Common use of Note to Draft Clause in Contracts

Note to Draft. Insert the date that is the seventh anniversary of the date of the Agreement. As provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the Warrants shall be exercisable from time to time on any Business Day and ending on the Expiration Date. The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided in the Warrant Agreement. All shares of Common Stock issuable by the Company upon the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject to the terms and conditions hereof and of the Warrant Agreement. The Company shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Warrants, certificate for shares of Common Stock or other securities underlying the Warrants or payment of cash in each case to any Person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant, and in case of such transfer or payment, the Warrant Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is due. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereof, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of Assignment. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) To: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stock, par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth below:

Note to Draft. Insert If this certificate is being delivered in connection with the date that is purchase and sale of Shares pursuant to a Terms Agreement, each reference to the seventh anniversary Sales Agreement will also include such Terms Agreement EXHIBIT E Common Stock ($0.01 par value) TERMS AGREEMENT [·], 20[·] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the date of the Agreement. As provided in the Warrant Agreement representations and warranties, and subject to the terms and conditions therein set forthconditions, stated herein and in that certain Sales Agreement, dated November 19, 2018 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [·], as sales agent, forward seller and/or principal (in any such capacity, the Warrants shall be exercisable from time “Agent”), and [·], as forward purchaser, to time on any Business Day issue and ending on sell to the Expiration DateAgent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Exercise Price Company also proposes to issue and sell to the number of Agent the additional shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided specified in the Warrant Agreement. All shares of Common Stock issuable by Schedule I hereto (“Additional Shares”), if and to the Company upon extent that the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order Agent shall have determined to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as its right to purchase such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject Additional Shares. Subject to the terms and conditions hereof set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Warrant Purchased Shares on the Direct Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Direct Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Direct Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Company Purchased Shares and any Additional Shares shall pay all transferbe registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, stamp and other similar taxes that as the case may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect theretobe. The Company Purchased Shares and any Additional Shares shall not be requireddelivered to the Agent on the Direct Settlement Date or an Option Settlement Date, howeveras the case may be, to pay with any tax or other charge imposed transfer taxes payable in connection with any the transfer involved of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the issue of Sales Agreement. Each reference to the Prospectus (including any Warrantscovenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, certificate for shares of Common Stock or other securities underlying as amended and supplemented to relate to the Warrants or payment of cash in each case to any Person other than Purchased Shares and the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a WarrantAdditional Shares, and each of the representations and warranties set forth in case the Sales Agreement shall be deemed to have been made at and as of such transfer or paymentthe date of this Terms Agreement, the Warrant Direct Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. [Signature page follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is duein accordance with its terms. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereofVery truly yours, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of AssignmentCYRUSONE INC. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) ToTitle: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stockCYRUSONE GP by CyrusOne Inc., par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressXxxxx X. Xxxxxxxxx Title: CityExecutive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying numberas sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: Street AddressXxxxx X. Xxxxxxxxx Title: City, State Executive Vice President and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth belowdate hereof [ · ] By: [·] By: Name: Title:

Note to Draft. Insert If this certificate is being delivered in connection with the date that is purchase and sale of Shares pursuant to a Terms Agreement, each reference to the seventh anniversary Sales Agreement will also include such Terms Agreement EXHIBIT E Common Stock ($0.01 par value) TERMS AGREEMENT [·], 20[·] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the date of the Agreement. As provided in the Warrant Agreement representations and warranties, and subject to the terms and conditions therein set forthconditions, stated herein and in that certain Sales Agreement, dated November 19, 2018 (“Sales Agreement”), between the Warrants shall be exercisable from time Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [·] (the “Agent”), to time on any Business Day issue and ending on sell to the Expiration DateAgent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Exercise Price Company also proposes to issue and sell to the number of Agent the additional shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided specified in the Warrant Agreement. All shares of Common Stock issuable by Schedule I hereto (“Additional Shares”), if and to the Company upon extent that the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order Agent shall have