Registration Rights Agreement



 Exhibit 10.2 
  
 REGISTRATION RIGHTS AGREEMENT 
  

THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 27, 2004, is entered into by and among Digital Realty Trust, Inc., a Maryland corporation (the
“Company”), Digital Realty Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), and the unit holders whose names are set forth on the signature pages hereto (each a “Unit Holder” and collectively,
the “Unit Holders”). 
  
 RECITALS 
  
 WHEREAS, in connection with the initial public offering of shares of the
Company’s common stock, par value $.01 per share (the “Common Stock”), the Company, the Operating Partnership and the Unit Holders as the parties which hold ownership interests in certain properties (the “Properties”) will
engage in certain formation transactions (the “Formation Transactions”) whereby the Unit Holders will contribute to the Operating Partnership their interests in the Properties or the Properties themselves; 
  
 WHEREAS, the Unit Holders will receive units of limited partnership interests
(“OP Units”) in the Operating Partnership in exchange for their respective interests in the Properties or the Properties themselves and the Company will be the general partner of the Operating Partnership; 
  
 WHEREAS, pursuant to the Partnership Agreement (as defined below) OP Units
owned by the DLR Persons (as defined below) will be redeemable for cash or exchangeable for shares of Common Stock of the Company upon the terms and subject to the conditions contained therein; and 
  
 WHEREAS, the Unit Holders are willing to contribute their respective
interests in the Properties or the Properties themselves in consideration of receiving, among other things, the registration rights set forth in Article II hereof. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 SECTION 1.1. Definitions. In addition to the definitions set forth above, the following terms, as used herein, have
the following meanings: 
  
 “Affiliate” of any Person
means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. 







 “Agreement” means this Registration Rights Agreement, as it may be amended, supplemented or
restated from time to time. 
  
 “Articles of
Incorporation” means the Amended and Restated Articles of Incorporation of the Company as filed with the Secretary of State of the State of Maryland on October 26, 2004, as the same may be amended, modified or restated from time to time.

  
 “Business Day” means any day except a Saturday,
Sunday or other day on which commercial banks in The City of New York are authorized by law to close. 
  
 “Cambay Holder” means (i) San Francisco Wave eXchange, LLC, a Delaware limited liability company; (ii) Santa Clara Wave eXchange, LLC, a
Delaware limited liability company, (iii) any partner, member or stockholder of entities identified in (i) and (ii); (iv) any Affiliates of any such partner, member or stockholder, and (v) the Immediate Family of any of the foregoing. 
  
 “Commission” means the Securities and Exchange Commission.

  
 “Default Demand Registration” means a Default Demand
Registration as defined in Section 2.2. 
  
 “Demand
Registration” means a Demand Registration as defined in Section 2.2. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
  
 “Exchangeable OP Units” means OP Units which may be redeemable for cash or exchangeable for Common Stock pursuant
to Section 8.6 of the Partnership Agreement (without regard to any limitations on the exercise of such exchange right as a result of the Ownership Limit Provisions). 
  
 “DLR Persons” means (i) any Unit Holder, (ii) any partner, member or stockholder of the Unit Holders, (iii) any
Affiliates of any such partner, member or stockholder, and (iv) the Immediate Family of any of the foregoing. 
  
 “General Partner” means the Company or its successors as general partner of the Operating Partnership. 
  
 “GIP Holder” means (i) Global Innovation Partners, LLC, (ii) any
partner, member or stockholder of Global Innovation Partners, LLC, (iii) any Affiliates of any such partner, member or stockholder, and (iv) the Immediate Family of any of the foregoing. 
  
 “Holder” means any DLR Person who is the record or beneficial owner of any Registrable Security or any assignee or
transferee of such Registrable Security (including assignments or transfers of Registrable Securities to such assignees or transferees as a result of the foreclosure on any loans secured by such Registrable Securities) to the extent (x) permitted
under the Partnership Agreement and (y) such assignee or transferee agrees in writing to be bound by all the provisions hereof, unless such Registrable Security is acquired in a public 
  

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 distribution pursuant to a registration statement under the Securities Act or pursuant to transactions exempt from
registration under the Securities Act where securities sold in such transaction may be resold without subsequent registration under the Securities Act. 
  
 “Immediate Family” of any individual means such individual’s estate and heirs or current spouse, or former spouse, parents, parents-in-law,
children (whether natural or adoptive or by marriage), siblings and grandchildren and any trust or estate, all of the beneficiaries of which consist of such individual or any of the foregoing. 
  
 “Initial Public Offering” means the offering of the Company’s
Common Stock pursuant to the Form S-11 Registration Statement (No. 333-117865) filed by the Company with the Commission under the Securities Act. 
  
 “Major Holder Demand Registration” means a Major Holder Demand Registration as defined in Section 2.2. 
  
 “Market Value” means, with respect to the Common Stock, the average
of the daily market price for the ten (10) consecutive trading days immediately preceding the date of a written request for registration pursuant to Section 2.2(a). The market price for each such trading day shall be: (i) if the Common Stock is
listed or admitted to trading on any securities exchange or the NASDAQ-National Market System, the closing price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day, in
either case as reported in the principal consolidated transaction reporting system, (ii) if the Common Stock is not listed or admitted to trading on any securities exchange or the NASDAQ-National Market System, the last reported sale price on such
day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the Company, or (iii) if the Common Stock is not listed or admitted to trading on any
securities exchange or the NASDAQ-National Market System and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation
source designated by the Company, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than (10) days prior to the date in question) for which
prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the Market Value of the Common Stock shall be determined by the Board of Directors of the
Company acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. 
  
 “Ownership Limit Provisions” mean the various provisions of the Company’s Articles of Incorporation set forth in ARTICLE VI thereof
restricting the ownership of Common Stock by Persons to specified percentages of the outstanding Common Stock. 
  
 “Partnership Agreement” means the amended and restated agreement of limited partnership of the Operating Partnership dated as of October 27,
2004, as the same may be amended, modified or restated from time to time. 
  

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 “Person” means an individual or a corporation, partnership, limited liability company,
association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 
  
 “Piggy-Back Registration” means a Piggy-Back Registration as defined in Section 2.3. 
  
 “Registrable Securities” means shares of Common Stock of the
Company at any time owned, either of record or beneficially, by any DLR Person and issued upon exchange of Exchangeable OP Units received in the Formation Transactions (including, without limitation, shares of Common Stock issuable upon exchange of
Exchangeable OP Units) and any additional Common Stock issued as a dividend, distribution or exchange for, or in respect of such shares until (i) a registration statement covering such shares has been declared effective by the Commission and such
shares have been disposed of pursuant to such effective registration statement, (ii) such shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act
are met or under which such shares may be sold pursuant to Rule 144(k), (iii) such shares held by such Person may be sold pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations
contained in Rule 144(e)(1)(i) under the Securities Act, or (iv) such shares have been otherwise transferred in a transaction that would constitute a sale thereof under the Securities Act, the Company has delivered a new certificate or other
evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may be resold without subsequent registration under the Securities Act. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 
  
 “Selling Holder” means a Holder who is
selling Registrable Securities pursuant to a registration statement under the Securities Act. 
  
 “Shelf Registration Statement” means a Shelf Registration statement as defined in Section 2.1. 
  
 “Underwriter” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s
market-making activities. 
  
 ARTICLE II 
 REGISTRATION RIGHTS 
  
 SECTION 2.1. Shelf Registration. Not later than the date which is fourteen (14) months after the consummation date of the Initial Public Offering,
the Company shall prepare and file a “shelf” registration statement with respect to shares of Common Stock issuable upon the exchange of Exchangeable OP Units on an appropriate form for the offering and subsequent resale thereof, to be
made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective on or as
soon as practicable thereafter, and to keep such Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Shelf Registration Statement are no longer Registrable Securities. 
  

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 SECTION 2.2. Demand Registration. 
  
 (a) Request for Registration. Commencing on or after the date which is sixteen (16) months after the consummation
date of the Initial Public Offering, the Cambay Holders and the GIP Holders may each make one written request (to be executed by Holders owning a majority of the Registrable Securities of the Cambay Holders or GIP Holders, as the case may be) for
registration under the Securities Act of all or part of its or their Registrable Securities (a “Major Holder Demand Registration”); provided, however, that the right to request a Major Holder Demand Registration shall lapse
as to such group of Holders if the Cambay Holders or the GIP Holders, as the case may be, cease to own Registrable Securities in an amount in excess of 7.5% of the Common Stock of the Company, calculated in accordance with the methodology for
calculating the percentage ownership of a Person for purposes of the Ownership Limit pursuant to Article VI of the Company’s Articles of Incorporation. In addition, in the event that the Company fails to file, or if filed fails to maintain the
effectiveness of, a Shelf Registration Statement, Holders of Registrable Securities may make a written request for registration under the Securities Act of all or part of its or their Registrable Securities (a “Default Demand
Registration,” and together with a Major Holder Demand Registration, a “Demand Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation
to effect a Default Demand Registration; and provided, further, that the number of shares of Registrable Securities proposed to be sold by the Holders making such written request for a Default Demand Registration shall have a Market Value of
at least $10 million on the date of such demand. The Company shall not be obligated to effect more than one Demand Registration in any twelve-month period. Subject to the foregoing, the number of Default Demand Registrations which may be made
pursuant to this Section 2.2 shall be unlimited. Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within ten (10)
days after receipt of such request, the Company will give written notice of such registration request to all other Holders of the Registrable Securities and include in such registration all such Registrable Securities with respect to which the
Company has received written requests for inclusion therein within twenty (20) Business Days after the receipt by the applicable Holder of the Company’s notice. Each such request will also specify the number of shares of Registrable Securities
to be registered and the intended method of disposition thereof. Unless the Holder or Holders of a majority of the Registrable Securities to be registered in such Demand Registration shall consent in writing, no other party, including the Company
(but excluding another Holder of a Registrable Security), shall be permitted to offer securities under any such Demand Registration. 
  
 (b) Effective Registration. A registration will not count as a Demand Registration until it has become effective. 
  
 (c) Selling Holders Become Party to Agreement. Each Holder
acknowledges that by asserting or participating in its registration rights pursuant to this Article II, he, she or it may become a Selling Holder and thereby will be deemed a party to this Agreement and will be bound by each of its terms.

  

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 (d) Underwritten Demand Registrations. If the Holders of a majority of shares of the Registrable
Securities to be registered in a Demand Registration so elect by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company shall
select the book-running managing Underwriter in connection with any such Demand Registration; provided that such managing Underwriter must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities
participating in the Demand Registration. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory
to a majority of the Holders making such Demand Registration. In the case of a Default Demand Registration, to the extent 10% or more of the Registrable Securities so requested to be registered are excluded from the offering in accordance with
Section 2.4, the Holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section in such twelve-month period with respect to such Registrable Securities. 
  
 SECTION 2.3. Piggy-Back Registration. If the Company proposes to file
a registration statement under the Securities Act with respect to an underwritten equity offering of Common Stock by the Company for its own account or for the account of any of its respective securityholders (other than (i) any registration
statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.6 of the Partnership Agreement, (ii) any registration
statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection
with an exchange offer or offering of securities solely to the Company’s existing securityholders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no
event less than ten (10) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back
Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then (other than with respect to Registrable Securities held by Global Innovation Partners, LLC) the Company shall have no
obligation to effect a Piggy-Back Registration. The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be
included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. 
  
 SECTION 2.4. Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described
in Section 2.2 or 2.3 advise the Company and the Holders of the Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and such other persons intend to make or (ii) in the case of a
Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by
inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s determination, (x) in the case of a Major Holder Demand Registration, the 
  

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 amount of securities to be offered for the accounts of Holders (other than the Cambay Holders, if the Cambay Holders have
requested such Major Demand Registration, or the GIP Holders, if the GIP Holders have requested such Major Demand Registration) shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to
reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters, and (y) in the event of a Default Demand Registration or a Piggy-Back Registration, the amount of
securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to
the amount recommended by such managing Underwriter or Underwriters; provided that, in the case of a Piggy-Back Registration, if securities of a different class are being offered for the account of other persons or entities as well as the
Company, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of-such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the
amount of such class of securities intended to be offered by such other persons or entities is reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter’s determination, (x) the Registrable Securities to
be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially
eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. 
  
 SECTION 2.5. Registration Procedures; Filings; Information. In
connection with any Shelf Registration Statement under Section 2.1 or whenever Holders request that any Registrable Securities be registered pursuant to Section 2.2 hereof, the Company will use its commercially reasonable efforts to effect the
registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request: 
  
 (a) The Company will as expeditiously as possible prepare and file with the Commission a registration statement on any form
for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of
distribution thereof, and use its commercially reasonable efforts to cause such filed registration statement to become and remain effective (i) in the case of a Shelf Registration, for the period described in Section 2.1 and (ii) in the case of a
Demand Registration, for a period of not less than 270 days; provided that if the Company shall furnish to the Holders making a request pursuant to Section 2.2 a certificate signed by either its Chairman or Chief Executive Officer stating
that in his or her good faith judgment it would be significantly disadvantageous to the Company or its shareholders for such a registration statement to be filed as expeditiously as possible, the Company shall have a period of not more than 120 days
within which to file such registration statement measured from the date of receipt of the request in accordance with Section 2.2. 
  
 (b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each
Selling Holder 
  

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 and each Underwriter, if any, of the Registrable Securities covered by such registration statement copies of such
registration statement as proposed to be filed, and thereafter furnish to such Selling Holder and Underwriter, if any, such number of conformed copies of such registration statement, each amendment and supplement thereto (and upon request, all
exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or Underwriter may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder. 
  
 (c) After the filing of the registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by such
registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. 
  
 (d) The Company will use its commercially reasonable efforts to (i) register
or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions in the United States (where an exemption does not apply) as any Selling Holder or managing Underwriter or Underwriters, if any, reasonably (in
light of such Selling Holder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder;
provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction
or (C) consent to general service of process in any such jurisdiction. 
  
 (e) The Company will immediately notify each Selling Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly make available to each Selling Holder any such supplement or amendment. 
  
 (f) The Company will enter into customary agreements (including an
underwriting agreement, if any, in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. 
  
 (g) The Company will make available for inspection by any Selling Holder of
such Registrable Securities, if such Selling Stockholder has a due diligence defense under the Securities Act, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any such Selling Holder or Underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as

  

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 shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be
used by it as the basis for any market transactions in the securities of the company or its Affiliates unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will,
upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

  
 (h) The Company will furnish to each Selling Holder, if it
has a due diligence defense under the Securities Act, and to each Underwriter, if any, a signed counterpart, addressed to such Selling Holder or Underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) if eligible under SAS 72,
a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a
majority of the Registrable Securities included in such offering or the managing Underwriter or Underwriters therefor reasonably requests. 
  
 (i) The Company will otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make
available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission). 
  
 (j) The Company will use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then listed. 
  
 The Company may require each Selling Holder of Registrable Securities to promptly furnish in writing to the Company such information regarding such selling Holder, the Registrable Securities held by it and the
intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. 
  
 Each Selling Holder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 2.5(e) hereof, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such
Selling Holder’s receipt of 
  

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 the copies of the supplemented or amended prospectus contemplated by Section 2.5(e) hereof, and, if so directed by the
Company, such Selling Holder will deliver to the Company all copies, other than permanent file copies then in such Selling Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such
notice. Each Selling Holder of Registrable Securities agrees that it will immediately notify the Company at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act
of the happening of an event as a result of which information previously furnished by such Selling Holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. In the event the Company shall give such notice, the Company shall extend the period during which such
registration statement shall be maintained effective (including the period referred to in Section 2.5(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.5(e) hereof to the
date when the Company shall make available to the Selling Holders of Registrable Securities covered by such registration statement a prospectus supplemented or amended to conform with the requirements of Section 2.5(e) hereof. 
  
 SECTION 2.6. Registration Expenses. In connection with any
registration statement required to be filed hereunder, the Company shall pay the following registration expenses incurred in connection with the registration hereunder (the “Registration Expenses”): (i) all registration and filing fees,
(ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing expenses, (iv) internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities, (vi) reasonable fees and
disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent
certified public accountants of a comfort letter or comfort letters requested pursuant to Section 2.5(h) hereof), (vii) the reasonable fees and disbursement of one counsel for all the Holders and (viii) the reasonable fees and expenses of any
special experts retained by the Company in connection with such registration. The Company shall have no obligation to pay any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities or any transfer taxes
relating to the registration or sale of the Registrable Securities. 
  
 SECTION 2.7. Indemnification by the Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Securities, its officers, directors and agents, and each Person, if any, who controls such Selling
Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such 
  

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 untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the
Company by such Selling Holder or on such Selling Holder’s behalf expressly for inclusion therein. The Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls
such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 2.7, provided that the
foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter of the Registrable Securities from whom the person asserting any such losses, claims, damages or liabilities purchased the Registrable
Securities which are the subject thereof if such person did not receive a copy of the prospectus (or the prospectus as supplemented) at or prior to the confirmation of the sale of such Registrable Securities to such person in any case where such
delivery is required by the Securities Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the prospectus (or the prospectus as supplemented). 
  
 SECTION 2.8. Indemnification by Holders of Registrable Securities.
Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling
Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought
against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the
Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable
Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the
Company provided in this Section 2.8. Notwithstanding the foregoing, in no event will the liability of a GIP Holder under this Section 2.8 or Section 2.10 or otherwise hereunder exceed the net proceeds received by such Selling Holder. 
  
 SECTION 2.9. Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.7 or 2.8, such person (an “Indemnified Party”) shall promptly notify the
person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i)
the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying

  

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 Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm
shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.7 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case
of Persons indemnified pursuant to Section 2.8, the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with
such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this
paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 Business Days after receipt by such Indemnifying Party of
the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of with any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding. 
  
 SECTION 2.10. Contribution. If the indemnification provided for in Section 2.7 or 2.8 hereof is unavailable to an Indemnified Party or insufficient
in respect of any losses, claims, damages or liabilities referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of
such losses, claims, damages or liabilities (i) as between the Company and the Selling Holders on the one hand and the Underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and the
Selling Holders on the one hand and the Underwriters on the other from the offering of the securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of the Company and the Selling Holders on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations and (ii) between the Company on the one hand and each Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each Selling Holder in connection with such
statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Holders on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and the Selling Holders bear to the total

  

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 underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover
page of the prospectus. The relative fault of the Company and the Selling Holders on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Holders or by the Underwriters. The relative fault of the Company on the one hand and of each Selling Holder on
the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
  
 The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 2.10 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.10, no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission, and no Selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the securities of such Selling Holder were offered to the public
exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Selling Holder’s obligations to contribute pursuant to this Section 2.10 are several in
proportion to the proceeds of the offering received by such Selling Holder bears to the total proceeds of the offering received by all the Selling Holders and not joint. For the avoidance of doubt, this Section 2.10 applies in the case of a shelf
registration and an underwritten offering. 
  
 SECTION 2.11.
Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements and these registration rights provided for in this Article II. 
  
 SECTION 2.12. Rule 144. The Company covenants that it will timely file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will 
  

 13 








 take such further action as any Holder may reasonably request, all to the extent required from time to time to enable
Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 
  
 SECTION 2.13. Holdback Agreements. 
  
 (a) Restrictions on Public Sale by Holder of Registrable Securities.
To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any
securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such
registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing Underwriter or
Underwriters and consented to by the Company, which consent may be given or withheld in the Company’s sole and absolute discretion, in the case of an underwritten public offering (such agreement to be in the form of lock-up agreement provided
by the managing Underwriter or Underwriters). 
  
 (b)
Restrictions on Public Sale by the Company and Others. The Company agrees that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a
provision under which holders of such securities agree not to effect any sale or distribution of any securities similar to those being registered in accordance with Section 2.2 or Section 2.3 hereof, or any securities convertible into or
exchangeable or exercisable for such securities, during the 14 days prior to, and during the 90-day period beginning on, the effective date of any registration statement (except as part of such registration statement where the Holders of a majority
of the Registrable Securities to be included in such registration statement consent or as part of registration statements filed as set forth in Section 2.3(i) or (iii)), if and to the extent requested in writing by the Company in the case of a
non-underwritten public offering or if and to the extent requested in writing by the managing Underwriter or Underwriters and consented to by the Company, which consent may be given or withheld in the Company’s sole and absolute discretion, in
the case of an underwritten public offering (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters), in each case including a sale pursuant to Rule 144 under the Securities Act (except as part of
any such registration, if permitted); provided, however, that the provisions of this paragraph (b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities. 
  
 (c) If the Company determines in its good faith judgment that the filing of
the Shelf Registration Statement under Section 2.1 or a Demand Registration under Section 2.2 hereof or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for
preserving as confidential or 
  

 14 








 the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the
Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the
Shelf Registration Statement or a Demand Registration or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement or a Demand Registration shall be
suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 2.13(c) is no longer necessary and (ii) 40 days. The Company agrees to give
such notice as promptly as practicable following the date that such suspension of rights is no longer necessary. The Company may not utilize this suspension right more than three times in any twelve (12) month period. 
  
 (d) If all reports required to be filed by the Company pursuant to the
Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the
Act, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or a Demand Registration or to require the Company to take
action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement or a Demand Registration shall be suspended until the earlier of (i) the date on which the Company has filed such reports or
obtained and filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration Statement, and (ii) 30 days, and the Company shall notify the
Holders as promptly as practicable when such suspension is no longer required. The Company may not utilize this suspension right more than three times in any twelve (12)-month period. 
  
 ARTICLE III 
 MISCELLANEOUS 
  
 SECTION 3.1. New York Stock Exchange
Listing. In the event that the Company shall issue any Common Stock in exchange for OP Units pursuant to Section 8.6 of the Partnership Agreement, then in any such case the Company agrees to cause any such shares of Common Stock to be listed on
the New York Stock Exchange prior to or concurrently with the issuance thereof by the Company. 
  
 SECTION 3.2. Remedies. In addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, the DLR Persons shall be entitled to specific performance of the
rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate. Notwithstanding the foregoing, specific performance shall not be available with respect to the rights and obligations of the parties pursuant to Section 2.13(a) and (b). 
  

 15 








 SECTION 3.3. Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, in each case without the written consent of the Company and the Holders of a majority of the Registrable
Securities. No failure or delay by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon any breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition. 
  
 SECTION 3.4. Notices. All notices and other communications in connection with this Agreement shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery:

  
 (1) if to any DLR Person, initially c/o the Operating
Partnership initially at 2730 Sand Hill Road, Suite 280, Menlo Park, California 94025 (Attention: Chief Executive Officer), or to such other address and to such other Persons as any DLR Person may hereafter specify in writing; and 
  
 (2) if to the Company, initially at 2730 Sand Hill Road, Suite 280, Menlo
Park, California 94025 (Attention: Chief Executive Officer), or to such other address as the Company may hereafter specify in writing. 
  
