Exhibit 4.1


 


Date: February 20, 2022


 


To:         GDS Holdings Limited


F4/F5, Building C, Sunland International


No. 999 Zhouhai Road


Pudong, Shanghai 200137


People’s Republic of China


Attention: Daniel Newman, Chief Financial Officer


 


Ladies and gentlemen,


 


Subject: Amendment No. 2 to Investor Rights Agreement


 


		1.	We refer to the Investor Rights Agreement dated as of June 26, 2020, as amended by the letter agreement
dated August 4, 2020, each between GDS Holdings Limited and STT GDC Pte. Ltd., (collectively, the “Investor Rights Agreement”).
Unless defined herein, capitalized terms used in this second letter agreement (this “Second Letter Agreement”) shall
have the same meaning as in the Investor Rights Agreement. In the event of any conflict between the terms of this Second Letter Agreement
and the Investor Rights Agreement, the terms of this Second Letter Agreement govern. References to “this Agreement”
refer to the Investor Rights Agreement as amended by this Second Letter Agreement.



 


		2.	The parties hereto agree to amend the Investor Rights Agreement as follows:



 


		a.	Section 1.1 of the Investor Rights Agreement shall be amended to add the following definitions:



 


“CEO” means the
chief executive officer of the Company;


 


“Claim Notice” has
the meaning as defined in Section 4.12(c); 


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended; 


 


“Form S-3/F-3” has
the meaning as defined in Section 4.7(a)(iii); 


 


“Group Company”
means the Company or a Subsidiary, and “Group Companies” means all of them;


 


“Holder” means (i)
any Holder as defined in the Members Agreement, and (ii) the Investor; 


 


“Recapitalization”
means any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in
relation to the shares of the Company; 


 


“Registrable Securities”
means (i) any Ordinary Shares owned or hereafter acquired by Investor; (ii) Ordinary Shares of the Company issued as (or issuable upon
the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, any of the foregoing; (iii) Ordinary Shares issued or issuable in respect of the Ordinary Shares
described in (i) or (ii) above upon any Recapitalization or otherwise issued or issuable with respect to such Ordinary Shares; (iv) any
depositary receipts issued by an institutional depositary upon deposit of any of the foregoing; and (v) Registrable Securities as defined
in the Members Agreement. Notwithstanding the foregoing, “Registrable Securities” shall not include any Registrable
Securities sold by a Person in a transaction in which rights under Sections 4.7 to 4.16 are not assigned in accordance with this Agreement
or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144, or in a registered offering, or otherwise;


 






     


     


    

 


“register,” “registered”
and “registration” refers to (i) a registration effected by preparing and filing a registration statement in compliance
with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement, or (ii) in the context of
a public offering in a jurisdiction other than the United States, a registration, qualification or filing under the applicable securities
laws of such other jurisdiction;


 


“Registration Expenses”
means all expenses incurred by the Company in complying with Sections 4.7, 4.8 and 4.9 hereof, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses,
the expense of any special audits incident to or required by any such registration and the reasonable fees and disbursements of one counsel
for all Shareholders, and any fee charged by any depositary bank;


 


“Restricted Securities”
means the securities of the Company required to bear the legend set forth in Section 5.1 hereof;


 


“Rule 144” means
Rule 144 promulgated under the Securities Act; 


 


“Rule 145” has the
meaning as defined in Section 4.7(a)(i);


 


“Selling Expenses”
means all underwriting discounts and selling commissions; and 


 


“Violation” has
the meaning as defined in Section 4.12(a).”


 


		b.	Section 4.1 of the Investor Rights Agreement shall be deleted in its entirety and replaced with the following:



 


“Section 4.1          General. To the extent permissible
by applicable laws and regulations (including rules and/or guidance of relevant securities regulatory authorities and stock exchanges),
at any time on or before June 25, 2023, in the event the Company proposes to undertake any allotment and issuance of New Securities (as
defined below), the Company hereby undertakes to Investor that it shall not undertake such allotment and issuance of New Securities unless
it first delivers to Investor a Participation Notice and complies with the provisions set forth in this Section 4.”


 


		c.	Section 4.7 of the Investor Rights Agreement shall be deleted in its entirety and replaced with the following:



 


“Section 4.7           Demand Registration.


 


		(a)	Request by Investor. If the Company shall receive a written request from Investor that the Company
effect a registration, qualification or compliance with respect to the Registrable Securities pursuant to this Section 4.7, then the Company
shall use its best efforts to effect, within ten (10) Business Days of the receipt of such written request, such registration, qualification
or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate
compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may
be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are
specified in such request, subject only to the limitations of this Section 4.7; provided that the Company shall not be obligated to effect
any such registration:



 


		(i)	During the period starting with the date sixty (60) days prior to the Company’s estimated date
of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining
to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities
Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing
in good faith commercially reasonable efforts to cause such registration statement to become effective;



 


		(ii)	After the Company has effected two (2) such registrations pursuant to this Section 4.7, and such registration
has been declared or ordered effective; or



 


		(iii)	If Investor may dispose of shares of Registrable Securities pursuant to a registration statement on
Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form
S-3/F-3”) pursuant to a request made under Section 4.9 hereof.



 






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		(b)	Underwriting. If Investor intends to distribute the Registrable Securities covered by its request
by means of an underwriting, then it shall so advise the Company as a part of its request made pursuant to this Section 4.7. If Investor
proposes to distribute its securities through such underwriting, it shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriters selected for such underwriting by Investor and reasonably acceptable to the Company. Notwithstanding
any other provision of this Section 4.7, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation
of the number of securities to be underwritten, then the Company shall so advise Investor, and the number of Registrable Securities that
may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable
Securities on a pro rata basis according to the number of Registrable Securities then held by each Holder requesting registration (including
Investor); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and
registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including,
without limitation, all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any
Person who is an employee, officer or director of any of the Group Companies. If Investor disapproves of the terms of any such underwriting,
Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business
Days prior to the effective date of the registration statement. Any Registrable Securities and/or other securities so excluded or withdrawn
from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the
partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts
for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates
of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder”
shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such
 “Holder,” as defined in this sentence.



 


		(c)	Deferral. Notwithstanding the foregoing, if the Company shall furnish to Investor following
its request of the filing of a registration statement pursuant to this Section 4.7 a certificate signed by CEO of the Company stating
that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration
statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after
receipt of the request of Investor; provided, however, that the Company may not utilize this right more than once in any
twelve (12) month period; provided, further, that during such ninety (90) day period, the Company shall not file any registration
statement pertaining to the public offering of any securities of the Company.



 


		(d)	Expenses. The Company shall pay all Registration Expenses. If Investor participates in a registration
pursuant to this Section 4.7, Investor shall bear its proportionate share (based on the total number of shares sold in such registration
other than for the account of the Company) of all Selling Expenses incurred in connection with such registration of securities on behalf
of Investor. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun
pursuant to this Section 4.7 if the registration request is subsequently withdrawn at the request of Investor unless Investor agrees that
such registration constitutes the use by Investor of one (1) demand registration pursuant to this Section 4.7; provided further,
however, that if at the time of such withdrawal, Investor has learned of a material adverse change in the condition, business,
or prospects of the Company not known to Investor at the time of its request for such registration and has withdrawn its request for registration
with reasonable promptness after learning of such material adverse change, then Investor shall not be required to pay any of such expenses
and such registration shall not constitute the use of a demand registration pursuant to this Section 4.7.



 


		d.	The following Sections 4.8 to 4.16 shall be added to the Investor Rights Agreement:



 






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“Section 4.8         Piggyback
Registrations.


 


		(a)	Notice of Registration. The Company shall notify Investor in writing at least thirty (30) days
prior to registration of any of its securities, either for its own account or the account of a security holder or holders (including,
but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements
relating to (i) any registration under Section 4.7 or Section 4.9 of this Agreement, (ii) any employee benefit plan, or (iii) any corporate
reorganization) and will afford Investor an opportunity to include in such registration all or any part of the Registrable Securities
then held by Investor. If Investor desires to include in any such registration (and any related qualifications under blue sky laws or
other compliance) and in any underwriting involved therein, all or any part of the Registrable Securities held by Investor, Investor shall,
within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice
shall inform the Company of the number of Registrable Securities Investor wishes to include in such registration statement. If Investor
decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Investor shall
nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration
statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.



 


		(b)	Underwriting. If a registration under which the Company gives notice under this Section 4.8
is for an underwritten offering, then the Company shall so advise Investor. In such event, the right of Investor’s Registrable Securities
to be included in a registration pursuant to this Section 4.8 shall be conditioned upon Investor’s participation in such underwriting
and the inclusion of Investor’s Registrable Securities in the underwriting to the extent provided herein. If Investor proposes to
distribute its Registrable Securities through such underwriting, Investor shall enter into an underwriting agreement in customary form
with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this
Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares
to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of
shares that may be included in the registration and the underwriting shall be allocated, first to the Company, and second,
to each of the Shareholders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based
on the total number of Registrable Securities then held by each such Shareholder; provided, however, that the right of the
underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be
restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below thirty percent (30%)
of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce
the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including,
without limitation, any Person who is an employee, officer or director of any of the Group Companies shall first be excluded from such
registration and underwriting before any Registrable Securities are so excluded. If Investor disapproves of the terms of any such underwriting,
Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business
Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting
shall be excluded and withdrawn from the registration. For any Shareholder that is a partnership, the Shareholder and the partners and
retired partners of such Shareholder, or the estates and family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing Persons, and for any Shareholder that is a corporation, the Shareholder and all corporations that are
Affiliates of such Shareholder, shall be deemed to be a single “Shareholder,” and any pro rata reduction with respect
to such Shareholder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals
included in such “Shareholder,” as defined in this sentence.



 


		(c)	Expenses. The Company shall pay all Registration Expenses incurred in connection with each registration
under this Section 4.8. If Investor participates in a registration pursuant to this Section 4.8, Investor shall bear its proportionate
share (based upon the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses
incurred in connection with such registration of securities on behalf of the Shareholders.



 


		(d)	Not a Demand Registration. Registration pursuant to this Section 4.8 shall not be deemed to
be a demand registration as described in Section 4.7 above. Except as otherwise provided herein, there shall be no limit on the number
of times the Holders may request registration of Registrable Securities under this Section 4.8.



 






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Section 4.9           Form S-3/F-3 Registration.


 


		(a)	Registration. The Company shall use its best efforts to qualify for registration on Form S-3/F-3
or any comparable or successor form as early as possible and use best efforts to maintain such qualification thereafter. If the Company
is qualified to use Form S-3/F-3, Investor shall have a right to request at such time from time to time (such request shall be in writing)
that the Company effect a registration on either Form S-3/F-3 and any related qualification or compliance with respect to all or a part
of the Registrable Securities owned by Investor, and upon receipt of each such request, the Company will, as soon as practicable, effect
such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution
of all or such portion of Investor’s Registrable Securities as are specified in such request; provided, however, that
the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4.9:



 


		(i)	if Form S-3/F-3 becomes unavailable for such offering by Investor;



 


		(ii)	if Investor, together with the holders of any other securities of the Company entitled to inclusion
in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of
less than US$1,000,000; or 



 


		(iii)	if the Company has effected a registration pursuant to this Section 4.9 during the preceding (6) month
period.



 


		(b)	Expenses. The Company shall pay all Registration Expenses incurred in connection with each registration
requested pursuant to this Section 4.9. Investor shall bear its proportionate share (based upon the total number of shares sold in such
registration other than for the account of the Company) of all Selling Expenses incurred in connection with such registration of securities
on behalf of the Shareholders.



 


		(c)	Maximum Frequency. Except as otherwise provided herein, there shall be no limit on the number
of times Investor may request registration of Registrable Securities under this Section 4.9.



 


		(d)	Deferral. Notwithstanding the foregoing, if the Company shall furnish to Investor a certificate
signed by the CEO of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company
and its shareholders for such Form S-3/F-3 registration statement to be filed, then the Company shall have the right to defer such filing
for a period of not more than ninety (90) days after receipt of the request of Investor; provided, however, that the Company
may not utilize this right more than once in any twelve (12) month period; provided, further, that during such ninety (90)
day period, the Company shall not file any registration statement pertaining to the public offering of any securities of the Company.



 


		(e)	Not Demand Registration. Form S-3/F-3 registrations shall not be deemed to be demand registrations
as described in Section 4.7 above.



 


		(f)	Underwriting. If the requested registration under this Section 4.9 is for an underwritten offering,
the provisions of Section 4.7(b) shall apply.



 






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Section 4.10        Obligations of the
Company. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall keep Investor
advised in writing as to the initiation of such registration and as to the completion thereof, and shall, at its expense and as expeditiously
and as reasonably possible:


 


		(a)	Registration Statement. Prepare and file with the Commission a registration statement with respect
to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and keep any such registration
statement effective for a period of one hundred twenty (120) days or until Investor has completed the distribution described in the registration
statement relating thereto, whichever occurs first.



 


		(b)	Amendments and Supplements. Prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act or other applicable securities laws with respect to the disposition of all securities covered by
such registration statement.



 


		(c)	Registration Statements and Prospectuses. Furnish to Investor such number of copies of registration
statements and prospectuses, including a preliminary prospectus, in conformity with the requirements of the Securities Act or other applicable
securities laws, and such other documents as Investor may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by Investor that are included in such registration.



 


		(d)	Blue Sky. Use its best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Investor, provided
that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions.



 


		(e)	Deposit Agreement. If the registration relates to an offering of depositary shares or other
securities representing Ordinary Shares deposited pursuant to a deposit agreement or similar facility, cause the depositary under such
agreement or facility to accept for deposit under such agreement or facility all Registrable Securities requested by Investor to be included
in such registration in accordance with this Agreement.



 


		(f)	Underwriting. In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Investor shall also enter
into and perform its obligations under such an agreement.



 


		(g)	Notification. Notify Investor at any time when a prospectus relating to its Registrable Securities
is required to be delivered under the Securities Act or other applicable securities laws of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing.



 


		(h)	Opinion and Comfort Letter. Furnish, at the request of Investor, on the date that such Registrable
Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities
are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective,
(i) an opinion, dated as of such date, of the counsel representing the Company for the purpose of such registration, in form and substance
as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to Investor, addressed to the underwriters,
if any, and to Investor and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants
of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten
public offering and reasonably satisfactory to Investor, addressed to the underwriters, if any, and to Investor.



 


		(i)	Listing on Securities Exchange(s). Cause all such Registrable Securities registered pursuant
hereunder to be listed on Nasdaq and each securities exchange on which similar securities issued by the Company are then listed. 



 


If the Company fails to perform any
of the Company’s obligations set forth above in this Section 4.10 relating to a demand registration made pursuant to Section 4.7,
such registration shall not constitute the use of a demand registration under Section 4.7.


 






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Section 4.11         Furnish Information.
It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 4.7, 4.8 or 4.9 with respect
to the Registrable Securities of Investor, that Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of such securities as shall be reasonably requested in writing by the Company
to timely effect the registration of its Registrable Securities.


 


Section 4.12         Indemnification.
The following indemnification provisions shall apply in the event any Registrable Securities are included in a registration statement
under Sections 4.7, 4.8 or 4.9:


 


		(a)	By the Company. To the extent permitted by law, the Company will indemnify and hold harmless
Investor, its partners, officers, directors, employees, trustees, legal counsel and any underwriter (as determined in the Securities Act)
for Investor and each Person, if any, who controls Investor or such underwriter within the meaning of Section 15 of the Securities Act
against any expenses, losses, claims, damages, or liabilities (joint or several) (or actions in respect thereof) to which they may become
subject under the Securities Act, the Exchange Act or other applicable law, insofar as such expenses, losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Violation”):



 


		(i)	any untrue statement or alleged untrue statement of a material fact contained in any registration statement,
offering circular, preliminary prospectus, final prospectus or other document, or any amendments or supplements thereto; 



 


		(ii)	the 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 in which they were made, not misleading; or



 


		(iii)	any violation or alleged violation of the Securities Act, the Exchange Act, any federal or state or
foreign securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or other applicable securities
law in connection with the offering covered by such registration statement;



 


and the Company will reimburse Investor,
its partner, officer, director, employee, legal counsel, underwriter or controlling Person for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 4.12 shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by Investor, underwriter for Investor or controlling Person of Investor.


 






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		(b)	By Investor. To the extent permitted by law, Investor will indemnify and hold harmless the Company,
each of its directors, each of its officers who have signed the registration statement, each Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, any underwriter (as determined in the Securities Act) and any other Shareholder
selling securities under such registration statement or any of such other Shareholder’s partners, directors, officers, employees,
trustees, legal counsel and any underwriter (as determined in the Securities Act) for such Shareholder and each Person, if any, who controls
such Shareholder within the meaning of Section 15 of the Securities Act, against any expenses, losses, claims, damages or liabilities
(joint or several) (or actions in respect thereof) to which the Company or any such director, officer, employee, trustee, legal counsel,
controlling Person, underwriter or other such Shareholder, partner or director, officer, employee or controlling Person of such other
Shareholder may become subject under the Securities Act, the Exchange Act or other applicable law, insofar as such expenses, losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only
to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Investor expressly
for use in connection with such registration; and Investor will reimburse any legal or other expenses reasonably incurred by the Company
or any such director, officer, employee, controlling Person, underwriter or other Shareholder, partner, officer, employee, director or
controlling Person of such other Shareholder in connection with investigating or defending any such loss, claim, damage, liability or
action: provided, however, that the indemnity agreement contained in this Section 4.12(b) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Investor, which
consent shall not be unreasonably withheld; and provided further that the total amounts payable in indemnity by Investor under
this Section 4.12(b) plus any amount under Section 4.12(e) in respect of any Violation shall not exceed the net proceeds received by Investor
in the registered offering out of which such Violation arises.



 


		(c)	Notice. Promptly after receipt by an indemnified party under this Section 4.12 of notice of
the commencement of any claim or action (including any governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 4.12, deliver to the indemnifying party a written notice of the commencement
thereof (a “Claim Notice”) and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own
counsel, with the fees and expenses to be paid by the indemnifying party, (i) during the period from the delivery of a Claim Notice until
retention of counsel by the indemnifying party; and (ii) if representation of such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented
by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement
of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 4.12 to the extent the
indemnifying party is prejudiced as a result thereof, but the omission so to deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.12.



 






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		(d)	Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and
Investor are subject to the condition that, insofar as they relate to any untrue statement, alleged untrue statement, omission or alleged
omission made in a preliminary prospectus or free writing prospectus on file with the Commission at the time the registration statement
becomes effective, such indemnity agreement shall not inure to the benefit of any Person if an amended prospectus is filed with the Commission
and delivered pursuant to the Securities Act at or prior to the time of sale (including, without limitation, a contract of sale, and as
further contemplated by Rule 159 promulgated under the Securities Act) to the Person asserting the loss, liability, claim or damage.



 


		(e)	Contribution. In order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) Investor or any controlling Person of Investor makes a claim for indemnification pursuant
to this Section 4.12 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 4.12 provides for indemnification in such case, or (ii) contribution under the Securities
Act may be required on the part of Investor or any controlling Person of Investor in circumstances for which indemnification is provided
under this Section 4.12; then, and in each such case, the Company and Investor will contribute to the aggregate losses, claims, damages
or liabilities to which they may be subject (after contribution from others) in such proportion so that Investor is responsible for the
portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration
statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company
and other selling Shareholders are responsible for the remaining portion; provided, however, that, in any such case: (A)
Investor will not be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered
and sold by Investor pursuant to such registration statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.



 


		(f)	Survival. The obligations of the Company and Investor under this Section 4.12 shall survive
until the fifth (5th) anniversary of the completion of any offering of Registrable Securities in a registration statement, regardless
of the expiration of any statutes of limitation or extensions of such statutes.



 






    9 


     


    

 


Section 4.13        Rule 144 Reporting.
With a view to making available to Investor the benefits of certain rules and regulations of the Commission which may permit the sale
of the Restricted Securities to the public without registration, the Company agrees to use its best efforts to:


 


		(a)	Make and keep public information available, as those terms are understood and defined in Rule 144 or
any similar or analogous rule promulgated under the Securities Act, at all times;



 


		(b)	File with the Commission, in a timely manner, all reports and other documents required of the Company
under the Securities Act or the Exchange Act, at all times; and



 


		(c)	So long as Investor owns any Restricted Securities, furnish to Investor upon request, (i) a written
statement by the Company as to its compliance with the reporting requirements of said Rule 144, and of the Exchange Act, (ii) a copy of
the most recent annual, interim, quarterly or other report of the Company, and (iii) such other reports and documents as Investor may
reasonably request in availing itself of any rule or regulation of the Commission allowing it to sell any such securities without registration.



 


Section 4.14        Termination of the
Company’s Obligations. Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 4.7, 4.8 or
4.9 with respect to any Registrable Securities proposed to be sold by Investor in a registered public offering if, in the opinion of counsel
to the Company, all such Registrable Securities proposed to be sold by Investor may then be sold under Rule 144 (i) in one three (3) month
period without exceeding the volume limitations thereunder or (ii) without volume limitations.


 


Section 4.15        Re-Sale Rights.
The Company shall use its best efforts to assist Investor in the sale or disposition of its Registrable Securities, including the prompt
delivery of applicable instruction letters by the Company and legal opinions from the Company’s counsels in forms reasonably satisfactory
to Investor’s counsel. In the event the Company has depositary receipts listed or traded on any stock exchange or inter-dealer quotation
system, the Company shall pay all costs and fees related to such depositary facility, including conversion fees and maintenance fees for
Registrable Securities held by Investor.


 


Section 4.16         Transfer of Registration
Rights. The rights to cause the Company to register securities granted to Investor under Sections 4.7, 4.8 and 4.9 may be assigned
to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by Investor; provided that:
(a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) the Company is given prompt notice of the
transfer, (c) such assignee or transferee agrees to be bound by the terms of this Agreement by executing and delivering a deed of adherence
(in substantially the form as set out in Schedule 1 hereto), (d) such assignee or transferee is not a competitor of the Company, and (e)
such assignee or transferee is (i) any Affiliate of Investor, or (ii) any transferee of at least five percent (5%) of the Registrable
Securities originally issued to Investor (as adjusted for Recapitalization).


 






    10 


     


    

 


		e.	Schedule 1 hereto shall be added as Schedule 1 to the Investor Rights Agreement:
	 	 	 



		3.	Other than as expressly set forth herein, all obligations, representations and warranties, covenants,
conditions and other provisions in the Investor Rights Agreement remain unchanged and in full force and effect.
	 	 	 



		4.	For the avoidance of doubt, references to the Investor Rights Agreement in the documents referred to therein
or contemplated by the transactions thereunder shall be deemed to be references to the Investor Rights Agreement as amended by this Second
Letter Agreement.
	 	 	 



		5.	This Second Letter Agreement may be signed and acknowledged in counterparts in English, each of which
when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.
Any signature to and acknowledgement of this Second Letter Agreement may be delivered by facsimile, electronic mail (including pdf), electronic
signature complying with applicable law or other means of electronic transmission and any counterpart so delivered shall be deemed to
have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law (including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act).
	 	 	 



		6.	The governing law and dispute resolutions in Sections 6.5 and 6.6 of the Investor Rights Agreement will
be hereto applied to this Second Letter Agreement.



 


[Signature pages follow]


 






    11 


     


    

 


	Yours faithfully,	 
	 	 
	STT GDC Pte. Ltd.	 
	 	 
	/s/ Bruno Lopez	 
	Name: Bruno Lopez	 
	Title: Group CEO, STT GDC Pte. Ltd.	 
	 	 
	cc: 	Daniel Fertig of Simpson Thacher & Bartlett LLP	 
	 	Michael Sturrock of Latham & Watkins LLP	 



 


[Signature page to the
Amendment No. 2 to 2020 Investor Rights Agreement]


 






     


     


    

 


	Accepted and agreed on behalf of GDS Holdings Limited	 
	 	 
	/s/ William Wei Huang	 
	Name: William Wei Huang	 
	Title: Chairman and CEO	 


 


[Signature page to the
Amendment No. 2 to 2020 Investor Rights Agreement]


 






     


     


    

 


SCHEDULE 1


 


FORM OF DEED OF ADHERENCE


 


THIS DEED is made the day of 20[ ] by [ ] of [ ] (the “Assignee”)
and is supplemental to the Investor Rights Agreement dated as of June 26, 2020, as amended by the letter agreement dated August 4, 2020
and the letter agreement dated December [ ● ], 2021, each between GDS Holdings Limited and STT GDC Pte. Ltd. (collectively and
as may be further amended, restated or supplemented from time to time, the “Investor Rights Agreement”).


 


WITNESSETH as follows:


 


Assignee confirms that it has been provided with a copy of the Investor
Rights Agreement and all amendments, restatements and supplements thereto and hereby covenants with each of the parties to the Investor
Rights Agreement from time to time to observe, perform and be bound by all the terms and conditions of the Investor Rights Agreement which
are capable of applying to Assignee to the intent and effect that Assignee shall be deemed as and with effect from the date hereof to
be a party to the Investor Rights Agreement and to be subject to the obligations thereof.


 


The address and facsimile number at which notices are to be served
on Assignee under the Investor Rights Agreement and the person for whose attention notices are to be addressed are as follows:


 


[to insert the contact details]


 


Words and expressions defined in the Investor Rights Agreement shall
have the same meaning in this Deed. This Deed shall be governed by and construed in accordance with the law of the State of New York.


 


This Deed shall take effect as a deed poll for the benefit of the Company,
Investor and any other parties to the Investor Rights Agreement.


 


IN WITNESS whereof the Assignee has executed this Deed the day
and year first above written.


 


	THE COMMON SEAL of [ ]	)
	was hereunto affixed	)
	in the presence of:	)




 


	 	 
	(Director)	 
	 	 
	 	 
	(Director/Secretary)	 



 


Schedule 1 to Amendment No. 2 to 2020 Investor Rights Agreement