determined to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as its right to purchase such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject Additional Shares. Subject to the terms and conditions hereof set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Warrant Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Company Purchased Shares and any Additional Shares shall pay all transferbe registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, stamp and other similar taxes that as the case may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect theretobe. The Company Purchased Shares and any Additional Shares shall not be requireddelivered to the Agent on the Settlement Date or an Option Settlement Date, howeveras the case may be, to pay with any tax or other charge imposed transfer taxes payable in connection with any the transfer involved of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the issue of Sales Agreement. Each reference to the Prospectus (including any Warrantscovenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, certificate for shares of Common Stock or other securities underlying as amended and supplemented to relate to the Warrants or payment of cash in each case to any Person other than Purchased Shares and the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a WarrantAdditional Shares, and each of the representations and warranties set forth in case the Sales Agreement shall be deemed to have been made at and as of such transfer or paymentthe date of this Terms Agreement, the Warrant Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. [Signature page follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is duein accordance with its terms. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereofVery truly yours, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of AssignmentCYRUSONE INC. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) ToTitle: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stockCYRUSONE GP by CyrusOne Inc., par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressXxxxx X. Xxxxxxxxx Title: CityExecutive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying numberas sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: Street AddressXxxxx X. Xxxxxxxxx Title: City, State Executive Vice President and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth belowdate hereof [ · ] By: [·] By: Name: Title:

Note to Draft. Insert If this certificate is being delivered in connection with the date that is purchase and sale of Shares pursuant to a Terms Agreement, each reference to the seventh anniversary Sales Agreement will also include such Terms Agreement EXHIBIT E Common Stock ($0.01 par value) TERMS AGREEMENT [·], 201[·] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the date of the Agreement. As provided in the Warrant Agreement representations and warranties, and subject to the terms and conditions therein set forthconditions, stated herein and in that certain Sales Agreement, dated November 2, 2017 (“Sales Agreement”), between the Warrants shall be exercisable from time Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [·] (the “Agent”), to time on any Business Day issue and ending on sell to the Expiration DateAgent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Exercise Price Company also proposes to issue and sell to the number of Agent the additional shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided specified in the Warrant Agreement. All shares of Common Stock issuable by Schedule I hereto (“Additional Shares”), if and to the Company upon extent that the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order Agent shall have determined to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as its right to purchase such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject Additional Shares. Subject to the terms and conditions hereof set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Warrant Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Company Purchased Shares and any Additional Shares shall pay all transferbe registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, stamp and other similar taxes that as the case may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect theretobe. The Company Purchased Shares and any Additional Shares shall not be requireddelivered to the Agent on the Settlement Date or an Option Settlement Date, howeveras the case may be, to pay with any tax or other charge imposed transfer taxes payable in connection with any the transfer involved of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the issue of Sales Agreement. Each reference to the Prospectus (including any Warrantscovenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, certificate for shares of Common Stock or other securities underlying as amended and supplemented to relate to the Warrants or payment of cash in each case to any Person other than Purchased Shares and the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a WarrantAdditional Shares, and each of the representations and warranties set forth in case the Sales Agreement shall be deemed to have been made at and as of such transfer or paymentthe date of this Terms Agreement, the Warrant Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. [Signature page follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is duein accordance with its terms. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereofVery truly yours, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of AssignmentCYRUSONE INC. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) ToTitle: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stockCYRUSONE GP by CyrusOne Inc., par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressXxxxx X. Xxxxxxxxx Title: CityExecutive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying numberas sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: Street AddressXxxxx X. Xxxxxxxxx Title: City, State Executive Vice President and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth belowdate hereof [ · ] By: [·] By: Name: Title:

