Common use of Commitment and Guarantee Clause in Contracts

Commitment and Guarantee. Party A and Party B agree that if the commitment and guarantee made by one party to the other according to this article are verified to be untruthful and misleading, resulting the losses to the other party, such party shall make corresponding compensation for the other party to avoid loss. 1) The commitment and guarantee of Party A to Party B are as follows: (a) Party A guarantees that it is the legal owner of the leased housing and that the leased housing meets the requirements herein in terms of quantity and quality and may be used for the purpose agreed in paragraph 2 in Article 2 herein according to the law. (b) Party A shall ensure that the quality of the project undertaken meets the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein. If the project quality does not meet the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein, Party A shall instruct the construction unit to rectify within a time limit; in case of still nonconformity to the current national standard eligibility criteria after rectification within a time limit, Party A constitutes breach of contract and Party B may terminate the Contract unilaterally and require Party A to double return the construction deposit paid. (c) The property completion has been approved by relevant government departments in Waigaoqiao Free Trade Zone. Party A shall provide the copies of relevant evidential documents, including the written acceptance of the quality supervision department in Waigaoqiao Free Trade Zone and the fire acceptance documents from the fire department for the housing for Party B when delivering the housing. Party A shall handle and obtain the housing title deed within 12 months after meeting the title deed conditions and provide Party B with the copy of the title deed. (d) Party A guarantees that any mortgage, guarantee or other behaviors that may affect the right of Party B to lease the housing are not set in the leased housing before signing of the Contract. (e) Party A has provided Party B with the planning, existing facilities, equipment, buildings and other information (as shown in Appendix 5) within 1km around the leased housing (within the scope of the Free Trade Zone). If the government adjusts the planning, Party A may not bear any responsibility for Party B. (f) To make operations in Party B’s leased housing after Party B formally uses the leased housing, Party A shall give a written notice, obtain the written reply of Party B and comply with Party B’s rules and regulations under the guidance of Party B. Party B shall give a written reply within 1 working day upon receipt of prior notice from Party A, except the circumstances in which Party A shall make emergency repair for the leased housing and supporting facilities according to the Contract. Party A does not constitute breach of contract in case of failure to enter the leased housing for emergency repair for Party B’s failure to reply timely, affecting normal operating activities of Party B or resulting in losses to Party B. (g) Party A guarantees that Party B will not be subject to improper interference from Party A within the lease term. If Party B cannot operate normally due to Party A’s arbitrary termination of the Contract or other nonperformance in the lease term, Party B has the right to terminate the Contract and Party A shall bear the liquidated damages at three-month rent. If the liquidated damages are insufficient to make up for the losses to Party B, Party A shall compensate for actual losses to Party B. (h) The shareholding transfer between Party A and its affiliated companies shall not be deemed as Party A’s breach of contract without prejudice to the rights and obligations of Party B under the Contract. If Party A terminates the Contract unilaterally without permission due to the shareholding transfer between Party A and its affiliated companies, Party B has the right to terminate the Contract and Party A shall bear the liquidated damages at three-month rent. If the liquidated damages are insufficient to make up for the losses to Party B, Party A shall compensate for actual losses to Party B. (i) Party A shall sign and perform the Contract with legal authorization and the approval of competent authority through relevant procedures; otherwise, Party A shall bear the actual resulting losses to Party B. (j) Party B shall strive to build a 35KV substation in principle. Within three months after the independent legal entity established by Party B according to paragraph 2) a) in Article 12 of the supplementary terms and the initial registered capital is in place, the legal person applies for handling loads with the total amount not exceeding RMB[REDACTED]16 to the bank and Party A assists in seeking guarantee. The loans will be used for construction of 35KV substation. In case of failure to obtain the loads within three months, Party A is responsible for building the 35KW substation for lease and Party B shall provide the guarantee approved by Party A upon written requirements of Party B and the legal person to Party A. The specific lease term, substation rent, substation purchase and ownership transfer and other relevant matters shall be clarified in Appendix 7. Both parties shall strive to complete the substation construction by close coordination 1 month prior to the lease commencement date and deliver to Party B for use. 2) The commitment and guarantee of Party B to Party A are as follows: (a) Party B will register and establish a new foreign-funded enterprise in Party A’s Sanlian Development Park as the independent legal entity of Party B’s Shanghai Data Center project. The initial registered capital of the new company is about USD 10 million (temporary) and the capital is increased to USD 30 million within three years. (b) Party B is an investor intending to invest and establish an independent legal entity in Shanghai Waigaoqiao Free Trade Zone. Before the independent legal entity is approved by the government agency for registration, the lease contract (and the supplementary terms) signed by Party B’s legal representative or its entrusted agent through authorization is binding on Party B; after being approved and registered by the government registration authority (i.e. obtaining the approval certificate, the business license and other legal evidential documents according to law), the independent legal entity shall continue to perform all rights and obligations in the lease contract (and the supplementary terms). (c) Party B commits to actively coordinate with Party A in confirmation of various design drawings and written documents at the leased housing design and construction stage. The complete set of construction design drawings provided by Party A shall be subject to written confirmation and reply within 30 days, the scheme design and preliminary design drawings shall be subject to written confirmation within 7 working days and the other schemes and written materials are generally subject to written confirmation within 3 working days. (d) The leased housing occupation, use and earnings by Party B shall meet the provisions in the lease contract (and the supplementary terms) and the appendices and comply with the building, 16 Confidential treatment requested fire prevention, environmental protection, health and epidemic prevention laws, regulations and policies in the People’s Republic of China, Shanghai and Waigaoqiao Free Trade Zone. (e) Party B guarantees not to surrender for no reason within the lease term of the Contract. In case of surrender in advance, the lease deposit equivalent to 3-month rent is not returned and Party A has the right to require Party B to compensate for the total amount of the nonperformance part in previous 5.5 years (including 180-day decoration preparation period) in the contract lease term one time. (f) In case of failure to pay the rent payable for 6 months to Party A for Party B’s reasons, Party B is deemed to surrender unilaterally in advance and Party A has the right to cancel the right of Party B to purchase 87# and 88# buildings and require Party B to bear the liability for breach of contract according to paragraph 2) d) in Article 12 of the supplementary terms; in case of above circumstance, Party A may unilaterally terminate the Contract and has the right to apply for relocating or locally sealing all devices and properties of Party B in the leased housing to the local people’s court. The resulting costs are borne by Party B. Party A shall assist the executive staff of the court to protect Party B’s properties. (g) Party B shall sign and perform the Contract with legal authorization and the approval of competent authority through relevant procedures; otherwise, Party B shall bear the actual resulting losses to Party A.

Commitment and Guarantee. Party A 3.1 Both parties are formally registered, established and Party B agree that if effective companies existing according to the commitment various laws prevailing in the registration jurisdiction. 3.2 Both parties have taken all necessary actions and guarantee made by (unless otherwise specified herein) obtained all consents, approvals, authorizations and licenses needed for signing the Agreement. The signing of the Agreement shall not violate (i) either parties’ Articles of Association, (ii) other agreements or obligations, or (iii) any established laws, regulations or ordinances prevailing in China or other related jurisdictions. Both parties’ signatories are fully authorized to sign the Agreement. 3.3 Both parties shall commit to and prompt their affiliated companies (including the controlled entities) to take all necessary actions (or not to take any unnecessary actions) to properly fulfill their obligations herein. If one party to the other according to this article are verified to be untruthful and misleading, resulting the losses to asks the other party’s any affiliated company (including the controlled entity) to sign another specific implementation agreement or supplementary agreement concerning the affiliated company’s (the controlled entity’s) implementation of the Agreement as agreed herein, both parties shall guarantee to prompt their relevant affiliated companies (including the controlled entities) to sign such party shall make corresponding compensation for agreement with the other party to avoid lossas required. 3.4 Both parties commit that, unless otherwise specified under the Agreement, as agreed by both parties, various expenses duly paid by the party accepting the comprehensive service shall be fully paid according to the payment mode specified by both parties. 3.5 Both parties commit and guarantee that they have full right to sign the Agreement. 3.6 Both parties commit that the corresponding services are mutually provided in conformity with various applicable industrial technical standards and specifications. If such technical standards and specifications are not available, usual service standards prevailing in the same industry must be met. 3.7 Party A agrees to provide Party B with the services hereunder and to accept corresponding services from Party B as set forth herein, and to make the following commitments and guarantees to Party B: (1) The commitment Party A commits to guarantee the quality of comprehensive services provided by Party A to Party B. (2) Party A guarantees that the quality of comprehensive services provided would neither be lower than that of similar services enjoyed by Party B before the Agreement’s Effective Date, nor that of similar services provided by Party A to the independent third party after the Agreement’s Effective Date. 3.8 Party B agrees to accept the services hereunder from Party B and to provide Party A with the corresponding services as set forth herein, and make the following commitments and guarantees to Party A: (1) Party B commits that the quality of comprehensive service provided by Party B to Party A could be guaranteed; and (2) Party B guarantees that the quality of comprehensive service provided would neither be lower than that of similar services enjoyed by Party A before the Agreement’s Effective Date, nor that of similar services provided by Party B to the independent third party after the Agreement’s Effective Date. 3.9 In order to effectively, timely and fully implement the Agreement, both parties shall properly cooperate with each other. If any major changes happen to the provision of services and any party cannot fulfill its obligations under the Agreement for this reason, the party shall inform the other party of such situation. 3.10 Both parties agree that they would mutually provide corresponding services, follow the service content, pricing principles and applicable industrial liquidation rules specified herein and conduct the liquidation based on the reciprocity principle. 3.11 Both parties agree that: the fee standards for various services mutually provided by both parties could be determined in the following order so as to guarantee of that various services provided by Party A to Party B and that Party B Party A are in conformity with general commercial clauses or better clauses: (1) The price shall be determined by the government (including NDRC); (2) If the government pricing is not available, it shall be determined based on the national railway charging rules and standards within the scope of government reference price (including but not limited to Notice on Adjusting Railway Freight Rate and Further Improving the Pricing Mechanism by NDRC); (3) If the government pricing and government reference price are not applicable, it shall be determined based on the applicable industrial pricing and liquidation rules (including but not limited to Notice on Specifying Various Matters related to 2014 Financial Settlement of Railway Transportation Enterprises issued by CRC); (4) If the governing pricing, government reference price and industrial price liquidation rules are not applicable, corresponding transaction price shall be negotiated and determined based on the comparable market price or charging standards. However, such market price or charging standards shall be determined according to the following mechanism: in terms of Party A’s provision of services to Party B, Party B shall mainly select the most competitive service provider by means of open purchasing or open tender; in terms of Party B’s provision of services to Party A, Party B will compete with other service providers, and consider the comparable market price or pricing principles while submitting the bid; (5) If the government pricing, government reference price and industrial price liquidation rules are neither applicable, nor the comparable market price or charging standards, it shall be determined based on the price of corresponding non-related/related transactions between both parties and their trading parties. In terms of services to be provided by Party A to Party B, Party B shall compare the price Party A usually charges to other parties for similar services; in terms of services to be provided by Party B to Party A, Party B shall compare the price it sets for other parties during the same period for similar services, each way to guarantee that the terms to Party B would be in conformity with general commercial clauses or better clauses for services provided between Party A and Party B; (6) If none of the charging standards set forth in (1) to (5) above are not applicable, the specific charging standards shall be determined according to the actual cost of all services provided plus reasonable profits and the actual taxes and additional charges paid. 3.12 Both parties agree that the term of the Agreement will be from the Effective Date to December 31, 2022. 3.13 Both parties confirm that, the maximum amount of the Comprehensive Service Charges from (1) January 1, 2020 to December 31, 2020, (2) January 1, 2021 to December 31, 2021, and (3) January 1, 2022 to December 31, 2022, shall respectively be described as follows: (a1) Party A guarantees that it is RMB22.758.28 Billion from January 1, 2020 to December 31, 2020, of which: i. the legal owner maximum amount of the leased housing and that the leased housing meets the requirements herein in terms of quantity and quality and may be used for the purpose agreed in paragraph 2 in Article 2 herein according to the law. (b) Party A shall ensure that the quality of the project undertaken meets the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein. If the project quality does not meet the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein, Party A shall instruct the construction unit to rectify within a time limit; in case of still nonconformity to the current national standard eligibility criteria