Exhibit 4.4




 





 


THIRD
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 


by and among


 


SERIES
A INVESTORS


 


SERIES
B INVESTORS


 


SERIES
C INVESTORS


 


CHINACACHE
INTERNATIONAL HOLDINGS LTD.


 


and


 


THE
OTHER PARTIES NAMED HEREIN


 


August 13, 2010




 





 

















 


CHINACACHE INTERNATIONAL HOLDINGS LTD.


 


THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 


This THIRD AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT (this “Agreement”)
is entered into on August 13, 2010, by and among:


 


A.            ChinaCache International
Holdings Ltd. (the “Company”), a Cayman
Islands exempted company whose registered address is at the offices of Offshore
Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804,
George Town, Grand Cayman, Cayman Islands;


 


B.            ChinaCache Network
Technology (Beijing) Limited   (the “PRC Subsidiary”),
a wholly-foreign owned enterprise established under the laws of the PRC whose
registered address is at No. 8A, Langqiuyuan, Tayuan, Haidian District,
Beijing 100083, People’s Republic of China;


 


C.            Beijing Blue I.T.
Technologies Co., Ltd.  (“Beijing Blue I.T.”),  a 
limited liability company established under the laws of the PRC   whose registered address is at No. 8 A,
Langqiuyuan, Tayuan, Haidian District, Beijing 100083, PRC;


 


D.            Beijing Jingtian Technology
Co., Ltd.  (“Beijing Jingtian”), a 
limited liability company established under the laws of the PRC  whose registered address is at 2nd Floor, No 2 Building, Chuang Yin Hotel, No. 8A,
Langqiuyuan, Tayuan, Haidian District, Beijing, PRC;


 


E.             Shanghai Jnet Telcom Co., Ltd.
 (“Shanghai Jnet”), a 
limited liability company established under the laws of the PRC  whose registered address is at Suite 221,
No. 728 Guanghua Road, Minhang District, Shanghai, PRC;


 


F.             The Persons set forth on Annex B (the “Series A
Investors” and each a
“Series A Investor”);


 


G.            The Persons set forth on Annex C (the
“Series B Investors” and each
a “Series B Investor”);


 


H.            The Persons set forth on Annex D (the
“Series C Investors” and each
a “Series C Investor”);


 


I.              Consolidated Capital Holdings
Ltd. (“CCH”), a British Virgin Islands exempted
company  whose registered address is at
Omar Hodge Building, Wickhams Cay I, P.O. Box 362, Road Town, Tortola,
British Virgin Islands; and


 


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J.             Harvest Century
International Ltd. (“HCI”, together with CCH, the “Ordinary Shareholders”), a company organized in the British
Virgin Island whose registered address is at 3rd Floor, Omar Hodge Building, Wickhams Cay I, P.O. Box
362, Road Town, Tortola, British Virgin Islands; and


 


K.            Song Wang  (PRC Identity Card No. 110102196402071516) and Xiao-Hong Kou  (PRC
Identity Card No. 110106196111241242)  (each a “Key Party” and together, the “Key Parties”).


 


RECITALS


 


WHEREAS,
pursuant to the terms and conditions set forth in Series A Preferred
Shares Purchase Agreement dated September 16, 2005 (the “Series A Share Purchase Agreement”), the Company issued
to the Series A Investors an aggregate of 65,384,615 Series A
Preferred Shares of the Company.  Pursuant
to the terms and conditions set forth in Series B Preferred Shares
Purchase Agreement dated April 11, 2007 (the “Series B
Share Purchase Agreement”), the Company issued to the Series B
Investors (excluding Tiger) and Starr an aggregate of 80,765,142 Series B
Preferred Shares of the Company. Pursuant to the terms and conditions set forth
in Series C Share Purchase Agreement dated December 11, 2009 (the “Series C Share Purchase Agreement”), the Company issued
to certain Series C Investors an aggregate of 20,512,821 Series C-1
Preferred Shares of the Company and issued to the Lenders an aggregate of
11,831,308 Series C-2 Preferred Shares of the Company (through conversion
of the amounts owing on the Bridge Loans), and the Company repurchased from HCI
12,436,707 Ordinary Shares, immediately following which the Company issued
certain Series C Investors an aggregate of 12,436,707 Series C-3
Preferred Shares of the Company.


 


WHEREAS,
the Group Companies, the Key Parties, HCI, CCH, the Series A Investors,
the Series B Investors (excluding Tiger) and Starr are parties to the Second
Amended and Restated Investors’ Rights Agreement dated as of December 29,
2009 (the “Prior Agreement”).


 


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WHEREAS, on April 20, 2007, an Option Agreement
(the “Option Agreement”) was entered into by
and among the Company, CCH, the Key Parties, and the then-current holders of Series B
Preferred Shares, pursuant to which upon 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 an aggregate of 3,400,000 Ordinary Shares (the “Option
Shares”) held by the then-current holders of Series B Preferred
Shares.  In July 2009, the same
parties entered into a Supplementary Agreement (the “Option Supplementary
Agreement”), 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
Key Parties upon their full exercise of the Options shall be reduced from
3,400,000 to 2,400,000, and as a result, the Company shall repurchase from the
holders of Series B Preferred Shares a total of 1,000,000 Series B
Preferred Shares (the “Repurchase for Option”);
and (3) since Intel (Delaware) transferred all of its Series B Preferred Shares
to Qiming, therefore, Qiming shall assume Intel (Delaware)’s liability under
the Option Agreement.


 


WHEREAS,
on April 30, 2010, a Sale and Purchase Agreement (the “Sale and Purchase Agreement”) was entered into by and among
Starr International Cayman, Inc. (“Starr”) and
certain persons listed in the schedule thereto (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
closing of the Starr Transfer on May 4, 2010 (the “Starr
Transfer Closing Date”), the title to, beneficial ownership of, and
any risk, obligations, rights, benefits, privileges attaching or accruing to
the 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
of the Buyers has purchased under the Starr Transfer.  Since Starr transferred all of its Series B
Preferred Shares to the Buyers, therefore, the Buyers shall assume Starr’s liability
under the Option Agreement and the Option Supplementary Agreement with respect
to the shares each of the Buyers has purchased with effect from the Starr
Transfer Closing Date.


 


WHEREAS,
the parties wish to amend and restate the Prior Agreement to reflect the Starr
Transfer.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual
promises hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.             GENERAL MATTERS.


 


1.1           Definitions. 
Capitalized terms used herein without definition have the meanings
assigned to them in Annex A attached to this Agreement.  The use of any term defined in Annex A
in its uncapitalized form indicates that the words have their normal and
general meaning.


 


1.2           Pledge.  The
Company, each Key Party and each Ordinary Shareholder shall cause all parties
to this Agreement, other than the Investors, to perform their obligations under
this Agreement.


 


1.3           Termination of Prior Agreement.  The
parties to the Prior Agreement hereby agree that the Prior Agreement shall be
terminated and replaced by this Agreement in its entirety effective from and as
of the date of this Agreement.  Each of
the parties to the Prior Agreement acknowledges and agrees that it has no
claims outstanding under the Prior Agreement.


 


2.             INFORMATION AND INSPECTION RIGHTS.


 


2.1           Information and Inspection Rights Prior to a
Qualified IPO.


 


(a)           Information Rights.  The
Company covenants and agrees that, commencing on the date of this Agreement,
and for so long as any Investor holds any Investment Securities, the Company
will and will cause the Group Companies to, deliver to such Investor the
following with respect to the Company and its Subsidiaries:


 


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(i)           annual audited consolidated financial
statements within ninety (90) days after the end of each fiscal year, audited
in accordance with IAS or U.S. GAAP by a “Big Four” accounting firm approved by
the Series B Investors;


 


(ii)           monthly unaudited consolidated financial
statements within thirty (30) days after the end of each month;


 


(iii)          quarterly unaudited consolidated financial
statements within thirty (30) days after the end of each quarter;


 


(iv)          an annual consolidated budget for the
following fiscal year within forty-five (45) days prior to the end of each
fiscal year; and


 


(v)           promptly upon request from the Investor,
current versions of this Agreement and other related investment documents and
all documents relating to any subsequent financings by the Company, the
management of the Company or otherwise affecting the Preferred Shares or shares
issued upon conversion of the Preferred Shares, bearing the signatures of all
parties and of the Company’s Revised M&A bearing the file stamp of the appropriate
government authority, in each case with all amendments and restatements; the
copies of the documents to be provided under this Section 2.1 may be
delivered in either hardcopy or in Portable Document Format (PDF); and


 


(vi)          upon the request by the Investor, such other
information as the Investor shall reasonably request.


 


All financial statements to be provided to the
Investors pursuant to this Section 2.1 and pursuant to any other
Transaction Agreement, including the Revised M&A, shall be prepared in the
English language in accordance with IAS or U.S. GAAP and shall consolidate the
results of operations of the Group Companies.


 


(b)           Inspection Rights.  The
Company covenants and agrees that, commencing on the date of this Agreement,
and for so long as any Investor holds more than five hundred thousand (500,000)
Ordinary Shares, on an as-converted basis, such Investor or its appointee shall
have the right of inspection, including the right to access, examine and copy
all books or accounts of each Group Company and/or any of their respective
Subsidiaries, and to discuss the business, operations and conditions of each
Group Company and their respective Subsidiaries with their respective
directors, officers, employees, accounts, legal counsel and investment bankers.


 


(c)           Termination of Rights. 
Except as set forth in Sections 2.1(a)(v) and 2.2, the foregoing
information and inspection rights shall terminate upon the closing of the
Qualified IPO.


 


2.2           Information Rights After a Qualified IPO.  The
Company covenants and agrees that, for so long as any Investor holds any
Investment Securities, the Company will deliver to such Investor (i) promptly
after filing, copies of all of the Company’s annual and periodic reports made
available to its shareholders as well as all public reports (including any
periodic, interim, or extraordinary reports) filed with the Securities and
Futures Commission of the Hong Kong Special Administrative Region, the China
Securities and Regulatory Commission of the People’s Republic of China, the
U.S. Securities and Exchange Commission, or any other stock exchange or
securities 


 


4

















 


regulatory
authority, and (ii) promptly upon request, copies of current versions of
investment document and all documents relating to any subsequent financings by
the Company, or otherwise affecting the Investment Securities or the holders of
the Investment Securities, in each case with all amendments and
restatements.  This Section 2.2
shall survive any termination of this Agreement.


 


3.             REGISTRATION RIGHTS.


 


3.1           Applicability of Rights.  The
holders of the Investment Securities shall be entitled to the following rights
with respect to any potential public offering of Ordinary Shares of the Company
(or securities representing such Ordinary Shares) in the United States, and to
any analogous or equivalent rights with respect to any other offering of shares
in any other jurisdiction pursuant to which the Company undertakes to publicly
offer or list such securities for trading on a recognized securities exchange.


 


3.2           Definitions.  For
purposes of this Section 3:


 


(a)           Registration.  The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing
and filing a registration statement under the Securities Act, and the
declaration of effectiveness of such registration statement.


 


(b)           Registrable Securities.  The
term “Registrable Securities”
means: (1) Ordinary Shares of the Company issued or to issuable upon
conversion of the Series A Preferred Shares, the Series B Preferred
Shares and the Series C Preferred Shares issued (A) under each of the
Series A Share Purchase Agreement, the Series B Share Purchase
Agreement, and the Series C Share Purchase Agreement, and (B) pursuant
to the issuance of New Securities by the Company to the Investors pursuant to Section 4.1
hereof; (2) Ordinary Shares of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, any of the foregoing; (3) any other Ordinary Share owned
or hereafter acquired by any Investor, including Ordinary Shares issued in
respect of the Ordinary Shares described in (1)-(2) above upon any share
split, share dividend, recapitalization or a similar event; and (4) any
depositary receipts issued by an institutional depositary upon deposit of any
of the foregoing.  Notwithstanding the
foregoing, “Registrable Securities”
shall not include any Registrable Securities sold by a person in a transaction
in which rights under this Section 3 are not assigned in accordance with
this Agreement or any Registrable Securities sold in a public offering, whether
sold pursuant to Rule 144 promulgated under the Securities Act, or in a
registered offering, or otherwise.


 


(c)           Registrable Securities Then Outstanding.  The
number of shares of “Registrable Securities
then outstanding” shall mean the number of Ordinary Shares of the
Company that are Registrable Securities and are then issued and outstanding or
would be outstanding assuming full conversion of all Registrable Securities
which are convertible into Ordinary Shares.


 


(d)           Holder.  For
purposes of this Section 3, the term “Holder”
means any person who holds Registrable Securities of record, whether such
Registrable Securities were acquired directly from the Company or from another
Holder in a permitted transfer, to whom the rights under this Section 3
have been duly assigned in accordance with this Agreement; provided, 


 


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however, that for purposes of this Agreement, a
record holder of Series A Preferred Shares or Series B Preferred
Shares or Series C Preferred Shares convertible into such Registrable
Securities shall be deemed to be the Holder of such Registrable Securities; and
provided, further, that (i) the Company shall in no event be
obligated to register Series A Preferred Shares or Series B Preferred
Shares or Series C Preferred Shares and that (ii) Holders of
Registrable Securities will not be required to convert their Series A
Preferred Shares or Series B Preferred Shares or Series C Preferred
Shares into Ordinary Share in order to exercise the registration rights granted
hereunder, until immediately prior to the declaration of effectiveness of the
registration statement for the offering to which the registration relates.


 


(e)           Form S-3 and Form F-3.  The
terms “Form S-3” and “Form F-3” means such respective form
under the Securities Act as is in effect on the date hereof or any successor or
comparable registration form under the Securities Act subsequently adopted by
the SEC, which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.


 


3.3           Demand Registration.


 


(a)           Request by Holders.  If
the Company shall receive at any time after a Qualified IPO, a written request
from the Holders of at least ten percent (10%) of the Registrable Securities
then outstanding that the Company files a registration statement under the
Securities Act covering the registration of Registrable Securities pursuant to
this Section 3.3, then the Company shall, within ten (10) Business
Days after the receipt of such written request, give a written notice of such
request (the “Request Notice”) to
all Holders.  The Holders shall send a
written notice stating the number of Registrable Securities requested to be
registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business
Days after receipt of the Request Notice. 
The Company shall thereafter use its best efforts to effect, as soon as
practicable, the registration of the Request Securities, subject only to the
limitations of this Section 3.3; provided, however, that the
Company shall not be obligated to effect any such registration if the Company
has, within the six (6) month period preceding the date of such request,
already effected a registration under the Securities Act pursuant to this Section 3.3
or Section 3.5, or in which the Holders had an opportunity to participate
pursuant to the provisions of Section 3.4, other than a registration from
which the Registrable Securities of Holders have been excluded (with respect to
all or any portion of the Registrable Securities the Holders requested be
included in such registration) pursuant to the provisions of Section 3.4(a).


 


(b)           Underwriting.  If the
Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute
the Registrable Securities covered by their request by means of an
underwriting, then they shall so advise the Company as a part of their request
made pursuant to this Section 3.3 and the Company shall include such
information in the Request Notice referred to in Section 3.3(a).  In the event of an underwritten offering, the
right of any Holder to include its Registrable Securities in such registration
shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of such Holder’s Registrable Securities in the underwriting
(unless otherwise mutually agreed by a majority in interest of the initiating
Holders and such Holder) to the extent provided herein.  All Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement
in customary form with the managing underwriter or underwriters selected for
such underwriting by 


 


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the Holders of a
majority of the Registrable Securities being registered and reasonably
acceptable to the Company. 
Notwithstanding any other provision of this Section 3.3, if the
underwriter(s) advise(s) the Company in writing that marketing
factors require a limitation of the number of securities to be underwritten,
then the Company shall so advise all Holders of Registrable Securities which
would otherwise be registered and underwritten pursuant hereto, and the number
of Registrable Securities that may be included in the underwriting shall be
reduced as required by the underwriter(s) and allocated among the Holders
of Registrable Securities on a pro-rata basis according to the number of
Registrable Securities then outstanding held by each Holder requesting
registration (including the initiating Holders); provided, however,
that the number of shares of Registrable Securities to be included in such
underwriting and registration shall not be reduced (x) by more than 75%
and (y) unless all other securities are first entirely excluded from the
underwriting and registration including all shares that are not Registrable
Securities and are held by any other person, including any person who is an
employee, officer or director of the Company or any Subsidiary of the
Company.  Further, if, as a result of such underwriter cutback, the Holders cannot include
in the IPO all of the Registrable Securities that they have requested to be
included therein, then such Registration shall not be deemed to constitute one
of the three (3) demand Registrations to which the Holders are entitled
pursuant to this Section 3.  If any Holder disapproves of the terms of
any such underwriting, such Holder may elect to withdraw therefrom by
delivering a written notice to the Company and the underwriter(s), delivered at
least ten (10) Business Days prior to the effective date of the
registration statement.  Any Registrable
Securities excluded or withdrawn from such underwriting shall be excluded and
withdrawn from the registration.  For any
Holder that is a partnership, the Holder and the partners and retired partners
of such Holder, or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing persons, and
for any Holder that is a corporation, the Holder and all corporations that are
affiliates of such Holder, shall be deemed to be a single “Holder,” and any
pro-rata reduction with respect to such “Holder” shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such “Holder,” as defined herein.


 


(c)           Maximum Number of Demand Registrations.  The
Company shall have no obligation to effect more than three (3) registrations
pursuant to this Section 3.3.


 


(d)           Deferral. 
Notwithstanding the foregoing, if the Company shall furnish to the
Holders requesting the filing of a registration statement pursuant to this Section 3.3,
a certificate signed by the president or chief executive officer of the Company
stating that in the good faith judgment of the Board, it would be materially
detrimental to the Company and its shareholders for such registration statement
to be filed, then the Company shall have the right to defer such filing for a
period of not more than ninety (90) days after receipt of the request of the
Initiating Holders; provided, however, that the Company may not
utilize this right more than once in any twelve (12) month period; provided
further that during such ninety (90) day period, the Company shall not file
any registration statement pertaining to the public offering of any securities
of the Company.


 


(e)           Expenses.  The
Company shall pay all expenses (excluding only underwriting discounts and
commissions relating to the Registrable Securities sold by the Holders)
incurred in connection with any registration pursuant to this Section 3.3,
including all U.S. federal, “blue sky” and all foreign registration, filing and
qualification fees, printer’s and accounting fees, 


 


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the fees and
expenses (including disbursements) of outside counsels for the Holders and any
fee charged by any depositary bank, transfer agent or share registrar.  Each Holder participating in a registration
pursuant to this Section 3.3 shall bear such Holder’s proportionate share
(based on the total number of shares of Registrable Securities sold in such
registration other than for the account of the Company) of all discounts and
commissions relating to the Registrable Securities sold by the Holders.  Notwithstanding the foregoing, the Company
shall not be required to pay any expense of any registration proceeding begun
pursuant to this Section 3.3 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable
Securities to be registered, unless the Holders of a majority of the
Registrable Securities then outstanding agree that such registration
constitutes the use by the Holders of one (1) demand registration pursuant
to this Section 3.3 (in which case such registration shall also constitute
the use by all Holders of Registrable Securities of one (l) such demand
registration); provided further, however, that if at the time of
such withdrawal, the Holders have learned of a material adverse change in the
condition, business, or prospects of the Company not known to the Holders at
the time of their request for such registration and have withdrawn their
request for registration with reasonable promptness after learning of such
material adverse change, or if the registration proceeding is terminated for
any reason not specifically covered by this Section 3.3(e), then the
Company shall be required to pay all of such expenses and such registration
shall not constitute the use of a demand registration pursuant to this Section 3.3.


 


3.4           Piggyback Registrations.  The
Company shall notify all Holders of Registrable Securities in writing at least
thirty (30) days prior to filing of any registration statement under the
Securities Act for purposes of effecting a public offering of securities of the
Company (including registration statements relating to secondary offerings of
securities of the Company, but excluding registration statements relating to
any registration under Section 3.3 or Section 3.5 of this Agreement
or to any employee benefit plan or a corporate reorganization) and will afford
each such Holder an opportunity to include in such registration statement all
or any part of the Registrable Securities then held by such Holder.  Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by
such Holder shall within ten (10) Business Days after receipt of the
above-described notice from the Company, so notify the Company in writing, and
in such notice shall inform the Company of the number of Registrable Securities
such Holder wishes to include in such registration statement.  If a Holder decides not to include all of its
Registrable Securities in any registration statement thereafter filed by the
Company, such Holder shall nevertheless continue to have the right to include
any Registrable Securities in any subsequent registration statement or registration
statements as may be filed by the Company with respect to offerings of its
securities, all upon the terms and conditions set forth herein.


 


(a)           Underwriting.  If a
registration statement under which the Company gives notice under this Section 3.4
is for an underwritten offering, then the Company shall so advise the Holders
of Registrable Securities.  In such
event, the right of any such Holder’s Registrable Securities to be included in
a registration pursuant to this Section 3.4 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their
Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriters selected by the Company for such underwriting.  Notwithstanding any other provision of this
Agreement, if the managing 


 


8

















 


underwriter(s) determine(s) in
good faith that marketing factors require a limitation of the number of shares
to be underwritten, then the managing underwriter(s) may exclude shares
from the registration and the underwriting, and the number of shares that may
be included in the registration and the underwriting shall be allocated, first
to the Company, and second, to each of the Holders requesting inclusion
of their Registrable Securities in such registration statement on a pro-rata basis
based on the total number of Registrable Securities then held by each such
Holder; provided, however, that the right of the underwriter(s) to
exclude shares (including Registrable Securities) from the registration and
underwriting as described above shall be restricted so that (i) the number
of Registrable Securities included in any such registration is not reduced
below twenty-five percent (25%) of the aggregate number of Registrable
Securities for which inclusion has been requested, even if this will cause the
Company to reduce the number of shares it wishes to offer; and (ii) all
shares that are not Registrable Securities and are held by any other person,
including any person who is an employee, officer or director of the Company or
any Subsidiary of the Company shall first be excluded from such registration
and underwriting before any Registrable Securities are so excluded.  If any Holder disapproves of the terms of any
such underwriting, such Holder may elect to withdraw therefrom by delivering a
written notice to the Company and the underwriter(s) at least ten (10) Business
Days prior to the effective date of the registration statement.  Any Registrable Securities excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the registration.  For any Holder that is a partnership, the
Holder and the partners and retired partners of such Holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons, and for any Holder that is a
corporation, the Holder and all corporations that are affiliates of such
Holder, shall be deemed to be a single “Holder,” and any pro-rata reduction
with respect to such “Holder” shall be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included in
such “Holder,” as defined in this sentence.


 


(b)           Expenses.  The
Company shall pay all expenses (excluding only underwriting and brokers’
discounts and commissions relating to shares sold by the Holders) incurred in
connection with a registration pursuant to this Section 3.4, including all
U.S. federal, “blue sky” and all foreign registration, filing and qualification
fees, printers’ and accounting fees, the fees and expenses (including
disbursements) of outside counsels for the Holders and any fee charged by any
depositary bank, transfer agent or share registrar.  For the avoidance of doubt, the Company shall
pay all expenses incurred in connection with a registration pursuant to this Section 3.4
notwithstanding the cancellation or delay of the registration proceeding for
any reason.


 


(c)           Not Demand Registration. 
Registration pursuant to this Section 3.4 shall not be deemed to be
a demand registration as described in Section 3.3 above.  Except as otherwise provided herein, there
shall be no limit on the number of times the Holders may request registration
of Registrable Securities under this Section 3.4.


 


3.5           Form S-3 or Form F-3 Registration. 
After its initial public offering, the Company shall use its best
efforts to qualify for registration on Form S-3 or Form F-3 or any
comparable or successor form promptly and to maintain such qualification
thereafter.  If the Company is qualified
to use Form S-3 or Form F-3, any Holder or Holders shall have a right
to request in writing that the Company effect a registration on either Form S-3
or Form F-3 and any related qualification or compliance with respect to
all or a part of the Registrable Securities owned by such Holder or


 


9














 


Holders, and upon
receipt of each such request, the Company shall perform the tasks set out in
paragraphs (a) and (b) below:


 


(a)           Notice.  promptly
give written notice of the proposed registration and the Holder’s or Holders’
request therefor, and any related qualification or compliance, to all other
Holders of Registrable Securities; and


 


(b)           Registration.  as soon as
practicable, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Holders or Holders’ Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any other Holder or Holders joining in such
request as are specified in a written request given within twenty (20) days
after the date on which the Company provides the notice contemplated by Section 3.5(a);
provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance pursuant to this Section 3.5:


 


(i)            if Form S-3 or Form F-3 becomes
unavailable for such offering by the Holders;


 


(ii)           if the Holders, together with the holders of
any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at an
aggregate price of less than US$1,000,000 to the public; or


 


(iii)          if the Company has, within the six (6) month
period preceding the date of such request, already effected a registration
under the Securities Act other than a registration from which the Registrable
Securities of Holders have been excluded (with respect to all or any portion of
the Registrable Securities the Holders requested be included in such
registration) pursuant to the provisions of Section 3.4(a).


 


(c)           Expenses.  The
Company shall pay all expenses (excluding only underwriting or brokers’
discounts and commissions relating to shares sold by the Holders) incurred in
connection with each registration requested pursuant to this Section 3.5,
including all U.S. federal, “blue sky” and all foreign registration, filing and
qualification fees, printers’ and accounting fees, the fees and expenses
(including disbursements) of outside counsels for the Holders and any fee
charged by any depositary bank, transfer agent or share registrar.  For the avoidance of doubt, the Company shall
pay all expenses incurred in connection with a registration pursuant to this Section 3.5
notwithstanding the cancellation or delay of the registration proceeding for
any reason.


 


(d)           Maximum Frequency. 
Except as otherwise provided herein, there shall be no limit on the
number of times the Holders may request registration of Registrable Securities
under this Section 3.5.


 


(e)           Deferral.  Notwithstanding
the foregoing, if the Company shall furnish to Holders requesting the filing of
a registration statement pursuant to this Section 3.5, a certificate
signed by the president or chief executive officer of the Company stating that
in the good faith judgment of the Board, it would be materially detrimental to
the Company and its shareholders for


 


10

















 


such Form S-3
or Form F-3 registration statement to be filed, then the Company shall
have the right to defer such filing for a period of not more than ninety (90)
days after receipt of the request of the initiating Holders; provided, however,
that the Company may not utilize this right more than once in any twelve (12)
month period; provided further that during such ninety (90) day period,
the Company shall not file any registration statement pertaining to the public
offering of any securities of the Company.


 


(f)            Not Demand Registration.  Form S-3
or Form F-3 registrations shall not be deemed to be demand registrations
as described in Section 3.3 above.


 


(g)           Underwriting.  If the
requested registration under this Section 3 is for an underwritten
offering, the provisions of Section 3.3(b) shall apply.


 


If the Company fails to perform any of the Company’s
obligations set forth above in this Section 3.5 relating to a demand
registration made pursuant to Section 3.3, such registration shall not
constitute the use of a demand registration under Section 3.3.


 


3.6          Obligations of the Company. 
Whenever required to effect the registration of any Registrable
Securities under this Agreement, the Company shall, as soon as practicable:


 


(a)           Registration Statement. 
Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use its best efforts to cause such registration
statement to become effective, and keep any such registration statement
effective for a period of one (1) year or until the Holder or Holders have
completed the distribution described in the registration statement relating
thereto, whichever is earlier;


 


(b)           Amendments and Supplements. 
Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities
covered by such registration statement;


 


(c)           Prospectuses.  Furnish to
the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by them that are included in
such registration;


 


(d)           Blue Sky.  Use its
best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that
the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions;


 


(e)           Deposit Agreement.  If
the registration relates to an offering of depositary shares or other
securities representing Ordinary Shares deposited pursuant to a deposit
agreement or similar facility, cause the depositary under such agreement or
facility to accept for deposit under such agreement or facility all Registrable
Securities requested by each Holder to be included in such registration in
accordance with this Section 3.


 


11

















 


(f)            Underwriting.  In the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement in usual and customary form, with
the managing underwriter(s) of such offering.  Each Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement;


 


(g)           Notification.  Notify
each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;


 


(h)           Opinions and Comfort Letter. 
Furnish, at the request of any Holder requesting registration of
Registrable Securities, on the date that such Registrable Securities are
delivered to the underwriter(s) for sale, if such Registrable Securities
are being sold through underwriters, or, if such Registrable Securities are not
being sold through underwriters, on the date that the registration statement
with respect to such Registrable Securities becomes effective, (i) opinions,
each dated as of such date, of the counsels representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering and reasonably satisfactory to
Holders representing a majority of the Registrable Securities requested to be
registered, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities and (ii) a “comfort
letter” dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering and reasonably satisfactory to Holders representing a majority
of the Registrable Securities requested to be registered, addressed to the
underwriters, if any, and to the Holders requesting registration of Registrable
Securities.


 


3.7          Furnish Information.  It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to Sections 3.3, 3.4 or 3.5 that the Holders shall furnish to
the Company information regarding such Holders, the Registrable Securities held
by them and the intended method of disposition of such Registrable Securities
as shall reasonably be required to timely effect the Registration of their
Registrable Securities.


 


3.8          Indemnification.  In
the event any Registrable Securities are included in a registration statement
under Sections 3.3, 3.4 or 3.5:


 


(a)           By the Company.  To
the extent permitted by law, the Company shall indemnify and hold harmless each
Holder and its Affiliates, partners, officers, directors, employee, legal
counsel, agent, any underwriter (as determined in the Securities Act) for such
Holder and each person, if any, who Controls such Holder or underwriter within
the meaning of the Securities Act or the Exchange Act against any losses,
claims, damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the Exchange Act or other applicable law,
insofar as such losses, claims, damages, or liabilities or actions in respect
thereof arise out of or are based upon any of the following statements,
omissions or violations (collectively a “Violation”):


 


12

















 


(i)            any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto;


 


(ii)           the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading, or


 


(iii)          any violation or alleged violation of the
Securities Act, the Exchange Act, any federal or state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or other
applicable law in connection with the offering covered by such registration
statement;


 


and the Company shall reimburse each such Holder
and its Affiliates, partners, officers, directors, employees, legal counsel,
agents, underwriters or controlling person for any legal or other expenses
reasonably incurred by them, in connection with investigating or defending any
such loss, claim, damage, liability or action; provided,  however, that the indemnity contained
in this Section 3.8(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Company, which consent shall not be
unreasonably withheld, conditioned or delayed, nor shall the Company be liable
in any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished expressly for use in
connection with such registration by such Holder, underwriter or controlling
person of such Holder.


 


(b)           By Selling Shareholders.  To
the extent permitted by law, each selling Holder, on a several and not joint
basis, will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each person,
if any, who Controls the Company, any underwriter and any other Holder selling
securities under such registration statement or any of such other Holder’s
partners, directors, officers, legal counsel or any person who Controls such
Holder within the meaning of the Securities Act or the Exchange Act, against
any losses, claims, damages or liabilities (joint or several) to which the
Company or any such director, officer, legal counsel, controlling person,
underwriter or other such Holder, partner or director, officer or controlling
person of such other Holder may become subject under the Securities Act, the
Exchange Act or other applicable law, insofar as such losses, claims, damages
or liabilities or actions in respect thereto arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in the Company’s reasonable reliance upon and in conformity
with written information furnished by such Holder expressly for use in
connection with such registration; and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling person, underwriter or other Holder, partner,
officer, director or controlling person of such other Holder in connection with
investigating or defending any such loss, claim, damage, liability or action: provided,
however, that the indemnity contained in this Section 3.8(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld; and provided  further
that the total amounts payable in indemnity by a Holder under this Section 3.8(b) plus
any amount under Section 3.8(e) in respect of any Violation shall not
exceed


 


13

















 


the net proceeds
received by such Holder in the registered offering out of which such Violation
arises.


 


(c)           Notice.  Promptly
after receipt by an indemnified party under this Section 3.8 of notice of
the commencement of any action, including any governmental action, such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 3.8, deliver to the indemnifying
party a written notice of the commencement thereof (a “Claim Notice”) and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have
the right to retain its own counsel, with the fees and expenses to be paid by
the indemnifying party, (i) during the period from the delivery of a Claim
Notice until retention of counsel by the indemnifying party; and (ii) if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential conflict
of interests between such indemnified party and any other party represented by
such counsel in such proceeding.  The
failure to deliver a written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall relieve such indemnifying
party of liability to the indemnified party under this Section 3.8 to the
extent the indemnifying party is prejudiced as a result thereof, but the
omission to deliver a written notice to the indemnified party will not relieve
it of any liability that it may have to any indemnified party otherwise than
under this Section 3.8.


 


(d)           Defect Eliminated in Final Prospectus.  The
foregoing indemnity of the Company and Holders are subject to the condition
that, insofar as they relate to any Violation made in a preliminary prospectus
but eliminated or remedied in the amended prospectus on file with the SEC at
the time the registration statement in question becomes effective or the
amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the
“Final Prospectus”), such
indemnity shall not inure to the benefit of any person if a copy of the Final
Prospectus was timely furnished to the indemnified party and was not furnished
to the person asserting the loss, liability, claim or damage at or prior to the
time such action is required by the Securities Act.


 


(e)           Contribution.  In order
to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any Holder exercising
rights under this Agreement, or any controlling person of any such Holder,
makes a claim for indemnification pursuant to this Section 3.8 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 3.8 provides for
indemnification in such case, or (ii) contribution under the Securities
Act may be required on the part of any such selling Holder or any such
controlling person in circumstances for which indemnification is provided under
this Section 3.8; then, and in each such case, the Company and such Holder
will contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after contribution from others) in such proportion
so that such Holder is responsible for the portion represented by the
percentage that the public offering price of its Registrable Securities offered
by and sold under the registration statement bears to the public offering price
of all securities offered by and sold under such registration statement, and
the Company and other selling Holders are responsible for the remaining
portion; provided, however, that, in any such case: (A) no
such Holder will be required


 


14

















 


to contribute any
amount in excess of the net proceeds received by such Holder pursuant to such
registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation as defined in Section 11(f) of the Securities Act
will be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation.


 


(f)            Survival.  The
obligations of the Company and Holders under this Section 3.8 shall
survive for six (6) years after the completion of any offering of
Registrable Securities in a registration statement, regardless of the
expiration of any statutes of limitation or extensions of such statutes.


 


3.9          Rule 144 Reporting. 
With a view to making available to the Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities
to the public without registration, the Company agrees to:


 


(a)           Make and keep public information
available, as those terms are understood and defined in Rule 144 or any
similar or analogous rule promulgated under the Securities Act, at all
times after the effective date of the first registration filed by the Company
for an offering of its securities to the general public;


 


(b)           File with the SEC, in a timely
manner, all reports and other documents required of the Company under the
Securities Act or the Exchange Act, at all times after the effective date of
the first registration under the Securities Act filed by the Company;


 


(c)           So long as a Holder owns any
Registrable Securities, furnish to such Holder forthwith upon request, (i) a
written statement by the Company as to its compliance with the reporting
requirements of said Rule 144 of the Securities Act, and of the Exchange
Act (at any time after it has become subject to such reporting requirements, (ii) a
copy of the most recent annual, interim, quarterly or other report of the
Company and, (iii) such other reports and documents as a Holder may
reasonably request availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.


 


3.10        Termination of the Company’s
Obligations.  Notwithstanding the foregoing,
the Company shall have no obligations pursuant to Sections 3.3, 3.4 or 3.5 with
respect to any Registrable Securities proposed to be sold by a Holder in a
registered public offering (i) five (5) years after the consummation
of a Qualified IPO, or (ii), if, in the opinion of counsel to the Company, all
such Registrable Securities proposed to be sold by a Holder may then be sold
under Rule 144 in one transaction without exceeding the volume limitations
thereunder.


 


3.11        No Registration Rights to Third
Parties.  Without the prior written consent of the
Holders of more than fifty percent (50%) of the Registrable Securities then
outstanding, the Company covenants and agrees that it shall not grant, or cause
or permit to be created, for the benefit of any person or entity any
registration rights of any kind, whether similar to the demand, “piggyback” or Form S-3
or Form F-3 registration rights described in this Section 3, or
otherwise, relating to any shares or other securities of the Company, other
than rights that are subordinate to the rights of the Holders hereunder.


 


15

















 


3.12        “Market Stand-Off” Agreement. 
Each Holder hereby agrees that, if and to the extent requested by the
lead underwriter of securities of the Company in connection with a registration
relating to a specific proposed public offering (other than a registration on Form S-8
or a related or successor form relating solely to an employee benefit plan or a
registration on Form S-4 or a related or successor form relating solely to
a transaction under SEC Rule 145), such Holder will, subject to the
following conditions, enter into a lock-up or standoff agreement in customary
form (subject to the following conditions) under which such Holder agrees not
to sell or otherwise transfer or dispose of any Registrable Securities or other
shares of the Company owned by such Holder as of the date of such registration
for up to one hundred eighty (180) days following the effective date of the
related registration statement.  The
obligations of each Holder under this Section 3.12 are subject to the
following conditions: (i) the lockup or standoff agreement applies only to
the first registration statement of the Company which covers securities to be
sold on its behalf to the public in an underwritten offering, but not to
Registrable Securities actually sold pursuant to such registration statement; (ii) such
Holder is satisfied that all directors, officers, and holders of 1% or more of
any class of securities of the Company are bound by substantially identical
restrictions; (iii) the lockup or standoff agreement provides that if any
securities of the Company are to be excluded or released in whole or part from
such restrictions, the underwriter shall so notify each Holder within three (3) days
and each Holder shall be excluded or released, in proportionate amounts to the
extent of the exclusion or release with respect to any other holder of Company’s
securities, including any director, officer, or holder of 1% or more of any
class of securities of the Company subject to such restrictions; and (iv) the
lockup or standoff agreement by its terms permits transfers of Registrable
Securities by any Holder to any Affiliate of such Holder during the restricted
period, provided that such Affiliate executes a lock-up or standoff agreement
substantively identical to that signed by the transferring Holder.  The lock-up or standoff agreement shall
expire no later than ninety (90) days after execution by the Holder if no
underwritten public offering has occurred by the date of such execution.  The Company may impose a stop-transfer
restriction with respect to Registrable Securities that are that are subject to
any such lockup or standoff agreement, but shall remove such restriction
immediately upon the expiration or termination of such lockup or standoff agreement.


 


3.13        Public Offering Rights (Non-U.S.
Offerings).  If shares of the Company are
offered in an underwritten public offering (whether or not a Qualified IPO)
outside of the United States for the account of any Ordinary Shareholder or
other shareholders, each Holder shall have the right to include a pro-rata
number of shares (based on the number of shares (on an as - converted basis)
then held by such Holder and all other shareholders of the Company selling in
such offering) in such offering on terms and conditions no less favorable to
the Holders than to any other selling shareholder.


 


3.14        Re-sale Rights. 
The Company shall use its best efforts to assist each Holder in the sale
or disposition of its Registrable Securities after a Qualified IPO, including
the prompt delivery of applicable instruction letters by the Company and legal
opinions from the Company’s counsels in forms reasonably satisfactory to the
Holder’s counsel.  In the event the
Company has depositary receipts listed or traded on any stock exchange or
inter-dealer quotation system, the Company shall pay all costs and fees related
to such depositary facility, including conversion fees and maintenance fees for
Registrable Securities held by the Holders.


 


16

















 


4.             RIGHT OF PARTICIPATION.


 


4.1          With Respect to Issuance of New
Securities:


 


(a)           General. 
Each of the Investors and any of its Affiliates to which rights under
this Section 4 have been duly assigned in accordance with Section 6.1
(each of the Investors and their assignees being hereinafter referred to as a “Participation Rights Holder”) shall have a
right of first refusal to purchase such a Pro Rata Share of all or any part of
the New Securities that the Company may from time to time issue after the date
of this Agreement (the “Right of
Participation”).


 


(b)           Pro Rata Share. 
A Participation Rights Holder’s “Pro
Rata Share” is the ratio of (a) the number of Registrable
Securities then held by such Participation Rights Holder, to (b) the total
number of Ordinary Shares (assuming conversion of all convertible securities)
then outstanding immediately prior to the issuance of New Securities giving rise to the Right of
Participation.


 


(c)           New Securities.  “New Securities” shall mean any Preferred Shares, Ordinary Shares or
other voting shares of the Company, whether now authorized or not, and rights,
options or warrants to purchase such Preferred Shares, Ordinary Shares and
securities of any type whatsoever that are, or may become, convertible or
exchangeable into such Preferred Shares, Ordinary Shares or other voting
shares, provided, however, that the term “New Securities” shall not include:


 


(i)            any Series A Preferred Shares issued
under the Series A Share Purchase Agreement, securities convertible into Series A
Preferred Shares (including Series A Preferred Shares issued as a result
of the exercise of certain warrants of the Company) or Ordinary Shares issued
upon conversion of the Series A Preferred Shares authorized; any Series B
Preferred Shares issued under the Series B Share Purchase Agreement,
securities convertible into Series B Preferred Shares (including Series B
Preferred Shares issued as a result of the exercise of certain warrants of the
Company) or Ordinary Shares issued upon conversion of the Series B
Preferred Shares authorized; any Series C Preferred Shares issued under
the Series C Share Purchase Agreement, securities convertible into Series C
Preferred Shares or Ordinary Shares issued upon conversion of the Series C
Preferred Shares authorized;


 


(ii)           any securities issued in connection with any
share split, share dividend or other similar event in which all Participation
Rights Holders are entitled to participate on a pro rata basis;


 


(iii)          in the aggregate up to 22,600,000 Ordinary
Shares issued or issuable to officers, directors, employees and consultants of
the Company pursuant to any equity plan or incentive arrangement approved by
the Directors;


 


(iv)          those issued as a dividend or distribution
on any Preferred Shares or any event for which adjustment is made;


 


(v)           any securities issued pursuant to the
acquisition of another corporation or entity by the Company by consolidation,
merger, purchase of assets, or other reorganization in which the Company
acquires, in a single transaction or series of related


 


17

















 


transactions, a
majority of the assets, voting power or equity ownership of such other
corporation or entity; and


 


(vi)          any securities offered in an underwritten
registered public offering by the Company.


 


(d)           Procedures.


 


(i)            First Participation Notice.  In
the event that the Company proposes to undertake an issuance of New Securities
in a single transaction or a series of related transactions, it shall give to
each Participation Rights Holder a written notice of its intention to issue New
Securities (the “First Participation Notice”),
describing the amount, the type and the price of New Securities and the general
terms upon which the Company proposes to issue such New Securities.  Each Participation Rights Holder shall be
entitled to purchase such Participation Rights Holder’s Pro Rata Share of such
New Securities at the price and upon the terms and conditions specified in the
First Participation Notice by giving a written notice to the Company and
stating therein the number of New Securities to be purchased (such number shall
not exceed such Participation Rights Holder’s Pro Rata Share) within twenty
(20) Business Days from the date of such First Participation Notice.  If any Participation Rights Holder fails to
send such written notice within the prescribed time period, then the right of
such Participation Rights Holder to purchase its Pro Rata Share hereunder shall
be forfeited.


 


(ii)           Second Participation Notice; Oversubscription.  If
any Participating Rights Holder fails to exercise its Right of Participation in
accordance with subsection (d)(i) above, the Company shall promptly give a
written notice (the “Second Participation
Notice”) to the Participating Rights Holders who agreed to exercise
their Right of Participation (the “Rights
Participants”) in accordance with subsection (d)(i) above.  Each Rights Participant shall have five (5) Business
Days from the date of the Second Participation Notice (the “Second Participation Period”) to notify the
Company of its desire to purchase more than its Pro Rata Share of the New
Securities, stating the number of the additional New Securities it proposes to
purchase.  Such notice may be made by
telephone if followed by a written confirmation within two (2) Business
Days from the date of verbal notice.  If
as a result thereof, such oversubscription exceeds the total number of the
remaining New Securities available for purchase, the oversubscribing Rights
Participants will be cut back by the Company with respect to their
oversubscriptions to that number of remaining New Securities equal to the
product obtained by multiplying (i) the number of the remaining New
Securities available for subscription by (ii) a fraction the numerator of
which is the number of Registrable Securities held by each oversubscribing
Rights Participant and the denominator of which is the total number of
Registrable Securities held by all the oversubscribing Rights
Participants.  Each oversubscribing
Rights Participant shall be obligated to purchase such number of additional New
Securities as determined by the Company pursuant to this subsection (d)(ii) and
the Company shall so notify the Rights Participants within fifteen (15)
Business Days from the date of the Second Participation Notice.


 


(e)           Failure to Exercise.  (i) In
the event Participation Rights Holders do not exercise the Right of
Participation with respect to all New Securities described in the First
Participation Notice, after twenty (20) days following the date of the First
Participation Notice, or (ii) upon the expiration of the Second
Participation Period, the Company shall have a period of


 


18

















 


ninety (90) days
thereafter to sell the New Securities described in the First Participation
Notice (with respect to which the Right of Participation was not fully
exercised) at the same or a higher price and upon non-price terms not more
favorable to the purchasers thereof than specified in the First Participation
Notice.  In the event that the Company
has not issued and sold such New Securities within such prescribed period, then
the Company shall not thereafter issue or sell any New Securities without first
offering such New Securities to the Participation Rights Holders pursuant to
this Section 4.


 


(f)            Termination.  The Right
of Participation shall terminate upon the completion of a Qualified IPO.


 


4.2          With Respect to Shares Owned by the Ordinary
Shareholders:


 


(a)           Restriction on Transfers. 
Subject to Section 10.1, an Ordinary Shareholder may not sell,
transfer, pledge, hypothecate, encumber or otherwise dispose of its Shares to
any Person, whether directly or indirectly, except in compliance with this Section 4.2
and Section 5.


 


(b)           Notice of Sale.  If
an Ordinary Shareholder (the “Selling
Shareholder”) proposes to sell or transfer any of its Shares (the “Transfer Shares”), then the Selling
Shareholder shall promptly give a written notice (the “Transfer Notice”) to the Company and to
each Investor, which Transfer Notice shall
include the number of Transfer Shares to be sold or transferred and the nature
of such sale or transfer, (ii) the identity (identities) (including name(s) and
address(es)) of the prospective transferee(s), and (iii) the consideration
and the material terms and conditions upon which the proposed sale or transfer
is to be made. The Transfer Notice shall certify that the Selling Shareholder
has received a firm offer from the prospective transferee(s) and in good
faith believes a binding agreement for the sale or transfer is obtainable on
the terms set forth in the Transfer Notice. 
The Transfer Notice shall also include a copy of any written proposal,
term sheet or letter of intent or other agreement relating to the proposed
Transfer.


 


(c)           Notice
of Purchase.  Each Investor shall be entitled to purchase
all or any part of such Investor’s pro rata share of the Transfer Shares at the
price and upon the terms and conditions specified in the Transfer Notice by
giving a written notice to the Selling Shareholder within twenty (20) Business
Days after the date of the Transfer Notice stating therein the number of
Transfer Shares to be purchased.  If an Investor exercises such right and
notifies the Selling Shareholder of the number of Transfer Shares to be
purchased, then such Investor shall complete the purchase of the Transfer
Shares on the same terms and conditions as those set out in the Transfer
Notice.  A failure by an Investor to
respond within such prescribed period shall constitute a decision by such
Investor not to exercise its right to purchase such Transfer Shares.  For
purposes of this clause (c), each Investor’s pro rata share of the Transfer
Shares shall be equal to the number of Transfer Shares, multiplied by a
fraction, the numerator of which shall be the number of Ordinary Shares  (on an as-converted basis) held by such
Investor on the date of the Transfer Notice and the denominator of which shall
be the total number of Ordinary Shares 
(on an as-converted basis) held on the date of the Transfer Notice by all
Investors which exercise their right of first refusal
under this clause (c) on the date of the Transfer Notice.


 


(d)           Non-Exercise.  Subject to
the provisions of Section 5, in the event the Investors fail to purchase
all of the Transfer Shares within the above-prescribed period, the Selling


 


19














 


Shareholder shall have ninety (90) Business Days
after delivery of the Transfer Notice to each Investor to sell such Transfer
Shares at a price upon terms and conditions no more favorable to the transferee
than specified in the original Transfer Notice. 
In the event that the Selling Shareholder has not sold the Transfer
Shares within such prescribed period, the Selling Shareholder shall not
thereafter sell any Shares without first offering such Shares to the Investors
in the manner provided in this Section 4 and in Section 5.


