INDENTURE Dated as of June 7, 2021 Among SWITCH, LTD. THE SUBSIDIARY GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.125% SENIOR NOTES DUE 2029Indenture • June 7th, 2021 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
This Indenture, dated as of June 7, 2021, is by and among Switch, Ltd., a Nevada limited company (collectively with successors and assigns, the “Company”), the Subsidiary Guarantors party hereto and U.S. Bank National Association, as trustee (the “Trustee”), paying agent and registrar.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 18th, 2020 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 27, 2017, by and among SWITCH, LTD., a Nevada limited liability company, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 5, 2017 by and among Switch, Ltd., a Nevada limited-liability company (the “Company”), Switch, Inc., a Nevada corporation (the “Corporation”), and each Person that holds Common Units (defined below) that has signed this Agreement (such Persons, collectively, the “Members”).
TAX RECEIVABLE AGREEMENT by and among SWITCH, INC. SWITCH, LTD. and THE MEMBERS OF SWITCH, LTD. FROM TIME TO TIME PARTY HERETO Dated as of October 5, 2017Tax Receivable Agreement • October 11th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 5, 2017, is hereby entered into by and among Switch, Inc., a Nevada corporation (the “Corporation”), Switch, Ltd., a Nevada limited liability company (“Switch, Ltd.”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 9th, 2021 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 27, 2017, by and among SWITCH, LTD., a Nevada limited liability company, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 1st, 2022 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This Executive Severance Agreement (“Agreement”) is made effective as of September 1, 2021 (“Effective Date”), by and among Switch, Ltd., a Nevada limited-liability company (“Switch”), Switch, Inc., a Nevada corporation (“HoldCo” and, together with Switch, the “Company”), and Jonathan King (“Executive”).
AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT dated as of June 27, 2017 by and among SWITCH, LTD., as Borrower, and Certain Domestic Subsidiaries of SWITCH, LTD., as Guarantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Subsidiary Guaranty Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”), dated as of June 27, 2017, is made by SWITCH, LTD., a Nevada limited liability company (the “Borrower”) and certain Subsidiaries of the Borrower (such Subsidiaries, collectively, the “Guarantors” and each, a “Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of itself and the Secured Parties.
LAND LEASE BELTWAY BUSINESS PARK WAREHOUSE NO. 6, LLC, a Nevada limited liability company as Landlord, and SWITCH, LTD., a Nevada limited liability company as TenantLand Lease • September 25th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This Article One contains the Basic Terms of this Lease between Landlord and Tenant named below. Other Articles, Sections and Paragraphs of this Lease referred to in this Article One explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.
INCENTIVE UNIT AWARD AGREEMENTIncentive Unit Award Agreement • September 25th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This Incentive Unit Award Agreement (this “Agreement”) is made as of the Effective Date (as defined below) by and between Switch, Ltd. (“Switch”) and the undersigned recipient (the “Recipient”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Appendix A attached hereto or the Fourth Amended and Restated Operating Agreement of Switch (the “Operating Agreement”).
FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF SWITCH, LTD. a Nevada limited-liability company Dated as of October 5, 2017Operating Agreement • October 11th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This FIFTH AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), dated as of October 5, 2017, is entered into by and among Switch, Ltd., a Nevada limited-liability company (the “Company”), and its Members (as defined herein).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 9th, 2021 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
This First Supplemental Indenture and Subsidiary Guarantee, dated as of July 29, 2021 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among Data Foundry, LLC, a Texas limited liability company (the “New Guarantor”), Switch, Ltd. (together with its successors and assigns, the “Company”) and U.S. Bank National Association, as Trustee, paying agent and registrar under such Indenture.
LTIP INCENTIVE UNIT AWARD AGREEMENTLtip Incentive Unit Award Agreement • September 25th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This LTIP Incentive Unit Award Agreement (this “Agreement”) is made as of the Effective Date (as defined below) by and between Switch, Ltd. (“Switch”) and the undersigned recipient (the “Recipient”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Appendix A attached hereto or the Fourth Amended and Restated Operating Agreement of Switch (the “Operating Agreement”).
AMENDED AND RESTATED COLLATERAL AGREEMENT dated as of June 27, 2017 by and among SWITCH, LTD., and certain of its Subsidiaries, as Grantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCollateral Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED COLLATERAL AGREEMENT (this “Agreement”), dated as of June 27, 2017, by and among SWITCH, LTD., a Nevada limited liability company (the “Borrower”), certain Domestic Subsidiaries of the Borrower as identified on the signature pages hereto and any Additional Grantor (as defined below) who may become party to this Agreement (such Domestic Subsidiaries and Additional Grantors, collectively with the Borrower, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties.
SWITCH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , between Switch, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”).
LEASE AGREEMENT BELTWAY BUSINESS PARK OFFICE NO. 1, LLC A Nevada Limited Liability Company (“Landlord”) SWITCH COMMUNICATIONS GROUP, L.L.C. A Nevada Limited Liability Company (“Tenant”) dated April 1, 2011 Multi-TenantLease Agreement • September 25th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
THIS LEASE AGREEMENT (“Lease”), dated April 1, 2011, is made by and between Beltway Business Park Office No. 1, LLC, a Nevada limited liability company, (“Landlord”) and Switch Communication Group L.L.C., a Nevada limited liability company, (“Tenant”), and constitutes a lease between the parties of the “Premises” as identified in Section 1.1 hereof on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth below. The Premises are located within the Building and Project described in Sections 1.3 and 1.4. The Tenant acknowledges and agrees that it is intended that this is a net lease.
LAND LEASELand Lease • August 9th, 2019 • Switch, Inc. • Services-computer programming, data processing, etc.
Reference is made to the lease dated __________________________, 20__ (the “Lease”) by and between _____________________________, a _________________________ (”Landlord”), and _______________________________________, a ___________________________ (“Tenant”), with respect to the premises located at __________________________________________ (the “Premises”).
REAL PROPERTY PURCHASE AGREEMENT BETWEEN BELTWAY BUSINESS PARK, L.L.C., A Nevada Limited Liability Company (“Seller”) AND NV LAS DEC, LLC A Nevada Limited Liability Company (“Purchaser”) April 28th, 2020 Date Nevada Title Company (“Escrow Agent”)...Real Property Purchase Agreement • May 11th, 2020 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
THIS REAL PROPERTY PURCHASE AGREEMENT ("Agreement") is made this April 28th, 2020 (“Effective Date”), by and between the Seller and Purchaser hereinafter identified in Sections 1.2 and 1.3 hereof, respectively, and constitutes an agreement between the parties for the purchase of the Property as identified in Section 1.5 hereof on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter.
TAX RECEIVABLE AGREEMENT AMENDMENT NO. 1Tax Receivable Agreement • May 11th, 2022 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This Tax Receivable Agreement Amendment No. 1 (this “Amendment”) is entered into as of May 11, 2022, by and among Switch, Inc., a Nevada corporation (the “Corporation”), Switch, Ltd., a Nevada limited liability company (“Switch, Ltd.”), and the members of Switch, Ltd. as of the date of the TRA (as defined below) other than the Corporation (such members, together with each other Person who becomes party thereto by satisfying the TRA joinder requirement, the “Members”).
THIRD AMENDMENT TO LEASE BELTWAY BUSINESS PARK, OFFICE NO. 1, LLCLease Agreement • March 1st, 2021 • Switch, Inc. • Services-computer programming, data processing, etc.
THIS THIRD AMENDMENT TO LEASE (“Amendment”) is entered into as of this 19th day of November, 2020 (“Effective Date”), by and between Beltway Business Park, Office No. 1, LLC (“Landlord”) and SWITCH, LTD. (“Tenant”) and amends the Lease Agreement between Landlord and Tenant dated April 1, 2011, as amended on July 23, 2014 and May 27, 2016 (collectively the “Lease”) pursuant to which Tenant leased, from Landlord, 10,755 rentable square feet ("RSF”) in space known as Suite 180 (the “Premises”) in that certain building located at 5605 Badura Ave., Las Vegas, Nevada (“Building”).
FOURTH AMENDMENT TO LEASELease Agreement • May 10th, 2022 • Switch, Inc. • Services-computer programming, data processing, etc.
THIS FOURTH AMENDMENT TO LEASE (“Amendment”) is entered into as of this 22nd day of March, 2022 (“Effective Date”), by and between Beltway Business Park, Office No. 1, LLC (“Landlord”) and SWITCH, LTD. (“Tenant”) and amends the Lease Agreement between Landlord and Tenant dated April 1, 2011, as amended on July 23, 2014, May 27, 2016 and November 19, 2022 (collectively the “Lease”) pursuant to which Tenant leased, from Landlord, 10,755 rentable square feet ("RSF”) in space known as Suite 180 (the “Premises”) in that certain building located at 5605 Badura Ave., Las Vegas, Nevada (“Building”).
SWITCH, INC. 2017 INCENTIVE AWARD PLANPerformance-Vesting Restricted Stock Unit Grant Notice • March 5th, 2021 • Switch, Inc. • Services-computer programming, data processing, etc.
Switch, Inc., a Nevada corporation (the “Company”), has granted to the participant listed below (“Participant”) the performance-vesting Restricted Stock Units (the “RSUs”) described in this Performance-Vesting Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the 2017 Incentive Award Plan (as amended from time to time, the “Plan”) and the Performance-Vesting Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
FIRST AMENDMENT TO LEASELease • May 10th, 2021 • Switch, Inc. • Services-computer programming, data processing, etc.
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made effective as of March 19, 2021 (“Effective Date”), by and between BELTWAY BUSINESS PARK WAREHOUSE NO. 1, LLC, a Nevada limited liability company (“Landlord”), and SWITCH, LTD., a Nevada limited liability company (“Tenant”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 28th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 28, 2017 (and effective as set forth below), among SWITCH, LTD., a Nevada limited liability company (the “Borrower”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below) party hereto, certain of the Lenders referred to below, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
INTEREST PURCHASE AGREEMENT BY AND AMONG SWITCH, LTD., THE PERSONS IDENTIFIED ON ANNEX A HERETO, WATERLOO, INC., and DATA FOUNDRY, INC. Dated as of May 3, 2021Interest Purchase Agreement • May 3rd, 2021 • Switch, Inc. • Services-computer programming, data processing, etc. • Delaware
This INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated as of May 3, 2021, by and among (i) SWITCH, LTD., a Nevada limited liability company (“Buyer”), (ii) DATA FOUNDRY, INC., a Texas corporation prior to the Conversion (the “Company”), (iii) the Persons identified on Annex A hereto (collectively, the “Selling Shareholders”) and (iv) WATERLOO, INC., a Delaware corporation (the “Seller”). Each of the above referenced parties is sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
Underwriting AgreementUnderwriting Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
Switch, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A common stock of the Company, $0.001 par value per share (“Stock”) and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
STANDARD INDUSTRIAL REAL ESTATE LEASE BELTWAY BUSINESS PARK WAREHOUSE NO. 3, LLC, a Nevada limited liability company as Landlord, and SWITCH COMMUNICATIONS GROUP, L.L.C., a Nevada limited liability company as TenantIndustrial Lease • September 25th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • California
STANDARD INDUSTRIAL REAL ESTATE LEASE BELTWAY BUSINESS PARK WAREHOUSE NO. 1, LLC, a Nevada limited liability company, as Landlord, and SWITCH, LTD., a Nevada limited liability company, as TenantIndustrial Lease • September 25th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc.