after rectification within a time limit, Party A constitutes breach of contract and Party B may terminate the Contract unilaterally and require Party A to double return the construction deposit paid. (c) The property completion has been approved by relevant government departments in Waigaoqiao Free Trade Zone. Party A shall provide the copies of relevant evidential documents, including the written acceptance of the quality supervision department in Waigaoqiao Free Trade Zone and the fire acceptance documents from the fire department for the housing annual railway transportation service charges for Party B when delivering the housing. Party A shall handle and obtain the housing title deed within 12 months after meeting the title deed conditions and provide Party B with the copy A’s provision of the title deed. (d) Party A guarantees that any mortgage, guarantee or other behaviors that may affect the right of Party B services to lease the housing are not set in the leased housing before signing of the Contract. (e) Party A has provided Party B with the planning, existing facilities, equipment, buildings and other information (as shown in Appendix 5) within 1km around the leased housing (within the scope of the Free Trade Zone). If the government adjusts the planning, Party A may not bear any responsibility for Party B. (f) To make operations in Party B’s leased housing after Party B formally uses the leased housing, Party A shall give a written notice, obtain the written reply of Party B and comply with Party B’s rules and regulations under the guidance of Party B. Party B shall give a written reply within 1 working day upon receipt be XXX0.00000 Xxxxxxx; ii. the maximum amount of prior notice from annual railway-related service charges for Party A, except ’s provision of services to Party B shall be RMB1.9132 Billion; iii. the circumstances in which maximum amount of annual charges for Party A A’s provision of other services to Party B shall make emergency repair for be RMB415.94 Million; iv. the leased housing and supporting facilities according to the Contract. Party A does not constitute breach maximum amount of contract in case of failure to enter the leased housing for emergency repair annual railway transportation service charges for Party B’s failure provision of services to reply timely, affecting normal operating activities of Party B or resulting in losses to Party B. (g) Party A guarantees that Party B will not be subject to improper interference from Party A within the lease term. If Party B cannot operate normally due to Party A’s arbitrary termination of the Contract or other nonperformance in the lease term, Party B has the right to terminate the Contract and Party A shall bear the liquidated damages at three-month rent. If the liquidated damages are insufficient to make up for the losses to Party B, Party A shall compensate for actual losses to Party B. (h) The shareholding transfer between Party A and its affiliated companies shall not be deemed as Party A’s breach of contract without prejudice to the rights and obligations of Party B under the Contract. If Party A terminates the Contract unilaterally without permission due to the shareholding transfer between Party A and its affiliated companies, Party B has the right to terminate the Contract and Party A shall bear the liquidated damages at three-month rent. If the liquidated damages are insufficient to make up for the losses to Party B, Party A shall compensate for actual losses to Party B. (i) Party A shall sign and perform the Contract with legal authorization and the approval of competent authority through relevant procedures; otherwise, Party A shall bear the actual resulting losses to Party B. (j) Party B shall strive to build a 35KV substation in principle. Within three months after the independent legal entity established by Party B according to paragraph 2) a) in Article 12 of the supplementary terms and the initial registered capital is in place, the legal person applies for handling loads with the total amount not exceeding RMB[REDACTED]16 to the bank and Party A assists in seeking guarantee. The loans will be used for construction of 35KV substation. In case of failure to obtain the loads within three months, Party A is responsible for building the 35KW substation for lease and Party B shall provide the guarantee approved by Party A upon written requirements of Party B and the legal person to Party A. The specific lease term, substation rent, substation purchase and ownership transfer and other relevant matters shall be clarified in Appendix 7. Both parties shall strive to complete the substation construction by close coordination 1 month prior to the lease commencement date and deliver to Party B for use. 2) The commitment and guarantee of Party B to Party A are as follows: (a) Party B will register and establish a new foreign-funded enterprise in Party A’s Sanlian Development Park as the independent legal entity of Party B’s Shanghai Data Center project. The initial registered capital of the new company is about USD 10 million (temporary) and the capital is increased to USD 30 million within three years. (b) Party B is an investor intending to invest and establish an independent legal entity in Shanghai Waigaoqiao Free Trade Zone. Before the independent legal entity is approved by the government agency for registration, the lease contract (and the supplementary terms) signed by Party B’s legal representative or its entrusted agent through authorization is binding on Party B; after being approved and registered by the government registration authority (i.e. obtaining the approval certificate, the business license and other legal evidential documents according to law), the independent legal entity shall continue to perform all rights and obligations in the lease contract (and the supplementary terms). (c) Party B commits to actively coordinate with Party A in confirmation of various design drawings and written documents at the leased housing design and construction stage. The complete set of construction design drawings provided by Party A shall be subject to written confirmation and reply within 30 days, RMB7,725.18 Million; v. the scheme design and preliminary design drawings shall be subject to written confirmation within 7 working days and the other schemes and written materials are generally subject to written confirmation within 3 working days. (d) The leased housing occupation, use and earnings by Party B shall meet the provisions in the lease contract (and the supplementary terms) and the appendices and comply with the building, 16 Confidential treatment requested fire prevention, environmental protection, health and epidemic prevention laws, regulations and policies in the People’s Republic of China, Shanghai and Waigaoqiao Free Trade Zone. (e) Party B guarantees not to surrender for no reason within the lease term of the Contract. In case of surrender in advance, the lease deposit equivalent to 3-month rent is not returned and Party A has the right to require Party B to compensate for the total maximum amount of the nonperformance part in previous 5.5 years (including 180annual railway-day decoration preparation period) in the contract lease term one time. (f) In case of failure to pay the rent payable for 6 months to Party A related service charges for Party B’s reasons, Party B is deemed provision of services to surrender unilaterally in advance and Party A has the right to cancel the right of Party B to purchase 87# and 88# buildings and require Party B to bear the liability for breach of contract according to paragraph 2) d) in Article 12 of the supplementary terms; in case of above circumstance, Party A may unilaterally terminate the Contract and has the right to apply for relocating or locally sealing all devices and properties of Party B in the leased housing to the local people’s court. The resulting costs are borne by Party B. Party A shall assist be RMB564.22 Million; vi. the executive staff maximum amount of the court to protect annual special commissioned railway transportation service charges for Party B’s propertiesprovision of services to Party A shall be RMB4.450.22 Billion; and vii. the maximum amount of annual charges for Party B’s provision of other services to Party A shall be RMB415.94 Million. (g2) RMB26.63635 Billion from January 1, 2021 to December 31, 2021, of which: i. the maximum amount of annual railway transportation service charges for Party A’s provision of services to Party B shall sign and perform be XXX0.00000 Xxxxxxx; ii. the Contract with legal authorization and the approval maximum amount of competent authority through relevant procedures; otherwise, annual railway-related service charges for Party A’s provision of services to Party B shall bear be RMB2.20018 Billion; iii. the actual resulting losses maximum amount of annual charges for Party A’s provision of other services to Party A.B shall be RMB478.33 Million; iv. the maximum amount of annual railway transportation service charges for Party B’s provision of services to Party A shall be RMB8,882.61 Million; v. the maximum amount of annual railway-related service charges for Party B’s provision of services to Party A shall be RMB648.81 Million; vi. the maximum amount of annual special commissioned railway transportation service charges for Party B’s provision of services to Party A shall be XXX0.00000 Xxxxxxx; and vii. the maximum amount of annual charges for Party B’s provision of other services to Party A shall be RMB478.33 Million. (3) RMB31.3202 Billion from January 1, 2022 to December 31, 2022, of which: i. the maximum amount of annual railway transportation service charges for Party A’s provision of services to Party B shall be RMB11.04234 Billion; ii. the maximum amount of annual railway-related service charges for Party A’s provision of services to Party B shall be XXX0.00000 Xxxxxxx; iii. the maximum amount of annual charges for Party A’s provision of other services to Party B shall be RMB550.08 Million Yuan; iv. the maximum amount of annual railway transportation service charges for Party B’s provision of services to Party A shall be RMB10.21515 Billion; v. the maximum amount of annual railway-related service charges for Party B’s provision of services to Party A shall be RMB757.67 Million; vi. the maximum amount of annual special commissioned railway transportation service charges for Party B’s provision of services to Party A shall be XXX0.00000 Xxxxxxx; and vii. the maximum amount of annual charges for Party B’s provision of other services to Party A shall be RMB550.08 Million. 3.14 In the premise that various terms and conditions are met under the Agreement, Party A’s and Party B’s affiliates (including the controlled entities) shall further sign additional contract regarding the comprehensive service to stipulate the specific transaction clauses (including but not limited to the order and payment form etc.). However, such specific contract must abide by and meet various principles, terms and conditions of this Agreement and relevant laws and regulations (including but not limited to HKEX Listing Rules and SSE Listing Rules).

