  
	
   

  	
  Attention: John Lin / Jeffrey Lau

  
	
   

  	
  Fax Number: +852 2905 1555

  
	
   

  	
  With an email copy in PDF format to:

  
	
   

  	
  john.lin@cvstarr.com and

  
	
   

  	
  jeffrey.lau@cvstarr.com

  



 

















 


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


 


 


	
   

  	
  TIGER PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Treisman

  
	
   

  	
  Name:

  	
  Michael Treisman

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  c/o
  Tiger Management L.L.C.

  
	
   

  	
  101
  Park Avenue

  
	
   

  	
  New
  York, New York 10178

  
	
   

  	
  Attention:
  General Counsel

  
	
   

  	
  Fax:
  (646) 417-7809

  
	
   

  	
  With
  an email copy in PDF format to:

  
	
   

  	
  michael.treisman@tigerfund.com

  



 

















 


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


 


 


	
   

  	
  SIG CHINA INVESTMENTS ONE, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael L. Spolan

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  Suite 1504-05, Corporate Avenue

  
	
   

  	
  222 Hui Bin Road

  
	
   

  	
  Shanghai, China 200021

  
	
   

  	
  Fax: +86 21 61223488

  
	
   

  	
  Attn: Tim Gong

  
	
   

  	
  Email Address: sharon.poh@sig.com

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
  Michael
  L. Spolan

  
	
   

  	
  Susquehanna
  Asia Investment, LLP

  
	
   

  	
  101
  California Street, Suite 3250

  
	
   

  	
  San Francisco, CA 94111

  



 

















 


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


 


 


	
   

  	
  JAFCO ASIA TECHNOLOGY FUND II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Hiroshi Yamada

  
	
   

  	
  Name: 

  	
  Hiroshi Yamada

  
	
   

  	
  Title: 

  	
  Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  c/o
  JAFCO Investment (Asia Pacific) Ltd

  
	
   

  	
  6
  Battery Road

  
	
   

  	
  #42-01
  Singapore 049909

  
	
   

  	
  Fax:
  +65 6221-3690

  
	
   

  	
  Attn:
  The President

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
  JAFCO
  Investment (Hong Kong) Ltd.

  
	
   

  	
  Beijing
  Representative Office

  
	
   

  	
  Room 817

  
	
   

  	
  Beijing
  Fortune Building No. 5

  
	
   

  	
  Dong
  San Huan Bei Lu

  
	
   

  	
  Chao
  Yang District, Beijing 100004, China

  
	
   

  	
  Fax:
  +8610 6590 9729

  
	
   

  	
  Attention: Chief Representative

  
				



 

















 


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


 


 


	
   

  	
  INVESTOR INVESTMENTS ASIA LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicola McGall

  
	
   

  	
   

  	
  /s/ Robert de Heus

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR GROUP ASIA LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicola McGall

  
	
   

  	
   

  	
  /s/ Robert de Heus

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contacts:

  
	
   

  	
   

  
	
   

  	
  Canada Court, Upland Road

  
	
   

  	
  St Peter Port

  
	
   

  	
  Guernsey, GY1 3BQ

  
	
   

  	
  Fax: +44 1481 744 554

  
	
   

  	
  Attn: Ms. Lisa Barnett

  
	
   

  	
  With an e-mail copy in PDF format to: paul.choo@investorab.com,
  investorab@rbc.com, robert.deheus@investorab.com
  and AMO@investorab.com

  



 

















 


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.

  	
   

  	
  499,670

  	
   

  	
  408,821

  	
   

  
	
  Qiming Managing Directors Fund, L.P.

  	
   

  	
  7,470

  	
   

  	
  6,111

  	
   

  
	
  Ignition Venture
  Partners III, L.P.

  	
   

  	
  163,221

  	
   

  	
  133,545

  	
   

  
	
  Ignition Managing
  Directors Fund III, LLC

  	
   

  	
  4,771

  	
   

  	
  3,904

  	
   

  
	
  SIG China Investments
  One, Ltd

  	
   

  	
  224,495

  	
   

  	
  183,677

  	
   

  
	
  JAFCO Asia Technology
  Fund II

  	
   

  	
  41,866

  	
   

  	
  34,254

  	
   

  
	
  Investor Investments
  Asia Limited

  	
   

  	
  149,576

  	
   

  	
  122,380

  	
   

  
	
  Investor Group Asia LP

  	
   

  	
  64,104

  	
   

  	
  52,449

  	
   

  
	
  Tiger Partners, L.P.

  	
   

  	
  164,827

  	
   

  	
  134,859

  	
   

  
	
  TOTAL

  	
   

  	
  1,320,000

  	
   

  	
  1,080,000