Note to Draft. Insert If this certificate is being delivered in connection with the date that is purchase and sale of Shares pursuant to a Terms Agreement, each reference to the seventh anniversary Sales Agreement will also include such Terms Agreement EXHIBIT E Common Stock ($0.01 par value) TERMS AGREEMENT [•], 20[•] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the date of the Agreement. As provided in the Warrant Agreement representations and warranties, and subject to the terms and conditions therein set forthconditions, stated herein and in that certain Sales Agreement, dated May 3, 2021 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [•], as sales agent, forward seller and/or principal (in any such capacity, the Warrants shall be exercisable from time “Agent”), and [•], as forward purchaser, to time on any Business Day issue and ending on sell to the Expiration DateAgent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Exercise Price Company also proposes to issue and sell to the number of Agent the additional shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided specified in the Warrant Agreement. All shares of Common Stock issuable by Schedule I hereto (“Additional Shares”), if and to the Company upon extent that the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order Agent shall have determined to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as its right to purchase such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject Additional Shares. Subject to the terms and conditions hereof set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Warrant Purchased Shares on the Direct Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [•] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Direct Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Agent at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Direct Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Company Purchased Shares and any Additional Shares shall pay all transferbe registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, stamp and other similar taxes that as the case may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect theretobe. The Company Purchased Shares and any Additional Shares shall not be requireddelivered to the Agent on the Direct Settlement Date or an Option Settlement Date, howeveras the case may be, to pay with any tax or other charge imposed transfer taxes payable in connection with any the transfer involved of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the issue of Sales Agreement. Each reference to the Prospectus (including any Warrantscovenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, certificate for shares of Common Stock or other securities underlying as amended and supplemented to relate to the Warrants or payment of cash in each case to any Person other than Purchased Shares and the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a WarrantAdditional Shares, and each of the representations and warranties set forth in case the Sales Agreement shall be deemed to have been made at and as of such transfer or paymentthe date of this Terms Agreement, the Warrant Direct Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. [Signature page follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is duein accordance with its terms. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereofVery truly yours, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of AssignmentCYRUSONE INC. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) ToTitle: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stockCYRUSONE GP by CyrusOne Inc., par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressKxxxxxxxx Xxxxxxx Title: CityExecutive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying numberas sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: Street AddressKxxxxxxxx Xxxxxxx Title: City, State Executive Vice President and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder Chief Financial Officer Accepted as of the within Warrant Certificate hereby sells, assigns, date hereof [•] By: [•] By: Name: Title: SCHEDULE I TO TERMS AGREEMENT Title of Purchased Shares and transfers unto Additional Shares: CyrusOne Inc. common stock ($0.01 par value). Number of Purchased Shares: [•] Number of Additional Shares: [•] Price to public: [•] Purchase Price: [•] Method of Payment of Purchase Price: By wire transfer to a bank account specified by the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part Company in immediately available funds. Method of delivery: Free delivery of the Warrants evidenced by Shares to the within Warrant Certificate not being assigned hereby) all Agent’s account at The Depository Trust Company against payment of the right of the undersigned under the within Warrant CertificatePurchase Price. Direct Settlement Date, with respect to the number of Warrants set forth below:time and location: [•]

Note to Draft. Insert If this certificate is being delivered in connection with the date that is purchase and sale of Shares pursuant to a Terms Agreement, each reference to the seventh anniversary Sales Agreement will also include such Terms Agreement EXHIBIT E Common Stock ($0.01 par value) TERMS AGREEMENT [●], 20[●] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the date of the Agreement. As provided in the Warrant Agreement representations and warranties, and subject to the terms and conditions therein set forthconditions, stated herein and in that certain Sales Agreement, dated May 6, 2020 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●], as sales agent, forward seller and/or principal (in any such capacity, the Warrants shall be exercisable from time “Agent”), and [●], as forward purchaser, to time on any Business Day issue and ending on sell to the Expiration DateAgent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Exercise Price Company also proposes to issue and sell to the number of Agent the additional shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided specified in the Warrant Agreement. All shares of Common Stock issuable by Schedule I hereto (“Additional Shares”), if and to the Company upon extent that the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order Agent shall have determined to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as its right to purchase such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject Additional Shares. Subject to the terms and conditions hereof set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Warrant Purchased Shares on the Direct Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Direct Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Agent at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Direct Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Company Purchased Shares and any Additional Shares shall pay all transferbe registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, stamp and other similar taxes that as the case may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect theretobe. The Company Purchased Shares and any Additional Shares shall not be requireddelivered to the Agent on the Direct Settlement Date or an Option Settlement Date, howeveras the case may be, to pay with any tax or other charge imposed transfer taxes payable in connection with any the transfer involved of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the issue of Sales Agreement. Each reference to the Prospectus (including any Warrantscovenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, certificate for shares of Common Stock or other securities underlying as amended and supplemented to relate to the Warrants or payment of cash in each case to any Person other than Purchased Shares and the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a WarrantAdditional Shares, and each of the representations and warranties set forth in case the Sales Agreement shall be deemed to have been made at and as of such transfer or paymentthe date of this Terms Agreement, the Warrant Direct Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. [Signature page follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is duein accordance with its terms. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereofVery truly yours, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of AssignmentCYRUSONE INC. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) ToTitle: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stockCYRUSONE GP by CyrusOne Inc., par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressDxxxx X. Xxxxxxxxx Title: CityExecutive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying numberas sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: Street AddressDxxxx X. Xxxxxxxxx Title: City, State Executive Vice President and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder Chief Financial Officer Accepted as of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth belowdate hereof [ ● ] By: [●] By: Name: Title:

Note to Draft. Insert If this certificate is being delivered in connection with the date that is purchase and sale of Shares pursuant to a Terms Agreement, each reference to the seventh anniversary Sales Agreement will also include such Terms Agreement. EXHIBIT E Common Stock ($0.01 par value) TERMS AGREEMENT [●], 20[●] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the date of the Agreement. As provided in the Warrant Agreement representations and warranties, and subject to the terms and conditions therein set forthconditions, stated herein and in that certain Sales Agreement, dated May 6, 2020 (“Sales Agreement”), between the Warrants shall be exercisable from time Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●] (the “Agent”), to time on any Business Day issue and ending on sell to the Expiration DateAgent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Exercise Price Company also proposes to issue and sell to the number of Agent the additional shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided specified in the Warrant Agreement. All shares of Common Stock issuable by Schedule I hereto (“Additional Shares”), if and to the Company upon extent that the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order Agent shall have determined to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as its right to purchase such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject Additional Shares. Subject to the terms and conditions hereof set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Warrant Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Agent at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Company Purchased Shares and any Additional Shares shall pay all transferbe registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, stamp and other similar taxes that as the case may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect theretobe. The Company Purchased Shares and any Additional Shares shall not be requireddelivered to the Agent on the Settlement Date or an Option Settlement Date, howeveras the case may be, to pay with any tax or other charge imposed transfer taxes payable in connection with any the transfer involved of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the issue of Sales Agreement. Each reference to the Prospectus (including any Warrantscovenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, certificate for shares of Common Stock or other securities underlying as amended and supplemented to relate to the Warrants or payment of cash in each case to any Person other than Purchased Shares and the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a WarrantAdditional Shares, and each of the representations and warranties set forth in case the Sales Agreement shall be deemed to have been made at and as of such transfer or paymentthe date of this Terms Agreement, the Warrant Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is duein accordance with its terms. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereofVery truly yours, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of AssignmentCYRUSONE INC. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) ToTitle: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stockCYRUSONE GP by CyrusOne Inc., par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressDxxxx X. Xxxxxxxxx Title: CityExecutive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying numberas sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: Street AddressDxxxx X. Xxxxxxxxx Title: City, State Executive Vice President and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the within Warrant Certificate hereby sells, assigns, date hereof [ ● ] By: [●] By: Name: Title: SCHEDULE I TO TERMS AGREEMENT Title of Purchased Shares and transfers unto the Assignee(s) named below Additional Shares: CyrusOne Inc. common stock (including the undersigned with respect $0.01 par value). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to any Warrants constituting public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a part of the Warrants evidenced bank account specified by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth below:Company in immediately available funds.

Note to Draft. Insert If this certificate is being delivered in connection with the date that is purchase and sale of Shares pursuant to a Terms Agreement, each reference to the seventh anniversary Sales Agreement will also include such Terms Agreement EXHIBIT E Common Stock ($0.01 par value) TERMS AGREEMENT [●], 20[●] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the date of the Agreement. As provided in the Warrant Agreement representations and warranties, and subject to the terms and conditions therein set forthconditions, stated herein and in that certain Sales Agreement, dated February [●], 2018 (“Sales Agreement”), between the Warrants shall be exercisable from time Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●] (the “Agent”), to time on any Business Day issue and ending on sell to the Expiration DateAgent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Exercise Price Company also proposes to issue and sell to the number of Agent the additional shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided specified in the Warrant Agreement. All shares of Common Stock issuable by Schedule I hereto (“Additional Shares”), if and to the Company upon extent that the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order Agent shall have determined to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as its right to purchase such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject Additional Shares. Subject to the terms and conditions hereof set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Warrant Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Company Purchased Shares and any Additional Shares shall pay all transferbe registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, stamp and other similar taxes that as the case may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect theretobe. The Company Purchased Shares and any Additional Shares shall not be requireddelivered to the Agent on the Settlement Date or an Option Settlement Date, howeveras the case may be, to pay with any tax or other charge imposed transfer taxes payable in connection with any the transfer involved of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the issue of Sales Agreement. Each reference to the Prospectus (including any Warrantscovenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, certificate for shares of Common Stock or other securities underlying as amended and supplemented to relate to the Warrants or payment of cash in each case to any Person other than Purchased Shares and the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a WarrantAdditional Shares, and each of the representations and warranties set forth in case the Sales Agreement shall be deemed to have been made at and as of such transfer or paymentthe date of this Terms Agreement, the Warrant Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is duein accordance with its terms. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereofVery truly yours, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of AssignmentCYRUSONE INC. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) ToTitle: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stockCYRUSONE GP by CyrusOne Inc., par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressXxxxx X. Xxxxxxxxx Title: CityExecutive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying numberas sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: Street AddressXxxxx X. Xxxxxxxxx Title: City, State Executive Vice President and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the within Warrant Certificate hereby sells, assigns, date hereof [●] By: [●] By: Name: Title: SCHEDULE I TO TERMS AGREEMENT Title of Purchased Shares and transfers unto the Assignee(s) named below Additional Shares: CyrusOne Inc. common stock (including the undersigned with respect $0.01 par value). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to any Warrants constituting public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a part of the Warrants evidenced bank account specified by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth below:Company in immediately available funds.

Note to Draft. Insert To update for any additional stock splits or reverse stock splits prior to pricing. The Company has entered into the date Sponsor Warrant Purchase Agreement, dated as of [●], 2021, with Sponsor in substantially the form filed as Exhibit 10.5 to the Registration Statement (the “Sponsor Warrant Purchase Agreement”) and the Warrants Purchase Agreement, dates as of [●], 2021, with certain accounts (the “FPA Warrant Counterparties”) managed by FPA Counterparty (as defined below) in substantially the form filed as Exhibit 10.11 to the Registration Statement (the “FPA Warrant Purchase Agreement” and, together with the Sponsor Warrant Purchase Agreement, the “Warrant Purchase Agreements”), pursuant to which the Sponsor and the FPA Warrant Counterparties have agreed to purchase an aggregate of 5,666,667 warrants (or up to 6,266,667 warrants if the Over-Allotment Option (as defined below) is exercised in full), with each warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”). The Private Placement Warrants are substantially similar to the Public Warrants except as described in the Prospectus. The Company and the Sponsor have entered into a Forward Purchase Agreement, dated as of January 24, 2021, with Gxxxxxx Sachs Asset Management, L.P. (the “FPA Counterparty”), which is filed as Exhibit 10.9 to the Registration Statement, as amended by that certain First Amendment to Forward Purchase Agreement, dated as of [●], 2021, which is filed as Exhibit 10.10 to the seventh anniversary Registration Statement (as so amended, the “Forward Purchase Agreement”), pursuant to which the FPA Counterparty agreed to purchase up to $50 million of forward purchase units (the “Forward Purchase Units”), each consisting of a share of Common Stock (the “Forward Purchase Shares”) and one-quarter of one warrant (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for $10.00 per Forward Purchase Unit as more fully described in the applicable Forward Purchase Agreement. The Forward Purchase Warrants are substantially similar to the Public Warrants except as described in the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of [●], 2021, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the date of the Agreement. As provided in the Warrant Agreement and subject to the terms and conditions therein set forthFounder Shares, the Forward Purchase Securities, the Private Placement Warrants shall and warrants that may be exercisable from time to time on issued upon conversion of working capital loans and any Business Day and ending on the Expiration Date. The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided in the Warrant Agreement. All shares Private Placement Warrants and warrants that may be issued upon conversion of Common Stock issuable by the Company working capital loans and upon the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office conversion of the Warrant AgentFounder Shares. The Company has entered into an agreement, dated [●], 2021, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject to the terms and conditions hereof and of the Warrant Agreement. The Company shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Warrants, certificate for shares of Common Stock or other securities underlying the Warrants or payment of cash in each case to any Person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant, and in case of such transfer or payment, the Warrant Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s Sponsor and the Company’s satisfaction that no such tax or other charge is due. This Warrant Certificate officers, directors and all rights hereunder are transferable by the registered holder hereof, subject security holders prior to the terms of Offering, in substantially the Warrant form filed as Exhibit 10.1 to the Registration Statement (the “Letter Agreement”). The Company has entered into an Administrative Services Agreement, dated as of [●], 2021, with Energy Capital Partners Management, LP, in whole or in part, on substantially the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory filed as Exhibit 10.7 to the Company and Registration Statement (the Warrant Agent duly executed by“Administrative Services Agreement”), the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of Assignment. Upon any partial transfer, pursuant to which the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or pay to the transfer hereof on the register Sponsor an aggregate monthly fee of the Company maintained by the Warrant Agent$10,000 for office space, any notice to the contrary notwithstandingutilities, but until such transfer on such register, the Company administrative and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) To: The undersigned irrevocably exercises of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stock, par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth below:support services.

Note to Draft. Insert If this certificate is being delivered in connection with the date that is purchase and sale of Shares pursuant to a Terms Agreement, each reference to the seventh anniversary Sales Agreement will also include such Terms Agreement. EXHIBIT E Common Stock ($0.01 par value) TERMS AGREEMENT [·], 2016 [·] [address] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the date of the Agreement. As provided in the Warrant Agreement representations and warranties, and subject to the terms and conditions therein set forthconditions, stated herein and in that certain Sales Agreement, dated [·], 2016 (“Sales Agreement”), between the Warrants shall be exercisable from time Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [·] (the “Agent”), to time on any Business Day issue and ending on sell to the Expiration DateAgent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Exercise Price Company also proposes to issue and sell to the number of Agent the additional shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided specified in the Warrant Agreement. All shares of Common Stock issuable by Schedule I hereto (“Additional Shares”), if and to the Company upon extent that the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order Agent shall have determined to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as its right to purchase such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject Additional Shares. Subject to the terms and conditions hereof set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Warrant Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Company Purchased Shares and any Additional Shares shall pay all transferbe registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, stamp and other similar taxes that as the case may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect theretobe. The Company Purchased Shares and any Additional Shares shall not be requireddelivered to the Agent on the Settlement Date or an Option Settlement Date, howeveras the case may be, to pay with any tax or other charge imposed transfer taxes payable in connection with the transfer of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Each reference to the Prospectus (including any transfer involved covenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, as amended and supplemented to relate to the Purchased Shares and the Additional Shares, and each of the representations and warranties set forth in the issue Sales Agreement shall be deemed to have been made at and as of any Warrants, certificate for shares the date of Common Stock or other securities underlying the Warrants or payment of cash in each case to any Person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant, and in case of such transfer or paymentthis Terms Agreement, the Warrant Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. [Signature page follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is duein accordance with its terms. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereofVery truly yours, subject to the terms of the Warrant Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of Assignment. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the Warrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. Dated: , By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, as Warrant Agent CyrusOne Inc. By: Name: Authorized Officer EXHIBIT A FORM OF REVERSE OF WARRANT CERTIFICATE EXERCISE SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) ToTitle: The undersigned irrevocably exercises of CyrusOne GP By: CyrusOne Inc., as the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of common stock, par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement therein referred to, and herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Date * (Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent. Securities to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressTitle: CityCyrusOne LP By: CyrusOne GP, State and Zip Codeas the sole general partner By: Any unexercised Warrants evidenced by CyrusOne Inc., as the within Warrant Certificate to be issued to: Please insert social security or identifying numbersole trustee By: Name: Street AddressTitle: City, State and Zip Code: EXHIBIT B FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned registered holder [Signature Page to Terms Agreement] Accepted as of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to the number of Warrants set forth belowdate hereof [ · ] By: [·] By: Name: Title: