Common use of Note to Draft Clause in Contracts

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such 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 representations and warranties, and subject to the terms and conditions, 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 “Agent”), and [·], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions 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 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 Purchased Shares and any Additional Shares shall be 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, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Direct Settlement Date or an Option Settlement Date, as the case may be, with any 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the 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 in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [ · ] By: [·] By: Name: Title:

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement [·], 20201[·] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated November 192, 2018 2017 (“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 “Agent”), and [·], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions 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 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 Purchased Shares and any Additional Shares shall be 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, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Direct Settlement Date or an Option Settlement Date, as the case may be, with any 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the 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 in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [ · ] By: [·] By: Name: Title:

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement [·], 20[·] Common Stock ($0.01 par value) [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated November 19May 3, 2018 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 “Agent”), and [·•], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions 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 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 account of the several Underwriters 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 Purchased Shares and any Additional Shares shall be 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, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Direct Settlement Date or an Option Settlement Date, as the case may be, with any 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the 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 in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: K▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: K▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [ · [•] By: [·•] By: Name: Title:: Title of Purchased Shares and 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 Company in immediately available funds. Method of delivery: Free delivery of the Shares to the Agent’s account at The Depository Trust Company against payment of the Purchase Price. Direct Settlement Date, time and location: [•]

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement [·], 20[·] Agreement. [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated November 19May 6, 2018 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 “Agent”), and [·], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions 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 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 account of the several Underwriters 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 Purchased Shares and any Additional Shares shall be 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, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Direct Settlement Date or an Option Settlement Date, as the case may be, with any 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the 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 in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [ · ● ] By: [·●] By: Name: Title:: Title of Purchased Shares and 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 Company in immediately available funds.

Note to Draft. If To be the earlier of (i) the final closing date, (ii) the three year anniversary of the initial closing date and (iii) effectiveness of a cancellation under a Cancellation Notice. 4 Note to Draft: To be 10 years from the closing date. This WARRANT (this certificate is being delivered in connection with the purchase “Warrant”) certifies that, for good and sale of Shares pursuant to a Terms Agreementvaluable consideration, each reference to the Sales Agreement will also include such Terms Agreement [·●], 20a [·●] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “CompanyHolder”), proposes, on is entitled to purchase the basis applicable Number of Units of the representations and warrantiesPartnership, and at the Exercise Price, subject to the terms provisions and conditions, 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 “Agent”), and [·], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to upon the terms and conditions set forth herein and in the Sales this Warrant. This Warrant is issued pursuant to, as applicable, either (a) that certain Securities Purchase 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 for Series G Preferred Stock entered into as of the Purchased Shares on effective date thereof (as the Direct Settlement Datesame may be amended, at the time restated, amended and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In additionrestated, 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 supplemented or otherwise modified from time to time in part time, the “Securities Purchase Agreement”), 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 among IQHQ Inc. and the date on which such Additional Shares are to be purchased Holder or (such date and time being herein referred to b) that certain Subscription Agreement for Series G Preferred Stock entered into as of the “Acceptance Date” thereof (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Option Settlement DateHolder Subscription Agreement”). Each Option Settlement Date must be at least one business day after , by and among IQHQ Inc. and the written notice is given Holder 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 corresponding Warrant Purchase Agreement made as of the Purchase Price for any Additional Shares shall Acceptance Date (as defined in the Holder Subscription Agreement) (as the same may be made amended, restated, amended and restated, supplemented or otherwise modified from time 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 “Warrant Purchase Agreement”), by and among 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 clarityPartnership, the Holder and the other 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 Purchased Shares and any Additional Shares shall be 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, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Direct Settlement Date or an Option Settlement Date, as the case may be, with any 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 mutandisthereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Sales Securities Purchase Agreement or the Holder Subscription Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the 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 followsapplicable.] 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 in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [ · ] By: [·] By: Name: Title:

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement Agreement. [·], 202016 [·] [NAME OF AGENT] [ADDRESS OF AGENTaddress] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated November 19[·], 2018 2016 (“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 “Agent”), and [·], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions 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 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 Purchased Shares and any Additional Shares shall be 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, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Direct Settlement Date or an Option Settlement Date, as the case may be, with any 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the 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 in accordance with its terms. Very truly yours, CYRUSONE INC. CyrusOne Inc. By: Name: Title: CYRUSONE CyrusOne GP by By: CyrusOne Inc., as the sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE CyrusOne LP by By: CyrusOne GP, as the sole general partner By: CyrusOne Inc., as the sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [ · ] By: [·] By: Name: Title:

Note to Draft. If this certificate is being delivered in connection with To update for any additional stock splits or reverse stock splits prior to pricing. The Company has entered into the purchase and sale of Shares pursuant to a Terms Sponsor Warrant Purchase Agreement, each reference dated as of [●], 2021, with Sponsor in substantially the form filed as Exhibit 10.5 to the Sales Agreement will also include such Terms Agreement [·], 20[·] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation Registration Statement (the “CompanySponsor 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”), proposes, on pursuant to which the basis 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 representations and warranties, and subject to the terms and conditions, stated herein and Over-Allotment Option (as defined below) is exercised in that certain Sales Agreement, dated November 19, 2018 (“Sales Agreement”full), between with each warrant entitling the Company, CyrusOne GP, a Maryland statutory trust holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “General Partner”)Private Placement Warrants” and, which is a subsidiary of together with 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 capacityPublic Warrants, the “Agent”), and [·], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased SharesWarrants”). The Company also proposes to issue and sell Private Placement Warrants are substantially similar to the Agent the additional shares of Common Stock specified Public Warrants except as described in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional SharesProspectus. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the The Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number Sponsor have entered into a Forward Purchase Agreement, dated as of the Purchased Shares on the Direct Settlement DateJanuary 24, 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 Purchased Shares and any Additional Shares shall be 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, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Direct Settlement Date or an Option Settlement Date, as the case may be2021, with any 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the 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 in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇G▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc.Sachs Asset Management, L.P. (the “FPA Counterparty”), which is filed as Exhibit 10.9 to the Registration Statement, as sole trustee of CyrusOne GPamended by that certain First Amendment to Forward Purchase Agreement, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted dated as of [●], 2021, which is filed as Exhibit 10.10 to the date hereof [ · ] By: 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 [·] By: Name: Title:●], 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 Founder Shares, the Forward Purchase Securities, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares. The Company has entered into an agreement, dated [●], 2021, with the Sponsor and the Company’s officers, directors and security holders prior to the Offering, in substantially the 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 substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space, utilities, administrative and support services.

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such 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 representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated November 19May 6, 2018 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 “Agent”), and [·●], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions 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 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 account of the several Underwriters 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 Purchased Shares and any Additional Shares shall be 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, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Direct Settlement Date or an Option Settlement Date, as the case may be, with any 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the 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 in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [ · ● ] By: [·●] By: Name: Title:

Note to Draft. If this certificate Insert the date that is being delivered in connection with the purchase and sale seventh anniversary of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such 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 representations and warranties, and subject to the terms and conditions, 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 “Agent”), and [·], as forward purchaser, to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions 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 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 a) If Full Physical 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 applicable with respect to the Company in federal or other funds immediately available in New York City against delivery exercise of such Additional Shares a Warrant, then, for the respective accounts of the several Underwriters at 10:00 each Warrant exercised hereunder (i) prior to 11:00 a.m., New York City time, on the Option Settlement Date or for such Warrant, the Holder shall pay the aggregate Exercise Price (determined as of such Exercise Date) for the number of shares of Common Stock obtainable upon exercise of such Warrant at such time by federal wire or other time immediately available funds payable to the order of the Company to the account maintained by the Warrant Agent and notified to the Holder upon request of the Holder, and (ii) 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 Purchased Shares and any Additional Shares shall be 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, as following receipt by the case may be. The Purchased Shares and any Additional Shares Warrant Agent of such Exercise Price, the Company shall cause to be delivered to the Agent Holder the number of shares of Common Stock obtainable upon exercise of each Warrant at such time (the “Full Physical Share Amount”), together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f). (b) If Net Share Settlement is applicable with respect to the exercise of a Warrant, then, for each Warrant exercised hereunder, on the Direct Settlement Date or an Option Settlement for such Warrant, the Company shall cause to be delivered to the Holder a number of shares of Common Stock (which in no event will be less than zero) (the “Net Share Amount”) equal to (i) the number of shares of Common Stock obtainable upon exercise of such Warrant at such time, multiplied by (ii) the Closing Sale Price on the relevant Exercise Date, minus the Exercise Price (determined as of such Exercise Date), divided by (iii) such Closing Sale Price, together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f). The Warrant Agent shall not take any action under this Section unless and until the case Company has provided it with written instructions containing the Net Share Amount. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of the Net Share Amount is accurate or correct. (c) Upon surrender of a Warrant Certificate in conformity with the foregoing provisions and receipt by the Warrant Agent of the Exercise Price therefor or, in the event of Net Share Settlement, upon the election by a Holder for Net Share Settlement, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may bebe directed in writing by the Holder, and shall deliver such evidence of ownership to the Person or Persons entitled to receive the same, together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f), provided that if the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent, and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon receipt by the Warrant Agent of the Exercise Price therefor or, in the event of Net Share Settlement, upon the election by a Holder for Net Share Settlement, a Holder shall be deemed to own and have all of the rights associated with any transfer taxes payable Underlying Common Stock or other securities or property to which such Holder is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. (d) The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with its performance under this Agreement shall be in the Warrant Agent’s name and that the Warrant Agent may receive investment earnings in connection with the transfer investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. The Warrant Agent shall remit any payments received in connection with the exercise of Warrants to the Company as soon as practicable and in any event within three Business Days by federal wire or other immediately available funds to an account selected by the Company and notified in writing to the Warrant Agent. (e) If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the Shares same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered to the Warrant Agent duly paidby the Company. The Warrant Agent shall promptly countersign, against payment of by either manual or facsimile signature, the Purchase Price therefor. Each of new Warrant Certificate, register it in such name or names as may be directed in writing by the provisions of Holder and deliver the Sales Agreement not specifically related new Warrant Certificate to the solicitation Person or Persons entitled to receive the same. (f) The Company shall not be required to issue any fraction of a share of Common Stock upon exercise of any Warrants; provided, that, if more than one Warrant shall be exercised hereunder at one time by the Agentsame Holder, as sales agent the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the Company, basis of offers to purchase Shares is incorporated herein by reference in its entiretyall Warrants so exercised, and shall be deemed to be part include the aggregation of this Terms Agreement all fractional shares of Common Stock issuable upon exercise of such Warrants. If after giving effect to the aggregation of all shares of Common Stock (and fractions thereof) issuable upon exercise of Warrants by the same extent Holder at one time 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 Sales Agreement. Each reference to the Prospectus (including any 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 Sales Agreement shall be deemed to have been made at and as previous sentence, any fraction of a share of Common Stock would, except for the date provisions of this Terms AgreementSection 3.4(f), be issuable on the exercise of any Warrant or Warrants, the Direct Settlement Date and any Option Settlement Company shall pay the Holder cash in lieu of such fractional share valued at the Closing Sale Price on the Exercise 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 in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [ · ] By: [·] By: Name: Title: