EX-10.39



 EXHIBIT 10.39 
 SHAREHOLDERS’ AGREEMENT 
 dated as of 

October 31, 2012 
 among 
 EQUINIX SOUTH AMERICA HOLDINGS, LLC 

RW BRASIL FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES 

SIDNEY VICTOR DA COSTA BREYER 
 and 
 ANTONIO EDUARDO ZAGO DE CARVALHO 

and as Intervening Party, 
 ALOG SOLUÇÕES DE TECNOLOGIA EM INFORMÁTICA S.A. 
 and,
for the limited purposes set forth herein, 
 EQUINIX, INC. 

RIVERWOOD CAPITAL L.P. 
 RIVERWOOD CAPITAL PARTNERS L.P. 
 RIVERWOOD CAPITAL PARTNERS (PARALLEL
– A) L.P. 
 And 
 RIVERWOOD CAPITAL PARTNERS (PARALLEL – B) L.P. 
 SHAREHOLDERS
AGREEMENT 







 AGREEMENT dated as of October 31, 2012 between (i) EQUINIX SOUTH AMERICA
HOLDINGS, LLC, a limited liability company duly organized under the laws of the State of Delaware, United States of America, with headquarters at One Lagoon Drive, 4th Floor, Redwood City, California, United States of America 94065
(“Equinix”), (ii) RW BRASIL FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES, a fundo de investimento em participações, duly organized under the laws of the Federative Republic of Brazil, enrolled
before the National Register of Legal Entities (CNPJ/MF) under No. 13.417.743/0001-03, with headquarters at Avenida Presidente Juscelino Kubitschek No. 2041, E 2235, Bloco A (part), Vila Olímpia, City and State of São Paulo
(“RW FIP”), (iii) SIDNEY VICTOR DA COSTA BREYER, Brazilian, [****], bearer of identity card No. [****], enrolled before the Taxpayer Registry (CPF/MF) under No. [****], resident and domiciled in the City and [****]
(“Sidney”), (iv) ANTONIO EDUARDO ZAGO DE CARVALHO, Brazilian, [****], bearer of identity card No. [****], enrolled before the Taxpayer Registry (CPF/MF) under No. [****], resident and domiciled in the City and [****], at [****]
(“Eduardo” and jointly with Sidney, the “Management Shareholders”); as intervening party, (v) ALOG SOLUÇÕES DE TECNOLOGIA EM INFORMÁTICA S.A., a sociedade anônima duly
organized under the laws of the Federative Republic of Brazil, enrolled before the National Register of Legal Entities (CNPJ/MF) under No. 03.672.254/0001-44, with headquarters in the City and State of São Paulo, at Rua Doutor Miguel
Couto No. 58, 5th floor (the “Company”); and, for purposes of Articles 6 and 8, (vi) EQUINIX, INC., a company duly organized under the laws of the State of Delaware, United States of America, with headquarters at One
Lagoon Drive, 4th Floor, Redwood City, California, United
States of America 94065 (the “Parent”), (vii) RIVERWOOD CAPITAL L.P., an exempted limited partnership, duly organized under the laws of the Cayman Islands, with headquarters at P.O. Box 309, Ugland House, Grand Cayman, Cayman
Islands KY1-1104, (viii) RIVERWOOD CAPITAL PARTNERS L.P., an exempted limited partnership, duly organized under the laws of the Cayman Islands, with headquarters at P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands KY1-1104,
(ix) RIVERWOOD CAPITAL PARTNERS (PARALLEL – A) L.P., an exempted limited partnership, duly organized under the laws of the Cayman Islands, with headquarters at P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands KY1-1104 and
(x) RIVERWOOD CAPITAL PARTNERS (PARALLEL – B) L.P., an exempted limited partnership, duly organized under the laws of the Cayman Islands, with headquarters at P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands KY1-1104 (together with
Riverwood Capital L.P., Riverwood Capital Partners L.P. and Riverwood Capital Partners (Parallel – A) L.P., the “Riverwood Sponsors”). The terms “Equinix”, “RW FIP” and “Management
Shareholders” shall each also mean, if Equinix, RW FIP or any of the Management Shareholders shall have Transferred any of its Company Securities to any of its Permitted Transferees (in each case, as such terms are defined below), such
Person and its Permitted Transferees, taken together, and shall include any right, obligation or action that may be exercised or taken at the election of such Person and its Permitted Transferees. 

The Company, Equinix, RW FIP, Sidney, Eduardo, the Parent and each of the Riverwood Sponsors are sometimes collectively referred to herein as the
“Parties” and individually as a “Party”. 
  

	****	FISMA & OMB MEMORANDUM M-07-16 


  
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 Equinix, RW FIP, Sidney and Eduardo collectively referred to herein as the “Shareholders”
and individually as a “Shareholder.” 
 W I T N E S S E T H: 

WHEREAS (i) Equinix holds 248,705737 common shares representing 52.4595% of the outstanding capital stock of the Company; (ii) RW FIP holds
182,915,859 common shares representing 38.5824% of the outstanding capital stock of the Company; (iii) Sidney holds 40,983,844 common shares representing 8.6447% of the outstanding capital stock of the Company; and (iv) Eduardo holds
1,485,574 common shares representing 0.3134% of the outstanding capital stock of the Company; jointly holding, therefore, shares representing 100% of the outstanding capital stock of the Company; 

WHEREAS, the Shareholders desire to execute this Agreement to govern certain of their rights, duties and obligations as shareholders of the Company and
Parent and the Riverwood Sponsors desire to become bound to certain rights, duties and obligations provided hereunder; 
 NOW, THEREFORE, in
consideration of the covenants and agreements contained herein, the Parties hereto agree as follows: 
 ARTICLE 1 

DEFINITIONS 

Section 1.01. Definitions. (a) As used in this Agreement, the following terms have the following meanings: 

“5% Shareholder” means a Shareholder whose Aggregate Ownership of Shares (as determined on a Common Equivalents basis)
divided by the Aggregate Ownership of Shares (as determined on a Common Equivalents basis) by all Shareholders is 5% or more. 

“20% Shareholder” means a Shareholder whose Aggregate Ownership of Shares (as determined on a Common Equivalents basis)
divided by the Aggregate Ownership of Shares (as determined on a Common Equivalents basis) by all Shareholders is 20% or more. 

“Additional and Conditional Purchase Price” has the meaning given to such term in the Share Purchase Agreement.

 “Adjusted VWAP” means (i) the arithmetic average of the Volume Weighted Average Price per Parent Share
during the 30 consecutive Trading Days during the Measurement Period divided by (ii) 1.03. 
 “Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that no security holder 

  
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of the Company shall be deemed an Affiliate of the Company or any other security holder of the Company solely by reason of any investment in the Company or the existence or exercise of any rights
or obligations under this Agreement or the Company Securities held by such security holder. For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as 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. 
 “Aggregate
Ownership” means, with respect to any Shareholder or group of Shareholders, the total number of Shares (as determined on a Common Equivalents basis) directly or indirectly held by such Shareholder or group of Shareholders and its or their
Permitted Transferees as of the date of such calculation, calculated on a Fully-Diluted basis. 
 “ALOG” means
ALOG Data Centers do Brasil S.A., a sociedade anônima duly organized under the laws of the Federative Republic of Brazil, enrolled before the National Register of Legal Entities (CNPJ/MF) under No. 04.819.672/0001-84, with
headquarters in the City and State of São Paulo, at Rua Doutor Miguel Couto No. 58, 5th floor. 

“Board” means the Conselho de Administração (board of directors) of the Company. 

“Business Day” means (i) for purposes of Article 6 and the definition of “Trading Day”, any day except a
Saturday, Sunday or other day on which commercial banks in New York City, State of New York, United States are authorized by law to close and (ii) for all other purposes of this Agreement, any day except a Saturday, Sunday or other day on which
commercial banks in New York City, State of New York, United States or São Paulo, State of São Paulo, Brazil are authorized by law to close. 
 “Call Option Exercise Period” means the ten Business Day period following (i) delivery by RW FIP of a Tag-Along Notice or (ii) delivery by RW FIP of a Selling Shareholder Offer
Notice. 
 “Charter” means the Estatuto Social (bylaws) of the Company, as the same may be amended from
time to time. 
 “Closing Date” means April 25, 2011. 

“Common Equivalents” means (i) with respect to Common Stock, the number of Shares and (ii) with respect to any
Company Securities that are convertible into or exchangeable for Common Stock, the number of Shares issuable in respect of the conversion or exchange of such Company Securities into Common Stock. 

“Common Stock” means the common stock, with no par value per share, of the Company and any other security into which
such Common Stock may hereafter be converted or exchanged. 

  
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 “Common Stock Purchase Price” means R$0.49 per Share. 

“Company Securities” means (i) the Common Stock, (ii) securities convertible into or exchangeable for
Common Stock and (iii) any options, warrants or other rights to acquire Common Stock. 
 “CVM”
means the Comissão de Valores Mobiliários (Brazilian Securities Commission). 

“Fully-Diluted” means all outstanding Shares, all Shares issuable in respect of all outstanding securities convertible
into or exchangeable for Common Stock and all Shares issuable in respect of all outstanding options, warrants and other rights to acquire Common Stock; provided that, if any of the foregoing Company Securities are subject to vesting, such
Company Securities subject to vesting shall be included in the definition of “Fully-Diluted” only upon and to the extent of such vesting; provided further that any Company Securities that would vest as a result of the consummation
of a Tag-Along Sale shall be deemed to be vested solely for the purpose of any calculation of “Fully-Diluted” that is made immediately prior to such Tag-Along Sale. 
 “GAAP” means generally accepted accounting principles in the United States. 
 “Instrument of Assignment” means that certain instrument of assignment, dated as of April 25, 2011, among Zion RJ Participações S.A., a sociedade anônima
duly organized under the laws of the Federative Republic of Brazil, enrolled before the National Register of Legal Entities (CNPJ/MF) under No. 12.793.726/0001-08, with headquarters in the City and State of Rio de Janeiro, at Rua Martins
Ferreira No. 91, Botafogo, RW FIP and Equinix. 
 “Internal Rate of Return” means the annual rate of
return determined using (i) for the RW FIP Closing Payment and the RW FIP Additional and Conditional Payment, United States dollars and (ii) for Shares owned by the Management Shareholders, Brazilian reais, in each case based on a 365-day
year with the value on the Closing Date of the aggregate cash flows equal to zero. 
 “IPO” means the initial
Public Offering. 
 “Majority Management Shareholder” means the Management Shareholder(s) whose Aggregate
Ownership of Shares (as determined on a Common Equivalents basis) divided by the Aggregate Ownership of Shares (as determined on a Common Equivalents basis) by all Management Shareholders is 50% or more. 

“Management Minimum Price” means an amount equal to 50% of the Common Stock Purchase Price (as adjusted for any share
dividends, share subdivisions, combinations, consolidations and similar changes, and taking into account any cash dividends, distributions, repurchases or recapitalizations). 

  
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 “Management Signing Shares” means the Shares issued to the Management
Shareholders upon the consummation of the Merger, as set forth in the recitals to this Agreement (together with any new, substituted or additional securities distributed to the Management Shareholders with respect to such Shares in any share
dividend, share subdivision, combination, consolidation or similar change). 
 “Market Disruption Event” means
the occurrence or existence prior to 1:00 p.m. (New York City time) on any Trading Day for the Parent Shares of an aggregate one half hour period, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the stock exchange or otherwise) in the Parent Shares or in any options, contracts or future contracts relating to the Parent Shares. 
 “Measurement Period” means the 30 consecutive Trading Days beginning five Trading Days after RW FIP’s delivery of the Default Notice. 

“Merger” means the merger of ALOG with and into the Company, consummated on October 31, 2012. 

“Minimum Call Price” means the sum of (i) the amount that yields an Internal Rate of Return of 12% to the RW FIP
Closing Payment from the Closing Date to the date of the Call Option Exercise Notice, and (ii) the amount that yields an Internal Rate of Return of 12% to the RW FIP Additional and Conditional Payment from the date of such payment to the date
of the Call Option Exercise Notice (as adjusted in each case for any share dividends, share subdivisions, combinations, consolidations and similar changes, and taking into account any cash dividends, distributions, repurchases or recapitalizations,
or dispositions or transfers to Third Parties). 
 “Minimum Put Price” means (i) in 2014, the amount equal
to the sum of (x) the amount that yields an Internal Rate of Return of 8% to the RW FIP Closing Payment from the Closing Date to the date of the Put Option Exercise Notice, and (y) the amount that yields an Internal Rate of Return of 8% to
the RW Additional and Conditional Payment from the date of such payment to the date of the Put Option Exercise Notice, (ii) in 2015, the amount equal to the sum of (x) the amount that yields an Internal Rate of Return of 4% to the RW FIP
Closing Payment from the Closing Date to the date of the Put Option Exercise Notice, and (y) the amount that yields an Internal Rate of Return of 4% to the RW Additional and Conditional Payment from the date of such payment to the date of the
Put Option Exercise Notice, and (iii) in 2016, the amount equal to the sum of (x) the amount that yields an Internal Rate of Return of 0% to the RW FIP Closing Payment from the Closing Date to the date of the Put Option Exercise Notice,
and (y) the amount that yields an Internal Rate of Return of 0% to the RW Additional and Conditional Payment from the date of such payment to the date of the Put Option Exercise Notice (as adjusted in each case for any share dividends, share
subdivisions, combinations, 

  
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consolidations and similar changes, and taking into account any cash dividends, distributions, repurchases or recapitalizations, or dispositions or transfers to Third Parties), (each, the
“Applicable IRR”); provided that, if Equinix delivers a Put Objection Notice pursuant to Section 5.02(e), the Minimum Put Price for the Option Exercise Period of the calendar year immediately succeeding the delivery of
such Put Objection Notice shall be the amount that yields the Applicable IRR for the immediately preceding Option Exercise Period. For example, if Equinix delivers a Put Objection Notice in response to RW FIP’s delivery of a Put Option Exercise
Notice during the Option Exercise Period in April 2014, the Minimum Put Price for the Option Exercise Period in April 2015 will be the amount that yields an Applicable IRR of 8%, and the Minimum Put Price for the Option Exercise Period in April 2016
will be the amount that yields an Applicable IRR of 0%. If Equinix delivers a Put Objection Notice in response to RW FIP’s delivery of a Put Option Exercise Notice during the Option Exercise Period in April 2015, the Minimum Put Price for the
Option Exercise Period in April 2016 will be the amount that yields an Applicable IRR of 4%. 
 “Option Exercise
Period” means each period beginning on April 1 and ending on April 30 of each of 2014, 2015 and 2016. 

“Permitted Transferee” means: (i) in the case of Equinix, any Person that is an Affiliate of such Shareholder;
(ii) in the case of RW FIP, any Person that is an Affiliate of such Shareholder, and/or any fund managed by Riverwood Capital Partners L.P., Riverwood Capital Partners (Parallel – A) L.P., Riverwood Capital Partners (Parallel – B)
L.P. or any of their Affiliates; and (iii) in the case of any Management Shareholder, (A) any Person to whom Company Securities are Transferred from such Management Shareholder (1) by will or the laws of descent and distribution or
(2) by gift without consideration of any kind; provided that, in the case of clause (2), such transferee is the spouse, the lineal descendant, sibling, parent, heir, executor, testamentary trustee, legatee or beneficiary of such
Management Shareholder, (B) a trust that is for the exclusive benefit of such Management Shareholder or its Permitted Transferees under (A) above or (C) any entity in which the respective Management Shareholders holds, at least, 99%
of the capital stock. 
 “Person” means an individual, corporation, limited liability company, partnership,
association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 
 “Public Offering” means an underwritten public offering of Company Securities pursuant to a registration statement filed with and declared effective by the CVM under Brazilian law and/or
the U.S. Securities and Exchange Commission (the “SEC”) under U.S. law (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form) or pursuant to the applicable law of the jurisdiction
in which the offer is made, as the case may be. 
 “Put Option Exercise Period” means the ten Business Day
period following (i) the delivery by Equinix of a Tag-Along Notice indicating that Equinix proposes to sell all of its Company Securities, (ii) the delivery by Equinix of a Drag-Along Sale Notice or (iii) the decision by the Company
to effect a Fundamental Transaction. 

  
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 “ROFR Portion” means, with respect to Equinix or RW FIP and for any Offer,
the product of (i) the total number of Offered Securities in such Offer and (ii) a fraction, the numerator of which is such Shareholder’s Aggregate Ownership Percentage (as determined on a Common Equivalents basis) and the denominator
of which is the Aggregate Ownership Percentage (as determined on a Common Equivalents basis) of Equinix and RW FIP, in each case immediately prior to the receipt by Equinix and RW FIP of the Offer Notice with respect to such Offer pursuant to
Section 4.05(b). 
 “RW FIP Additional and Conditional Payment” means the amount paid in U.S. Dollars by
RW FIP and/or its Affiliates in satisfaction of RW FIP’s obligation to pay its portion of the Additional and Conditional Purchase Price pursuant to the Instrument of Assignment. 

“RW FIP Closing Payment” means US$52,746,908. 
 “RW FIP Closing Shares” means the Shares issued to RW FIP upon consummation of the Merger, as set forth in the recitals to this Agreement (together with any new, substituted or additional
securities distributed to RW FIP with respect to such Shares in any share dividend, share subdivision, combination, consolidation or similar change), which previously consisted (directly or indirectly held by RW FIP) of Shares that were purchased
pursuant to the Share Purchase Agreement as well as Shares that were assumed in the Instrument of Assignment. 

“Shares” means shares of Common Stock. 
 “Share Purchase Agreement” means the Share Purchase Agreement and Other Covenants entered into on February 9, 2011 among Fundo Mútuo de Investimento em Empresas Emergentes
– Stratus GC, the Management ALOG Shareholders, Alexandre Guy Haegler, Marcus Moraes de Oliveira, Erik da Costa Breyer, Sandra Haegler, Bettina Alessandra Haegler, Philip Eric Haegler, Bianca Haegler, Antonio Carlos dos Santos Pina, Tecinvest
Ltd., Stratus Corp., Winterpark Intl. Corp, Emanuel Gonçalves Dutra, Cristian Gallegos and Zion RJ Participações S.A. 
 “Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests at the time directly or indirectly owned by such Person, having ordinary voting
power to elect a majority of (i) the board of directors, (ii) the board of officers, in the event the relevant entity does not have a board of directors, or (iii) other persons performing similar functions. 

“Tag-Along Portion” means, with respect to any other Shareholder and for any Tag-Along Sale, (i) the number of
Shares (as determined on a Common Equivalents and Fully-Diluted basis) owned by such other Shareholder immediately prior to such Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is the number of Shares (as determined
on a Common Equivalents basis) proposed 

  
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to be sold by the Tag-Along Seller in such Tag-Along Sale and the denominator of which is the Aggregate Ownership of Shares (as determined on a Common Equivalents basis) by all Shareholders
immediately prior to such Tag-Along Sale. 
 “Third Party” means a prospective purchaser of Company Securities
in an arm’s-length transaction from a Shareholder, other than a Permitted Transferee or other Affiliate of such Shareholder. 
 “Trading Day” means a day during which (i) there is no Market Disruption Event, and (ii) the NASDAQ Global Select Market or, if the Parent Shares are not quoted on the NASDAQ
Global Select Market, on the principal U.S. national or regional securities exchange on which the Parent Shares are then listed, opens for trading during its regular trading session or, if the Parent Shares are not so listed, admitted for trading or
quoted, any Business Day. A “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading
system. 
 “Transfer” means, with respect to any Company Securities, (i) when used as a verb, to sell,
assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly (including pursuant to a derivative transaction), or agree or commit
to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or
any agreement or commitment to do any of the foregoing. 
 “Volume Weighted Average Price” per Parent Share on
any Trading Day means such price as displayed on Bloomberg (or any successor service) page EQIX. UQ<Equity> VAP in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available,
the “Volume Weighted Average Price” means the market value per Parent Share on such Trading Day as determined by a nationally recognized investment banking firm retained for this purpose by Parent. 

(b) Each of the following terms is defined in the Section set forth opposite such term: 

 

			
	 Term
	  	Section
	 ALOG Shareholders Agreement
	  	8.08
		
	 Annual Budget
	  	2.06(b)(i)
		
	 Call Option
	  	5.01(a)
		
	 Call Option Closing
	  	5.01(c)
		
	 Call Option Exercise Notice
	  	5.01(a)
		
	 Call Option on Management
	  	5.06(a)
		
	 Call Price
	  	5.01(d)
		
	 Call Shares
	  	5.01(a)


  
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	 Company
	  	Preamble
		
	 Confidential Information
	  	7.01(b)
		
	 Default
	  	6.03(a)
		
	 Default Amount
	  	6.02
		
	 Default Notice
	  	6.03(a)
		
	 Default Put Closing
	  	6.03(a)
		
	 Default Put Shares
	  	6.03(a)
		
	 Derivative Company Securities
	  	4.02(a)
		
	 Derivative Company Securities Exercise
	  	4.02(a)
		
	 Derivative Company Securities Exercise Notice
	  	4.02(a)
		
	 Drag-Along Rights
	  	4.02(a)
		
	 Drag-Along Sale
	  	4.02(a)
		
	 Drag-Along Sale Notice
	  	4.02(b)
		
	 Drag-Along Sale Notice Period
	  	4.02(c)
		
	 Drag-Along Sale Price
	  	4.02(b)
		
	 Drag-Along Seller
	  	4.02(a)
		
	 Drag-Along Transferee
	  	4.02(a)
		
	 Eduardo
	  	Preamble
		
	 Equinix
	  	Preamble
		
	 Fair Market Value
	  	5.03(b)
		
	 Fundamental Transaction
	  	4.04
		
	 Guarantee Cap
	  	6.01
		
	 Indemnitors
	  	7.03
		
	 Management Call Option Exercise Notice
	  	5.06(b)
		
	 Management Call Price
	  	5.06(c)
		
	 Management Call Shares
	  	5.06(a)
		
	 Management Option Closing
	  	5.06(e)
		
	 Management Put Option
	  	5.06(a)
		
	 Management Put Option Exercise Notice
	  	5.06(b)
		
	 Management Put Price
	  	5.06(d)
		
	 Management Put Shares
	  	5.06(a)
		
	 Management ROFR Outside Date
	  	4.05(f)
		
	 Management Seller
	  	4.05(a)
		
	 Management Shareholders
	  	Preamble
		
	 Non-Exercising Shareholder
	  	4.05(d)
		
	 Obligations
	  	6.01
		
	 Observer
	  	2.09
		
	 Offer
	  	4.05(a)
		
	 Offer Notice
	  	4.05(a)
		
	 Offer Price
	  	4.05(a)
		
	 Offer to the Selling Shareholder
	  	4.06(a)


  
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	 Offered Securities
	  	4.05(a)
		
	 Offered Shareholder
	  	4.06(a)
		
	 Original Shareholders Agreements
	  	8.08
		
	 Parent
	  	Preamble
		
	 Parent Shares
	  	6.02
		
	 Parties
	  	Preamble
		
	 Party
	  	Preamble
		
	 Put Objection Notice
	  	5.02(e)
		
	 Put Option
	  	5.02(a)
		
	 Put Option Closing
	  	5.02(c)
		
	 Put Option Exercise Notice
	  	5.02(a)
		
	 Put Price
	  	5.02(d)
		
	 Put Settlement
	  	5.02(e)
		
	 Put Shares
	  	5.02(a)
		
	 Replacement Nominee
	  	2.03(a)
		
	 Representatives
	  	7.01(b)
		
	 Riverwood Sponsors
	  	Preamble
		
	 RW FIP
	  	Preamble
		
	 RW FIP ROFR Outside Date
	  	4.06(d)
		
	 Selling Shareholder
	  	4.06(a)
		
	 Selling Shareholder Offer Notice
	  	4.06(a)
		
	 Selling Shareholder Offer Price
	  	4.06(a)
		
	 Selling Shareholder Offered Securities
	  	4.06(a)
		
	 Share Price
	  	6.03(b)(ii)
		
	 Sidney
	  	Preamble
		
	 Tag-Along Notice
	  	4.01(a)
		
	 Tag-Along Notice Period
	  	4.01(c)
		
	 Tag-Along Offer
	  	4.01(a)
		
	 Tag-Along Right
	  	4.01(c)
		
	 Tag-Along Response Notice
	  	4.01(c)
		
	 Tag-Along Sale
	  	4.01(a)
		
	 Tag-Along Seller
	  	4.01(a)
		
	 Tagging Person
	  	4.01(c)
		
	 Zion
	  	8.08
		
	 Zion Shareholders Agreement
	  	8.08

 Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”,
“herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement


  
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unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any
capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.
Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those
words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are
to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments,
modifications or supplements must also be listed in the appropriate schedule. References to any law include all rules and regulations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person.
References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “R$” and “reais” mean Brazilian reais, the lawful currency of Brazil. References to
“US$” and “dollars” mean U.S. dollars, the lawful currency of the United States. 
 ARTICLE 2 

CORPORATE GOVERNANCE 
 Section 2.01. Composition of the Board. (a) The Board shall consist of six members. (i) For so long as Equinix is a 20% Shareholder, three of the members shall be appointed by
Equinix, including the Chairman of the Board, (ii) for so long as RW FIP is a 20% Shareholder, two of the members shall be appointed by RW FIP, and (iii) for so long as the Management Shareholders, together, are a 5% Shareholder, one of
the members shall be appointed by the Majority Management Shareholder. 
 (b) Notwithstanding the foregoing, in the event that RW FIP’s
Aggregate Ownership of Shares (as determined on a Common Equivalents basis) exceeds Equinix’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis), the Shareholders agree to cast their votes at any shareholders meeting of
the Company and practice all acts necessary to: (i) designate two of the members of the Board as directed by Equinix and (ii) designate three of the members of the Board as directed by RW FIP, including the Chairman of the Board.

 (c) If either Equinix or RW FIP ceases to be (i) a 20% Shareholder, but remains a 5% Shareholder, the number of members of the Board to
be designated by the relevant reducing Shareholder shall be reduced to one, or (ii) a 5% Shareholder, the relevant reducing Shareholder shall not have any rights to appoint a member of the Board; and, in either case, the additional member(s)
previously designated by such reducing Shareholder automatically shall be removed from the Board and the size of the Board shall be reduced accordingly. 

  
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 (d) If the Majority Management Shareholder shall cease to have the right to designate one member pursuant to
Section 2.01(a), the member previously designated by the Majority Management Shareholder automatically shall be removed from the Board and the size of the Board shall be reduced accordingly. 

(e) Each Shareholder agrees that, if at any time it is then entitled to vote for the election of members to the Board, it shall vote all of its Shares or
execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this
Section 2.01. 
 Section 2.02. Removal. Each Shareholder agrees that, if at any time it is then entitled to vote for the
removal of members from the Board, it shall not vote any of its Shares or execute proxies or written consents or practice any acts, as the case may be, in favor of the removal of any member who shall have been designated pursuant to
Section 2.01 or Section 2.03, unless the Person or Persons entitled to designate or nominate such member pursuant to Section 2.01 or Section 2.03 shall have consented to such removal in writing; provided that, if the
Person or Persons entitled to designate any member pursuant to Section 2.01 or Section 2.03 shall request in writing the removal of such member, each Shareholder shall cast its votes at any shareholders meeting of the Company and practice
all acts necessary in favor of such removal. 
 Section 2.03. Vacancies. If, as a result of death, disability, retirement,
resignation, removal or otherwise, there shall exist or occur any vacancy on the Board: 
 (a) the Person or Persons entitled under
Section 2.01 to designate such member whose death, disability, retirement, resignation or removal resulted in such vacancy, subject to the provisions of Section 2.01, shall have the exclusive right to designate another individual (the
“Replacement Nominee”) to fill such vacancy and serve as a member on the Board; and 
 (b) subject to Section 2.01, each
Shareholder agrees that if it is then entitled to vote for the election of members to the Board, it shall vote all of its Shares, or execute proxies or written consents and practice all reasonable acts, as the case may be, in order to ensure that
the Replacement Nominee be elected to the Board. 
 Section 2.04. Meetings. (a) The Board shall hold a regularly scheduled
meeting at least once every calendar quarter. The Company shall pay all reasonable out-of-pocket expenses incurred by each member and the Observer in connection with attending regular and special meetings of the Board and any committee thereof, and
any such meetings of the board of directors of any Subsidiary of the Company and any committee thereof. 
 (b) The Chairman of the Board shall
give each member (by email or otherwise) notice and the agenda for each meeting of the Board at least ten days prior to such meeting. Each meeting of the Board 

  
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shall take place Section 1.02 in person, at the Company’s headquarters or Section 1.03 by telephonic or other electronic means specified in the notice of meeting and reasonably
accessible to all of the directors. 
 Section 2.05. Action by the Board. (a) A quorum of four members is necessary for the
occurrence of any Board meeting, of whom at least one-half of the members must be appointees of Equinix and one member must be an appointee of RW FIP. In the absence of a quorum, a majority of the directors present may adjourn any meeting, one time
and only one time, and, with notice duly given pursuant to Section 2.04(b), reconvene such meeting pursuant to Section 2.04(b); provided, that a quorum of the Board at any such reconvened meeting shall consist of three directors, of
whom at least one-half must be appointees of Equinix and, if at least one appointee of RW FIP shall have been present at the originally convened meeting, one of whom must be an appointee of RW FIP. 

(b) Subject to Section 2.06, all actions of the Board shall require Section 1.04 the affirmative vote of at least a majority of the members
present at a duly-convened meeting of the Board at which a quorum for occurrence is present or Section 1.05 the unanimous written consent of the Board; provided that, if there is a vacancy on the Board and an individual has been
nominated to fill such vacancy, the first order of business shall be to fill or ratify the fulfillment of such vacancy. Each member shall be entitled to cast one vote with respect to any matter submitted for approval of, or any action to be taken
by, the Board. In the event of a tie, the Chairman of the Board or another designee of Equinix shall have a tie-breaking vote. 
 (c) The Board
may create executive, compensation, audit and such other committees as it may determine. Each such committee shall have two members, one designated by Equinix (for so long as Equinix is a 20% Shareholder) and one by RW FIP (for so long as RW FIP is
a 20% Shareholder). The designee of Equinix shall have a tie-breaking vote. 
 (d) Notwithstanding the foregoing, in the event that RW
FIP’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) exceeds Equinix’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis), the Shareholders agree that references in this
Section 2.05 to “Equinix” shall be deemed to be references to “RW FIP” and vice versa; provided, that if either Equinix or RW FIP ceases to be a 20% Shareholder, the relevant reducing Shareholder shall not have any
rights under this Section 1.05 with respect to the composition of a quorum or any committee created by the Board. 
 Section 2.06.
Shareholders’ Meetings. (a) The following matters shall be subject to deliberation at the shareholders’ meeting of the Company and in order to be passed shall require the affirmative vote of (i) Equinix (for so long as
Equinix is a 5% Shareholder), (ii) RW FIP (for so long as RW FIP is a 5% Shareholder) and (iii) the Majority Management Shareholder (for so long as the Management Shareholders, considered together, are a 5% Shareholder): 

(i) Any transaction between the Company or any of its Subsidiaries, on the one hand, and any Shareholder or any of its respective Affiliates, on the
other, other than (x) issuances of capital stock of the Company or any of its Subsidiaries, (y) any borrowings by the Company or any of its Subsidiaries from any Shareholder or any of its respective Affiliates, in each case as approved by
the Board, and (z) the Board’s determination of Fair Market Value pursuant to Section 5.03; 

  
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 (ii) Any liquidation, dissolution, commencement of bankruptcy, reorganization or similar proceedings with
respect to the Company or any of its Subsidiaries; and 
 (iii) Any modification of the business purpose of the Company. 

(b) The following matters shall be subject to deliberation at the shareholders’ meeting of the Company and in order to be passed shall require the
affirmative vote of (i) Equinix (for so long as Equinix is a 20% Shareholder) and (ii) RW FIP (for so long as RW FIP is a 20% Shareholder): 
 (i) Approval of the annual budget of the Company and its Subsidiaries (the “Annual Budget”); 
 (ii) Capital expenditures in excess of the greater of (x) the amount set forth in the Annual Budget and (y) R$20,000,000; 
 (iii) Any creation, incurrence or assumption of indebtedness of the Company or any of its Subsidiaries (x) in excess of R$10,000,000 in any fiscal year, or (y) such that aggregate indebtedness
of the Company and its Subsidiaries on a consolidated basis, at any time outstanding, exceeds R$30,000,000; 
 (iv) Any issuance of capital
stock of the Company or any of its Subsidiaries in excess of R$5,000,000 per annum excluding (x) the issuance of Shares upon the exercise of options issued pursuant to any plan or arrangement and (y) from and after May 1, 2016, in
connection with the IPO; 
 (v) The establishment of any option plan or arrangement of the Company or any of its Subsidiaries; 

(vi) Before May 1, 2016, the IPO; 
 (vii)
The declaration of any dividend on or the making of any distribution with respect to, or the redemption, repurchase or other acquisition of, any securities of the Company or any of its Subsidiaries, by the Company or any of its Subsidiaries except
as expressly permitted by this Agreement; 
 (viii) Any amendment to the Charter or any adoption of or amendment to any similar organizational
document of any of the Company’s Subsidiaries; or 
 (ix) Any acquisition or sale, transfer, lease, pledge or other disposition (whether by
merger, consolidation or other business combination transaction, or other form of transaction) by the Company or any of its Subsidiaries of any assets, businesses, interests, properties or securities, in a single transaction or a series of related
transactions, with a value in the aggregate in excess of R$5,000,000 (regardless of the form of such consideration), other than a Fundamental Transaction; provided that the Parties hereto agree that any merger or consolidation of the Company
into or with any of its Subsidiaries shall require the affirmative vote of Equinix (for so long as Equinix is a 20% Shareholder) and RW FIP (for so long as RW FIP is a 20% Shareholder) regardless of the value of such transaction. 

  
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 (c) From and after May 1, 2016, either Equinix, for so long as it is a 20% Shareholder, or RW FIP, for
so long as it is a 20% Shareholder, may solely approve the IPO. 
 (d) If Equinix and RW FIP mutually approve the IPO pursuant to
Section 2.06(b)(vi) or, from and after May 1, 2016, either RW FIP or Equinix approves the IPO pursuant to Section 2.06(c), the Shareholders shall cause the Company to make its officers available to prepare and make presentations at
any “road shows” and before analysts and rating agencies, as the case may be, and take other actions to obtain ratings for the Company Securities to be offered and the Shareholders shall use their reasonable best efforts to cooperate as
reasonably requested by the underwriters in the offering, marketing or selling of the relevant Company Securities. 
 Section 2.07.
Charter Provisions. Each Shareholder agrees to vote all of its Shares or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Charter (i) facilitates, and does not at any
time conflict with, any provision of this Agreement and (ii) permits each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement. 
 Section 2.08. Subsidiary Governance. The Shareholders agree to cause the Company to vote (or cause the voting of) the shares of the capital stock of its Subsidiaries, and each Shareholder
agrees to cause its representatives on the Board and the boards of any Subsidiary of the Company, subject to their fiduciary duties, to vote and take other appropriate action, in each case, to give effect to the agreements in this Article 2 in
respect of each Subsidiary of the Company. All restrictions that apply to the Company pursuant to this Agreement shall apply to the Company and its Subsidiaries as a consolidated group. 
 Section 2.09. RW FIP Observer. For so long as RW FIP is a 20% Shareholder, the Company will permit a representative of RW FIP who is an employee or officer thereof or of one of its Affiliates
(or any other such designee who is reasonably acceptable to Equinix) (the “Observer”) to attend all meetings of the Board and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity, and
shall provide to the Observer, concurrently with the members of the Board, and in the same manner, notice of such meetings and a copy of all materials provided to such members. 

  
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 ARTICLE 3 
 RESTRICTIONS ON TRANSFER 
 Section 3.01.
General Restrictions on Transfer. (a) Each Shareholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the terms and
conditions of this Agreement. 
 (b) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and
void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer. 
 Section 3.02. Legends. In addition to any other legend that may be required, the Company shall effect the registration of this Agreement in its Livro de Registro de Ações
Nominativas (share registry book), in substantially the following form: 
 “THE SHARES HELD BY [NAME OF THE
SHAREHOLDER] ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER, VOTING ARRANGEMENTS AND OTHER PROVISIONS SET FORTH IN THE SHAREHOLDERS’ AGREEMENT DATED OCTOBER 31, 2012. ALL TRANSFERS OF SUCH SHARES SHALL BE MADE IN ACCORDANCE WITH SUCH
SHAREHOLDERS’ AGREEMENT OR OTHERWISE SHALL BE CONSIDERED NULL AND VOID.” 
 Section 3.03. Permitted Transferees.
(a) Notwithstanding anything in this Agreement to the contrary, any Shareholder may at any time Transfer any or all of its Company Securities to one or more of its Permitted Transferees without compliance with Sections 3.04, 3.05 or Article 4,
as applicable; provided that such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto. 
 (b) If any Permitted Transferee of any Shareholder to which Company Securities have been transferred ceases to be a Permitted Transferee of such Shareholder, such Permitted Transferee shall, and such
Shareholder shall cause such Permitted Transferee to, transfer back to such Shareholder (or to another Permitted Transferee of such Shareholder) any Company Securities it owns on or prior to the date that such Permitted Transferee ceases to be a
Permitted Transferee of such Shareholder. 
 Section 3.04. Restrictions on Transfers by the Management Shareholders. 

(a) Prior to April 1, 2014, no Management Shareholder shall Transfer any of its Company Securities, except (i) to one or more of its Permitted
Transferees in accordance with Section 3.03, or (ii) in a Transfer to which both Equinix and RW FIP consent. 
 (b) From and after
April 1, 2014, no Management Shareholder shall transfer any of its Company Securities, except (i) to one or more of its Permitted Transferees in accordance with Section 3.03, (ii) in a Transfer to which both Equinix and RW FIP
consent or (iii) in a Transfer made in compliance with Sections 4.01, 4.02, 4.05 or 5.06. 

  
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 Section 3.05. Restrictions on Transfer by Equinix and RW FIP. (a) Prior to April 1,
2014, neither Equinix nor RW FIP shall Transfer any of its Company Securities, except (i) to one or more of its Permitted Transferees in accordance with Section 3.03, or (ii) in a Transfer to which Equinix (in the case of a Transfer
by RW FIP) or RW FIP (in the case of a Transfer by Equinix) consents. 
 (b) From and after April 1, 2014 through April 30, 2016,
neither Equinix nor RW FIP shall transfer any of its Company Securities, except (iii) to one or more of its Permitted Transferees in accordance with Section 3.03, (ii) in a Transfer to which Equinix (in the case of a Transfer by RW
FIP) or RW FIP (in the case of a Transfer by Equinix) consents, (iii) in an IPO or (iv) in a Transfer made in compliance with Sections 4.01, 4.02, 4.06, 5.01 or 5.02. 
 (c) The restrictions on Transfer set forth in Section 3.05(b) above shall terminate at 11:59 p.m. São Paulo time on April 30, 2016 and, from and after May 1, 2016, Equinix and RW FIP
may freely Transfer any of their Company Securities, subject to the Tag-Along Rights of the Management Shareholders pursuant to Section 4.01. 
 ARTICLE 4 
 TAG-ALONG RIGHTS;
DRAG-ALONG RIGHTS; 
 RIGHT OF FIRST
REFUSAL 
 Section 4.01. Tag-Along Rights. (a) Subject to Sections 4.01(h), 4.01(i), 4.01(j), 4.03 and 4.06, if
either Equinix or RW FIP (the “Tag-Along Seller”) proposes to Transfer any Company Securities to a Third Party (a “Tag-Along Sale”), the Tag-Along Seller shall provide each other Shareholder written notice of the
terms and conditions of such proposed Transfer (the “Tag-Along Notice”) and offer each other Shareholder the opportunity to participate in such Transfer in accordance with this Section 4.01 (the “Tag-Along
Offer”). 
 (b) The Tag-Along Notice shall identify the number and class of Company Securities proposed to be sold by the Tag-Along
Seller, the consideration for which the Transfer is proposed to be made (as determined on a Common Equivalents basis), and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any.

 (c) Each other Shareholder shall have the right (a “Tag-Along Right”), exercisable by written notice (a “Tag-Along
Response Notice”) given to the Tag-Along Seller within five Business Days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Seller include in the proposed Transfer up
to a number of Company Securities (as determined on a Common Equivalents basis) representing such Shareholder’s Tag-Along Portion (each such exercising Shareholder, a “Tagging Person”); provided that each Tagging Person
shall be entitled to include in the 

  
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Tag-Along Sale no more than its Tag-Along Portion of Company Securities (as determined on a Common Equivalents basis) and the Tag-Along Seller shall be entitled to include the number of Company
Securities (as determined on a Common Equivalents basis) proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice (reduced, to the extent necessary, so that each Tagging Person shall be able to include its Tag-Along
Portion) and such additional Company Securities as permitted by Section 4.01(f). Each Tag-Along Response Notice shall include wire transfer or other instructions for payment of any consideration for the Company Securities being transferred in
such Tag-Along Sale. Each Tagging Person shall also deliver to the Tag-Along Seller, together with its Tag-Along Response Notice, a notarized, limited power-of-attorney authorizing the Tag-Along Seller or its representative to Transfer such Company
Securities on the terms set forth in the Tag-Along Notice. Delivery of the Tag-Along Response Notice with such limited power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Person, subject to the
provisions of this Section 4.01 and Section 4.03. If at the termination of the Tag-Along Notice Period any Shareholder shall not have elected to participate in the Tag-Along Sale, such Shareholder shall be deemed to have waived its rights
under Section 4.01(a) with respect to the Transfer of its Company Securities pursuant to such Tag-Along Sale. 
 (d) If at the end of a
60-day period after delivery of such Tag-Along Notice (which 60-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer is subject to regulatory approval until the expiration of five Business Days after all such
approvals have been received, but in no event later than 90 days following receipt of the Tag-Along Notice by the Tag-Along Seller), the Tag-Along Seller has not completed the Transfer of all Company Securities proposed to be sold by the Tag-Along
Seller and all Tagging Persons on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (i) return to each Tagging Person the limited power-of-attorney that such Tagging Person delivered for
Transfer pursuant to this Section 4.01 and any other documents in the possession of the Tag-Along Seller executed by the Tagging Persons in connection with the proposed Tag-Along Sale, and (ii) all the restrictions on Transfer contained in
this Agreement or otherwise applicable at such time with respect to such Company Securities shall continue in effect. 
 (e) Promptly after the
consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify the Tagging Persons thereof, (ii) remit to each Tagging Person the total consideration for the Company Securities of such Tagging Person Transferred pursuant thereto
less such Tagging Person’s pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with Section 4.03, with the cash portion of the purchase price paid
by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag-Along Response Notice, and (iii) furnish such other evidence of the completion and the date of completion of such transfer
and the terms thereof as may be reasonably requested by the Tagging Persons. The Tag-Along Seller shall promptly remit to the Tagging Persons any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase
price. 

  
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 (f) If (i) any Shareholder declines to exercise its Tag-Along Rights or (ii) any Tagging Person
elects to exercise its Tag-Along Rights with respect to less than such Tagging Person’s Tag-Along Portion, the Tag-Along Seller shall be entitled to Transfer, pursuant to the Tag-Along Offer, a number of Company Securities held by it equal to
the number of Company Securities (as determined on a Common Equivalents basis) constituting, as the case may be, the Tag-Along Portion of such Shareholder or the portion of such Tagging Person’s Tag-Along Portion with respect to which Tag-Along
Rights were not exercised. 
 (g) Notwithstanding anything contained in this Section 4.01, there shall be no liability on the part of the
Tag-Along Seller to the Tagging Persons (other than the obligation to return any limited powers-of-attorney received by the Tag-Along Seller) or any other Person if the Transfer of Company Securities pursuant to this Section 4.01 is not
consummated for whatever reason. Whether to effect a Transfer of Company Securities pursuant to this Section 4.01 by the Tag-Along Seller is in the sole and absolute discretion of the Tag-Along Seller. If the Tag-Along Sale is not consummated,
all the restrictions on Transfer set forth in this Agreement or otherwise applicable at such time with respect to such Company Securities shall again be in full force and effect. 
 (h) The provisions of this Section 4.01 shall not apply to any proposed Transfer of Company Securities by the Tag-Along Seller (i) in a Public Offering, (ii) pursuant to Section 4.02,
Section 4.05 or Article 5, (iii) in the case of Equnix or RW FIP as the Tag-Along Seller, to the Offered Shareholder through its exercise of its right of first refusal pursuant to Section 4.06 or (iv) to a Permitted Transferee.

 (i) The Tag-Along Rights of the Management Shareholders pursuant to this Section 4.01 shall terminate upon the earlier of (i) the
IPO or (ii) the consummation of a Fundamental Transaction. 
 (j) The Tag-Along Rights of either Equinix or RW FIP vis-à-vis the
other, pursuant to this Section 4.01, shall terminate upon the earlier of (i) the IPO, (ii) the consummation of a Fundamental Transaction, or (iii) May 1, 2016. 
 Section 4.02. Drag-Along Rights. (a) Subject to Sections 4.02(g), 4.02(h), 4.02(i), 4.03 and Article 5, if Equinix (the “Drag-Along Seller”) proposes to Transfer, in a
single transaction or series of transactions, all, but not less than all, of its Shares to a Third Party (a “Drag-Along Sale”), the Drag-Along Seller may at its option (the “Drag-Along Rights”) require the other
Shareholders to, and the other Shareholders shall: (iv) Transfer all, but not less than all, of their Company Securities to such Third Party (the “Drag-Along Transferee”) (and not exercise any dissenters’ or appraisal
rights that otherwise may be available to any such other Shareholder under applicable law) and (v) if applicable, provide written notice to the Company and to the Drag-Along Seller (the “Derivative Company Securities Exercise
Notice”), pursuant to which such other Shareholder shall irrevocably commit and agree (A) to pay any and all amounts necessary to exercise, convert or exchange any securities convertible into or exchangeable for Common Stock and any
options, warrants or other rights to acquire Common Stock (the “Derivative Company Securities”) into Shares and to deliver any notices or documents as are required to effect any such exercise, conversion or exchange, (B) to
surrender any such 

  
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Derivative Company Securities for termination without any consideration for such termination, or (C) to irrevocably cancel and terminate any right to acquire Common Stock or to convert any
security into Common Stock (including, without limitation, the termination of any right applicable to any debt security to convert such security in whole or in part into Common Stock), in each case in order to effect the action set forth in clauses
(A)-(C), as applicable, concurrently with the Drag-Along Sale (a “Derivative Company Securities Exercise”). If such Shareholder holds any Derivative Company Security and fails to deliver a Derivative Company Securities Exercise
Notice no later than the fifth Business Day prior to the proposed Drag-Along Sale, then, subject to the last sentence of this Section 4.02, (x) such Shareholder shall be deemed to have elected to irrevocably terminate and cancel its right
to acquire Shares or to convert any security into Common Stock and shall cease to have any right to effect a Derivative Company Securities Exercise with respect to any of its Derivative Company Securities, (y) the Third Party purchaser shall
not be required to purchase any Shares issuable upon any Derivative Company Securities Exercise by such Shareholder, and (z) upon the consummation of the Drag-Along Sale, all such Derivative Company Securities (or, if applicable, the right
applicable to any debt security to convert such security in whole or part into Common Stock) shall terminate automatically and without any further action by any Person. If the Drag-Along Sale is not consummated with respect to any Shares acquired
upon the Derivative Company Securities Exercise, then (I) any Derivative Company Securities Exercise Notice delivered pursuant to the first sentence of this Section 4.02(a) shall be deemed to be rescinded and shall have no force and
effect, and (II) the right of such Shareholder to effect Derivative Company Securities Exercises in accordance with the terms of its Derivative Company Securities and the terms hereof shall be automatically restored without any further action
by any Person. 
 (b) If the Drag-Along Seller elects to exercise its Drag-Along Rights, the Drag-Along Seller shall provide notice of such
Drag-Along Sale to the other Shareholders (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the purchaser in the Drag-Along Sale, the
consideration for which a Transfer is proposed to be made (as determined on a Common Equivalents basis) (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. Each other Shareholder shall
be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender its Company Securities as set forth below; provided, that, in any Drag-Along Sale, the price per Share for the
Shares Transferred by any Management Shareholder shall be equal to the greater of (i) the Drag-Along Sale Price and (ii) the Management Minimum Price. 
 (c) The other Shareholders hereby grant to the Drag-Along Seller any and all necessary powers to, pursuant to the terms of article 684 of the Brazilian Civil Code, execute any and all instruments to
effect the Transfer of the Company Securities subject to the Drag-Along Sale on the terms set forth in the Drag-Along Sale Notice. Each other Shareholder, if requested by the Drag-Along Seller, not later than five Business Days prior to the proposed
Drag-Along Sale (the “Drag-Along Sale Notice Period”), shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice wire transfer or other instructions for payment of the consideration for the
Company Securities being Transferred in such Drag-Along Sale. 

  
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 (d) The Drag-Along Seller shall have a period of 120 days from the date of delivery of the Drag-Along Sale
Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice; provided that, if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the
expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such
period, the Drag-Along Seller shall return to each of the other Shareholders any documents in the possession of the Drag-Along Seller executed by such Shareholders in connection with the proposed Drag-Along Sale, and all the restrictions on Transfer
contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by such Shareholders shall again be in full force and effect. 
 (e) Promptly after the consummation of the Drag-Along Sale pursuant to this Section 4.02, the Drag-Along Seller shall notify the other Shareholders thereof, remit to each such Shareholder the total
consideration for the Company Securities of such Shareholder Transferred pursuant thereto less such Shareholder’s pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined
in accordance with Section 4.03, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Drag-Along Response Notices, and furnish such
other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the other Shareholders. The Drag-Along Seller shall promptly remit to the other Shareholders any additional
consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. 
 (f) Notwithstanding anything contained in
this Section 4.02, there shall be no liability on the part of the Drag-Along Seller to the other Shareholders (other than the obligation to return any instruments received by the Drag-Along Seller) or any other Person if the Transfer of Company
Securities pursuant to this Section 4.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. Whether to effect a Transfer of Company Securities pursuant to this
Section 4.02 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller. 
 (g) The provisions of this
Section 4.02 shall not apply to any proposed Transfer of Company Securities by the Drag-Along Seller in a Public Offering. 
 (h) The
Drag-Along Rights of Equinix against the Management Shareholders pursuant to this Section 4.02 shall terminate upon the earlier of (i) the IPO or (ii) the consummation of a Fundamental Transaction. 

(i) The Drag-Along Rights of Equinix against RW FIP pursuant to this Section 4.02 shall terminate upon the earlier of (i) the IPO,
(ii) the consummation of a Fundamental Transaction, or (iii) May 1, 2016. 

  
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 Section 4.03. Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding
anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions:

 (a) Upon the consummation of such Tag-Along Sale or Drag-Along Sale, Section 1.06 all of the Shareholders participating therein will
receive the same form and amount of consideration as determined on a Common Equivalents basis; provided that any consideration for any services, such as placement or transaction fees, investment banking or investment advisory fees payable to
the Tag-Along Seller or Drag-Along Seller, as the case may be, or any related Person in connection with such transaction, or any consideration for any additional agreements entered into in connection with such transaction, such as non-competition
agreements, shall be included in the amount of consideration, and Section 1.07 if any Shareholders are given an option as to the form and amount of consideration to be received, all Shareholders participating therein will be given the same
option; 
 (b) Each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities (as
determined on a Common Equivalents basis) Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by
the Company or another Person; and 
 (c) Each Shareholder Section 1.08 shall make such representations, warranties and covenants, provide
such indemnities and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that if the Shareholders are required to provide any representations or indemnities in connection
with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or
agreement), liability for misrepresentation or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company
Securities (as determined on a Common Equivalents basis) Transferred) of any liability for misrepresentation or indemnity, Section 1.09 shall benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or
Drag-Along Seller, as the case may be, and Section 1.10 shall be required to bear its proportionate share of any escrows, holdbacks or adjustments in purchase price. 
 Section 4.04. Fundamental Transactions. Subject to Article 5, in the event that the Company proposes to effect (i) a sale, lease, transfer, conveyance or other disposition, in a single
transaction or a series of transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole or (ii) a merger, consolidation or other business combination transaction or series of transactions (other


  
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than a Drag-Along Sale) the result of which is that any Person or group of Persons, other than Equinix or any of its Affiliates (or a group containing any of them), becomes the owner, directly or
indirectly, of more than 50% of the voting power of the outstanding voting stock of the Company (each transaction described in clauses (i) and (ii), a “Fundamental Transaction”), each other Shareholder agrees it will take
all actions requested by the Company that may be necessary or desirable to consummate such Fundamental Transaction, including, if applicable, to vote in favor of such Fundamental Transaction, to waive any dissenters’ or appraisal rights in
connection therewith and, if such Fundamental Transaction is structured as a transaction the approval of which requires a vote of shareholders, to deliver an executed proxy, which shall be coupled with an interest and shall be irrevocable,
authorizing Equinix to vote such Shareholder’s Company Securities in favor of such Fundamental Transaction. