Common use of COMPANY REDEMPTION RIGHTS Clause in Contracts

COMPANY REDEMPTION RIGHTS. (a) If an IPO has been consummated on or prior to the sixth (6th) anniversary of the Effective Date and any Series A Preferred Shares remain outstanding following the sixth (6th) anniversary of the Effective Date, the Company shall have the right at its election (but not the obligation) from time to time to redeem all or any of the then outstanding Series A Preferred Shares on a pro rata basis in accordance with the relative Aggregate Ownership Percentage among the holders of such Series A Preferred Shares in cash at a redemption price (the “Redemption Price”) that will generate an IRR of at least ten percent (10%) for the holder of each Series A Preferred Share (the “Company Redemption Rights”). (b) If the Company elects to exercise the Company Redemption Rights pursuant to Section 5.03(a), the Company shall give written notice of redemption (the “Redemption Notice”) to all Series A Preferred Shareholders (the “Redeeming Shareholders”) setting out the number of Series A Preferred Shares to be redeemed (the “Redemption Shares”) and the Redemption Price (including the calculation thereof) at least twenty-five (25) Business Days prior to the Redemption Date designated therein. A Redemption Notice delivered by the Company may not be later revoked or withdrawn by the Company. If any Redeeming Shareholders delivers, at least five (5) Business Days prior to the Redemption Date, a written notice to the Company to convert any or all of its Series A Preferred Shares into Ordinary Shares, such holder shall be entitled to receive the Ordinary Shares issued upon conversion of such Series A Preferred Shares (by way of the repurchase by the Company of such Series A Preferred Shares in consideration for the issuance of such Ordinary Shares or otherwise in accordance with the Articles), and for the avoidance of doubt, neither such Ordinary Shares nor such Series A Preferred Shares shall be subject to any Company Redemption Rights. (c) The Redemption Notice shall contain instructions for the Redeeming Shareholders to deliver to the Company’s share register or transfer agent, as applicable, the share certificates for the Redemption Shares (if any, or if such certificates have been lost or destroyed, to give an indemnity in favor of the Company in relation to such lost or destroyed certificates) and to provide payment details to the Company. Upon such delivery of the share certificates for the Redemption Shares, the Company shall pay or cause to be paid directly or via a transfer agent to each Redeeming Shareholder that has complied with the instructions set forth in such Redemption Notice such Redeeming Shareholder’s Redemption Price in cash by wire transfer to its designated bank account on or prior to the Redemption Date as designated in the notice, and shall procure that the register of members is updated to reflect such redemption of such Redemption Shares. (d) With respect to any Redemption Shares which have been specified to be redeemed by the Company pursuant to the Company Redemption Rights in accordance with the provisions of this Section 5.03, and for which the Company has irrevocably paid the Redemption Price to the applicable Redeeming Shareholders: (i) dividends shall cease to accrue on such Redemption Shares, (ii) such Redemption Shares shall no longer be deemed outstanding, and (iii) all rights with respect to such Redemption Shares shall cease and terminate.

COMPANY REDEMPTION RIGHTS. (a) If an IPO has been consummated completed on or prior to the sixth (6th) anniversary of the Effective Date and any Series A Preferred Shares or Series B Preferred Shares, as the case may be, remain outstanding following the sixth (6th) anniversary of the Effective Date, the Company shall have the right at its election (but not the obligation) from time to time to redeem all or any of the then outstanding Series A Preferred Shares or Series B Preferred Shares (as applicable), on a pro rata basis among the holders of the same series of Preferred Shares in accordance with the relative Aggregate Ownership Percentage among the holders of such Series A series of Preferred Shares Shares, in cash at a redemption price (the “Redemption Price”) that will generate an IRR of at least ten percent (10%) for the holder of each Series A Preferred Share or Series B Preferred Share (as applicable) (the “Company Redemption Rights”); provided, that, upon any Redeeming Shareholder’s written request no later than three (3) Business Days from the date of receipt of the Redemption Notice, the Company shall redeem no less than such number of Redemption Shares such that (i) in respect of such Redeeming Shareholder, the completion of such redemption on the Redemption Date shall result in the reduction of such Redeeming Shareholder’s Aggregate Ownership (as of the date of the Redemption Notice) by more than twenty percent (20%); provided, further, that such number of Redemption Shares shall be reduced accordingly as a result of any conversion thereof pursuant to Section 5.03(b); and (ii) if such Redeeming Shareholder is a Major Shareholder (as of the date of the Redemption Notice), the total number of Shareholder Directors that such Redeeming Shareholder shall be entitled to nominate and appoint pursuant to Section 2.01(a) shall, upon the completion of such redemption on the Redemption Date, be reduced by at least one (1). (b) If the Company elects to exercise the Company Redemption Rights pursuant to Section 5.03(a), the Company shall give written notice of redemption (the “Redemption Notice”) to all Series A Preferred Shareholders or Series B Preferred Shareholders (as applicable) (the “Redeeming Shareholders”) setting out the number of Series A Preferred Shares or Series B Preferred Shares (as applicable) to be redeemed (the “Redemption Shares”) and the Redemption Price (including the calculation thereof) at least twenty-five (25) Business Days prior to the applicable Redemption Date designated therein. A Redemption Notice delivered by the Company may not be later revoked or withdrawn by the Company. If any Redeeming Shareholders Shareholder(s) delivers, at least five (5) Business Days prior to the Redemption Date, a written notice to the Company to convert any or all of its Series A Preferred Shares or Series B Preferred Shares (as applicable) into Ordinary Shares, such holder shall be entitled to receive the Ordinary Shares issued upon conversion of such Series A Preferred Shares (by way of the repurchase by the Company of such Series A Preferred Shares in consideration for the issuance of such Ordinary Shares or otherwise in accordance with the Articles), and for the avoidance of doubt, neither such Ordinary Shares nor such Series A Preferred Shares shall be subject to any Company Redemption Rights. (c) The Redemption Notice shall contain instructions for the Redeeming Shareholders to deliver to the Company’s share register or transfer agent, as applicable, the share certificates for the Redemption Shares (if any, or if such certificates have been lost or destroyed, to give an indemnity in favor of the Company in relation to such lost or destroyed certificates) and to provide payment details to the Company. Upon such delivery of the share certificates for the Redemption Shares, the Company shall pay or cause to be paid directly or via a transfer agent to each Redeeming Shareholder that has complied with the instructions set forth in such Redemption Notice such Redeeming Shareholder’s Redemption Price in cash by wire transfer to its designated bank account on or prior to the Redemption Date as designated in the notice, and shall procure that the register of members is updated to reflect such redemption of such Redemption Shares. (d) With respect to any Redemption Shares which have been specified to be redeemed by the Company pursuant to the Company Redemption Rights in accordance with the provisions of this Section 5.03, and for which the Company has irrevocably paid the Redemption Price to the applicable Redeeming ShareholdersShareholders in full: (i) dividends shall cease to accrue on such Redemption Shares, (ii) such Redemption Shares shall no longer be deemed outstanding, and (iii) all rights with respect to such Redemption Shares shall cease and terminate.

COMPANY REDEMPTION RIGHTS. (a) If an IPO has been consummated on or prior Prior to the sixth (6th) anniversary of the Effective Date and any Series A Preferred Shares remain outstanding following the sixth (6th) anniversary of the Effective First Call Date, the Company shall have the right at its election (but not the obligation) from time to time to redeem all or any of the then outstanding Series A Preferred Shares on a pro rata basis in accordance with the relative Aggregate Ownership Percentage among the holders of such Series A Preferred Shares in cash at a redemption price option (the “Special Call Option”), subject to the conditions set forth below, to redeem all, but not less than all, of the Preferred Units for an aggregate cash amount equal to the product of (A) the Liquidation Value of the outstanding Preferred Units divided by the Conversion Price; multiplied by (B) the Special Call Redemption Price”) that will generate an IRR of at least ten percent (10%) for the holder of each Series A Preferred Share (the “Company Redemption Rights”). (b) If The exercise of the Company elects to exercise the Company Redemption Rights pursuant to Section 5.03(a), Special Call Option by the Company shall give be subject to the following conditions: (i) transmission of a written notice of redemption (the “Redemption Special Call Option Notice”) to all Series A Preferred Shareholders (the “Redeeming Shareholders”) setting out the number of Series A Preferred Shares to be redeemed (the “Redemption Shares”) and the Redemption Price (including the calculation thereof) at least twenty-five (25) Business Days prior to the Redemption Date designated therein. A Redemption Notice delivered by the Company may not be later revoked or withdrawn by the Company. If any Redeeming Shareholders delivers, at least five (5) Business no sooner than 20 Trading Days prior to the Redemption Date, a written which notice shall specify the Redemption Date; and (ii) if the Redemption Date shall occur after the Conversion Commencement Date, the satisfaction of the Call Option Conditions on the 20 consecutive Trading Days immediately preceding the date of the Special Call Option Notice and at all times from such date to the Company to convert any or all of its Series A Preferred Shares into Ordinary Shares, such holder shall be entitled to receive the Ordinary Shares issued upon conversion of such Series A Preferred Shares (by way of the repurchase by the Company of such Series A Preferred Shares in consideration for the issuance of such Ordinary Shares or otherwise in accordance with the Articles), and for the avoidance of doubt, neither such Ordinary Shares nor such Series A Preferred Shares shall be subject to any Company applicable Redemption RightsDate. (c) The Company shall have the option (the “Call Option”) to (A) on or after the First Call Date but no later than the Second Call Date redeem some or all of the outstanding Preferred Units for cash, for an amount determined by dividing the Liquidation Value of the Preferred Units being redeemed by the Conversion Price and multiplying by the First Call Redemption Notice Price; and (B) on or after the Second Call Date, redeem some or all outstanding Preferred Units for cash, for an amount determined by dividing the Liquidation Value of the Preferred Units being redeemed by the Conversion Price and multiplying by the Second Call Redemption Price; provided, however, that the foregoing redemptions must be exercised for no less than the lesser of: (x) 10,000 Preferred Units, or (y) the number of remaining outstanding Preferred Units. However, the foregoing right shall contain instructions for not affect the Redeeming Shareholders right of the Holder to deliver convert Preferred Units pursuant to the Company’s share register or transfer agent, as applicable, terms of Section 6(a) with respect to any Conversion Notice submitted by Holder prior to a Redemption Date and the share certificates for conversion of such Preferred Units shall be governed by the Redemption Shares (if any, or if such certificates have been lost or destroyed, to give an indemnity in favor provisions of the Company in relation to such lost or destroyed certificatesSection 6(a) and to provide payment details to the Company. Upon such delivery of the share certificates for the Redemption Shares, the Company shall pay or cause to be paid directly or via a transfer agent to each Redeeming Shareholder that has complied with the instructions set forth in such Redemption Notice such Redeeming Shareholder’s Redemption Price in cash by wire transfer to its designated bank account on or prior to the Redemption Date as designated in the notice, and shall procure that the register of members is updated to reflect such redemption of such Redemption Sharesnot this Section 7. (d) With respect to any Redemption Shares which have been specified to be redeemed The exercise of the Call Option by the Company pursuant to the Company Redemption Rights in accordance with the provisions of this Section 5.03, and for which the Company has irrevocably paid the Redemption Price to the applicable Redeeming Shareholdersshall be subject to: (i) dividends the transmission of a written notice of the exercise of the Call Option to the Holder (the “Call Option Notice”) no later than 10 Trading Days prior to the applicable Redemption Date which shall cease to accrue on such Redemption Shares, specify the amount of Preferred Units being redeemed; and (ii) such the satisfaction of the Call Option Conditions on the 20 Trading Days immediately preceding the Call Option Notice and at all times from the Call Option Notice to the applicable Redemption Shares shall no longer be deemed outstanding, and Date. (iiie) all rights with With respect to such exercises of the Special Call Option and the Call Option, on the applicable Redemption Shares Date, the Company shall cease and terminateremit the applicable cash consideration to the Holder. The Holder shall deliver to the Company the certificates representing the Preferred Units as soon as practicable, following the applicable Redemption Date. (f) (i) In addition, the Company shall have the option (the “Low Price Redemption Option”) to redeem all of the Preferred Units if at any time (including the period prior to the Conversion Commencement Date), the closing price for the Common Units shall be less than $36 (as adjusted pursuant to Section 6(d)) (the “Low Price”) for 10 consecutive Trading Days (a “Low Price Trading Period”)

COMPANY REDEMPTION RIGHTS. (a) 50.1 If an IPO has been consummated completed on or prior to the sixth (6th) anniversary of the Effective Series B Closing Date and any Series A Preferred Shares or Series B Preferred Shares, as the case may be, remain outstanding following the sixth (6th) anniversary of the Effective Series B Closing Date, the Company shall have the right at its election (but not the obligation) from time to time to redeem all or any of the then outstanding Series A Preferred Shares or Series B Preferred Shares (as applicable) on a pro rata basis among the holders of the same series of Preferred Shares in accordance with the relative Aggregate Ownership Percentage among the holders of such Series A series of Preferred Shares Shares, in cash at a redemption price (the “Redemption Price”) that will generate an IRR of at least ten percent (10%) for the holder of each Series A Preferred Share or Series B Preferred Share (as applicable) (the “Company Redemption Rights”); provided, that, upon any Redeeming Shareholder’s written request no later than three (3) Business Days from the date of receipt of the Redemption Notice, the Company shall redeem no less than such number of Redemption Shares such that (i) in respect of such Redeeming Shareholder, the completion of such redemption on the Redemption Date shall result in the reduction of such Redeeming Shareholder’s Aggregate Ownership (as of the date of the Redemption Notice) by more than twenty percent (20%); provided, further, that such number of Redemption Shares shall be reduced accordingly as a result of any conversion thereof pursuant to Article 50.2; and (ii) if such Redeeming Shareholder is a Major Shareholder (as of the date of the Redemption Notice), the total number of Shareholder Directors that such Redeeming Shareholder shall be entitled to nominate and appoint pursuant to Article 27.2 shall, upon the completion of such redemption on the Redemption Date, be reduced by at least one (1). (b) 50.2 If the Company elects to exercise the Company Redemption Rights pursuant to Section 5.03(a)Article 50.1, the Company shall give written notice of redemption (the “Redemption Notice”) to all Series A Preferred Shareholders or Series B Preferred Shareholders (as applicable) (the “Redeeming Shareholders”) setting out the number of Series A Preferred Shares or Series B Preferred Shares (as applicable), to be redeemed (the “Redemption Shares”) and the Redemption Price (including the calculation thereof) at least twenty-five (25) Business Days prior to the applicable Redemption Date designated therein. A Redemption Notice delivered by the Company may not be later revoked or withdrawn by the Company. If any Redeeming Shareholders Shareholder(s) delivers, at least five (5) Business Days prior to the Redemption Date, a written notice to the Company to convert any or all of its Series A Preferred Shares or Series B Preferred Shares (as applicable) into Ordinary Shares, such holder shall be entitled to receive the Ordinary Shares issued upon conversion of such Series A Preferred Shares (by way of the repurchase by the Company of such Series A Preferred Shares in consideration for the issuance of such Ordinary Shares or otherwise in accordance with the Articles)Article 13, and for the avoidance of doubt, neither such Ordinary Shares nor such Series A Preferred Shares shall be subject to any Company Redemption Rights. (c) 50.3 The Redemption Notice shall contain instructions for the Redeeming Shareholders to deliver to the Company’s share register or transfer agent, as applicable, the share certificates for the Redemption Shares (if any, or if such certificates have been lost or destroyed, to give an indemnity in favor of the Company in relation to such lost or destroyed certificates) and to provide payment details to the Company. Upon such delivery of the share certificates for the Redemption Shares, the Company shall pay or cause to be paid directly or via a transfer agent to each Redeeming Shareholder that has complied with the instructions set forth in such Redemption Notice such Redeeming Shareholder’s Redemption Price in cash by wire transfer to its designated bank account on or prior to the Redemption Date as designated in the notice, and shall procure that the register of members is updated to reflect such redemption of such Redemption Shares. (d) 50.4 With respect to any Redemption Shares which have been specified to be redeemed by the Company pursuant to the Company Redemption Rights in accordance with the provisions of this Section 5.03Article 50, and for which the Company has irrevocably paid the Redemption Price to the applicable Redeeming ShareholdersShareholders in full: (ia) dividends shall cease to accrue on such Redemption Shares, (iib) such Redemption Shares shall no longer be deemed outstanding, and (iiic) all rights with respect to such Redemption Shares shall cease and terminate. In accordance with and pursuant to the [Second Amended and Restated Memorandum and Articles of Association of DigitalLand Holdings Limited (the “Company”), as may be amended or restated from time to time (the “Articles”)], the undersigned hereby elects to convert the number of shares of Series [●] Preferred Shares, US$[0.00005] par value per share (the “Preferred Shares”), of the Company indicated below into shares of ordinary shares, US$[0.00005] value per share (the “Ordinary Shares”), of the Company, as of the date specified below. Date of conversion: ________________________________ Number of Preferred Shares to be converted: ________________________________ Share certificate number (if any): ________________________________ Applicable Conversion Price: ________________________________ Number of Ordinary Shares to be issued: ________________________________ Number of shares of Preferred Shares subsequent to conversion: ________________________________ Certificate(s) for all of the Preferred Shares owned by the undersigned is being delivered herewith. Name/Title: _________________________________________________ Dated: _______________________________________________ Article I Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretation and Rules of Construction 5 Article II Registration Rights 5 Section 2.01 Demand Registration 5 Section 2.02 Piggyback Registrations 7 Section 2.03 Form S-3/F-3 Registration 8 Section 2.04 Obligations of the Company 9 Section 2.05 Furnish Information 10 Section 2.06 Indemnification 10 Section 2.07 Rule 144 Reporting 12 Section 2.08 Termination of the Company’s Obligations 12 Section 2.09 Re-Sale Rights 13 Section 2.10 Transfer of Registration Rights 13 Article III General Provisions 13 Section 3.01 Confidentiality 13 Section 3.02 Termination 13 Section 3.03 Notices 14 Section 3.04 Entire Agreement 14 Section 3.05 Governing Law 15 Section 3.06 Dispute Resolution 15 Section 3.07 Severability 15 Section 3.08 Assignments and Transfers; No Third Party Beneficiaries 15 Section 3.09 Successors and Assigns 15 Section 3.10 Construction 15 Section 3.11 Counterparts 16 Section 3.12 Aggregation of Shares 16 Section 3.13 Conflict with Articles and Shareholders Deed 16 Section 3.14 Specific Performance 16 Section 3.15 Amendment; Waiver 16 Section 3.16 Public Announcements 16 Section 3.17 Additional Investors 17 Schedule 1 Details of Investors Schedule 2 Form of Deed of Adherence THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024 by and among DigitalLand Holdings Limited (the “Company”), a Cayman Islands exempted company with limited liability, GDS Holdings Limited (“GDSH”), a Cayman Islands exempted company with limited liability, each investor identified on Schedule 1 under the heading “Investor” (together with GDSH, each an “Investor” and, collectively, the “Investors”), and any Additional Investor (as defined below) that becomes a party to this Agreement in accordance with Section 3.17 hereof.

COMPANY REDEMPTION RIGHTS. (a) 50.1 If an IPO has been consummated on or prior to the sixth (6th) anniversary of the Effective Series A Closing Date and any Series A Preferred Shares remain outstanding following the sixth (6th) anniversary of the Effective Series A Closing Date, the Company shall have the right at its election (but not the obligation) from time to time to redeem all or any of the then outstanding Series A Preferred Shares on a pro rata basis in accordance with the relative Aggregate Ownership Percentage among the holders of such Series A Preferred Shares in cash at a redemption price (the “Redemption Price”) that will generate an IRR of at least ten percent (10%) for the holder of each Series A Preferred Share (the “Company Redemption Rights”). (b) 50.2 If the Company elects to exercise the Company Redemption Rights pursuant to Section 5.03(a)Article 50.1, the Company shall give written notice of redemption (the “Redemption Notice”) to all Series A Preferred Shareholders (the “Redeeming Shareholders”) setting out the number of Series A Preferred Shares to be redeemed (the “Redemption Shares”) and the Redemption Price (including the calculation thereof) at least twenty-five (25) Business Days prior to the Redemption Date designated therein. A Redemption Notice delivered by the Company may not be later revoked or withdrawn by the Company. If any Redeeming Shareholders delivers, at least five (5) Business Days prior to the Redemption Date, a written notice to the Company to convert any or all of its Series A Preferred Shares into Ordinary SharesShares in accordance with Article 13, such holder shall be entitled to receive the Ordinary Shares issued upon conversion of such Series A Preferred Shares (by way of the repurchase by the Company of such Series A Preferred Shares in consideration for the issuance of such Ordinary Shares or otherwise in accordance with the ArticlesShares), and for the avoidance of doubt, neither such Ordinary Shares nor such Series A Preferred Shares shall be subject to any Company Redemption Rights. (c) 50.3 The Redemption Notice shall contain instructions for the Redeeming Shareholders to deliver to the Company’s share register or transfer agent, as applicable, the share certificates for the Redemption Shares (if any, or if such certificates have been lost or destroyed, to give an indemnity in favor of the Company in relation to such lost or destroyed certificates) and to provide payment details to the Company. Upon such delivery of the share certificates for the Redemption Shares, the Company shall pay or cause to be paid directly or via a transfer agent to each Redeeming Shareholder that has complied with the instructions set forth in such Redemption Notice such Redeeming Shareholder’s Redemption Price in cash by wire transfer to its designated bank account on or prior to the Redemption Date as designated in the notice, and shall procure that the register of members is updated to reflect such redemption of such Redemption Shares. (d) 50.4 With respect to any Redemption Shares which have been specified to be redeemed by the Company pursuant to the Company Redemption Rights in accordance with the provisions of this Section 5.03Article 50, and for which the Company has irrevocably paid the Redemption Price to the applicable Redeeming Shareholders: (ia) dividends shall cease to accrue on such Redemption Shares, (iib) such Redemption Shares shall no longer be deemed outstanding, and (iiic) all rights with respect to such Redemption Shares shall cease and terminate.