 


5.             INVESTORS’ CO-SALE RIGHT.


 


5.1           Co-Sale Right.   To the extent the Investors do
not exercise their respective rights of first refusal as to all of the Transfer
Shares pursuant to Section 4.2, each Investor shall have the right, exercisable
upon delivery of a written notice to the Selling Shareholder, with a copy to
the Company, within twenty (20) Business Days after the date of the Transfer
Notice, to participate in the sale of any Transfer Shares to the extent of such
Investor’s Pro Rata Co-Sale Share at the same price and upon the same terms and
conditions indicated in the Transfer Notice. 
A failure by the Investor to respond within such prescribed period shall
constitute a decision by such Investor not to exercise its right of co-sale as
provided herein.  To the extent one (1)
or more of the Investors exercise such right of co-sale in accordance with the
terms and conditions set forth below, the number of Transfer Shares that the
Selling Shareholder may sell in the transaction shall be correspondingly
reduced.  The foregoing co-sale right of
each Investor shall be subject to the following terms and conditions:


 


(a)           each Investor may sell all or any part of
its Pro Rata Share of the Transfer Shares. 
An Investor’s “Pro Rata Co-Sale Share”
of a specified quantity of Transfer Shares shall mean that number of Ordinary
Shares (or that number of Preferred Shares which, if converted at the current
conversion ratio, would equal that number of Ordinary Shares) which equals the
specified quantity of Transfer Shares proposed to be transferred multiplied by
a fraction equal to (i) the total number of Ordinary Shares (on an as converted
basis) then held by such Investor exercising co-sale rights pursuant to this
Section 5, divided by (ii) the total number of Ordinary Shares held by the
Selling Shareholder plus the total number of Ordinary Shares then held by all
Investors exercising co-sale rights pursuant to this Section 5, on an as
converted basis.  As used in this
definition, the phrase “on an as converted basis” shall mean assuming
conversion of all Preferred Shares but not assuming exercise or conversion of
any other outstanding option, warrants, or other convertible securities.


 


(b)           each Investor shall effect its participation
in the sale by promptly delivering to the Selling Shareholder, with a copy to
the Company, for transfer to the prospective purchaser share certificates in
respect of all Shares to be sold by such Investor and a transfer form signed by
such Investor, which indicates:


 


(i)            the number of Ordinary Shares which such
Investor elects to sell;


 


(ii)           that number of Preferred Shares which is at
such time convertible into the number of Ordinary Shares that such Investor
elects to sell; or


 


(iii)          any combination of the foregoing;


 


20

















 


provided,  however, that if the prospective purchaser
objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such
Investor shall convert such Preferred Shares into Ordinary Shares and deliver
Ordinary Shares.  The Company agrees to
make any such conversion concurrent with the actual transfer of such shares to
the purchaser.


 


5.2           Procedure at Closing.  The
share certificate or certificates that such Investor delivers to the Selling
Shareholder pursuant to paragraph 5.1(b) shall be transferred to the
prospective purchaser in consummation of the sale of the Transfer Shares
pursuant to the terms and conditions specified in the Transfer Notice, and the
Selling Shareholder shall concurrently therewith remit to such Investor that
portion of the sale proceeds to which such Investor is entitled by reason of
its participation in such sale.  To the
extent that any prospective purchaser or purchasers prohibit such assignment or
otherwise refuse to purchase shares or other securities from an Investor
exercising its rights of co-sale hereunder, the Selling Shareholder shall not
sell any Transfer Shares to such prospective purchaser or purchasers unless and
until, simultaneously with such sales, the Selling Shareholder shall purchase
such shares or other securities from such Investor.  In selling their Shares pursuant to their
co-sale right hereunder, the Investors shall not be required to give any
representations or warranties with respect to their Shares to be sold except to
confirm that they have not transferred or encumbered such Shares.


 


5.3           Non-Exercise.  Subject to
Section 4.2, to the extent the Investors do not elect to participate in the
sale of Transfer Shares pursuant to the Transfer Notice, the Selling
Shareholder may, not later than ninety (90) days following delivery of the
Transfer Notice to each Investor, effect a transfer of the Transfer Shares
covered by the Transfer Notice and not elected to be sold by the Investors.  Any proposed transfer on terms and conditions
more favorable than those described in the Transfer Notice, as well as any
subsequent proposed transfer of any Shares by the Selling Shareholder, shall be
subject to the procedures described in Section 4 and this Section 5.


 


5.4           Prohibited Transfer.


 


(a)           Prohibited Transfer.  In
the event a Selling Shareholder should sell any Transfer Shares in disregard or
contravention of Section 10.1, or the right of first refusal or co-sale rights
under this Agreement (a “Prohibited Transfer”),
the Investors, in addition to such other remedies as may be available at law,
in equity or hereunder, shall have the put option provided below, and such
Selling Shareholder shall be bound by the applicable provisions of such option,
PROVIDED THAT the restriction under Section 10.1, the right of first refusal
and co-sale right under this Agreement shall not apply to any sale or transfer of Shares to the Company pursuant to any repurchase
right of the Company or any contractual put right related to CCH or HCI, if and only if
applicable.


 


(b)           Put Right.  Without
prejudice to any other rights and remedies available to any Investor, in the
event of a Prohibited Transfer, each Investor shall have the right to sell to
the Selling Shareholder the type and number of Ordinary Shares equal to the
number of Shares such Investor would have been entitled to transfer to the
purchaser under Section 5.1 hereof had the Prohibited Transfer been effected
pursuant to and in compliance with the terms hereof.  Such sale shall be made on the following
terms and conditions:


 


(i)            The price per share at which the Shares are
to be sold to the Selling Shareholder shall be equal to the price per share
paid by the purchaser to the Selling Shareholder in


 


21

















 


the Prohibited
Transfer.  The Selling Shareholder shall
also reimburse each Investor for any and all reasonable fees and expenses,
including legal fees and out-of-pocket expenses, incurred pursuant to the
exercise or the attempted exercise of such Investor’s rights under this Section
5.


 


(ii)           Each Investor shall, if exercising the
option created hereby, deliver to the Selling Shareholder within ninety (90)
days after the later of the dates on which the Investor (A) received notice of
the Prohibited Transfer or (B) otherwise become aware of the Prohibited
Transfer, a notice describing the type and the number of Shares to be
transferred by the Investor.


 


(iii)          The Selling Shareholder shall, promptly upon
receipt of the notice described in subsection 5.4(b)(ii) above from the
Investor(s) exercising the option created hereby, pay to the each such Investor
the aggregate purchase price for the Shares to be sold by such Investor, and
the amount of reimbursable fees and expenses, as specified in subparagraph
5.4(b)(i), in cash or by other means acceptable to the Investor.


 


(iv)          Upon receipt of full payment of the amount
due from the Selling Shareholder, the Investor shall deliver to the Selling
Shareholder the certificate or certificates representing Shares to be sold,
together with a transfer form signed by the Investor transferring such shares.


 


(v)           Notwithstanding the foregoing, any attempt
by a Selling Shareholder to transfer any of the Transfer Shares in violation of
Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will
not effect such a transfer nor will treat any alleged transferee as the holder
of such shares without the written consent of the Holders representing more
than fifty percent (50%) of each series of the Preferred Shares then
outstanding, voting as separate classes.


 


6.             ASSIGNMENT AND AMENDMENT.


 


6.1           Assignment. 
Notwithstanding anything herein to the contrary:


 


(a)           Information Rights.  The
rights of each Investor under Sections 2.1 and 2.2 are transferable prior to
the Qualified IPO to any person who holds or is acquiring Investment Securities
in a permitted transfer; provided, however, that the Company is
given a written notice at the time of such assignment stating the name and
address of the assignee and identifying the securities of the Company as to
which the rights in question are being assigned; and provided further
that any such assignee shall receive such assigned rights, subject to all the
terms and conditions of this Agreement, including the provisions of this
Section 6, and agree to abide by this Agreement by executing this Agreement.


 


(b)           Registration Rights.  The
registration rights of the Holders under Section 3 are fully assignable to any
person who holds or is acquiring Registrable Securities in a permitted
transfer; provided, however, that the Company is given a written
notice at the time of such assignment stating the name and address of the
assignee and identifying the securities of the Company as to which the rights
in question are being assigned; and provided further that any such
assignee shall receive such assigned rights, subject to all the terms and
conditions of this


 


22

















 


Agreement, including
the provisions of this Section 6, and agree to abide by this Agreement by
executing an Adherence Agreement as provided in Section 6.1(d).


 


(c)           Right of Participation.  The
Right of Participation of each Investor under Section 4 hereof is fully
assignable to such Investor’s Affiliates or to any person who holds or is
acquiring Series A Preferred Shares in a permitted transfer; provided, however
that the transferee executes and delivers an Adherence Agreement as provided in
Section 6.1(d).


 


(d)           Adherence Agreement.  For any transfer of Shares to be deemed effective,
the transferee shall assume the obligations of the transferor under this
Agreement by executing and delivering to the Company an Adherence Agreement
substantially in the form attached hereto as Exhibit A (“Adherence Agreement”). 
Upon the execution and delivery of an Adherence Agreement by any
transferee, such transferee shall be deemed to be an Ordinary Shareholder,
Investor, or Holder hereunder, as appropriate. 
By their execution hereof, each of the parties hereto appoints the
Company as its attorney-in-fact for the limited purpose of executing any
Adherence Agreement which may be required to be delivered pursuant to this
Section 6.1(d).  Execution of this Agreement
by Tiger shall be deemed execution of an Adherence Agreement in compliance with
this section.


 


6.2           Amendment.  Subject to Section 6.4, this Agreement may only be amended with the written consent of (i) the
Company; (ii) by persons or entities holding at least a majority of the then
outstanding Series C Preferred Shares;  (iii) by
persons or entities holding at least a majority of the then outstanding Series
B Preferred Shares; (iv) persons or entities holding at least
sixty-five percent (65%) of the then outstanding Series A Preferred Shares; and
(v) persons or entities holding a majority of the then outstanding Ordinary
Shares (except for
the Ordinary Shares that any Preferred Shares are convertible into).  Any amendment effected in
accordance with this Section 6.2 shall be binding upon each party hereto and
their respective successors; provided that Company shall promptly give written
notice thereof to any party hereto that has not consented to such amendment.


 


6.3           Waiver of Rights.  Subject to Section 6.4, to
the extent that the any party seeks a waiver of rights from any other party, (i)
any holder of
Series C Preferred Shares may waive any of its own rights hereunder without
obtaining the consent of any other holders of Series C Preferred Shares; (ii) any holder of
Series B Preferred Shares may waive any of its own rights hereunder without
obtaining the consent of any other holders of Series B Preferred Shares; (iii) any holder of
Series A Preferred Shares may waive any of its own rights hereunder without
obtaining the consent of any other holders of Series A Preferred Shares; (iv) any Ordinary
Shareholder may waive any of its own rights hereunder without obtaining the
consent of any other Ordinary Shareholders; and (v) any Group Company may waive
any of its own rights hereunder without obtaining the consent of any other
Group Company.  Any party may waive compliance by any other party with any term or
provision of this Agreement that such other party was or is obligated to comply
with or perform for the benefit of such waiving
party.


 


6.4           Limitations on Amendments and Waivers. 
Subject to Section 6.4, if
an amendment or waiver affects any Ordinary Shareholder or any holder or
Preferred Shares in a manner that is different from the effect thereof on all
other Ordinary Shareholders or holders of Preferred Shares, or imposes any
material obligation or liability on an Ordinary Shareholder or a holder of
Preferred Shares beyond that already imposed on such Ordinary Shareholder or
holder of Preferred Shares hereunder prior to such amendment or waiver, then
the written consent of such Ordinary


 


23

















 


Shareholder or holder of Preferred Shares shall be
required in order for
such amendment or waiver to be effective and binding.


 


7.             PROTECTIVE PROVISIONS.


 


7.1           Preferred Shareholder Protective Provisions.  So long as any Preferred Shares
are outstanding, any action by the Company or any of its Subsidiaries (whether
by amendment of the Company’s Revised M&A or otherwise, and whether in a
single transaction or a series of related transactions) that effects or approves
any of the following transactions involving the Company or any of its
Subsidiaries shall require the approval of (1) the holders representing more
than fifty percent (50%) of the then outstanding Series A Preferred Shares, (2)
the holders representing more than sixty percent (60%) of
the then outstanding Series B Preferred Shares, and (3)
the holders representing more than sixty percent (60%) of
the then outstanding Series C Preferred Shares.  For purposes of this Section 7, all
references to the “Company” shall refer to each Group Company and their
respective Subsidiaries.


 


(a)                                  enter into any abnormal or unusual contract
or any contract outside a board approved budget, with third parties,
consultants, advisors with individual contract value above US$10,000 or
US$50,000 in the aggregate in any fiscal year;


 


(b)                                 enter into arrangements for any public
offering of the Company’s or any of its Subsidiaries’ securities, including the
selection of any underwriter, manager, arranger or counsel for such offering;


 


(c)                                  cease to conduct or carry on the business of
the Company and/or any of its Subsidiaries substantially as now conducted or,
in the case of a Subsidiary, as conducted at the time it became a Subsidiary of
the Company, or change any part of its business activities;


 


(d)                                 sell or dispose of the whole or a
substantial part of the undertaking, goodwill or the assets of the Company
and/or any of its Subsidiaries;


 


(e)                               appoint or settle the terms of appointment
of chairman, chief executive officer, chief financial officer, chief operating
officer, chief technology officer, president, vice president, any managing
director, general manager, or any department heads;


 


(f)                                    settle or alter the terms of any bonus
(other than as approved in the annual budget) or profit sharing scheme or any
employee share option or share participation scheme or any employee incentive
scheme;


 


(g)                                 adopt the annual accounts or budgets of the
Company and/or any of its Subsidiaries or the amendment of annual accounts or
budgets previously adopted, or amendment of the accounting policies previously
adopted or change the financial year of the Company or any of its Subsidiaries;


 


(h)                                 acquire any investment or incur any
commitment outside an approved budget, which is in excess of US$100,000 at any
time in respect of any one (1) transaction


 


24

















 


or in excess of
US$500,000 at any time in related transactions in any financial year of the
Company and/or any of its Subsidiaries;


 


(i)                                     borrow any money or obtain any financial
facilities (including factoring, facility letters, undertakings, guarantees,
indemnities, comfort letters, etc.) except pursuant to trade facilities
obtained from banks or other financial institutions in the ordinary course of
business;


 


(j)                                     create or issue any debenture constituting a
pledge, lien or charge (whether by way of fixed or floating charge, mortgage or
other security) on all or any of the undertaking, assets or rights of the
Company and/or any of its Subsidiaries except for the purpose of securing
borrowings from banks or other financial institutions in the ordinary course of
business not exceeding US$100,000 (or its equivalent in other currency or
currencies) or in excess of US$500,000 at any time in any financial year;


 


(k)                                  appoint or change the auditors of the
Company and/or any of its Subsidiaries;


 


(l)                                     sell, transfer, license, charge, encumber or
otherwise dispose of any trademarks, patents or other intellectual property
owned by the Company and/or its Subsidiaries;


 


(m)                               approve or make adjustments or modifications
to terms of transactions involving the interest of any director or Shareholder
of the Company and/or any of its Subsidiaries, including the making of any
loans or advances, whether directly or indirectly, or the provision of any
guarantee, indemnity or security for or in connection with any indebtedness of
liabilities of any director or Shareholder of the Company and/or any of its
Subsidiaries;


 


(n)                                 acquire any share capital or other
securities of any body corporate (including repurchase or redemption of any
equity or other securities of the Company, except upon exercise of any
redemption rights held by the holders of the Series A Preferred Shares and
except for the Company Repurchase);


 


(o)                                 dispose of or dilute the Company’s interest,
directly or indirectly, in any of its Subsidiaries;


 


(p)                                 approve any transfer of shares in the
Company or any of its Subsidiaries;


 


(q)                                 enter into any joint venture agreements or
the formation of any Subsidiary of the Company;


 


7.2           Series
A Protective Provisions.  So long as any Series A Preferred Shares are
outstanding, any action by the Company or any of its Subsidiaries
(whether by amendment of the Company’s Revised M&A or otherwise, and
whether in a single transaction or a series of related transactions) that
effects or approves any of the following transactions involving the Company or
any of its Subsidiaries shall require the approval of the holders representing
more than fifty percent (50%) of the then outstanding Series A Preferred
Shares:


 


25

















 


(a)                                  increase, reduce or cancel the authorized or
issued share capital of the Company and/or any of its Subsidiaries or issue,
allot, purchase or redeem any shares or securities convertible into or carrying
a right of subscription in respect of shares or any share warrants or grant or
issue any options rights or warrants of which may require the issue of shares
in the future or do any act which has the effect of diluting or reducing the effective
shareholding of the holders of the Series A Preferred Shares in the Company;


 


(b)                                 take any action that authorizes, creates or
issues shares of any class of capital stock having preferences superior to or
on a parity with the holders of the Series A Preferred Shares;


 


(c)                                  take any action that reclassifies any
outstanding shares into shares having preferences or priority as to dividends
or assets senior to or on an parity with the preference of the holders of the
Series A Preferred Shares; or


 


(d)                                 amend the Company’s Revised M&A in a
manner  that adversely affects the rights
of the holders of the Series A Preferred Shares or amends or changes the
rights, preferences, privileges or powers of, or the restrictions provided for,
the benefit of the holders of the Series A Preferred Shares.


 


7.3           Series
B Protective Provisions.  So long as any Series B Preferred Shares are
outstanding, any action by the Company or any of its Subsidiaries
(whether by amendment of the Company’s Revised M&A or otherwise, and whether
in a single transaction or a series of related transactions) that effects or
approves any of the following transactions involving the Company or any of its
Subsidiaries shall require the approval of the holders representing more than sixty percent (60%) of the then outstanding Series B Preferred Shares:


 


(a)                                  increase, reduce or cancel the authorized or
issued share capital of the Company and/or any of its Subsidiaries or issue,
allot, purchase or redeem any shares or securities convertible into or carrying
a right of subscription in respect of shares or any share warrants or grant or
issue any options rights or warrants of which may require the issue of shares
in the future or do any act which has the effect of diluting or reducing the
effective shareholding of the holders of the Series B Preferred Shares in the
Company;


 


(b)                                 take any action that authorizes, creates or
issues shares of any class of capital stock having preferences superior to or
on a parity with the holders of the Series B Preferred Shares;


 


(c)                                  take any action that reclassifies any
outstanding shares into shares having preferences or priority as to dividends
or assets senior to or on an parity with the preference of the holders of the
Series B Preferred Shares; or


 


(d)                                 amend the Company’s Revised M&A in a
manner  that adversely affects the rights
of the holders of the Series B Preferred Shares or amends or changes the
rights,


 


26

















 


preferences,
privileges or powers of, or the restrictions provided for, the benefit of the
holders of the Series B Preferred Shares.


 


7.4           Series C
Protective Provisions.  So long as any Series C
Preferred Shares are outstanding, any action by the Company or any of its Subsidiaries (whether by amendment of the Company’s Revised M&A or otherwise,
and whether in a single transaction or a series of related transactions) that
effects or approves any of the following transactions involving the Company or
any of its Subsidiaries shall require the approval of the holders representing
more than sixty percent
(60%) of the then outstanding Series C
Preferred Shares:


 


(e)                                  increase, reduce or cancel the authorized or
issued share capital of the Company and/or any of its Subsidiaries or issue,
allot, purchase or redeem any shares or securities convertible into or carrying
a right of subscription in respect of shares or any share warrants or grant or
issue any options rights or warrants of which may require the issue of shares
in the future or do any act which has the effect of diluting or reducing the
effective shareholding of the holders of the Series C Preferred Shares in the
Company;


 


(f)                                    take any action that authorizes, creates or
issues shares of any class of capital stock having preferences superior to or
on a parity with the holders of the Series C Preferred Shares;


 


(g)                                 take any action that reclassifies any
outstanding shares into shares having preferences or priority as to dividends
or assets senior to or on an parity with the preference of the holders of the
Series C Preferred Shares; or


 


(h)                                 amend the Company’s Revised M&A in a
manner  that adversely affects the rights
of the holders of the Series C Preferred Shares or amends or changes the
rights, preferences, privileges or powers of, or the restrictions provided for,
the benefit of the holders of the Series C Preferred Shares.


 


7.5           Ordinary Shareholder Protective Provisions. 
Notwithstanding the foregoing, any action by the Company or any of its
Subsidiaries (whether directly or indirectly, or by amendment of the Company’s
Revised M&A or otherwise, and whether in a single transaction or a series
of related transactions) that effects or approves any of the following
transactions involving the Company or any of
its Subsidiaries
shall require the approval of holders representing more than eighty percent (80%)
of the entire issued and outstanding Shares of the Company:


 


(a)                                  alter or amend the Revised M&A or any
other charter documents of the Company or any of its Subsidiaries;


 


(b)                                 pass any resolution for the liquidation,
dissolution or winding up of the Company and/or its Subsidiaries or apply for
the appointment of a receiver, manager or judicial manager or like officer;


 


(c)                                  any other matters, the effectiveness of
which, requires approval by special resolution pursuant to the laws of the
Cayman Islands and the Revised M&A.


 


27

















 


8.             BOARD REPRESENTATION; COMMITTEE AND SENIOR
MANAGEMENT.


 


8.1           Designation Right.  As
of the date of this Agreement, the Board consists of nine (9) Directors.  The number
of Directors of the Company shall not be changed except pursuant to an
amendment to the Restated M&A.  For
so long as there is any Series A Preferred Share outstanding, subject to any
agreement among the holders of the Series A Preferred Shares, the holders of
the Series A Preferred Shares voting as a class shall be entitled to designate
two (2) Directors (collectively the “Series A Directors”),
one of whom shall be a person designated by JAFCO so long as JAFCO holds at
least fifteen percent (15%) of the Series A Preferred Shares (or Shares
resulting from the conversion thereof or exchange therefor)
it held as of the date hereof,  and
the other (the “Second Series A Director”)
shall be a person designated (i) by Intel (Cayman), so long as Intel (Cayman)
holds at least thirty-three percent (33%) of the then outstanding Series A
Preferred Shares and it exercises its right to designate a Director, or (ii) by
the holders of the Series A Preferred Shares in the event that Intel (Cayman)
does not or cannot exercise its right to designate a Director.  If Intel (Cayman) initially does not exercise
its right to designate a Director and then subsequently exercises such right,
the office of the
Director originally designated by the
holders of the Series A Preferred Shares shall be vacated
to create a vacancy for Intel (Cayman).  The Company
and the Shareholders acknowledge that as of the date of this Agreement, the seat of the Second Series A Director is vacant and
shall remain vacant until either Intel (Cayman) or the holders of the Series A
Preferred Shares has exercised the right to designate or appoint the Second
Series A Director.  For so long as there
is any Series B Preferred Share outstanding, the holders of the Series B
Preferred Shares voting as a class shall be entitled to designate two (2)
Directors (collectively the “Series B Directors”),
one of whom shall be a person designated by Qiming  and the other shall be a person designated by SIG.   For so long as there is any Series C
Preferred Share outstanding, the holders of the Series C
Preferred Shares voting as a class shall be entitled to designate one (1)
Director (the “Series C Director”),
who shall be a person designated by IGC
Asia.   The holders of the Ordinary Shares (other than Ordinary Shares issued
upon the conversion of Preferred Shares) voting as a class shall be entitled to
elect by a majority vote two (2) Directors (the “Ordinary Share Directors”).  The Company and the Shareholders acknowledge
that as of the date of this Agreement, the seat of one of the Ordinary Share
Directors is vacant and the holders of Ordinary Shares shall have the right to
elect one Ordinary Share Director to fill such seat at any time after the date
of this Agreement.  The eighth (8th) Director shall be the then current Chief Executive Officer of the Company (the “CEO”) and such Director shall be referred to herein as the “CEO Director.”  The nineth (9th)
Director shall be an independent director appointed or removed by a vote of at
least six (6) Directors pursuant to Section 8.5 (the “Independent Director”).  Each Shareholder shall vote all
of its shares from time to time in such manner as shall be necessary to ensure
that no director designated pursuant to this Section 8.1 may be removed from
office unless (A) such removal is directed or approved by
the Shareholder(s) which originally designated or appoint
such Director, or (B) the persons or entities originally entitled to designate
or appoint such Director pursuant to this Section 8.1 are no
longer so entitled to designate or appoint such Director.  Any vacancy on the Board occurring because of
the death, resignation or removal of a Director shall be filled by the vote or
written consent of the same Shareholder(s)
which nominated and elected such Director.


 


8.2           Compensation
Committee.  The Company shall maintain a Compensation
Committee at all times, consisting of three (3) Directors, one (1) of whom
shall be designated by Qiming, one (1) of whom shall be designated by the
Series A Investors, and one (1) of whom shall be designated by the Ordinary
Shareholders. The members of the Compensation Committee shall be vested with
functions for (i) establishing the annual compensation, bonus plan, overall


 


28

















 


compensation scheme or share option plan for all
the employees of the Group Companies and (ii) administering and implementing
such plans for the senior management personnel of the Group Companies above the
level of vice-president (each, an “Executive Manager”).  All actions of the Compensation Committee
shall require the approval of at least two (2) of its members.  The CEO shall be responsible for
administering and implementing the annual compensation, bonus plan, overall
compensation scheme or share option plan for the senior management personnel of
the Group Companies whose position is below an Executive
Manager position.  In the event that the CEO or
any other Executive Manager serves as a member of the Compensation Committee,
such CEO or Executive Manager shall recuse himself from, or otherwise refrain
from participating in, any discussion or determination by the Compensation
Committee regarding compensation directly relating
to him or his spouse; provided that his spouse is employed with a Group Company.


 


8.3           Board Quorum; Meetings, etc.  The
Company’s Revised M&A shall provide for a quorum (which shall exist at the
time of the voting as well as the attendance of the Board meeting) of the Board
for six (6) Directors, including the presence, in person or by telephone,
electronic or other means of communication, of at least one (1) Series A
Director, one (1) Series B Director, one (1) Series C Director, and one (1)
Ordinary Share Director, provided, however, that if such quorum
cannot be obtained for a Board meeting after two (2) consecutive notices of
Board meetings have been sent by the Company with the first notice providing
not less than fourteen (14) days’ prior notice and the second notice providing
not less than five (5) days’ prior notice, then the attendance of any six (6) Directors
shall constitute a quorum.  Notices and
agendas of Board meetings as well as copies of all board papers shall be sent
to all the relevant directors and to the Investors at least fourteen (14)
Business Days prior to the relevant Board meeting.  Minutes of Board meetings shall be sent to
Investors within thirty (30) days after the relevant meeting.  The Company shall hold Board meetings at
least once a month in the first six (6) months after the Closing and at least
once a quarter thereafter.


 


8.4           Investor Board Observer.  So long as a holder of Preferred Shares holds more than five hundred
thousand (500,000) Ordinary Shares, on an as-converted basis, such holder shall
have the right to appoint an observer (each, an “Investor
Observer”) to the Board of Directors and each committee thereof to
attend board or board committee meetings of the Company or its Subsidiaries in
a non-voting observer capacity.  The
Company shall provide each such Investor Observer
copies of all notices and materials at the same time and in the same manner as
the same are provided to the Directors.


 


8.5           Super-majority Board
Approval; Deadlock.  In
case of an equality of votes with respect to any matter deliberated upon by the
Board, the CEO Director shall have a second (2nd) or casting vote.  The following matters of the Company shall
require the approval of at least six (6) Directors.


 


(a)                                  any appointment, replacement or dismissal of the CEO and the determination of the compensation or
remuneration of the CEO;


 


(b)           any appointment or removal of the
Independent Director; and


 


(c)           any declaration or payment of any dividend
or other distribution.


 


29














 


8.6           Waiver.  The
Company acknowledges that each Investor will likely have, from time to time,
information that may be of interest to the Company or its Subsidiaries (“Information”) regarding a wide variety of
matters including (1) an Investor’s technologies, plans and services, and
plans and strategies relating thereto, (2) current and future investments
an Investor has made, may make, may consider or may become aware of with
respect to other companies and other technologies, products and services,
including technologies, products and services that may be competitive with
those of the Company or any of its Subsidiaries, and (3) developments with
respect to the technologies, products and services, and plans and strategies
relating thereto, of other companies, including companies that may be
competitive with the Company or any of its Subsidiaries.  The Company recognizes that a portion of such
Information may be of interest to the Company or any of its Subsidiaries.  Such Information may or may not be known by
each Series A Director or Series B Director or Series C Director
(each, an “Investor Director”) or
Investor Observer.  The Company, as a
material part of the consideration for this Agreement, agrees that neither any
Investor Director nor any Investor Observer shall have any duty to disclose any
Information to the Company or any of its Subsidiaries, or permit the Company or
any of its Subsidiaries to participate in any projects or investments based on
any Information, or otherwise to take advantage of any opportunity that may be
of interest to the Company or any of its Subsidiaries if it were aware of such
Information, and hereby waives, to the extent permitted by law, any claim based
on the corporate opportunity doctrine or otherwise that could limit any Investor’s
ability to pursue opportunities based on such Information or that would require
any Investor, any representative, any Investor Director or the Investor
Observer to disclose any such Information to the Company or any of its
Subsidiaries or offer any opportunity relating thereto to the Company or any of
its Subsidiaries.


 


8.7           Assignment and Termination.  The
rights of the Investors set forth in this Section 8 are fully assignable
to any person who holds or is acquiring the Series A Preferred Shares or Series B
Preferred Shares or Series C Preferred Shares in a permitted transfer; provided,
however, that the Company is given a written notice at the time of such
assignment stating the name and address of the assignee and identifying the
securities of the Company as to which the rights in question are being
assigned; provided further, that the transferee executes and delivers an
Adherence Agreement.  The rights of the
Investors in this Section 8 shall terminate upon completion of a Qualified
IPO.


 


8.8           Management of the PRC Subsidiary.  The
board of the PRC Subsidiary shall at all times consist of all current Investor
Directors, and each of the parties hereto shall take all such necessary or
advisable actions to ensure the appointment of such persons to the board of the
PRC Subsidiary.  The PRC Subsidiary shall
only take actions that have been previously approved by the Board.


 


8.9           Insurance and Indemnification.  The
Company shall  procure  customary
directors and officers  insurance
for the  directors, covering an
amount  of at least US$5,000,000  or such other  amount as is approved by the
holders representing more than fifty percent (50%) of each series of
the then outstanding Preferred Shares. 
Notwithstanding  anything to
the contrary  in this Agreement or
in the  Revised  M&A, the Company and the PRC
Subsidiary shall, jointly and severally, indemnify and hold harmless each
Investor Director and his alternate, to the fullest extent permissible by law, from and against all liabilities, damages,
actions, suits, proceedings, claims, costs, charges and expenses suffered or
incurred by or brought or made against such Investor


 


30

















 


Director or his
alternate as a result of any act, matter or thing done or omitted to be done by
him in good faith in the course of acting as a Director or alternate Director,
as applicable, of the Company or the Subsidiary, by delivering to such Investor
Director or its alternate, at the time of its appointment as a Director or an
alternate Director, an indemnification agreement duly executed by the Company
substantially in the form attached hereto as Exhibit B.


 


8.10         Director Expenses. 
The Company shall reimburse Investor Directors and Investor Observers
for all reasonable out-of-pocket expenses incurred in connection with Board
duties and meetings, up to US$20,000 per calendar year per Investor Director or
Investor Observer.


 


8.11         Appointment of Certain Officers. 
Subject to Section 8.5 of this Agreements, the holders of the
Preferred Shares shall have the right to nominate new management personnel to
the Company, subject to the approval of the Board.  The Ordinary Shareholders shall support and
procure such appointments, and cause their representatives on the Board to
approve such appointments.  All Company
officers so appointed shall report to the Board.


 


9.             GOING PUBLIC; SALE OF THE COMPANY.


 


9.1           Liquidity Events.  The
Ordinary Shareholders and the Company undertake to use best efforts to, within
thirty-six (36) months from the date of this Agreement, (i) list the
Ordinary Shares of the Company (or securities representing the Ordinary Shares
of the Company) on the Nasdaq National Market or The Stock Exchange of Hong
Kong Limited or any other internationally recognized stock exchange or inter-dealer
quotation systems acceptable to the Investors in a Qualified IPO; or (ii) procure
a bona fide third party offer for the sale of all or more than fifty percent
(50%) of the equity or assets of the Company,
whether through a single transaction or a series of transactions,  for at least the
greater of (i) an amount that represents an implied valuation of the
Company that generates a minimum internal rate of return of thirty-five percent
(35%) per annum to each holder of Preferred Shares, and (ii) an amount which represents an implied
valuation of the Company of at least US$300
million (the “Trade Sale”).  In the event such internal rate of return is
calculated for a period of time that is less than a full year, such rate shall
be calculated ratably based on a 360-day year.


 


9.2           Drag-Along.


 


(a)           If at any time after the date
hereof there shall be:


 


(i)            an offer by a Person that is not
an Affiliate of any party hereof to purchase all the Shares in the Company;


 


(ii)           a merger or consolidation of the
Company with or into another corporation in which the Company is not the
surviving entity but the Shares of the Company outstanding immediately prior to
the merger are converted by virtue of the merger into other property, whether
in the form of securities, cash, or otherwise; or


 


(iii)          a sale or transfer of all or
substantially all the Company’s properties and assets to any other person,


 


31

















 


in each
case, which is a transaction at arm’s length for an aggregate consideration of
not less than US$300
million, then each Shareholder shall sell, transfer, convey or assign its
Shares (such sale, transfer, conveyance or assignment pursuant to this Section 9.2,
a “Drag-Along Sale”) pursuant to,
and so as to give effect to, such offer to purchase, merger or consolidation,
sale or transfer, as the case may be, except in the case of Intel (Cayman) and Intel (Delaware), which are parties to a Buy-Out Agreement and shall be subject to the
terms of such buy-out agreement substantially in the form attached hereto as Exhibit C
(a “Buy-Out Agreement”).  If the consideration offered is payable in
securities or property other than cash (or evidence of cash indebtedness), the
Board shall in good faith determine the fair market value of any such
securities or property in cash, provided that any Investor shall have the right
to challenge any determination by the Board of fair market value made pursuant
hereto, in which case the determination of fair market value shall be made by a
valuer selected jointly by the Board and the challenging parties.  The valuer shall prepare a report setting
forth the basis of its calculating such fair market value, and the
determination of such fair market value by the valuer shall, in the absence of
manifest error, be final and conclusive. 
Up to US$1 million of the costs of appointing the valuer shall be borne
solely by the challenging Investor, and any amount of such costs in excess of
US$1 million shall be borne equally by the challenging Investor and the Company.  The valuer shall act as expert and not as an
arbitrator.  If the acquiring party is a
privately-held entity and the Holders of Series A Preferred Shares or Series B
Preferred Shares or Series C Preferred Shares receive in whole or in part non-publicly traded
securities of such acquirer, then such non-publicly traded securities shall
have liquidation preference(s), protective provision(s), voting right(s),
dividend right(s), registration rights and preemptive rights that are
substantially similar to those of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as applicable, as set forth
herein and in the
Revised M&A as of the date hereof.


 


(b)           The restrictions on Transfers of
Shares set forth in Sections 10.1, 4.2 and 5 shall not apply in connection with
a sale pursuant to this Section 9.2 and any Buy-Out Agreement, or anything
in this Agreement to the contrary notwithstanding.


 


(c)           Upon the approval of a Drag-Along Sale as described in this Section 9.2,
each Ordinary  Shareholder shall grant to the CEO or an
authorized officer, a power of attorney to transfer their Shares and to do and
carry out all other necessary or advisable acts to complete the Drag-Along
Sale, including, without limitation, executing any and all documents (including
instruments of transfer) on behalf of such Ordinary Shareholder.  The CEO or an authorized officer shall be
authorized to transfer the Shares of each Ordinary Shareholder and to do and
carry out all other necessary or advisable acts to complete the Drag-Along
Sale, including, without limitation, executing any and all documents (including
instruments of transfers) on behalf of each Ordinary Shareholder.


 


(d)           For the avoidance of doubt, any
assignee or transferee who acquires any Share from Intel (Cayman) or Intel
(Delaware) shall be bound by this Section 9.2 as if they were an Investor
hereunder but shall not enjoy the exceptions applicable to Intel (Cayman) or
Intel (Delaware) in this Section 9.2.


 


9.3           In the event of a Trade Sale, where Series A
Investors have received or will receive proceeds in cash or in
marketable securities, the Key Parties and the management team of the
Company shall be entitled to certain incentive bonuses payable by the Series A
Investors, subject


 


32

















 


to the
terms and conditions set forth in the Side Agreement dated April 20, 2007  by and between the Series A Investors, the Key
Parties and the Company.


 


10.           UNDERTAKINGS.


 


10.1         Invention Assignment and
Confidentiality Agreement.  Within two
(2) months after the Closing, the Company shall cause each of the non-Key
Party employees, directors, and consultants of any Group Company to enter into
an Intellectual Property Rights and Confidentiality Agreement with an
appropriate Group Company substantially in the form attached as Exhibit C
to the Series C Share Purchase Agreement, if they have not done so.


 


10.2         Operations of Beijing Blue I.T. 
Beijing Blue I.T. shall take all reasonably necessary steps to promptly
assign and transfer to the PRC Subsidiary (pursuant to the Restructuring
Agreements or otherwise) substantially all of its revenues, earnings and other
values and benefits generated from its business operations. Beijing Blue I.T.
shall, to the extent permitted by applicable law, operate its business at the
direction of its board of directors and its shareholders (who have assigned
their voting rights to the PRC Subsidiary). 
The PRC Subsidiary shall take all reasonably necessary steps to ensure
that Beijing Blue I.T. will have funds available to cover its operating
expenses and to timely repay its debts as they become due.


 


10.3         Operations and Restructuring
of Beijing Jingtian. 
Beijing Jingtian shall carry out business operations in accordance
with the applicable law.  The PRC Subsidiary shall take all reasonably necessary steps to ensure
that Beijing Jingtian will have funds
available to cover its operating expenses and to timely repay its debts as they
become due.  The Investors, the Ordinary Shareholders and
the Group Companies hereby acknowledge and agree that the shareholders of
Beijing Jingtian may transfer 100% of the their equity interest to Beijing Blue
I.T., in accordance with the PRC laws, before an IPO or Trade Sale.


 


10.4         Operations and Restructuring
of Shanghai Jnet.  Shanghai Jnet
shall carry out
business operations in accordance with the
applicable law.  The
PRC Subsidiary shall take all reasonably necessary steps to ensure that Shanghai Jnet
will have funds available to cover its operating expenses and to timely repay
its debts as they become due.  The Investors, the Ordinary
Shareholders and the Group Companies hereby acknowledge and agree that the
shareholders of Shanghai Jnet may transfer 100% of the their equity interest to
Beijing Blue I.T., in accordance with the PRC laws, before an IPO or Trade
Sale.


 


11.           CONFIDENTIALITY AND
NON-DISCLOSURE.


 


11.1         Disclosure of Terms.  Each party hereto acknowledges that the terms
and conditions (collectively, the “Terms”)
of this Agreement, the other Transaction Agreements, and all exhibits,
restatements and amendments hereto and thereto, including their existence,
shall be considered confidential information and shall not be disclosed by it
to any third party except in accordance with the provisions set forth below.  Save for Intel (Cayman) and Intel (Delaware) which shall be separately bound
by the Corporate Non- Disclosure
Agreement as referred to below in Section 11.5, each Investor agrees with
the Company that such Investor will keep confidential and will not disclose or
divulge, any information which such Investor obtains from the Company, pursuant
to financial statements, reports, presentations, correspondence, and any other
materials provided by


 


33

















 


the
Company to, or communications between the Company and such Investor, or
pursuant to information rights granted under this Agreement or any other
related documents, unless the information is known, or until the information
becomes known, to the public through no fault of such Investor, or unless the
Company gives its written consent to such Investor’s release of the
information.


 


11.2         Press Releases.  Within sixty (60) days of the Closing, the
Company may issue a press release related to the Closing, disclosing that the
Investors have invested in the Company provided that (a) the release does
not disclose any of the Terms, (b) the press release does not disclose the
amount or other specific terms of the investment, and (c) the final form
of the press release is approved in advance in writing by each Investor
mentioned therein.  Investors’ names and
the fact that Investors are shareholders in the Company can be included in a
reusable press release boilerplate statement, so long as each Investor has
given the Company its initial approval of such boilerplate statement and the
boilerplate statement is reproduced in exactly the form in which it was
approved.  No other announcement
regarding any Investor in a press release, conference, advertisement,
announcement, professional or trade publication, mass marketing materials or
otherwise to the general public may be made without such Investor’s prior
written consent, which consent may be withheld at such Investor’s sole
discretion.


 


11.3         Permitted Disclosures.  Notwithstanding anything in the foregoing to
the contrary,


 


(a)           the Company may disclose any of
the Terms to its current or bona fide prospective investors, directors,
officers, employees, shareholders, investment bankers, lenders, accountants,
auditors, insurers, business or financial advisors, and attorneys, in each case
only where such persons or entities are under appropriate nondisclosure
obligations imposed by professional ethics, law or otherwise;


 


(b)           each Investor (and its fund
manager) may, without disclosing the identities of the other Investors or the
Terms of their respective investments in the Company without their consent,
disclose such Investor’s investment in the Company to third parties or to the
public at its sole discretion and in relation thereto may use the Company’s
logo and trademark and may include links to the Company’s website (without requiring the Company’s further
consent).  If it does so, the other
parties shall have the right to disclose to third parties any such information
disclosed in a press release or other public announcement by such Investor;


 


(c)           each Investor shall have the
right to disclose:


 


(i)            any information to such Investor’s Affiliate or fund manager, such Investor’s and/or its fund manager’s and/or its
Affiliate’s legal counsel, fund manager, auditor, insurer, accountant,
consultant or to an officer, director, general partner, limited partner, fund
manager, shareholder, investment counsel or advisor, or employee of such
Investor, fund manager, or Affiliate or any of their
respective investors or Affiliates,  provided, however, that any counsel,
auditor, insurer, accountant, consultant, officer, director, general partner,
limited partner, fund manager, shareholder, investment counsel or advisor, or
employee shall be advised of the confidential nature of the information or are
under appropriate non-disclosure obligation imposed by professional ethics, law
or otherwise;


 


34

















 


(ii)           any information for fund and
inter-fund reporting purposes;


 


(iii)          any information as required by
law, government authorities, exchanges and/or regulatory bodies, including by
the Securities and Futures Commission of the Hong Kong Special Administrative
Region, the China Securities and Regulatory Commission of the PRC or the
Securities and Exchange Commission of the United States (or equivalent for
other venues); and/or


 


(iv)          any information to bona fide
prospective purchasers/investors of any share, security or other interests in
the Company, and


 


(v)           any information contained in
press releases or public announcements of the Company pursuant to Section 11.2
above.


 


(d)              the confidentiality obligations
set out in this Section 11 do not apply to:


 


(i)            information which was in the
public domain or otherwise known to the relevant party before it was furnished
to it by another party hereto or, after it was furnished to that party, entered
the public domain otherwise than as a result of (i) a breach by that party
of this Section 11 or (ii) a breach of a confidentiality obligation
by the discloser, where the breach was known to that party;


 


(ii)           information the disclosure of
which is necessary in order to comply with any applicable law, the order of any
court, the requirements of a stock exchange or to obtain tax or other clearances
or consents from any relevant authority; or


 


(iii)          the disclosure of information by any director of
the Company to its appointer or any of its affiliate or otherwise in accordance
with the foregoing provisions of this Section 11.3.


 


11.4         Legally Compelled Disclosure.  In the event that any party is requested or
becomes legally compelled (including without limitation pursuant to securities
laws and regulations) to disclose the existence of this Agreement or any Terms
in contravention of the provisions of this Section 11, such party (the “Disclosing Party”) shall if and to the
extent that it can lawfully do so provide the other parties (the “Non-Disclosing Parties”) with prompt
written notice of that fact so that the appropriate party may seek (with the
cooperation and reasonable efforts of the other parties) a protective order,
confidential treatment or other appropriate remedy.  In such event, the Disclosing Party shall
furnish only that portion of the information that is legally required and shall
exercise reasonable efforts to obtain reliable assurance that confidential
treatment will be accorded such information to the extent reasonably requested
by any Non-Disclosing Party.


 


11.5         The provisions of this Section 11
shall be in addition to, and not in substitution for, the provisions of the separate nondisclosure agreements
executed by the Company with Intel Corporation with respect to the transactions
contemplated herein.  Additional
disclosures and exchange of confidential information between the Company and
Intel (Cayman) or Intel (Delaware) (including any exchanges of information with
any Investor Observer designated by Intel (Cayman) or
Intel (Delaware)) shall be governed exclusively by the terms of the Corporate
Non-Disclosure


 


35

















 


Agreement No. 9323388
dated August 31, 2005, executed by the Company and Intel Corporation (the “Intel Non-Disclosure Agreement”).


 


12.           ADDITIONAL COVENANTS.


 


12.1         Key Party Holdings in CCH.


 


(a)           CCH and each of the Key Parties hereby, jointly and
severally, irrevocably and unconditionally undertakes with the Investors that
except as provided under Section 10, without the prior written approval of
the Investors representing more than fifty percent (50%) of each series of the
then outstanding Preferred Shares, it shall not allow CCH to, and shall not
itself, directly or indirectly, issue, sell, transfer or otherwise dispose of
or create any mortgage, charge, pledge, lien or other encumbrance, third party
rights or security interest whatsoever on or over or in respect of all or any
of the shares in CCH (or any interest therein).


 


(b)           In the event there is any direct or
indirect sale or transfer of any capital stock in CCH in contravention of Section 12.1(a),
the Investors shall be entitled to exercise the put right provided in Section 5
in addition to such other remedies as may be available at law, in equity or
hereunder, and such defaulting party shall be bound by the applicable
provisions of such right, which provisions shall apply mutatis mutandis to such
defaulting party.


 


12.2            Waiver of Rights of First Refusal.  To
the extent that any Shareholder is not participating in the Series C financing
as contemplated under the Series C Share Purchase Agreement, such Shareholder hereby
agrees to waive its respective rights of first refusal, co-sale rights, rights
of participation and other similar rights available to it under the Restated
M&A for the purpose of permitting the issuance of Series C Preferred
Shares and the Company Repurchase as contemplated under the Series C Share
Purchase Agreement.


 


12.3            Representations and Covenants Regarding
Compliance with Applicable Laws.


 


(a)           The Company hereby represents and warrants to
the Investors that no one acting on its behalf has given, offered or promised
to give money or anything of value to any Government Official or to an
intermediary for payment to any Government Official in a corrupt or improper
effort to obtain or retain business or any commercial advantage, such as a
permit or license to do business. The Company further warrants to the Investors
that all persons acting on its behalf have complied with all applicable laws in
connection with obtaining and performing the subject contract, including the
U.S. Foreign Corrupt Practices Act (“FCPA”) and laws
of the People’s Republic of China prohibiting bribery, kickbacks, or other
unlawful or improper means of obtaining business or commercial advantages.


 


(b)           The Company warrants and represents to the
Investors that it and all persons acting on its behalf are currently in
compliance with all applicable laws, regulations, and administrative
requirements including the FCPA and will remain so throughout the duration of
this Agreement.  The Company further
warrants and represents to the Investors that all persons acting on its behalf
have complied with and will continue to comply with the FCPA and all applicable
anti-bribery laws.


 


36

















 


(c)           In
this Section 12.1, “Government Official”
means: (i) any elected or appointed official, officer or employee of a
foreign government, whether at the national, state or local levels.  This includes members of the legislative,
executive and judicial branches of government, and further includes low-level
employees of government agencies, such as office workers; (ii) any officer
or employee of a government-owned or government-controlled business enterprise
(such as a state-owned bank or utility company); (iii) any officer or
employee of certain public international organizations (such as the United
Nations, the World Bank or the International Monetary Fund); (iv) any
person acting in an official capacity for a foreign government, government
agency, or state-owned company (i.e., someone acting under a delegation of
authority from these entities to carry out official responsibilities); (v) any
foreign political party and any officials thereof; (vi) any candidate for
foreign political office; and (vii) members of a royal family.


 


12.4            Repurchase for Option.  The
parties acknowledge and agree that 2,400,000 Ordinary Shares (convertible from
the outstanding Series B Preferred Shares) currently held by the existing
holders of Series B Preferred Shares are reserved for issuance to the Key
Parties in accordance with the terms and conditions of the Option Agreement and
the Option Supplementary Agreement.  The parties further agree that immediately after the completion of the
Starr Transfer, each of Qiming, Ignition, SIG, Tiger and IGC Asia shall
assume the obligations and liabilities of Starr, with respect to the 25,298,900
Series B Preferred Shares, under the Option Agreement and the Option
Supplementary Agreement in accordance with the portion of the 25,298,900 Series B
Preferred Shares that it purchased from Starr under the Sale and Purchase
Agreement.


 


13.           MISCELLANEOUS.


 


13.1         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.


 


13.2        Successors and Assigns. 
Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, permitted
assigns, heirs, executors and administrators of the parties hereto whose rights
or obligations hereunder are affected by such amendments.  Except as expressly stated otherwise, the
rights of the Investors set forth in this Agreement are fully assignable to any
person who holds or is acquiring Shares from the Investors.


 


13.3         Third Parties. 
Nothing in this Agreement, express or implied, is intended to confer
upon any person, other than the parties hereto and their permitted successors
and assigns, any rights or remedies under or by reason of this Agreement.


 


13.4         Entire Agreement. 
This Agreement, the Series C Share Purchase Agreement, the Series B
Purchase Agreement, the Series A Purchase Agreement and the schedules and
exhibits hereto and thereto, which are hereby expressly incorporated herein by
this reference, constitute the entire understanding and agreement between the
parties with regard to the subjects hereof and thereof; provided, however,
that nothing in this Agreement or related agreements shall be deemed to
terminate or supersede the provisions of Intel Non-Disclosure Agreement entered
into prior to the date of this Agreement, and such Intel Non-Disclosure
Agreement shall continue in full force and effect until terminated in
accordance with its terms contained therein.


 


13.5         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


 


37

















 


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:

  	
   

  	
  To
  each Key Party:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ChinaCache International Holdings Ltd.

  6th Floor, Xing Ke Building

  No. 10 Jiu Xianqiao Road

  Chaoyang District, Beijing 100016, PRC

  Attn: Board
  of Directors

  Fax Number:
  +8610 6437 4251

  	
   

  	
  c/o ChinaCache International Holdings Ltd.

  6th Floor, Xing Ke Building

  No. 10 Jiu Xianqiao Road

  Chaoyang District, Beijing 100016, PRC

  Attn: Song
  Wang

  Fax Number:
  +8610 6437 5315

  
	
   

  	
   

  	
   

  
	
  To Beijing Blue
  I.T., Beijing Jingtian and the

  PRC Subsidiary:



  6th Floor, Xing Ke Building

  No. 10 Jiu Xianqiao Road

  Chaoyang District, Beijing 100016, PRC

  Attn: Song Wang

  Fax Number: +86 10 6437 5315

  	
   

  	
  To Shanghai Jnet:

   

  Room 527, 1033 Kang Ding Road, Jing
  An

  District, Shanghai

  Attn: Yong
  Sha

  Fax Number:
  +8621 5228 9716

  
	
   

  	
   

  	
   

  
	
  To the Investors:

   

  The addresses and fax numbers of each
  Investor set forth on Annex B, Annex C and Annex D

  	
   

  	
   

  



 


 


Each person making a communication hereunder by
facsimile shall promptly confirm by telephone to the person to whom such
communication was addressed each communication made by it by facsimile pursuant
hereto but the absence of such confirmation shall not affect the validity of
any such communication.  A party may
change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 13.5, by giving the other party
written notice of the new address in the manner set forth above.


 


13.6         Delays or Omissions.  No
delay or omission to exercise any right, power or remedy accruing to any party
upon any breach or default of any other party hereto under this Agreement,
shall impair any such right, power or remedy of the aggrieved party nor shall
it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any other breach or default theretofore or thereafter
occurring.  Any waiver, permit, consent
or approval of any kind or character on the part of any party of any breach or
default under this Agreement or any waiver on the part of any party of any
provisions or conditions of this Agreement, must be in writing and shall be
effective only to the


 


38

















 


extent specifically
set forth in such writing.  All remedies,
either under this Agreement, or by law or otherwise afforded to the parties
shall be cumulative and not alternative.


 


13.7         Interpretation; Titles and Subtitles. 
This Agreement shall be construed according to its fair language.  The rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not be
employed in interpreting this Agreement. 
The titles of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.


 


13.8         Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one (1) instrument.


 


13.9         Severability.  Should any
provision of this Agreement be determined to be illegal or unenforceable, such
determination shall not affect the remaining provisions of this Agreement.


 


13.10       Adjustment for Share Splits, etc. 
Whenever in this Agreement there is a reference to a specific number or
percentage of the Series A Preferred Shares or Series B Preferred
Shares or Series C Preferred Shares, then, upon the occurrence of any
subdivision, combination or share dividend of the Series A Preferred
Shares or Series B Preferred Shares or Series C Preferred Shares, as
applicable, the specific number of shares so referenced in this Agreement shall
automatically be proportionally adjusted to reflect the effect on the
outstanding shares of such class or series of shares by such subdivision,
combination or share dividend.


 


13.11       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.


 


13.12       Dispute Resolution.


 


(a)           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
subsection (b) below.  This
procedure shall be a prerequisite before taking any additional action
hereunder.


 


(b)           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


 


39

















 


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 (3) 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
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 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.


 


13.13       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 13.13 has been revoked.


 


13.14       Amended and Restated Investors’
Rights Agreement to Prevail.  If and to
the extent that there are inconsistencies between the provisions of this
Agreement and those of the Revised M&A, the terms of this Agreement shall
prevail.  The parties agree to take all actions necessary
or advisable, as promptly as practicable after the discovery of such
inconsistency, to amend the Revised M&A so as to eliminate such inconsistency.


 


13.15       Termination.  This Agreement shall automatically terminate
immediately prior to the “pricing” of a Qualified IPO, except for provisions
that, by their nature, are intended to survive such termination, including
Sections 2.2, 3, 10.1 and 11. 
Notwithstanding anything contrary in this Agreement, if the Qualified
IPO is not completed within ten (10) Business Days after the “pricing” of
such Qualified IPO, this Agreement shall be retroactively reinstated in its
entirety as if the termination thereof pursuant to the preceding sentence had
never been effected.


 


 


[Signature
Pages Follow]


 


40

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year herein above first written.


 


	
  CHINACACHE INTERNATIONAL
  HOLDINGS LTD.  

  	
   

  	
  SEALED with the OFFICIAL SEAL of CHINACACHE NETWORK TECHNOLOGY (BEIJING) LIMITED 

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Song Wang  

  	
   

  	
   

  
	
  Print Name:  Song Wang  

  	
   

  	
   

  
	
  Title:  Director  

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
  /s/ Song Wang  

  
	
   

  	
   

  	
  Print Name: Song Wang  

  
	
   

  	
   

  	
  Title: Legal Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEALED with the OFFICIAL SEAL of BEIJING BLUE I.T. TECHNOLOGIES CO., LTD. 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Xiao-Hong Kou  

  	
   

  	
   

  
	
  Print Name:  Xiao-Hong Kou  

  	
   

  	
   

  
	
  Title: Legal
  Representative

  	
   

  	
   

  



 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year herein above first written.


 


 


	
  SEALED with the OFFICIAL SEAL of

  BEIJING JINGTIAN TECHNOLOGY CO., LTD.  

  	
   

  	
  SEALED with the OFFICIAL SEAL of

  SHANGHAI JNET TELCOM CO., LTD.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Xinxin Zheng

  	
   

  	
  By

  	
  /s/ Yong Sha

  
	
  Print Name:  Xinxin Zheng

  	
   

  	
  Print Name: Yong Sha

  
	
  Title: Legal
  Representative

  	
   

  	
  Title: Legal Representative

  
					



 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year herein above first written.


 


 


	
  SIGNED
  AND DELIVERED BY:  

  	
   

  	
  SIGNED
  AND DELIVERED BY:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Xiao-Hong Kou  

  	
   

  	
  /s/
  Song Wang  

  
	
  Xiao-Hong Kou  as
  an individual

  	
   

  	
  Song Wang  as an individual

  



 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year herein above first written.


 


 


	
  CONSOLIDATED CAPITAL HOLDINGS LTD.

  	
   

  	
  HARVEST CENTURY INTERNATIONAL LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Xiao-Hong Kou

  	
   

  	
  By

  	
  /s/ Xiao-Hong Kou

  
	
  Print Name:  Xiao-Hong Kou

  	
   

  	
  Print Name:

  
	
  Title: Director

  	
   

  	
  Title: Director

  
					



 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year herein above first written.


 


 


INVESTORS:


 


 


	
  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/ Robert Headley

  
	
   

  	
  Its:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Headley

  	
   

  	
   

  
	
   

  	
   

  	
  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/ Robert Headley

  
	
  Its:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Headley

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Managing Director

  	
   

  	
   

  
									



 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year herein above first written.


 


 


INVESTORS:


 


 


	
  SIG CHINA INVESTMENTS ONE, LTD

  	
   

  	
  TIGER PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Michael L. Spolan

  	
   

  	
  By

  	
  /s/ Michael Treisman

  
	
  Print Name:  Michael L. Spolan

  	
   

  	
  Print Name: Michael Treisman

  
	
  Title: Vice President,
  SIG Asia Investment LLLP, authorized agent for SIG China Investments One, Ltd.

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INTEL CAPITAL (CAYMAN) CORPORATION

  	
   

  	
  INTEL CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Michael J. Scown

  	
   

  	
  By

  	
  /s/ Michael J. Scown

  
	
  Print Name:  Michael J. Scown

  	
   

  	
  Print Name: Michael J. Scown

  
	
  Title: Authorized
  Signatory

  	
   

  	
  Title: Authorized Signatory

  



 

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year herein above first written.


 


 


INVESTORS:


 


 


	
  JAFCO ASIA TECHNOLOGY FUND II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Hiroshi Yamada

  	
   

  	
   

  
	
  Print Name:  Hiroshi Yamada

  	
   

  	
   

  
	
  Title:  Attorney

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR INVESTMENTS ASIA
  LIMITED

  	
   

  	
  INVESTOR GROUP ASIA LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Nicola McGall

  	
   

  	
  By

  	
  /s/ Nicola McGall

  
	
   

  	
  /s/ Robert de Heus

  	
   

  	
   

  	
  /s/ Robert de Heus

  
	
  Print Name:

  	
   

  	
  Print Name:

  
	
  Title:

  	
   

  	
  Title:

  



 






 










 


Annex
A


 


Definitions


 


Capitalized terms used but not otherwise defined in
this Agreement shall have the meanings given to them in the Share Purchase
Agreement.


 


“Adherence
Agreement” has the meaning ascribed to it in Section 6.1(d) of
this Agreement.


 


“Affiliate”
means, in respect of a Person, any other Person that, directly or indirectly,
through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such Person, and (a) in the case of a natural Person,
shall include, without limitation, such Person’s spouse, parents, children,
siblings, mother-in-law and father-in-law and brothers and sisters-in-law, (b) in
the case of an Investor, shall include any Person who holds Shares as a nominee
for such Investor, and (c) in respect of an Investor, shall also include (i) any shareholder of such Investor, (ii) any
entity or individual which has a direct and indirect interest in such Investor
(including, if applicable, any general partner or limited partner) or any fund
manager thereof; (iii) any Person that directly or indirectly Controls, is
Controlled by, under common Control with, or is managed by such Investor or its
fund manager, (iv) the relatives of any individual referred to in (ii) above,
and (v) any trust Controlled by or held for the benefit of such
individuals.  For the avoidance of doubt,
no Investor shall be deemed to be an Affiliate of any Group Company.


 


“Agreement”
has the meaning ascribed to it in the introductory paragraph of this Agreement.


 


“Beijing Blue I.T.” has the meaning ascribed to it in
introductory paragraph C of this Agreement.


 


“Beijing Jingtian” has the meaning ascribed to it in
introductory paragraph D of this Agreement.


 


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


 


“Bridge Loans”
shall have the meaning ascribed to it in the Series C Purchase Agreement.


 

















 


“Business Day”
or “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, the Hong Kong Special Administrative Region
or the PRC.


 


“Buy-Out
Agreement” has the meaning ascribed to it in Section 9.2(a) of
this Agreement.


 


“CCH” has the meaning ascribed to it in introductory
paragraph I of this Agreement.


 


“CEO”
has the meaning ascribed to it in Section 8.1 of this Agreement.


 


“CEO Director”
has the meaning ascribed to it in Section 8.1 of this Agreement.


 


“Claim Notice”
has the meaning ascribed to it in Section 3.8(c) of this Agreement.


 


“Closing”
has the meaning ascribed to it in the Series C Share Purchase Agreement.


 


“Company”
has the meaning ascribed to it in introductory paragraph A of this Agreement.


 


“Company
Repurchase” has the meaning ascribed to it in recitals of this
Agreement.


 


“Control”,
with respect to any third party, shall have the meaning ascribed to it in Rule 405
under the Securities Act, and shall be deemed to exist for any party (a) when
such party holds at least twenty percent (20%) of the outstanding voting
securities of such third party and no other party owns a greater number of outstanding
voting securities of such third party or (b) over other members of such
party’s immediate family.  Immediate
family members include, without limitation, a person’s spouse, parents,
children, siblings, mother-in-law and father-in-law and brothers and
sisters-in-law.  The terms “Controlling” and “Controlled” have meanings correlative to
the foregoing.


 


“Conversion
Shares” shall mean Ordinary Shares issuable
or issued upon conversion of the Series A
Preferred Shares, Series B Preferred Shares and Series C Preferred
Shares purchased under the Series A Share Purchase Agreement, Series B
Share Purchase Agreement and Series C Share Purchase Agreement.


 


“Director”
shall mean a member of the Board of the Company.


 


“Disclosing Party”
has the meaning ascribed to it in Section 11.4 of this Agreement.


 


“Drag-Along Sale” has the meaning ascribed
to it in Section 9.2 of this Agreement.


 


“Employee Share Option Plan”
shall have the meaning ascribed to it in the Series C Purchase Agreement.


 


“Exchange Act”
shall mean the U.S. Securities and Exchange Act of 1934, as amended.


 

















 


“Final Prospectus”
has the meaning ascribed to it in Section 3.8(d) of this Agreement.


 


“Executive Manager”
has the meaning ascribed to it in Section 8.2 of this Agreement.


 


“First
Participation Notice” has the meaning ascribed to it in Section 4.1(d)(i) of this Agreement.


 


“Form F-3”
has the meaning ascribed to it in Section 3.2(e) of this Agreement.


 


“Form S-3”
has the meaning ascribed to it in Section 3.2(e) of this Agreement.


 


“Group Companies”
shall mean the Company, the PRC Subsidiary, Beijing
Blue I.T., Beijing Jingtian,
Shanghai Jnet and each Person (except individuals)
Controlled by the Company, and a “Group
Company” shall mean each or any of the Group Companies.


 


“HCI”
has the meaning ascribed to it in introductory paragraph J of this Agreement.


 


“Holder”
has the meaning ascribed to it in Section 3.2(d) of this Agreement.


 


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


 


“Ignition” means
each of Ignition Venture Partners III, L.P., a State
of Delaware limited partnership; and Ignition Managing Directors Fund III, LLC,
a State of Delaware limited liability company.


 


“IGC Asia”
means, collectively, Investor Investments Asia Limited, a company
registered in Guernsey, and Investor Group Asia LP, a company registered in
Guernsey.


 


“Independent
Director” has the meaning ascribed to it in Section 8.1 of this
Agreement.


 


“Information”
has the meaning ascribed to it in Section 8.6 of this Agreement.


 


“Initiating
Holders” has the meaning ascribed to it in Section 3.3(b) of
this Agreement.


 


“Intel (Cayman)”
means Intel Capital (Cayman) Corporation, a Cayman Islands company.


 


“Intel (Delaware)”
means Intel Capital Corporation, a corporation incorporated in the State of
Delaware of the United States of America.


 


“Intel
Non-Disclosure Agreement” has the meaning ascribed to it in Section 11.5
of this Agreement.


 

















 


“Investment
Securities” shall mean the Series A Preferred
Shares, Series B Preferred Shares, Series C Preferred Shares and the
Conversion Shares.


 


“Investor”
or “Investors”  shall
mean the Series A Investors, the Series B
Investors and the Series C Investors, collectively.


 


“Investor
Director” has the meaning ascribed to it in Section 8.6 of this
Agreement.


 


“Investor
Observer” has the meaning ascribed to it in Section 8.4 of this
Agreement.


 


“JAFCO” means JAFCO Asia
Technology Fund II, a Cayman Island exempted company.


 


“JAFCO Manager”
has the meaning ascribed to it in Section 13.13 of this Agreement.


 


“JIAP” has the meaning ascribed to it in Section 13.13
of this Agreement.


 


“Key Party”
or “Key Parties” have the meaning
ascribed to it in introductory paragraph K of this Agreement.


 


“Lenders” shall
mean Qiming Venture Partners, L.P., Qiming Managing Directors Fund, L.P., Ignition
Venture Partners III, L.P., Ignition Managing
Directors Fund III, LLC, Starr
International Cayman, Inc, SIG
China Investments One, Ltd,  JAFCO Asia
Technology Fund II, Investor Investments Asia
Limited, Investor Group Asia LP, and Intel Capital Corporation. “Lender” shall
mean each or any of the Lenders.


 


“New Securities”
has the meaning ascribed to it in Section 4.1(c) of this Agreement.


 


“Non-Disclosing
Parties” has the meaning ascribed to it in Section 11.4 of this
Agreement.


 


“Options” shall
have the meaning ascribed to it in the recitals of this Agreement.


 


“Option Agreement”
shall have the meaning ascribed to it in the recitals of this Agreement.


 


“Option Shares”
shall have the meaning ascribed to it in the recitals of this Agreement.


 


“Option
Supplementary Agreement” shall have the meaning ascribed to it in
the recitals of this Agreement.


 


“Ordinary
Shareholders” has the meaning ascribed to it in the introductory
paragraph of this Agreement.


 


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


 

















 


“Participation
Rights Holder” has the meaning ascribed to it in Section 4.1(a) of
this Agreement.


 


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


 


“PRC Subsidiary”
has the meaning ascribed to it in introductory paragraph B of this Agreement.


 


“Preferred Shares”
shall mean the Company’s Series A Preferred Shares, Series B
Preferred Shares, Series C Preferred Shares and/or other preferred shares
of the company that may be issued from time to time.


 


“Prior Agreement”
has the meaning ascribed to it in the recitals of this Agreement.


 


“Pro Rata Co-Sale
Share” has the meaning ascribed to it in Section 5.1(a) of
this Agreement.


 


“Pro Rata Share”
has the meaning ascribed to it in Section 4.1(b) of this Agreement.


 


“Prohibited
Transfer” has the meaning ascribed to it in Section 5.4(a) of
this Agreement.


 


“Qiming” means each of Qiming
Venture Partners, L.P., a Cayman Islands exempted
limited partnership and Qiming Managing Directors
Fund, L.P., a Cayman Islands exempted limited partnership.


 


“Qualified IPO”
shall mean a public offering of Ordinary Shares of the Company (or securities
representing such Ordinary Shares) registered under the Securities Act and with
gross proceeds to the Company of at least US$50
million and an implied, pre-money valuation of US$220
million or more (or with a lower amount of gross proceeds or pre-money
valuation as unanimously approved by the Board), or in a similar public
offering of Ordinary Shares in a jurisdiction and on an internationally
recognized securities exchange or inter-dealer quotation system outside of the
United States, including The Stock Exchange of Hong Kong Limited, provided such
public offering is equivalent to the aforementioned in terms of offering
proceeds and regulatory approval, and is approved by the holders of at least
fifty-one percent (51%) of the then outstanding Preferred Shares.


 


“Registrable
Securities” has the meaning ascribed to it in Section 3.2(b) of
this Agreement.


 


“Registrable
Securities then outstanding” has the meaning ascribed to it in Section 3.2(c) of
this Agreement.


 


“Repurchase for Option”
shall have the meaning ascribed to it in the recitals of this Agreement.


 


“Request Notice”
has the meaning ascribed to it in Section 3.3(a) of this Agreement.


 

















 


“Request
Securities” has the meaning ascribed to it in Section 3.3(a) of
this Agreement.


 


“Revised M&A” shall mean the Fourth Amended and
Restated Memorandum and Articles of Association of the Company to be adopted
immediately following the date of this Agreement to reflect the Starr Transfer.


 


“Right of
Participation” has the meaning ascribed to it in Section 4.1(a) of
this Agreement.


 


“Rights
Participants” has the meaning ascribed to it in Section 4.1(d)(ii) of this Agreement.


 


“Sale and  Purchase Agreement” has the meaning
ascribed to it in the recitals of this Agreement.


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


“Second
Participation Notice” has the meaning ascribed to it in Section 4.1(d)(ii) of this Agreement.


 


“Second
Participation Period” has the meaning ascribed to it in Section 4.1(d)(ii) of this Agreement.


 


“Second Series A
Director” has the meaning ascribed to it in Section 8.1 of this
Agreement.


 


“Securities Act”
shall mean the U.S. Securities Act of 1933, as amended.


 


“Selling
Shareholder” has the meaning ascribed to it in Section 4.2(b) of
this Agreement.


 


“Series A Investors” and “Series A
Investor” has the meaning ascribed to them in introductory paragraph
F of this Agreement.


 


“Series A
Preferred Shares” shall mean the Series A
Preferred Shares of the Company, par value US$0.0001
per share.


 


“Series A Share
Purchase Agreement” has the meaning ascribed to it in the recitals
of this Agreement.


 


“Series B
Investors” and “Series B Investor”
has the meaning ascribed to them in introductory paragraph G of this Agreement.


 


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


 


“Series B Share
Purchase Agreement” has the meaning ascribed to it in the recitals
of this Agreement.


 


“Series C
Investors” and “Series C Investor”
has the meaning ascribed to them in introductory paragraph H of this Agreement,
which shall include the Lenders.


 

















 


“Series C-1
Preferred Shares” shall mean the Company’s Series C-1 Preferred
Shares, par value US$0.0001 per share.


 


“Series C-2
Preferred Shares” shall mean the Company’s Series C-2 Preferred
Shares, par value US$0.0001 per share.


 


“Series C-3
Preferred Shares” shall mean the Company’s Series C-3 Preferred
Shares, par value US$0.0001 per share.


 


“Series C
Preferred Shares” shall mean collectively the Company’s Series C-1
Preferred Shares, Series C-2 Preferred Shares and Series C-3
Preferred Shares, par value US$0.0001 per share.


 


“Series C Share
Purchase Agreement” has the meaning ascribed to it in the recitals
of this Agreement.


 


“Shanghai Jnet” has the meaning ascribed to it in
introductory paragraph D of this Agreement.


 


“Shareholders”
shall mean the Ordinary Shareholders and the Investors (each a “Shareholder”), unless the text specifically
indicate otherwise.


 


“Shares”
shall mean all Preferred Shares and all Ordinary Shares now owned or
subsequently acquired by any Shareholder.


 


“SIG” shall mean
SIG China Invetments One, Ltd.


 


“Starr” means
Starr International Cayman, Inc., a Cayman Islands company.


 


“Subsidiary”
or “subsidiary” shall mean, with
respect to any subject entity (the “subject
entity”), (i) any company,
partnership or other entity (x) more than 50% of whose shares or other
interests entitled to vote in the election of directors or (y) more than a
50% interest in the profits or capital of such entity are owned or controlled
directly or indirectly by the subject entity or through one (1) or more
Subsidiaries of the subject entity, (ii) any entity whose assets, or
portions thereof, are consolidated with the net earnings of the subject entity
and are recorded on the books of the subject entity for financial reporting
purposes in accordance with IAS or U.S. GAAP, or (iii) any entity with respect to which the
subject entity has the power to otherwise direct the business and policies of
that entity directly or indirectly through another subsidiary.  For the avoidance of doubt, the Subsidiaries
of the Company shall include the PRC Subsidiary,
Beijing Blue I.T., Beijing Jingtian
and Shanghai Jnet.


 


“Terms”
has the meaning ascribed to it in Section 11.1 of this Agreement.


 


“Tiger”
means Tiger Partners, L.P.


 


“Trade Sale”
has the meaning ascribed to it in Section 9.1 of this Agreement.


 

















 


“Transaction
Agreements” shall mean this Agreement, the Series C Share
Purchase Agreement, and any other document, certificate, and agreement
delivered in connection with the transactions contemplated hereby and thereby.


 


“Transfer Notice”
has the meaning ascribed to it in Section 4.2(b) of this Agreement.


 


“Transfer Shares”
has the meaning ascribed to it in Section 4.2(b) of this Agreement.


 


“US$”
shall mean the lawful currency of the United States of America.


 


“U.S. GAAP” shall mean the accounting principles
generally accepted in the United States.


 


“UNCITRAL Rules”
has the meaning ascribed to it in Section 13.12(b) of this Agreement.


 


“Violation”
has the meaning ascribed to it in Section 3.8(a) of this Agreement.


 














 


Annex
B


 


List
of Series A Investors and Addresses for Notices


 


	
  Name of Investor

  	
   

  	
  Address for Notices

  
	
   

  	
   

  	
   

  
	
  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.

  Beijing Representative Office

  Room 17

  Beijing Fortune Building

  No.5 Dong San Huan Bei Lu

  Chao Yang District, Beijing 100004, China

  Attention: 
  Chief Representative

  Fax: 8610 6590 9729

   

  
	
  INTEL CAPITAL (CAYMAN)
  CORPORATION (formerly known as Intel Capital Corporation)  

  	
   

  	
  c/o Intel Semiconductor Ltd

  32/F Two Pacific Place

  88 Queensway Central

  Hong Kong

  Fax: +852 2240-3775

  Attn: APAC Portfolio Manager

   

  With an e-mail copy in PDF format to

  apacportfolio@intel.com

  



 

















 


	
  INVESTOR
  INVESTMENTS ASIA LIMITED

  	
   

  	
  Canada Court,
  Upland Road

  St Peter Port

  Guernsey, GY1 3BQ 

  Fax: +44 1481 744 555 

  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

  AMOALL@investorab.com

   

   

  
	
  INVESTOR
  GROUP ASIA LP

  	
   

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

  Canada Court, Upland Road

  St Peter Port

  Guernsey, GY1 3BQ 

  Fax: +44 1481 744 555

  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

  AMOALL@investorab.com

  



 

















 


Annex
C


 


List of Series B Investors and Addresses for
Notices


 


	
  Name of Series B
  Investor

  	
   

  	
  Address for Notices

  
	
   

  	
   

  	
   

  
	
  QIMING VENTURE PARTNERS, L.P.

  	
   

  	
  11400 SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  John Zagula

  Phone: 
  (425) 709-0772

  Fax: 
  (425) 709-0798

   

  
	
  QIMING MANAGING DIRECTORS FUND, L.P.

  	
   

  	
  11400 SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  John Zagula

  Phone: 
  (425) 709-0772

  Fax: 
  (425) 709-0798

   

  
	
  IGNITION VENTURE PARTNERS III, L.P.

  	
   

  	
  11400 SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  John Zagula

  Phone: 
  (425) 709-0772

  Fax: 
  (425) 709-079

   

  
	
  IGNITION MANAGING DIRECTORS FUND III, LLC

  	
   

  	
  11400 SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  John Zagula

  Phone: 
  (425) 709-0772

  Fax: 
  (425) 709-079

   

  
	
  TIGER PARTNERS, L.P.

   

  	
   

  	
  c/o Tiger Management
  L.L.C.

  101 Park Avenue

  New York, New York 10178

  Attention: General Counsel

  Fax: (646) 417-7809

  Telephone: (212) 984-2548

  With an email copy in PDF format to:

  michael.treisman@tigerfund.com

  



 

















 


	
  SIG CHINA INVESTMENTS
  ONE, LTD

  	
   

  	
  Suite 5711, Plaza 66

  1266 Nanjing Road West

  Shanghai, China 200040

  Fax: +86 21 6113 0128

  Attention: Peter Tan

  All email correspondence
  to: Peter.Tan@sig.com

   

  With a copy to:

  Michael L. Spolan

  Susquehanna Asia
  Investment, LLP

  101 California Street,
  Suite 3250

  San Francisco, CA 94

   

  
	
  JAFCO ASIA TECHNOLOGY
  FUND II

   

  	
   

  	
  c/o JAFCO Investment (Asia Pacific) Ltd

  6 Battery Road

  #42-01 Singapore 049909

  Attn: The President

  Fax: +65 6221 3690

   

  With a copy to:

  JAFCO Investment (Hong Kong) Ltd.

  Beijing Representative Office

  Room 17

  Beijing Fortune Building

  No.5 Dong San Huan Bei Lu

  Chao Yang District, Beijing 100004, China

  Attention: 
  Chief Representative

  Fax: 8610 6590 9729

   

  
	
   

  	
   

  	
   

  
	
  INVESTOR INVESTMENTS ASIA
  LIMITED

   

  	
   

  	
  Canada Court,
  Upland Road

  St Peter Port

  Guernsey, GY1 3BQ 

  Fax: +44 1481 744 555

  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

  AMOALL@investorab.com 

   

  



 

















 


	
  INVESTOR GROUP ASIA LP

   

  	
   

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

  Canada Court, Upland Road

  St Peter Port

  Guernsey, GY1 3BQ 

  Fax: +44 1481 744 555

  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

  AMOALL@investorab.com

  



 














 


Annex
D


 


List of Series C Investors and Addresses for
Notices


 


	
  Name of Series C
  Investor

  	
   

  	
  Address for Notices

  
	
   

  	
   

  	
   

  
	
  QIMING VENTURE PARTNERS, L.P.

  	
   

  	
  11400 SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  John Zagula

  Phone: 
  (425) 709-0772

  Fax: 
  (425) 709-0798

   

  
	
  QIMING MANAGING DIRECTORS FUND, L.P.

  	
   

  	
  11400 SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  John Zagula

  Phone: 
  (425) 709-0772

  Fax: 
  (425) 709-0798

   

  
	
  IGNITION VENTURE PARTNERS III, L.P.

  	
   

  	
  11400 SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  John Zagula

  Phone: 
  (425) 709-0772

  Fax: 
  (425) 709-079

   

  
	
  IGNITION MANAGING DIRECTORS FUND III, LLC

  	
   

  	
  11400 SE Sixth Street

  Suite 100

  Bellevue, Washington 98004

  Attention:  John Zagula

  Phone: 
  (425) 709-0772

  Fax: 
  (425) 709-079

   

  
	
  TIGER PARTNERS, L.P.

   

  	
   

  	
  c/o Tiger Management
  L.L.C.

  101 Park Avenue

  New York, New York 10178

  Attention: General Counsel

  Fax: (646) 417-7809

  Telephone: (212) 984-2548

  With an email copy in PDF format to:

  michael.treisman@tigerfund.com

  



 

















 


	
  SIG CHINA INVESTMENTS
  ONE, LTD

  	
   

  	
  Suite 5711, Plaza 66

  1266 Nanjing Road West

  Shanghai, China 200040

  Fax: +86 21 6113 0128

  Attn: Peter Tan

  All email correspondence
  to: Peter.Tan@sig.com

   

  With a copy to:

  Michael L. Spolan

  Susquehanna Asia
  Investment, LLP

  101 California Street,
  Suite 3250

  San Francisco, CA 94

   

  
	
  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.

  Beijing Representative Office

  Room 817

  Beijing Fortune Building

  No.5 Dong San Huan Bei Lu

  Chao Yang District, Beijing 100004, China

  Attention: 
  Chief Representative

  Fax: 8610 6590 9729

   

  
	
  INTEL CAPITAL CORPORATION
  

  	
   

  	
  c/o Intel Semiconductor Ltd

  32/F Two Pacific Place

  88 Queensway Central

  Hong Kong

  Fax: +852 2240-3775

  Attn: APAC Portfolio Manager

   

  With an e-mail copy in PDF format to

  apacportfolio@intel.com

  



 

















 


	
  INVESTOR INVESTMENTS ASIA
  LIMITED

   

  	
   

  	
  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

  AMOALL@investorab.com 

   

  
	
  INVESTOR GROUP ASIA LP

   

  	
   

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

  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

  AMOALL@investorab.com

  



 

















 


EXHIBIT A


 


ADHERENCE
AGREEMENT


 


This Adherence Agreement (“Adherence Agreement”) is executed by the
undersigned (the “Transferee”)
pursuant to the terms of the Third Amended and Restated Investors’ Rights
Agreement dated as of               ,
2010 (the “Agreement”) by and
among ChinaCache International Holdings Ltd., a Cayman Islands exempted company
(the “Company”) and certain of its
shareholders and in consideration of the Shares subscribed for by the
Transferee thereunder and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged.  Capitalized terms used but not defined herein
shall have the respective meanings ascribed to such terms in the Agreement.  By the execution of this Adherence Agreement,
the Transferee agrees as follows:


 


1.                                       Acknowledgment. 
Transferee acknowledges that Transferee is acquiring [number]
[Preferred/Ordinary] shares of the Company (the “Shares”) from [name of transferor] (the “Transferor”), subject to the terms and
conditions of the Agreement.


 


2.                                       Agreement. 
Immediately upon transfer of the Shares, Transferee (i) agrees that
the Shares acquired by Transferee shall be bound by and subject to the terms of
the Agreement applicable to the Transferor, and (ii) hereby adopts the
Agreement with the same force and effect as if Transferee were originally a/an
[Ordinary Shareholder thereunder(if
transferor is an Ordinary Shareholder)]/[Investor thereunder (if transferor is an Investor other than Intel)][Investor
thereunder, and Transferee acknowledges, confirms and agrees that neither it
nor its assignees or transferees shall enjoy the exceptions applicable to
[Intel (Cayman) / Intel (Delaware)] in Sections 9.2 and 11 of the Agreement (if transferor is Intel)].


 


3.                                       Notice.  Any notice
required or permitted by the Agreement shall be given to Transferee at the
address listed beside Transferee’s signature below.


 


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


 


EXECUTED AND DATED this
             day of
                                  ,
        .


 


 


	
   

  	
  TRANSFEREE:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
  CHINACACHE INTERNATIONAL
  HOLDINGS LTD.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
								



 














 


EXHIBIT B


 


INDEMNIFICATION AGREEMENT


 














 


EXHIBIT C


 


BUY-OUT AGREEMENT