0001193125-11-088222 Sample Contracts

FORM OF EMPLOYMENT AGREEMENT
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”).

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Equipment and Cabinet Lease Agreement
Equipment 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:

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”):

Broadband Internet (Chinanet) Access Agreement
Broadband Internet Access Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • 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 Agreement
Asset Transfer Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.
Premise Lease Agreement
Premise 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.

Confirmation Letter
Confirmation Letter • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.
Share Transfer Agreement Among Beijing 21Vianet Broad Band Data Center Co., Ltd. Ran Cheng Fahua Xue Chenghua Hong Beijing Shidai Tonglian Technology Co., Ltd. Beijing Chengyi Shidai Network Technology Co., Ltd. And Zhibo Xintong (Beijing) Network...
Share Transfer Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

Beijing 21Vianet Broad Band Data Center Co., Ltd., a limited liability company duly incorporated and validly existing according to laws of the People’s Republic of China (the “P.R.C.”) and (Business License No.: 110105009411300) (“21Vianet”)

Service Agreement of Beijing aBitCool Network Technology Co., Ltd.
Service Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

The first service period is years (the first full year is from the charging start date to the date before the same date of the charging start date in the following year, the second full year is from the following day of the expiration date of the first full year to the date before the same date in the following year, and so on). At the expiration of each service period, unless this Agreement has expired or been terminated or either party to this Agreement has terminated all the services hereunder by giving written notice to the other party 15 days in advance, the service period shall extend for one year automatically and the times of extension is unlimited.

Loan Agreement
Loan Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

For the purpose of clarifying the respective rights and obligations of the Lender and the Borrowers, and upon friendly consultation, the Parties agree as follows:

EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENT
Exclusive Technical Consulting and Services Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

This Exclusive Technical Consulting and Services Agreement (the “Agreement”) is entered into as of December 19, 2006 by and between the following parties:

Joinder
Registration Rights Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

The undersigned, Cisco Systems International, B.V., with its notice address at c/o State Street Corporation, One Enterprise Drive, W3A, North Quincy, MA 02171 (Attn: Tim Fleming) (with a copy to Cisco Systems, Inc. at 170 West Tasman Drive, San Jose, CA 95134-1706 Attn: Connie Chen), hereby joins in the execution of that certain Amended and Restated Registration Rights Agreement dated as of January 14, 2011 (the “Agreement”). By executing this joinder, the undersigned hereby agrees that it is a “Preferred Shareholder” thereunder with the same force and effect as if originally named therein as a Preferred Shareholder. Each reference to a Preferred Shareholder in the Agreement shall be deemed to include the undersigned.

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York

DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 20 , by and between 21Vianet Group, Inc., a Cayman Islands company (the “Company”) and (the “Director”) The Director shall be referred to herein as the “Indemnitee.”

ENGERGY AND TECHNOLOGY SERVICES AGREEMENT
Energy and Technology Services Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

The Parties agree as follows in connection with the provision of Internet data center smart energy technology services to Party A from Party B through friendly negotiations and based on the principles of mutual benefit and long-term cooperation.

Premise Lease Contract
Premise Lease Contract • 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 “Agreement”) regarding the lease of the Lessor’s self-owned premise (the “Leased Premise”) on the basis of equality and mutual benefits.

Share Pledge Agreement
Share Pledge Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

For the following issues, the above Parties, through equal and voluntary discussions, have reached an agreement and hereby agree to enter into this Agreement to be abided by the Parties.

OPTIONAL SHARE PURCHASE AGREEMENT
Optional Share Purchase Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

As used in this Agreement, each of the PRC Subsidiary, the ISP Entities and the Shareholders is referred to as a “party” individually and the “parties” collectively.

21VIANET GROUP, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc. • New York

WHEREAS, the Preferred Shareholders, the Company and certain other existing shareholders of the Company are parties to the Registration Rights Agreement, dated October 31, 2010 (the “Prior Agreement”), which governs the registration rights of the Preferred Shareholders to cause the Company to register Ordinary Shares issued or issuable to them and certain other matters as set forth therein in the event that the Company shall determine a Qualified IPO shall occur in the U.S.

Sale and Purchase Agreement
Sale and Purchase Agreement • April 4th, 2011 • 21 Vianet Group, Inc. • Services-computer programming, data processing, etc.

Based on the principal of mutual benefit and long-term cooperation and on the basis of equality and friendly negotiation, with regard to the sale of cabinets and supplemental infrastructure and equipments, Party A and Party B hereby agree to the following:

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