Common use of Note to Draft Clause in Contracts

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated February [●], 2018 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●] (the “Agent”), to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Purchased Shares and any Additional Shares shall be registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Settlement Date or an Option Settlement Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any covenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, as amended and supplemented to relate to the Purchased Shares and the Additional Shares, and each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [●] By: [●] By: Name: Title: Title of Purchased Shares and Additional Shares: CyrusOne Inc. common stock ($0.01 par value). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a bank account specified by the Company in immediately available funds.

Note to Draft. If this certificate is being delivered in connection with Discuss adjustments for dividends based on expected record dates between pricing and expiration of the purchase and over-allotment option. 3. The several Underwriters shall offer the Firm Shares for sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated February [●], 2018 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●] (the “Agent”), to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to public upon the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein Prospectus. 4. The Company will deliver the Firm Shares to the Representative through the facilities of the Depository Trust Company (“DTC”) to the Representative, in each case, for the accounts of the Underwriters, against payment of the Initial Purchase Price therefor in federal (same day) funds by reference, official bank check or checks or wire transfer drawn to the order of the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Purchased Shares on the Settlement Date, at the office of Dechert LLP, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or such other place as mutually may be agreed upon) at 10:00 a.m. (Eastern time) on [·], 2014, or at such other time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 seven full business days after thereafter as the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent Representative and the date on which Company determine, such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Closing Date”). Each Option Settlement .” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not (if later than the tenth business day thereafter, as otherwise applicable settlement date) shall be designated in writing by you. For purposes the settlement date for payment of clarity, funds and delivery of securities for all the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales AgreementFirm Shares. The Purchased certificates for the Firm Shares delivered will be in definitive form, in such denominations and any Additional Shares shall be registered in such names as the Representative requests and will be made available for checking and packaging at the above office of Dechert LLP (or such other place as mutually may be agreed upon) at least 24 hours prior to the Closing Date. Each time for the delivery of and payment for the Option Shares, being herein referred to as an “Option Closing Date,” which may be the Closing Date, shall be determined by the Representative as provided above. The Company will deliver the Option Shares being purchased on each Option Closing Date to the Representative through the facilities of DTC for the accounts of the Underwriters, against payment of the Option Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company at the above office of Dechert LLP (or such other place as mutually may be agreed upon) at 10:00 a.m. (Eastern time) on the applicable Option Closing Date. The certificates for the Option Securities delivered will be in definitive form, in such denominations and registered in such names as the Agent shall request in writing not later than one full business day Representative requests and will be made available for checking and packaging at the above office of Dechert LLP at least 24 hours prior to such Option Closing Date. 5. The Company covenants and agrees with each of the Settlement Date Underwriters as follows: (a) The Company, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act, and will notify the Representative as soon as practicable (and within 24 hours in any case), and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended prospectus shall have been filed, to furnish the Representative with copies thereof, (ii) of the receipt of any comments from the Commission with respect to the Registration Statement or the applicable Option Settlement DateProspectus or any amendment or supplement thereto, as (iii) of any request by the case may beCommission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and (v) of the filing with the Commission of any notice of withdrawal of the Investment Company Act Notification or the failure of the Investment Company Act Notification to remain in full force and effect or the issuance by the Commission of (or the initiation or threatening of proceedings by the Commission with respect to) an order of suspension or revocation of such election under the Investment Company Act. The Purchased Shares Company will promptly effect the filings necessary pursuant to Rule 497 under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any Additional Shares shall be delivered stop order by the Commission and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Company will give the Representative notice of its intention to file or prepare any amendment to the Agent on Registration Statement (including any filing under Rule 462(b) under the Settlement Date Securities Act), or an Option Settlement Dateany amendment, supplement or revision to the Prospectus, will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object. (c) The Company will use its best efforts to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that nothing in this Section 5(c) shall require the Company to qualify as a foreign corporation in any transfer taxes payable jurisdiction in which it is not already so qualified, or to file a general consent to service of process in any jurisdiction, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (d) The Company has furnished or will deliver to the Representative upon request, without charge, signed copies of the Initial Registration Statement as originally filed, any Rule 462(b) Registration Statement and of each amendment to each (including exhibits filed therewith or incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also, upon request by the Representative, deliver to the Representative, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (e) The Company has delivered to each Underwriter, without charge, as many written and electronic copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, prior to 5:00 P.M. on the second business day next succeeding the date of this Agreement and from time to time thereafter during the period when the Prospectus is required to be delivered in connection with the transfer sales of the Shares under the Securities Act or the Exchange Act such number of written and electronic copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Agent duly paidUnderwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, against payment except to the extent permitted by Regulation S-T. (f) The Company will comply with the Securities Act, the Investment Company Act and the Rules and Regulations so as to permit the completion of the Purchase Price therefordistribution of the Shares as contemplated in this Agreement and in the Prospectus. Each If at any time when, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered in connection with sales of the Shares under the Securities Act, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of either such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the Securities Act or the Rules and Regulations, the Company will promptly prepare and file with the Commission, subject to Section 5(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of written and electronic copies of such amendment or supplement as the Underwriters may reasonably request. The Company will provide the Representative with notice of the occurrence of any event during the period specified above that may give rise to the need to amend or supplement the Registration Statement, the Pricing Disclosure Package or the Prospectus as provided in the preceding sentence promptly after the occurrence of such event. (g) The Company will make generally available (within the meaning of Section 11(a) of the Securities Act) to its security holders and to the Representative as soon as practicable, but not later than 60 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, an earnings statement (in form complying with the provisions of Rule 158 under the Sales Agreement not specifically related Securities Act) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement. (h) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds.” (i) The Company will use its best efforts (x) to cause the Shares to be duly authorized for listing on the NASDAQ Global Select Market prior to the solicitation by date the AgentShares are issued and (y) to maintain the listing for quotation of the Common Stock (including the Shares) on the NASDAQ Global Select Market. (j) The Company will maintain a custodian and a transfer agent and, as sales agent if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock. (k) During a period of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part 90 days from the date of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any covenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, as amended and supplemented the Company will not, without the prior written consent of the Representative, (i) offer, pledge, sell, contract to relate sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than the Shares to be sold hereunder. (l) During a period of five years from the effective date of the Registration Statement, the Company will furnish to the Purchased Shares and the Additional SharesRepresentative copies of all reports or other communications (financial or other) furnished to shareholders generally, and each to deliver to the Representative, to the extent such materials are not furnished to or filed with the Commission, (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with any national securities exchange on which any class of securities of the representations Company is listed; and warranties set forth (ii) such additional information concerning the business and financial condition of the Company as the Representative may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company are consolidated in reports furnished to its shareholders generally or to the Sales Agreement shall be deemed Commission). (m) If the Company elects to have been made at and as rely upon Rule 462(b) under the Securities Act, the Company will file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by the earlier of (i) 10:00 p.m. (Eastern time) on the date of this Terms Agreement and (ii) the time that confirmations are given or sent, as specified by Rule 462(b), and at the time of filing either to pay to the Commission the filing fee for the Rule 462(b) Registration Statement or to give irrevocable instructions for the payment of such fee pursuant to Rule 111 under the Securities Act. (n) The Company shall elect to be taxable as a RIC within the meaning of Section 851(a) of the Code commencing with its taxable year ending December 31, 2014 by timely filing its 2014 U.S. federal income tax return as a RIC on Internal Revenue Service Form 1120-RIC, and shall use its best efforts to maintain its status as a RIC within the meaning of Section 851(a) of the Code by timely filing its U.S. federal income tax return as a RIC on Internal Revenue Service Form 1120-RIC in each taxable year thereafter during which it is registered as an investment company under the Investment Company Act and which occurs prior to the five year anniversary of this Agreement. (o) So as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus, the Settlement Date Company, the Advisor and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORKthe Parent will comply with all applicable securities and other applicable laws, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. If the foregoing is in accordance with your understanding of our agreement, please sign rules and return to the Company a counterpart hereof, whereupon this Terms Agreementregulations, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: -▇▇▇▇▇ ▇. Act, and will use their best reasonable efforts to cause the Company’s, the Advisor’s and the Parent’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Title: Executive Vice President Act. (p) If so requested by the Representative, the Company shall cause to be prepared and Chief Financial Officer [Signature Page delivered, at its expense, within one business day from the effective date of this Agreement, to Terms Agreement] Accepted as the Representative an “electronic Prospectus” to be used by the Underwriters in connection with the offering and sale of the date hereof [●] ByShares. As used herein, the term “electronic Prospectus” means a form of the most recent Preliminary Prospectus or the Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: [●] By: Name: Title: Title (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Representative and the other Underwriters to offerees and purchasers of Purchased Shares the Shares, (ii) it shall disclose the same information as such paper Preliminary Prospectus or the Prospectus, as the case may be; and Additional Shares: CyrusOne Inc. common stock ($0.01 par valueiii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow investors to store and have continuously ready access to such Preliminary Prospectus or the Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet generally). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a bank account specified The Company hereby confirms that, if so requested by the Representative, it has included or will include in the Prospectus filed with the Commission an undertaking that, upon receipt of a request by an investor or his or her representative, the Company in immediately available fundsshall transmit or cause to be transmitted promptly, without charge, a paper copy of such paper Preliminary Prospectus or the Prospectus to such investor or representative. 6. The Company covenants and agrees with the several Underwriters that, wheth

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement Agreement. [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated February [●]May 6, 2018 2020 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●] (the “Agent”), to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Agent at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Purchased Shares and any Additional Shares shall be registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Settlement Date or an Option Settlement Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any covenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, as amended and supplemented to relate to the Purchased Shares and the Additional Shares, and each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [●[ ● ] By: [●] By: Name: Title: Title of Purchased Shares and Additional Shares: CyrusOne Inc. common stock ($0.01 par value). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a bank account specified by the Company in immediately available funds.

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement [·], 20[·] [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated February [●]November 19, 2018 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●·] (the “Agent”), to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Purchased Shares and any Additional Shares shall be registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Settlement Date or an Option Settlement Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any covenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, as amended and supplemented to relate to the Purchased Shares and the Additional Shares, and each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. [Signature page follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [●[ · ] By: [●·] By: Name: Title: Title of Purchased Shares and Additional Shares: CyrusOne Inc. common stock ($0.01 par value). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a bank account specified by the Company in immediately available funds.:

Note to Draft. If this certificate is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement Agreement. [NAME OF AGENT·], 2016 [·] [ADDRESS OF AGENTaddress] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated February [●·], 2018 2016 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●·] (the “Agent”), to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●·] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Purchased Shares and any Additional Shares shall be registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Settlement Date or an Option Settlement Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any covenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, as amended and supplemented to relate to the Purchased Shares and the Additional Shares, and each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. [Signature page follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company in accordance with its terms. Very truly yours, CYRUSONE INC. CyrusOne Inc. By: Name: Title: CYRUSONE CyrusOne GP by By: CyrusOne Inc., as the sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE CyrusOne LP by By: CyrusOne GP, as the sole general partner By: CyrusOne Inc., as the sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [●[ · ] By: [●·] By: Name: Title: Title of Purchased Shares and Additional Shares: CyrusOne Inc. common stock ($0.01 par value). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a bank account specified by the Company in immediately available funds.:

Note to Draft. If this certificate Insert the date that is being delivered in connection with the purchase and sale seventh anniversary of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in that certain Sales Agreement, dated February [●], 2018 (“Sales Agreement”), between the Company, CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership and [●] (the “Agent”), to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified in the Schedule I hereto (“Additional Shares”), if and to the extent that the Agent shall have determined to exercise its right to purchase such Additional Shares. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased . (such date and time being herein referred to as the “Option a) If Full Physical Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made applicable with respect to the Company in federal or other funds immediately available in New York City against delivery exercise of such Additional Shares a Warrant, then, for the respective accounts of the several Underwriters at 10:00 each Warrant exercised hereunder (i) prior to 11:00 a.m., New York City time, on the Option Settlement Date or for such Warrant, the Holder shall pay the aggregate Exercise Price (determined as of such Exercise Date) for the number of shares of Common Stock obtainable upon exercise of such Warrant at such time by federal wire or other time immediately available funds payable to the order of the Company to the account maintained by the Warrant Agent and notified to the Holder upon request of the Holder, and (ii) on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Purchased Shares and any Additional Shares shall be registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, as following receipt by the case may be. The Purchased Shares and any Additional Shares Warrant Agent of such Exercise Price, the Company shall cause to be delivered to the Agent Holder the number of shares of Common Stock obtainable upon exercise of each Warrant at such time (the “Full Physical Share Amount”), together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f). (b) If Net Share Settlement is applicable with respect to the exercise of a Warrant, then, for each Warrant exercised hereunder, on the Settlement Date or an Option Settlement for such Warrant, the Company shall cause to be delivered to the Holder a number of shares of Common Stock (which in no event will be less than zero) (the “Net Share Amount”) equal to (i) the number of shares of Common Stock obtainable upon exercise of such Warrant at such time, multiplied by (ii) the Closing Sale Price on the relevant Exercise Date, minus the Exercise Price (determined as of such Exercise Date), divided by (iii) such Closing Sale Price, together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f). The Warrant Agent shall not take any action under this Section unless and until the case Company has provided it with written instructions containing the Net Share Amount. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of the Net Share Amount is accurate or correct. (c) Upon surrender of a Warrant Certificate in conformity with the foregoing provisions and receipt by the Warrant Agent of the Exercise Price therefor or, in the event of Net Share Settlement, upon the election by a Holder for Net Share Settlement, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may bebe directed in writing by the Holder, and shall deliver such evidence of ownership to the Person or Persons entitled to receive the same, together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(f), provided that if the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent, and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon receipt by the Warrant Agent of the Exercise Price therefor or, in the event of Net Share Settlement, upon the election by a Holder for Net Share Settlement, a Holder shall be deemed to own and have all of the rights associated with any transfer taxes payable Underlying Common Stock or other securities or property to which such Holder is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. (d) The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with its performance under this Agreement shall be in the Warrant Agent’s name and that the Warrant Agent may receive investment earnings in connection with the transfer investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. The Warrant Agent shall remit any payments received in connection with the exercise of Warrants to the Company as soon as practicable and in any event within three Business Days by federal wire or other immediately available funds to an account selected by the Company and notified in writing to the Warrant Agent. (e) If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the Shares same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered to the Warrant Agent duly paidby the Company. The Warrant Agent shall promptly countersign, against payment of by either manual or facsimile signature, the Purchase Price therefor. Each of new Warrant Certificate, register it in such name or names as may be directed in writing by the provisions of Holder and deliver the Sales Agreement not specifically related new Warrant Certificate to the solicitation Person or Persons entitled to receive the same. (f) The Company shall not be required to issue any fraction of a share of Common Stock upon exercise of any Warrants; provided, that, if more than one Warrant shall be exercised hereunder at one time by the Agentsame Holder, as sales agent the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the Company, basis of offers to purchase Shares is incorporated herein by reference in its entiretyall Warrants so exercised, and shall be deemed to be part include the aggregation of this Terms Agreement all fractional shares of Common Stock issuable upon exercise of such Warrants. If after giving effect to the aggregation of all shares of Common Stock (and fractions thereof) issuable upon exercise of Warrants by the same extent Holder at one time as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any covenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, as amended and supplemented to relate to the Purchased Shares and the Additional Shares, and each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as previous sentence, any fraction of a share of Common Stock would, except for the date provisions of this Terms AgreementSection 3.4(f), be issuable on the exercise of any Warrant or Warrants, the Settlement Date and any Option Settlement Company shall pay the Holder cash in lieu of such fractional share valued at the Closing Sale Price on the Exercise Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [●] By: [●] By: Name: Title: Title of Purchased Shares and Additional Shares: CyrusOne Inc. common stock ($0.01 par value). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a bank account specified by the Company in immediately available funds.

Note to Draft. If this certificate Insert the date that is being delivered in connection with the purchase and sale of Shares pursuant to a Terms Agreement, each reference to the Sales Agreement will also include such Terms Agreement [NAME OF AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: CyrusOne Inc., a Maryland corporation (the “Company”), proposes, on the basis seventh anniversary of the representations and warranties, date of the Agreement. As provided in the Warrant Agreement and subject to the terms and conditionsconditions therein set forth, stated herein the Warrants shall be exercisable from time to time on any Business Day and ending on the Expiration Date. The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment as provided in the Warrant Agreement. All shares of Common Stock issuable by the Company upon the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable. In order to exercise a Warrant, the registered holder hereof must surrender this Warrant Certificate at the corporate trust office of the Warrant Agent, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with any required payment in full of the Exercise Price (unless the Holder shall have elected Net Share Settlement, as such term is defined in the Warrant Agreement) then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject to the terms and conditions hereof and of the Warrant Agreement. The Company shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Warrants, certificate for shares of Common Stock or other securities underlying the Warrants or payment of cash in each case to any Person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant, and in case of such transfer or payment, the Warrant Agent and the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that certain Sales no such tax or other charge is due. This Warrant Certificate and all rights hereunder are transferable by the registered holder hereof, subject to the terms of the Warrant Agreement, dated February [●]in whole or in part, 2018 (“Sales Agreement”), between on the register of the Company, CyrusOne GPupon surrender of this Warrant Certificate for registration of transfer at the office of the Warrant Agent maintained for such purpose in the City of New York, duly endorsed by, or accompanied by a Maryland statutory trust (written instrument of transfer in form satisfactory to the “General Partner”)Company and the Warrant Agent duly executed by, which is the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of Assignment. Upon any partial transfer, the Company will issue and deliver to such holder a subsidiary new Warrant Certificate or Certificates with respect to any portion not so transferred. No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the holder hereof may be treated by the Company, the Warrant Agent and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes. This Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement. All terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. Copies of the Warrant Agreement are on file at the office of the Company and the sole general partner of CyrusOne LPWarrant Agent and may be obtained by writing to the Company or the Warrant Agent at the following address: [ ]. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Warrant Agent. By: Name and Title: By: Name and Title: Countersigned: Mellon Investor Services LLC, a Maryland limited partnership and subsidiary as Warrant Agent By: Name: Authorized Officer The undersigned irrevocably exercises of the Company Warrants for the purchase of one share (subject to adjustment in accordance with the “Operating Partnership”Warrant Agreement) of common stock, par value $0.01, of General Growth Properties, Inc. for each Warrant represented by the Warrant Certificate and herewith (i) elects for Net Share Settlement of such Warrants by marking X in the space that follows , or (ii) makes payment of $ (such payment being by means permitted by the Warrant Agreement and the within Warrant Certificate), in each case at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Operating Partnership Warrant Agreement therein referred to, and [●] (herewith surrenders this Warrant Certificate and all right, title and interest therein to and directs that the “Agent”), to issue and sell to the Agent as principal for resale the shares of its Common Stock specified in Schedule I hereto (“Purchased Shares”). The Company also proposes to issue and sell to the Agent the additional shares of Common Stock specified deliverable upon the exercise of such Warrants be registered in the Schedule I hereto name and delivered at the address specified below. (“Additional Shares”)Signature of Owner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: * The signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, if without alteration or enlargement or any change whatever, and must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent that Company’s transfer agent. Securities to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the Agent shall have determined within Warrant Certificate to exercise its be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: FOR VALUE RECEIVED the undersigned registered holder of the within Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right of the undersigned under the within Warrant Certificate, with respect to purchase such Additional Shares. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of the Purchased Shares on the Settlement Date, at the time and place and at the purchase price (“Purchase Price”) Warrants set forth in the Schedule I hereto. In addition, the Company agrees to sell to the Agent the Additional Shares, and the Agent shall have the right to purchase up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Agent for any Additional Shares shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Purchased Shares but not payable on such Additional Shares. The Agent may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Agent and the date on which such Additional Shares are to be purchased (such date and time being herein referred to as the “Option Settlement Date”). Each Option Settlement Date must be at least one business day after the written notice is given and may not be earlier than the Settlement Date for the Purchased Shares set forth in Schedule I hereto, nor later than ten business days after the date of such notice. Payment of the Purchase Price for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the Option Settlement Date or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. For purposes of clarity, the parties hereto agree that, unless otherwise mutually agreed by the parties in writing, any Option Settlement Date shall be a Settlement Date requiring compliance with the provisions of Sections 6(m), (n) and (o) of the Sales Agreement. The Purchased Shares and any Additional Shares shall be registered in such names and in such denominations as the Agent shall request in writing not later than one full business day prior to the Settlement Date or the applicable Option Settlement Date, as the case may be. The Purchased Shares and any Additional Shares shall be delivered to the Agent on the Settlement Date or an Option Settlement Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Shares to the Agent duly paid, against payment of the Purchase Price therefor. Each of the provisions of the Sales Agreement not specifically related to the solicitation by the Agent, as sales agent of the Company, of offers to purchase Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein, mutatis mutandis. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sales Agreement. Each reference to the Prospectus (including any covenants or representations and warranties relating thereto) shall be deemed to refer to the Prospectus, as amended and supplemented to relate to the Purchased Shares and the Additional Shares, and each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the Settlement Date and any Option Settlement Date. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, will become a binding agreement between the Agent and the Company in accordance with its terms. Very truly yours, CYRUSONE INC. By: Name: Title: CYRUSONE GP by CyrusOne Inc., as sole trustee By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer CYRUSONE LP by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer [Signature Page to Terms Agreement] Accepted as of the date hereof [●] By: [●] By: Name: Title: Title of Purchased Shares and Additional Shares: CyrusOne Inc. common stock ($0.01 par value). Number of Purchased Shares: [●] Number of Additional Shares: [●] Price to public: [●] Purchase Price: [●] Method of Payment of Purchase Price: By wire transfer to a bank account specified by the Company in immediately available funds.below: