GDS Holdings Limited 11,940,299 American Depositary Shares Representing 95,522,392 Class A Ordinary Shares Underwriting AgreementGDS Holdings LTD • March 19th, 2019 • Services-computer programming, data processing, etc. • New York
GDS Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 11,940,299 American Depositary Shares (the “ADSs”), each representing eight Class A ordinary shares, par value $0.00005 per share (the “ Ordinary Shares”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,791,044 ADSs of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
GDS HOLDINGS LIMITED and The Bank of New York Mellon as Trustee INDENTURE Dated as of June 5, 2018 US$300,000,000 2.00% CONVERTIBLE SENIOR NOTES DUE 2025Indenture • March 13th, 2019 • GDS Holdings LTD • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of June 5, 2018, between GDS Holdings Limited, a Cayman Islands exempted company, as issuer (the “Company”, as more fully set forth in Section 1.01) and The Bank of New York Mellon, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
with regards to Shanghai Xinwan Enterprise Management Co., Ltd. Equity Pledge AgreementEquity Pledge Agreement • April 4th, 2023 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Equity Pledge Agreement (the “Agreement”) is entered into by and between the following parties on August 1, 2022 in Shanghai, PRC:
Zhang Kejing Shanghai Xinwan Enterprise Management Co., Ltd. and GDS (Shanghai) Investment Co., Ltd. with regards to Shanghai Xinwan Enterprise Management Co., Ltd. Exclusive Call Option Agreement Date: August 1, 2022Exclusive Call Option Agreement • April 4th, 2023 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Exclusive Call Option Agreement (the “Agreement”) is entered into by and among the following parties on August 1, 2022 in Shanghai, China:
GDS (Shanghai) Investment Co., Ltd. Shanghai Xinwan Enterprise Management Co., Ltd.Voting Proxy Agreement • April 17th, 2020 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Voting Proxy Agreement ("this Agreement”) is entered into on December 16, 2019 in Shanghai, the People’s Republic of China ("China”) by and between:
Loan AgreementLoan Agreement • April 17th, 2020 • GDS Holdings LTD • Services-computer programming, data processing, etc.
Ladies and gentlemen, Subject: Amendment No. 1 to Investor Rights AgreementInvestor Rights Agreement • February 3rd, 2021 • GDS Holdings LTD • Services-computer programming, data processing, etc. • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2020 by and among GDS Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), Gaoling Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Gaoling”) and YHG Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (together with Gaoling, “Investor”).
GDS HOLDINGS LIMITED SIXTH AMENDED AND RESTATED MEMBERS AGREEMENTMembers Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
This Sixth Amended and Restated Members Agreement (the “Agreement”) is made as of May 19, 2016 by and among GDS Holdings Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”) and the shareholders of the Company (which shall comprise of the Series A Shareholders, Series B Shareholders, the Series A* Shareholders, the Series B1 Shareholders, the Series B2 Shareholders, the Series B4 Shareholder, the Series B5 Shareholder, the Key Founders, the Series C Shareholder and the Other Shareholders) (each as defined below).
FACILITY AGREEMENTFacility Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
SIXTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
This Sixth Amended and Restated Voting Agreement (this “Agreement”) is made and entered into as of the May 19, 2016, by and among GDS Holdings Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), each of the persons and entities listed on Exhibit A attached hereto (the “Series A Shareholders”), each of the persons and entities listed on Exhibit A-1 attached hereto (the “Series B Shareholders”), each of the persons and entities as listed on Exhibit A-2 attached hereto (the “Series A* Shareholders”), each of the persons and the entities listed on Exhibit A-3 attached hereto (the “Series B1 Shareholders”), each of the persons and the entities listed on Exhibit A-3 attached hereto (the “Series B2 Shareholders”), the entity listed on Exhibit A-3 attached hereto (the “Series B4 Shareholder”), and the entity listed on Exhibit A-3 attached hereto (the “Series B5 Shareholder”), and the entity listed on Exhibit A-4 attached hereto (the “Series C Shareho
Intellectual Property Rights License AgreementIntellectual Property Rights License Agreement • April 17th, 2020 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Intellectual Property Rights License Agreement (the “Agreement”) is entered into on December 16, 2019 in Shanghai, People’s Republic of China (“PRC”) by and between:
NOTE PURCHASE AGREEMENT dated as of January 11, 2023 by and among GDS Holdings Limited and The Persons Listed in Schedule 1 4.50% Convertible Senior Notes due 2030Note Purchase Agreement • January 31st, 2023 • GDS Holdings LTD • Services-computer programming, data processing, etc. • New York
THIS NOTE PURCHASE AGREEMENT, dated as of January 11, 2023 (this “Agreement”), is made among GDS Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the persons listed on Schedule 1 hereto under the heading “Investor Name” (collectively referred to as the “Investors”, and individually, an “Investor”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 3rd, 2021 • GDS Holdings LTD • Services-computer programming, data processing, etc. • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2020 by and among GDS Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and STT GDC Pte. Ltd., a company organized under the laws of the Republic of Singapore (“Investor”).
SHARE SWAP AGREEMENTShare Swap Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
THIS SHARE SWAP AGREEMENT (this “Agreement”) is entered into by and among GDS Holdings Limited, a company organized under the laws of the Cayman Islands (“GDSS”), EDC Holding Limited, a company organized under the laws of the Cayman Islands (“GDSI”) and each of the entities, severally and not jointly, whose names are set forth on the Schedule of GDSI Shareholders attached hereto as Exhibit A (the “GDSI Shareholders”) dated as of June 12, 2014.
Exclusive Call Option Agreement Concerning Shanghai Shu’an Data Services Co., Ltd.Exclusive Call Option Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Exclusive Call Option Agreement (the “Agreement”) is entered into by and between the following parties on April 13, 2016 in Shanghai, China :
Exclusive Call Option Agreement ConcerningExclusive Call Option Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Exclusive Call Option Agreement (the “Agreement”) is entered into by and between the following parties on April 13, 2016 in Shanghai, China:
Loan AgreementLoan Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
Shanghai Free Trade Zone GDS Management Co., Ltd., a wholly foreign-owned enterprise duly incorporated under the laws of the People’s Republic of China, with registered address at Room 4056, 4th Floor, 173 Meisheng Road, China (Shanghai) Pilot Free Trade Zone, China (the “Lender”).
Shareholder Voting Rights Proxy Agreement Concerning Beijing Wanguo Chang’an Science & Technology Co., Ltd.Shareholder Voting Rights Proxy Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Shareholder Rights Voting Proxy Agreement (“this Agreement”) is entered into on April 13, 2016 in the People’s Republic of China (“China”) by and between:
Equity Interest Pledge Agreement concerning Beijing Wanguo Chang’an Science & Technology Co., Ltd.Equity Interest Pledge Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and between the following parties on April 13, 2016 in Shanghai, PRC:
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
This Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of May 19, 2016 by and among GDS Holdings Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), the entities as listed on Exhibit A attached hereto (the “Series A Shareholders”), the entities listed on Exhibit A-1 attached hereto (the “Series B Shareholders”), the entities listed on Exhibit A-2 attached hereto (the “Series A* Shareholders”), the entities listed on Exhibit A-3 attached hereto (the “Series B1 Shareholders”), the entities listed on Exhibit A-3 attached hereto (the “Series B2 Shareholders”), the entity listed on Exhibit A-3 attached hereto (the “Series B4 Shareholder”), the entity listed on Exhibit A-3 attached hereto (the “Series B5 Shareholder”), the entity listed on Exhibit A-4 attached hereto (the “Series C Shareholder”), the individuals and entities listed on Exhibit B attached hereto (each a “Key Founder” and c
SHARE PURCHASE AGREEMENT dated as of October 18, 2017 by and among GDS HOLDINGS LIMITED, CHEETAH ASIA HOLDINGS LLC and CYRUSONE LLCShare Purchase Agreement • October 24th, 2017 • GDS Holdings LTD • Services-computer programming, data processing, etc. • New York
THIS SHARE PURCHASE AGREEMENT, dated as of October 18, 2017 (this “Agreement”), is made between GDS Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), Cheetah Asia Holdings LLC, a Delaware limited liability company (the “Investor”) and CyrusOne LLC, a Delaware limited liability company (“Guarantor”).
Loan AgreementLoan Agreement • April 17th, 2020 • GDS Holdings LTD • Services-computer programming, data processing, etc.
Agreement, the Original Borrowers have transferred all the equities of GDS Beijing to the Borrower, the Borrower is the existing shareholder of GDS Beijing, and the Parties agree to generally assign to the Borrower all the rights and obligations of the Original Borrowers under the Original Loan Agreement, including all the Existing Debt shall be assumed by the Borrower to the Lender;
Loan AgreementLoan Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
Shanghai Free Trade Zone GDS Management Co., Ltd., a wholly foreign owned enterprise duly incorporated under the laws of the People’s Republic of China, with legal address at Room 4056, 4th Floor, 173 Meisheng Road, China (Shanghai) Pilot Free Trade Zone, China (the “Lender”).
Intellectual Property Rights License AgreementIntellectual Property Rights License Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Intellectual Property Rights License Agreement (the “Agreement”) is entered into on date April 13, 2016 in Shanghai, People’s Republic of China (“PRC”) by and between:
Exclusive Technology License and Service AgreementExclusive Technology License and Service Agreement • April 17th, 2020 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Exclusive Technology License and Service Agreement (hereinafter, “this Agreement”) is entered into by and between the following parties on December 16, 2019 in Shanghai, China:
GDS Holdings Limited 11,000,000 American Depositary Shares Representing 88,000,000 Class A Ordinary Shares Underwriting AgreementGDS Holdings LTD • January 29th, 2018 • Services-computer programming, data processing, etc. • New York
GDS Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 American Depositary Shares (the “ADSs”), each representing eight Class A ordinary shares, par value $0.00005 per share (the “ Ordinary Shares”), of the Company, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters an aggregate of 3,000,000 ADSs of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 225,000 ADSs of the Company and the Selling Shareholders severally propose to sell, at the option of the Underwriters, up to an additional 1,425,000 ADSs of the Company (collectively, the “Option Sha
FORM INDEMNIFICATION AGREEMENTForm Indemnification Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between GDS Holdings Limited, a Cayman Islands company (the “Company”), and (the “Indemnitee”), [a director/an executive officer] of the Company.
Shareholder Voting Rights Proxy Agreement Concerning Shanghai Shu’an Data Services Co., Ltd.Shareholder Voting Rights Proxy Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Voting Proxy Agreement (the “Agreement”) is entered into on date April 13, 2016 in Shanghai, People’s Republic of China (“PRC”) by and between:
UP TO RMB 530,000,000 TERM LOAN FACILITY AGREEMENT Dated 17 September 2015 (as amended and restated pursuant to the Amendment Agreement dated 4 March 2016 and further amended and restated on 5 August 2016)Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
THIS AGREEMENT is dated 17 September 2015 (as amended and restated pursuant to an amendment agreement dated 4 March 2016 and further amended and restated on 5 August 2016) and made between:
Data Center Outsourcing Service Agreement By and between [Customer] And BEIJING WANGUO CHANG’AN SCIENCE & TECHNOLOGY CO., LTD Date: [ ] ChinaCenter Outsourcing Service Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Data Center Outsourcing Service Agreement (“Agreement”) is made and entered into in [PLACE], China, as of the date [DD MM YY], by and between the parties as follows:
Equity Interest Pledge Agreement Concerning Shanghai Shu’an Data Services Co., Ltd.Equity Pledge Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Equity Pledge Agreement (the “Agreement”) is entered into by and between the following parties on April 13, 2016 in Shanghai, PRC:
Exclusive Technology License and Service AgreementLicense and Service Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Exclusive Technology License and Service Agreement (hereinafter, the “Agreement”) is entered into by and between the following parties on April 13, 2016 in Shanghai, China:
Exclusive Technology License and Service AgreementLicense and Service Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Exclusive Technology License and Service Agreement (the “Agreement”) is entered into by and between the following parties on April 13, 2016 in Shanghai, PRC:
SUBSCRIPTION AGREEMENT for up to US$250,000,000 10% Convertible and Redeemable Bond due 2019 convertible into shares in GDS Holdings LimitedSubscription Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
severally and not jointly, agreed to subscribe for the Bond, in each case upon and subject to the terms and conditions set out in this Agreement.
Shanghai Xinwan Enterprise Management Co., Ltd.Exclusive Call Option Agreement • April 17th, 2020 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Exclusive Call Option Agreement (the “Agreement”) is entered into by and between the following parties on December 16, 2019 in Shanghai, China:
