Exhibit 10.1


 


THIRD AMENDMENT TO THE 


AMENDED AND RESTATED AGREEMENT OF 


LIMITED PARTNERSHIP OF CYRUSONE LP


 


This THIRD AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF CYRUSONE LP, dated as of March 2, 2022 (this “Amendment”), is being executed by
CyrusOne GP, a Maryland statutory trust (the “General Partner”), as the general partner of CyrusOne LP, a Maryland
limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by the Amended
and Restated Agreement of Limited Partnership of CyrusOne LP, dated as of May 2, 2016, as amended by the First Amendment to the Amended
and Restated Agreement of Limited Partnership of CyrusOne LP, dated February 18, 2019, and the Second Amendment to the Amended and Restated
Agreement of Limited Partnership of CyrusOne LP, dated February 15, 2021 (as may be further amended and/or supplemented from time to time
and including all the exhibits thereto, the “Agreement”). Capitalized terms used, but not otherwise defined herein,
shall have the respective meanings ascribed thereto in the Agreement.


 


WHEREAS, the General Partner desires to amend the
Agreement to reduce the period of time after which a redemption of partnership units would occur from ten business days after submission
of a required notice to two calendar days after submission of a required notice, and to make certain related technical modifications to
the definition of “Specified Redemption Date”.


 


NOW, THEREFORE, in consideration of the foregoing,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.       Amendment.
The definition of “Specified Redemption Date” is hereby amended and restated in its entirety as follows:


 


“Specified Redemption Date”
means the second (2nd) calendar day after the receipt by the General Partner of a Notice of Redemption; provided, however,
that no Specified Redemption Date with respect to any Partnership Common Units shall occur during the Twelve-Month Period applicable to
such Partnership Common Units (except pursuant to a Special Redemption); and provided, further, that, if the General Partner
and the Special Limited Partner elect a Stock Offering Funding pursuant to Section 15.1.H, such Specified Redemption Date shall be deferred
until the next Business Day following the date of the closing of the Stock Offering Funding; provided, further, that in
the event of a redemption by the Partnership pursuant to Section 8.6 following the delivery of a Conversion Notice, the Specified Redemption
Date shall mean the later of (i) the second (2nd) calendar day after the delivery by the General Partner of a Notice of Redemption and
(ii) the Conversion Date set forth in the applicable Conversion Notice.


 


2.       Miscellaneous.
Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue
in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby
ratified and confirmed in all respects.


 






     


     


    

 


IN WITNESS WHEREOF, this Amendment has been executed
as of the date first written above.


 




	 	GENERAL PARTNER:
	 	 	 
	 	CYRUSONE GP
	 	 	 
	 	By:	 CyrusOne Inc., trustee
	 	 	 
	 	By: 	/s/ Robert M. Jackson
	 	 	Name: Robert M. Jackson
	 	 	Title: EVP, General Counsel & Secretary