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
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
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:
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.
Premise Lease AgreementLease Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Contract is entered into by and between Party A and Party B upon friendly negotiation in a bid to define the rights and obligations of the Lessor and Lessee according to the Contract Law of the People’s Republic of China, Regulations for Beijing Economic - Technological Development Area and other relevant state laws and regulations.
Tenement Lease AgreementTenement Lease Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
As a private high-tech business incubator operated and managed by Party A, South China Advanced Materials Innovation Park, with the service objects of scientific and technological enterprises in the new material industry and relevant industries, provides the resident enterprises with office, R&D, pilot plant test, production and business sites, shared facilities as well as marketing, technology R&D, investment and financing, business incubation, application of science and technology projects and other entrepreneur services to reduce the entrepreneurial risks and initial costs and cultivate successful science and technology enterprises. Party A and Party B reach the following contract terms on the matter that Party B leases Party A’s property on the basis of equality, voluntariness and consensus.
Premise Lease AgreementPremise Lease Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
Party A and Party B enter into this Contract by consensus through friendly negotiation according to the Contract Law of the People’s Republic of China and other relevant national regulations to clarify the rights and obligations of the lessor and the lessee.
DATE] [NAME] Present Dear [NAME], Re: Offer of Employment We are pleased to extend our offer of employment to you. This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with (the “Company”) and/or any of the...Renewal Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
Premise Lease AgreementPremise Lease Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
Party A and Party B enter into this Contract by consensus through friendly negotiation according to the Contract Law of the People’s Republic of China, Customs Law of the People’s Republic of China and other relevant national regulations to clarify the rights and obligations of the lessor and the lessee.
Shanghai Free Trade Zones Plant and Warehouse Lease ContractPlant and Warehouse Lease Contract • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Shanghai
Party A and Party B sign this Contract by consensus according to the Contract Law of the People’s Republic of China, the Urban Real Estate Administration Law of the People’s Republic of China and relevant provisions to clarify the relationship of rights and obligations of the lessor and the lessee.
Premise Lease AgreementPremise Lease Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc.
This Agreement is entered into by and between Party A and Party B upon friendly negotiation in a bid to define the rights and obligations of the Lessor and lessee according to the Contract Law of the People’s Republic of China, Regulations for Beijing Economic - Technological Development Area and other relevant state laws and regulations.
Shanghai Waigaoqiao Free Trade Zone Premises and Warehouse Lease Agreement Printed by Shanghai Waigaoqiao Free Trade Zone Management CommitteePremises and Warehouse Lease Agreement • October 4th, 2016 • GDS Holdings LTD • Services-computer programming, data processing, etc. • Shanghai
Party A and Party B sign this Contract by consensus according to the Contract Law of the People’s Republic of China, the Urban Real Estate Administration Law of the People’s Republic of China and relevant provisions to clarify the relationship of rights and obligations of the lessor and the lessee.
