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Agreement#: AG-428934
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Share Pledge Agreement, Dated September 19, 2007

Effective Date: September 19, 2007
Parties:

China Cablecom Holdings,

Sectors: Telecommunications
Exhibit 10.15

PLEDGE AGREEMENT

SHARE PLEDGE AGREEMENT (" Agreement" ) dated as of September 19, 2007, by Clive Ng (" Pledgor" ), in favor of THE PERSONS AND ENTITIES LISTED ON THE SCHEDULE OF INVESTORS attached hereto as Schedule III (each an " Investor" , and collectively, the " Investors" ).

RECITALS

A. Pursuant to the Purchase Agreement dated as of September 19, 2007, by and among China Cablecom Ltd., a British Virgin Islands company (" Company" ) and Investors (including all annexes, exhibits and schedules thereto, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Purchase Agreement" ), Investors have agreed to purchase from Company the Units (as defined in the Purchase Agreement).

B. Pledgor is the record and beneficial owner of the Stock of Company listed as owned by it in Schedule I attached hereto and, accordingly, will derive direct and indirect economic benefits as a result of the purchase of the Units by Investors under the Purchase Agreement.

C. In order to induce Investors to purchase the Units pursuant to the terms of the Purchase Agreement, Pledgor has agreed to pledge the Pledged Collateral (as defined below) to Investors at the First Closing (as defined in the Purchase Agreement) in the amount set forth in Schedule I in accordance herewith. These recitals shall be construed as part of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor and Investors agree as follows:

1. Definitions . Unless otherwise defined herein, capitalized terms or matters of construction defined or established in the Notes shall be applied herein as defined or established therein, and the following terms shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

" Governmental Authority" means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

" Pledged Collateral" has the meaning assigned to it in Section 2 below.


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" Pledged Stock" means those shares of or interests in Stock listed in Schedule I attached hereto.

" Secured Obligations" has the meaning assigned to it in Section 3 below.

" Stock" means all shares, options, warrants, general or limited partnership interests, membership interests, or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other " equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).

2. Pledge . Pledgor hereby pledges to Investors and grants to Investors a first priority Lien on the Pledged Stock owned by Pledgor and the certificates, if any, representing such Pledged Stock and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Stock (collectively, the " Pledged Collateral" ).

3. Security for Obligations . This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of the Obligations, including all obligations of Pledgor now or hereafter existing under this Agreement, together with all fees, costs and expenses of enforcement of this Agreement whether in connection with collection actions hereunder or otherwise (collectively, the " Secured Obligations" ).

4. Non-Recourse Nature of Guaranty and Pledge . In consideration of the purchase of the Notes by Investor for the benefit of Company and Pledgor, and for other valuable consideration, the receipt and adequacy of which Pledgor hereby acknowledges, Pledgor hereby unconditionally and irrevocably guarantees to Investors the prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations. Notwithstanding the generality of the foregoing or any contrary term or provision contained herein, it is understood and agreed that Investors' sole recourse hereunder against Pledgor shall be limited to the Pledged Collateral, and Pledgor shall not have any personal liability hereunder in the event that the Pledged Collateral proves to be insufficient to satisfy the Secured Obligations.

5. Delivery of Pledged Collateral . All certificates, if any, evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Investors pursuant hereto. All Pledged Stock, if certificated, shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Investors.

6. Representations and Warranties . Pledgor represents and warrants to Investors that:

(a) Pledgor' s principal residence is set forth in Section 19 below;

(b) Pledgor is, and at the time of pledge of the Pledged Stock owned by it to Investors will be, the sole holder of record and the sole beneficial owner of such Pledged


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Collateral free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement or the other Transaction Documents;

(c) Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by Pledgor to Investors as provided herein;

(d) none of the Pledged Stock owned or held by Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;

(e) (i) Pledgor is the sole owner of the Pledged Stock pledged by it hereunder and such Pledged Stock, if certificated, is presently represented by the certificates listed in Schedule I attached hereto, and (ii) as of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Stock pledged by Pledgor hereunder;

(f) no consent, approval, authorization or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the pledge by Pledgor of the Pledged Collateral owned or held by it pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the exercise by Investors of the voting or other rights provided for in this Agreement or the remedies in respect of such Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally;

(g) the pledge, assignment and delivery of the Pledged Collateral owned or held by Pledgor pursuant to this Agreement will create a valid first priority Lien in favor of Investors upon such Pledged Collateral and the proceeds thereof securing the payment of the Secured Obligations, subject to no other Lien; and

(h) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws and equitable principals affecting creditors' rights generally.

The representations and warranties set forth in this Section 6 shall survive the execution and delivery of this Agreement.

7. Covenants . Pledgor covenants and agrees that, without the prior written consent of a Majority in Interest of Investors:

(a) Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to any Pledged Collateral owned or held by it, or any unpaid dividends or other distributions or payments with respect to such Pledged Collateral, or grant a Lien on such Pledged Collateral;

(b) subject to Section 4 above, Pledgor: (i) will, at its reasonable expense, promptly execute, acknowledge and deliver all such instruments and documents and all such


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property evidencing the Pledged Collateral and take all such actions as Investors from time to time may request in order to ensure to Investors the benefits of the Liens intended to be created by this Agreement upon the Pledged Collateral owned or held by it; and (ii) will cooperate with Investors in obtaining all necessary approvals and making all necessary filings under applicable laws in connection with such Liens or, following an Event of Default, any sale or transfer of such Pledged Collateral;

(c) Pledgor has and will defend title to the Pledged Collateral owned or held by it and the Liens of Investors on such Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and

(d) Pledgor will, upon obtaining ownership of any additional Stock of Company that does not already constitute Pledged Collateral hereunder, promptly (and in any event within three business days after it acquires any such additional Stock) deliver to Investors a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II attached hereto (each, a " Pledge Amendment" ), in respect of any such additional Stock, pursuant to which Pledgor shall pledge to Investors all of such additional Stock, and Pledgor hereby authorizes Investors to attach each such Pledge Amendment to this Agreement and agrees that all Pledged Stock listed in any such Pledge Amendment delivered to Investors shall for all purposes hereunder be considered Pledged Collateral.

8. Pledgor' s Rights . So long as no Event of Default shall have occurred and be continuing:

(a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral or any part thereof pledged by it hereunder for all purposes not inconsistent with the provisions of this Agreement, the Purchase Agreement or any other Transaction Document; provided , that no vote shall be cast, and no consent shall be given or action taken, that would have the effect of impairing the position or interest of Investors in respect of such Pledged Collateral or that would authorize, effect or consent to (unless and to the extent expressly permitted by the Purchase Agreement or as contemplated by the Agreement and Plan of Merger with Jaguar Acquisition Corporation):

(i) the dissolution or liquidation, in whole or in part, of Company;

(ii) the consolidation or merger of Company with any other Person;

(iii) the sale, disposition or encumbrance of all or substantially all of the assets of Company, except for Liens in favor of Investors and any other Permitted Liens;

(iv) any change in the authorized number of shares of, the amount of interest in, or the stated capital or the authorized share capital of, Company or the issuance of any additional shares of or interests in its Stock; or

(v) the alteration of the voting rights with respect to the Stock of Company.


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(b) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and other distributions paid in respect of the Pledged Stock pledged by it hereunder to the extent not in violation of the Purchase Agreement, except for any and all: (i) dividends and other distributions paid or payable other than in cash in respect of any such Pledged Collateral and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Stock in connection with a partial or total liquidatio ...

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Agreement#: AG-428934
Pages: 16 pages
Format: MS Word MS Word Compatible
Price: $35.00
Add To Cart