Commitment and Guarantee. Party A and Party B agree that if the commitment and guarantee made by one party to the other according to this article are verified to be untruthful and misleading, resulting the losses to the other party, such party shall make corresponding compensation for the other party to avoid loss. 1) The commitment and guarantee of Party A to Party B are as follows: (a) Party A guarantees that it is the legal owner of the leased housing and that the leased housing meets the requirements herein in terms of quantity and quality and may be used for the purpose agreed in paragraph 2 in Article 2 6 herein according to the law. (b) Party A shall ensure that the quality of the project undertaken meets the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein. If the project quality does not meet the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein, Party A shall instruct the construction unit to rectify within a time limit; in case of still nonconformity to the current national standard eligibility criteria after rectification within a time limit, Party A constitutes breach of contract and Party B may terminate the Contract unilaterally and require Party A to double return the construction deposit paid. (c) The property completion has been approved by relevant government departments in Waigaoqiao Free Trade Zone. Party A shall provide the copies of relevant evidential documents, including the written acceptance of the quality supervision department in Waigaoqiao Free Trade Zone and the fire acceptance documents from the fire department for the housing for Party B when delivering the housing. Party A shall handle and obtain the housing title deed within 12 months after meeting the title deed conditions and provide Party B with the copy of the title deed. (d) Party A guarantees that any mortgage, guarantee or other behaviors that may affect the right of Party B to lease the housing are not set in the leased housing before signing of the Contract. (e) Party A has provided Party B with the planning, existing facilities, equipment, buildings and other information (as shown in Appendix 5) within 1km around the leased housing (within the scope of the Free Trade Zone). If the government adjusts the planning, Party A may not bear any responsibility for Party B. (f) To make operations in Party B’s leased housing after Party B formally uses the leased housing, Party A shall give a written notice, obtain the written reply of Party B and comply with Party B’s rules and regulations under the guidance of Party B. Party B shall give a written reply within 1 working day upon receipt of prior notice from Party A, except the circumstances in which Party A shall make emergency repair for the leased housing and supporting facilities according to the Contract. Party A does not constitute breach of contract in case of failure to enter the leased housing for emergency repair for Party B’s failure to reply timely, affecting normal operating activities of Party B or resulting in losses to Party B. (gf) Party A guarantees that Party B will not be subject to improper interference from Party A within the lease term. If Party B cannot operate normally due to Party A’s arbitrary termination of the Contract or other nonperformance in the lease term, Party B has the right to terminate the Contract and Party A shall bear the liquidated damages at three-month rent. If the liquidated damages are insufficient to make up for the losses to Party B, Party A shall compensate for actual losses to Party B. (hg) The shareholding transfer between Party A and its affiliated companies shall not be deemed as Party A’s breach of contract without prejudice to the rights and obligations of Party B under the Contract. If Party A terminates the Contract unilaterally without permission due to the shareholding transfer between Party A and its affiliated companies, Party B has the right to terminate the Contract and Party A shall bear the liquidated damages at three-month rent. If the liquidated damages are insufficient to make up for the losses to Party B, Party A shall compensate for actual losses to Party B. (ih) Party A shall sign and perform the Contract with legal authorization and the approval of competent authority through relevant procedures; otherwise, Party A shall bear the actual resulting losses to Party B. (j) Party B shall strive to build a 35KV substation in principle. Within three months after the independent legal entity established by Party B according to paragraph 2) a) in Article 12 of the supplementary terms and the initial registered capital is in place, the legal person applies for handling loads with the total amount not exceeding RMB[REDACTED]16 to the bank and Party A assists in seeking guarantee. The loans will be used for construction of 35KV substation. In case of failure to obtain the loads within three months, Party A is responsible for building the 35KW substation for lease and Party B shall provide the guarantee approved by Party A upon written requirements of Party B and the legal person to Party A. The specific lease term, substation rent, substation purchase and ownership transfer and other relevant matters shall be clarified in Appendix 7. Both parties shall strive to complete the substation construction by close coordination 1 month prior to the lease commencement date and deliver to Party B for use. 2) The commitment and guarantee of Party B to Party A are as follows: (a) Party B will register commits to increase capital within half a year after delivery of 88# property and establish a new foreign-funded enterprise in Party A’s Sanlian Development Park as the independent legal entity capital is increased by no less than USD 5 million on the basis of Party B’s Shanghai Data Center project. The initial the registered capital of the new company is about USD 10 million (temporary) and the legal entity in Waigaoqiao Free Trade Zone. The total capital is increased to USD 30 million within three years. (b) Party B is an investor intending to invest and establish an independent legal entity in Shanghai Waigaoqiao Free Trade Zone. Before the independent legal entity is approved by the government agency for registration, the lease contract (and the supplementary terms) signed by Party B’s legal representative or its entrusted agent through authorization is binding on Party B; after being approved and registered by the government registration authority (i.e. obtaining the approval certificate, the business license and other legal evidential documents according to law), the independent legal entity shall continue to perform all rights and obligations in the lease contract (and the supplementary terms). (c) Party B commits to actively coordinate with Party A in confirmation of various design drawings and written documents at the leased housing design and construction stage. . (c) The complete set of construction design drawings provided by Party A shall be subject to written confirmation and reply within 30 days, the scheme design and preliminary design drawings shall be subject to written confirmation within 7 working days and the other schemes and written materials are generally subject to written confirmation within 3 working days. (d) The leased housing occupation, use and earnings by Party B shall meet the provisions in the lease contract (and the supplementary terms) and the appendices appendixes and comply with the building, 16 Confidential treatment requested fire prevention, environmental protection, health and epidemic prevention laws, regulations and policies in the People’s Republic of China, Shanghai and Waigaoqiao Free Trade Zone. (e) Party B guarantees not to surrender for no reason within the lease term of the Contract. In case of surrender in advance, the lease deposit equivalent to 3-month rent is not returned and Party A has the right to require Party B to compensate for the total amount of the nonperformance part in previous 5.5 years (including 180-day decoration preparation period) in the contract lease term one time. (f) In case of failure to pay the rent payable for 6 months to Party A for Party B’s reasons, Party B is deemed to surrender unilaterally in advance and Party A has the right to cancel the right of Party B to purchase 87# and 88# buildings and require Party B to bear the liability for breach of contract according to paragraph 2) d) in Article 12 of the Contract and the supplementary terms; when exercising the right to unilaterally terminate the Contract in case of above circumstance, Party A may unilaterally terminate the Contract and has the right to apply for relocating or locally sealing all devices and properties of Party B in the leased housing to the local people’s court. The resulting costs are borne by Party B. Party A shall assist the executive staff of the court to protect Party B’s properties. (g) Party B shall sign and perform the Contract with legal authorization and the approval of competent authority through relevant procedures; otherwise, Party B shall bear the actual resulting losses to Party A.

Commitment and Guarantee. 5.1 Each Party A hereto represents, warrants and Party B agree that if the commitment and guarantee made by one party undertakes to the other according to Party that this article are verified to be untruthful Agreement is valid, effective and misleading, resulting the losses equally binding to the other party, such party shall make corresponding compensation for the other party to avoid losstwo Parties. 1) The commitment and guarantee of Party A to 5.2 Party B are as follows: (a) Party A guarantees that it is the legal owner of the leased housing and that the leased housing meets the requirements herein in terms of quantity and quality and may be used for the purpose agreed in paragraph 2 in Article 2 herein according to the law. (b) Party A shall ensure that the quality of the project undertaken meets the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein. If the project quality does not meet the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein, Party A shall instruct the construction unit to rectify within a time limit; in case of still nonconformity to the current national standard eligibility criteria after rectification within a time limit, Party A constitutes breach of contract and Party B may terminate the Contract unilaterally and require Party A to double return the construction deposit paid. (c) The property completion has been approved by relevant government departments in Waigaoqiao Free Trade Zone. Party A shall provide the copies of relevant evidential documents, including the written acceptance of the quality supervision department in Waigaoqiao Free Trade Zone and the fire acceptance documents from the fire department for the housing for Party B when delivering the housing. Party A shall handle and obtain the housing title deed within 12 months after meeting the title deed conditions and provide Party B with the copy of the title deed. (d) Party A guarantees that any mortgage, guarantee or other behaviors that may affect the right of Party B to lease the housing are not set in the leased housing before signing of the Contract. (e) Party A has provided Party B with the planning, existing facilities, equipment, buildings and other information (as shown in Appendix 5) within 1km around the leased housing (within the scope of the Free Trade Zone). If the government adjusts the planning, Party A may not bear any responsibility for Party B. (f) To make operations in Party B’s leased housing after Party B formally uses the leased housing, Party A shall give a written notice, obtain the written reply of Party B and comply with Party B’s rules and regulations under the guidance of Party B. Party B shall give a written reply within 1 working day upon receipt of prior notice from Party A, except the circumstances in which Party A shall make emergency repair for the leased housing and supporting facilities according to the Contract. Party A does not constitute breach of contract in case of failure to enter the leased housing for emergency repair for Party B’s failure to reply timely, affecting normal operating activities of Party B or resulting in losses to Party B. (g) Party A guarantees that Party B will not be subject to improper interference from Party A within the lease term. If Party B cannot operate normally due to Party A’s arbitrary termination of the Contract or other nonperformance in the lease term, Party B has the right to terminate the Contract and provide Party B’s Premises to Party A shall bear the liquidated damages at three-month rentfor use. If the liquidated damages are insufficient to make up Where, in any occasion or for the losses to any reasons, Party B’s property right and/or right of use to the premises is exposed to any objection, Party A shall compensate for actual losses to Party B. (h) The shareholding transfer between Party A and its affiliated companies shall not be deemed as which causes Party A’s breach failure to realize its right of contract without prejudice to the rights and obligations of Party B use under the Contract. If Party A terminates the Contract unilaterally without permission due to the shareholding transfer between Party A and its affiliated companiesthis Agreement or any other damages, Party B has the right to terminate the Contract and shall compensate Party A shall bear the liquidated damages at three-month rent. If the liquidated damages are insufficient to make up for the any and all direct economic losses thus incurred to Party B, A. 5.3 Party A shall guarantees to compensate for actual any and all direct economic losses where Party B’s Premises are damaged intentionally by Party A. 5.4 Party B guarantees that Party B’s Premises provided and delivered to Party B. (i) A for use be in good conditions as required by Party A shall sign and perform the Contract with legal authorization and the approval of competent authority through relevant procedures; otherwise, Party A shall bear the actual resulting losses to Party B. (j) A. Party B shall strive conduct regular inspection and repairs to build a 35KV substation in principlethese premises. Within three months after the independent legal entity established by Party B according to paragraph 2) a) in Article 12 of the supplementary terms and the initial registered capital is in place, the legal person applies for handling loads with the total amount not exceeding RMB[REDACTED]16 to the bank and Where Party A assists in seeking guarantee. The loans will be used for construction of 35KV substation. In case of failure to obtain suffers any loss during the loads within three months, Party A is responsible for building the 35KW substation for lease and Party B shall provide the guarantee approved by Party A upon written requirements of Party B and the legal person to Party A. The specific lease term, substation rent, substation purchase and ownership transfer and other relevant matters shall be clarified in Appendix 7. Both parties shall strive to complete the substation construction by close coordination 1 month prior to the lease commencement date and deliver to Party B for use. 2) The commitment and guarantee of Party B to Party A are as follows: (a) Party B will register and establish a new foreign-funded enterprise in Party A’s Sanlian Development Park as the independent legal entity use of Party B’s Shanghai Data Center project. The initial registered capital Premises due to the poor management of Party B, the new company is about USD 10 million (temporary) latter shall compensate any and the capital is increased all direct economic losses thus incurred to USD 30 million within three years.Party A. (b) 5.5 Party B is an investor intending to invest and establish an independent legal entity in Shanghai Waigaoqiao Free Trade Zone. Before guarantees that the independent legal entity is approved by the government agency for registration, the lease contract (and the supplementary terms) signed by Party B’s legal representative or its entrusted agent through authorization is binding on Party B; after being approved and registered by the government registration authority (i.e. obtaining the approval certificate, the business license and other legal evidential documents according to law), the independent legal entity shall continue to perform all rights and obligations in the lease contract (and the supplementary terms). (c) Party B commits to actively coordinate with Party A in confirmation of various design drawings and written documents at the leased housing design and construction stage. The complete set of construction design drawings comprehensive management services provided by Party A shall be subject to written confirmation and reply within 30 days, the scheme design and preliminary design drawings shall be subject to written confirmation within 7 working days and the other schemes and written materials are generally subject to written confirmation within 3 working days. (d) The leased housing occupation, use and earnings by Party B shall be in conformity to the state standards and industrial criterion and meet the provisions in the lease contract (and the supplementary terms) and the appendices and comply with the building, 16 Confidential treatment requested fire prevention, environmental protection, health and epidemic prevention laws, regulations and policies in the People’s Republic of China, Shanghai and Waigaoqiao Free Trade Zone.following basic requirements: (e) Party B guarantees not to surrender for no reason within the lease term 5.5.1 Equipments & facilities To ensure normal operation of the Contract. In case of surrender in advance, the lease deposit equivalent to 3-month rent is not returned equipments and Party A has the right to require Party B to compensate for the total amount of the nonperformance part in previous 5.5 years (including 180-day decoration preparation period) in the contract lease term one time. (f) In case of failure to pay the rent payable for 6 months to Party A for Party B’s reasons, Party B is deemed to surrender unilaterally in advance and Party A has the right to cancel the right of Party B to purchase 87# and 88# buildings and require Party B to bear the liability for breach of contract according to paragraph 2) d) in Article 12 of the supplementary terms; in case of above circumstance, Party A may unilaterally terminate the Contract and has the right to apply for relocating or locally sealing all devices and properties of Party B in the leased housing to the local people’s court. The resulting costs are borne by Party B. Party A shall assist the executive staff of the court to protect Party B’s properties. (g) Party B shall sign and perform the Contract with legal authorization and the approval of competent authority through relevant procedures; otherwisefacilities, Party B shall bear the actual resulting losses improve its operation system for equipments and facilities, set up a filing system on equipments and facilities, strengthen its routine inspection and patrol, and upkeep its regular maintenance. 5.5.2 Environment & sanitation All-day cleanliness shall be kept; offices, business locations, corridors and courtyards remain tidy, sanitary and no garbage or sundries are allowed to Party A.be piled around; any problem discovered shall be solved in time.