DEPOSIT AGREEMENT by and among 21VIANET GROUP, INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of April 20, 2011Deposit Agreement • October 13th, 2011 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York
DEPOSIT AGREEMENT, dated as of April 20, 2011, by and among (i) 21VIANET GROUP, INC., a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
17,000,000 American Depositary Shares Representing 102,000,000 Class A Ordinary Shares, Par value US$0.00001 Per Share 21VIANET GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2020 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York
21Vianet Group, Inc. and Citicorp International Limited, as Trustee INDENTURE dated as of January 26, 2021 US$600,000,000 0.00% CONVERTIBLE SENIOR NOTES DUE 2026Indenture • April 28th, 2021 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of January 26, 2021 between 21VIANET GROUP, INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and Citicorp International Limited, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Dated as of November 16, 2023 INVESTOR RIGHTS AGREEMENT by and among VNET GROUP, INC. and SUCCESS FLOW INTERNATIONAL INVESTMENT LIMITED and CHOICE FAITH GROUP HOLDINGS LIMITEDInvestor Rights Agreement • November 16th, 2023 • VNET Group, Inc. • Services-computer programming, data processing, etc. • New York
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 16, 2023, by and among VNET GROUP, INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Success Flow International Investment Limited, a BVI Business Company incorporated under the Laws of the British Virgin Islands (“Purchaser A”) and Choice Faith Group Holdings Limited, a BVI Business Company incorporated under the Laws of the British Virgin Islands (“Purchaser B”) (collectively, together with their respective successors and assigns, the “Purchasers” and each, a “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between 21Vianet Group, Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”).
Exclusive Consultation and Service AgreementConsultation and Service Agreement • April 26th, 2024 • VNET Group, Inc. • Services-computer programming, data processing, etc.
This Exclusive Consultation and Service Agreement (the “Agreement”) is entered into between the following Parties (the “Parties”) on April 22, 2024 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
AND [TRUSTEE], TrusteeIndenture • July 23rd, 2020 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of , 20 , among 21Vianet Group, Inc., a Cayman Islands exempted company with limited liability (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
FISCAL AGENCY AGREEMENT JUNE 24, 2014 21VIANET GROUP, INC. as Issuer and CITICORP INTERNATIONAL LIMITED as Fiscal Agent, Transfer Agent, CMU Lodging and Paying Agent and Registrar relating to CNY2,000,000,000 6.875% Bonds due 2017 Allen & OveryFiscal Agency Agreement • April 10th, 2015 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York
Exclusive Consultation and Service AgreementExclusive Consultation and Service Agreement • April 26th, 2024 • VNET Group, Inc. • Services-computer programming, data processing, etc.
This Exclusive Consultation and Service Agreement (the “Agreement”) is entered into between the following Parties (the “Parties”) on April 22, 2024 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Loan AgreementLoan Agreement • April 26th, 2024 • VNET Group, Inc. • Services-computer programming, data processing, etc.
This Loan Agreement (the “Agreement”) is entered into by and between the following parties (the “Parties”) in Beijing, the People’s Republic of China (excluding the Hong Kong SAR, the Macao SAR and Taiwan solely for the purposes of this Agreement, hereinafter referred to as the “PRC”) on April 22, 2024:
UPWISE INVESTMENTS LIMITED (as Vendor) 21Vianet Group, Inc. (as Purchaser) and Mr. Lap Man (for the purpose of clauses 4.7 and 10.8 to 10.14 only) SHARE SALE AND PURCHASE AGREEMENT relating to the acquisition of 100% of the issued shares in the...Share Sale and Purchase Agreement • April 10th, 2015 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • Hong Kong
INVESTMENT AGREEMENT by and among VNET GROUP, INC. and VECTOR HOLDCO PTE. LTD. and BTO VECTOR FUND FD (CYM) L.P. and BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD (CAYMAN) – NQ L.P. Dated as of January 28, 2022Registration Rights Agreement • January 31st, 2022 • VNET Group, Inc. • Services-computer programming, data processing, etc. • New York
This INVESTMENT AGREEMENT, dated as of January 28, 2022 (this “Agreement”), by and among (i) VNET GROUP, INC., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), (ii) VECTOR HOLDCO PTE. LTD., a private company limited by shares incorporated in Singapore (together with its successors and any Permitted Transferee that becomes a party hereto pursuant to Section 5.07 and Section 9.03, “Vector Holdco”), (iii) BTO VECTOR FUND FD (CYM) L.P., a limited partnership established under the Laws of the Cayman Islands (together with its successors and any Permitted Transferee that becomes a party hereto pursuant to Section 5.07 and Section 9.03, “Vector Fund FD”, and together with Vector Holdco, the “Investors” and each an “Investor”), and (iv) BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD (CAYMAN) – NQ L.P. (the “VCOC Investor”, only with respect to Article I (insofar as and only to the extent to which such definitions are used in the other s
Equipment and Cabinet Lease AgreementEquipment and Cabinet Lease Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.
Through friendly negotiations and based on the principles of mutual benefits, looking for a long-term cooperation relationship, the Parties hereby agree as follows with respect to the lease of server room equipment and other operational equipment by Party B to Party A:
SUPPLEMENTAL FISCAL AGENCY AGREEMENT SEPTEMBER 14, 2016 Between as Issuer and CITICORP INTERNATIONAL LIMITED as Fiscal Agent, Registrar, CMU Lodging and Paying Agent and Transfer Agent relating toOriginal Agency Agreement • April 12th, 2017 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York
Equity Pledge AgreementEquity Pledge Agreement • April 28th, 2021 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between the following Parties on December 10, 2020 in Shanghai:
PERFORMANCE INCENTIVE AGREEMENT by and among Beijing Shi Dai Tong Lian Technology Company Limited, Beijing Cheng Yi Shi Dai Network Technology Company Limited, Zhi Bo Xin Tong (Beijing) Network Technology Company Limited, Ran Cheng, AsiaCloud Inc.,...Performance Incentive Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.
This Performance Incentive Agreement (the “Agreement”) is entered into on September [—], 2010 by and among the following parties (each a “Party”; together, the “Parties”):
Supplemental Agreement to Exclusive Technical Consulting and Services AgreementConsulting and Services Agreement • April 12th, 2017 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
Equity Pledge AgreementEquity Pledge Agreement • April 28th, 2021 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
The Equity Pledge Agreement (hereinafter referred to as this “Agreement”) is executed in Beijing on January 11, 2021 by and between:
Equity Interest Purchase AgreementEquity Interest Purchase Agreement • April 12th, 2018 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
This Equity Interest Purchase Agreement (this “Agreement”) is made and entered into as of September 27, 2017 by and among the following parties in Beijing:
Exclusive Technical Consulting and Service AgreementConsulting and Service Agreement • April 28th, 2021 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
This Exclusive Technical Consulting and Service Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between the following Parties on December 10, 2020 in Shanghai:
Loan AgreementLoan Agreement • April 10th, 2015 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
For the purpose of this Agreement, Borrower 1 and Borrower 2 are collectively referred to as the Borrowers; the Lender and the Borrowers are referred to separately as a “Party” and collectively as both “Parties.”
Broadband Internet (Chinanet) Access Agreement21 Vianet Group, Inc. • April 4th, 2011 • Services-computer programming, data processing, etc.
To satisfy Party A’s growing needs of internet-based business and better facilitate its related work, Party A and Party B, on the principle of long-term friendly partnership, equality and mutual benefit, have agreed on the following provisions with regard to Party A’s access to the internet (Chinanet) through Party B:
Form Asset Transfer AgreementAsset Transfer Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.
Exclusive Consultation and Service AgreementExclusive Consultation and Service Agreement • April 26th, 2024 • VNET Group, Inc. • Services-computer programming, data processing, etc.
This Exclusive Consultation and Service Agreement (the “Agreement”) is entered into between the following Parties (the “Parties”) on October 30, 2012 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”):
Share Transfer Agreement Among Beijing 21Vianet Broad Band Data Center Co., Ltd. Xu BAI Ling YU Chen HE Rong HUANG And Tianjin Guanbang Network Technology Development Co., Ltd. October 8, 2011Share Transfer Agreement • April 18th, 2012 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
Therefore, in consideration thereof, the Parties hereby enter into the following agreement through friendly consultation:
Premise Lease AgreementPremise Lease Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.
Pursuant to the Contract Law of People’s Republic of China, the Urban Real Estate Administration Law of People’s Republic of China and other related rules and regulations, for the sake of clarity with respect to the rights and obligations of each party, after friendly negotiations, the parties hereto have reached the following agreement (the “Lease”) regarding the Lease of [55] (28) property (the “Leased Premise”) on the basis of equality and mutual benefits.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • April 12th, 2018 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • Hong Kong
THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of 27, September 2017 in Chaoyang District, Beijing by and between:
Equity Pledge AgreementEquity Pledge Agreement • April 26th, 2024 • VNET Group, Inc. • Services-computer programming, data processing, etc.
This Equity Pledge Agreement (this “Agreement”) is entered into between the following parties (the “Parties”) on April 22, 2024 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
PERFORMANCE INCENTIVE AGREEMENT by and among Guangzhou Gehua Network Technology and Development Company Limited, Yu Ling He Chen Huang Rong 21Vianet Group, Inc., and 21ViaNet Broadband Limited dated as of October 8, 2011Performance Incentive Agreement • April 18th, 2012 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
This Performance Incentive Agreement (the “Agreement”) is entered into on October 8, 2011 by and among the following parties (each a “Party”; together, the “Parties”):
Equity Option AgreementEquity Option Agreement • April 26th, 2024 • VNET Group, Inc. • Services-computer programming, data processing, etc.
This Equity Option Agreement (this “Agreement”) is made on April 22, 2024 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC” or “China”, and for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) by and among the following Parties (the “Parties”):
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • February 20th, 2020 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc. • Hong Kong
This CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [·], is entered into by and between 21Vianet Group, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [·], (the “Purchaser” and, together with the Company, the “Parties”).
Supplemental Agreement to Performance Incentive AgreementSupplemental Agreement • April 18th, 2012 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
Confirmation Letter21 Vianet Group, Inc. • April 4th, 2011 • Services-computer programming, data processing, etc.
Loan AgreementLoan Agreement • April 28th, 2021 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
For the purpose of this Agreement, the Lender and the Borrower are referred to separately as a “Party” and collectively as both “Parties.”
Exclusive Technical Consulting and Service AgreementConsulting and Service Agreement • April 28th, 2021 • 21Vianet Group, Inc. • Services-computer programming, data processing, etc.
This Exclusive Technical Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is concluded in Beijing on January 11, 2021 by and between:
