GDS HOLDINGS LIMITED SIXTH AMENDED AND RESTATED MEMBERS AGREEMENTMembers Agreement • May 20th, 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).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 20th, 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
SIXTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • May 20th, 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
SHARE SWAP AGREEMENTShare Swap Agreement • May 20th, 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.
SUBSCRIPTION AGREEMENT for up to US$250,000,000 10% Convertible and Redeemable Bond due 2019 convertible into shares in GDS Holdings LimitedSubscription Agreement • May 20th, 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.