 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; when received if
deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery. 
  
 SECTION 3.5. Successors and Assigns. Except as expressly provided in
this Agreement the rights and obligations of the DLR Persons under this Agreement shall not be assignable by any DLR Person to any Person that is not a DLR Person. This Agreement shall be binding upon the parties hereto and their respective
successors and assigns. 
  
 SECTION 3.6. Counterparts. This
Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Each party shall become bound by this Agreement immediately upon affixing its signature hereto. 
  
 SECTION 3.7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California
without regard to the choice of law provisions thereof. 
  
 SECTION 3.8. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 
  

 16 








 SECTION 3.9. Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect
to such subject matter. 
  
 SECTION 3.10. Headings. The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 SECTION 3.11. No Third Party Beneficiaries. Nothing express or implied herein is intended or shall be construed to confer upon any person or
entity, other than the parties hereto and their respective successors and assigns and all Indemnified Parties, any rights, remedies or other benefits under or by reason of this Agreement. 
  
 [Signature Pages Follow] 
  

 17 








 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

  

					
	COMPANY
	
	DIGITAL REALTY TRUST, INC.
	a Maryland corporation
		
	By:	 	 /s/ Michael F. Foust


	Name:	 	Michael F. Foust
	Title:	 	Chief Executive Officer
	
	OPERATING PARTNERSHIP
	
	DIGITAL REALTY TRUST, L.P.,
	a Maryland limited partnership
		
	By:	 	Digital Realty Trust, Inc.
	 	 	General Partner
			
	 	 	By:	 	 /s/ Michael F. Foust


	 	 	Name:	 	Michael F. Foust
	 	 	Title:	 	Chief Executive Officer
	
	UNIT HOLDERS
	
	Global Innovation Partners, LLC,
	a Delaware limited liability company
		
	By:	 	Global Innovation Manager, LLC,
	 	 	its Manager
			
	 	 	By:	 	 A. William Stein


	 	 	Name:	 	A. William Stein
	 	 	Title:	 	Authorized Signatory


  
 S-1 

Signature Page to Registration Rights Agreement 








							
	UNIT HOLDERS
	
	San Francisco Wave eXchange, LLC,
	a Delaware limited liability company
		
	By:	  	200 Paul Wave Exchange, LLC
	 	  	a Delaware limited liability company
	Its:	  	Member
			
	 	  	By:	  	Cambay Tele.com, LLC,
	 	  	 	  	a Delaware limited liability company
	 	  	Its:	  	Member
				
	 	  	 	  	By:	 	The Cambay Group, Inc.,
	 	  	 	  	 	 	a California corporation
	 	  	 	  	Its:	 	Member
				
	 	  	 	  	By:	 	 /s/ John O. Wilson


	 	  	 	  	Name:	 	John O. Wilson
	 	  	 	  	Title:	 	Vice President and Secretary
	
	Santa Clara Wave eXchange, LLC,
	a Delaware limited liability company
		
	By:	  	Wave Exchange, LLC,
	 	  	a Delaware limited liability company
	Its:	  	Member
			
	 	  	By:	  	Wave Exchange, Inc.,
	 	  	 	  	a California corporation
	 	  	Its:	  	Member
				
	 	  	 	  	By:	 	 /s/ William C. Scott, Jr.


	 	  	 	  	Name:	 	William C. Scott, Jr.
	 	  	 	  	Title:	 	Chief Financial Officer


  
 S-2 

Signature Page to Registration Rights Agreement 








					
	UNIT HOLDERS
	
	Pacific Bryan Partners, L.P.,
	a Texas limited partnership
		
	By:	 	Bryan Partners, LLC
	 	 	a Texas limited liability company
	Its:	 	General Partner
			
	 	 	By:	 	 /s/ A. Ghassemieh


	 	 	Name:	 	A. Ghassemieh
	 	 	Title:	 	Manager


  
 S-3 

Signature Page to Registration Rights Agreement