AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement September 29, 2020Deposit Agreement • April 22nd, 2021 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • New York
DEPOSIT AGREEMENT dated as of September 29, 2020 among CHINDATA GROUP HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
AGREEMENT AND PLAN OF MERGER Among CHINDATA GROUP HOLDINGS LIMITED BCPE CHIVALRY BIDCO LIMITED and BCPE CHIVALRY MERGER SUB LIMITED Dated as of August 11, 2023Agreement and Plan of Merger • August 11th, 2023 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • New York
This AGREEMENT AND PLAN OF MERGER, dated as of August 11, 2023 (this “Agreement”), is entered into by and among Chindata Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), BCPE Chivalry Bidco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and BCPE Chivalry Merger Sub Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”). All capitalized terms that are used in this Agreement have the respective meanings given to them in Section 9.5 or elsewhere in this Agreement.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 8th, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Chindata Group Holdings Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable, and is effective as of the Effective Date (as defined below).
SUPPORT AGREEMENTSupport Agreement • August 28th, 2023 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2023, by and among BCPE Chivalry Topco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Topco”), BCPE Chivalry Bidco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and Keppel Funds Investment Pte. Ltd. (the “Investor”). Topco, Parent and the Investor shall be referred to hereinafter collectively as the “Parties” and each a “Party.” Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on September 8, 2020 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American depositary shares (“ADS”) representing Class A ordinary shares of par value US$0.00001 per share, (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • September 8th, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
This Employment Agreement (the “Agreement”), is entered into as of by and between Chindata Group Holdings Limited, a Cayman Islands company (the “Company”), and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
LIMITED GUARANTYLimited Guaranty • August 28th, 2023 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • New York
This Limited Guaranty, dated as of August 11, 2023 (this “Limited Guaranty”), is made by Keppel Funds Investment Pte. Ltd. (the “Guarantor”), in favor of Chindata Group Holdings Limited, an exempted company incorporated under the laws of the Cayman Island (the “Company” or the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof, by and among BCPE Chivalry Bidco Limited, a Cayman Islands exempted company with limited liability (“Parent”), BCPE Chivalry Merger Sub Limited, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub”) and the Guaranteed Party (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on September 8, 2020 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American depositary shares (“ADS”) representing Class A ordinary shares of par value US$0.00001 per share, (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
POWER OF ATTORNEYPower of Attorney • July 6th, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc.
WFOE, the Individual Shareholders and the Domestic Company are hereinafter collectively referred to as the “Parties” and individually, as a “Party”.
EXCLUSIVE BUSINESS COOPERATION AGREEMENTExclusive Business Cooperation Agreement • September 8th, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc.
This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into by and between the following parties on :
ContractChindata Group Holdings LTD • August 17th, 2020 • Services-computer programming, data processing, etc.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE THEY BOTH ARE NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].
PROXY AGREEMENT September 22, 2020Proxy Agreement • September 23rd, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc.
This PROXY AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and between (i) BCPE Stack ESOP Holdco Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and (ii) Abiding Joy Limited, a BVI business company incorporated under the laws of British Virgin Islands (“Abiding Joy”).
ContractChindata Group Holdings LTD • September 8th, 2020 • Services-computer programming, data processing, etc.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE THEY BOTH ARE NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].
PURCHASE OPTION AGREEMENTPurchase Option Agreement • September 8th, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc.
WFOE, the Individual Shareholders and the Domestic Company are hereinafter collectively referred to as the “Parties” and individually, as a “Party”.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • July 6th, 2020 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc.
The Pledgee, the Pledgors and the Domestic Company are hereinafter collectively referred to as the “Parties” and individually, as a “Party”.
CHINDATA GROUP HOLDINGS LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2021 • Chindata Group Holdings LTD • Services-computer programming, data processing, etc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 24, 2020, by and among Chindata Group Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability and company number 346326 (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” and each Person who executes a Joinder (which Joinder is countersigned by the Company) as an “Investor” in accordance with the terms of this Agreement (collectively, the “Investors”) and each Executive who may execute a Joinder (which Joinder is countersigned by the Company) as an “Executive” in accordance with the terms of this Agreement (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
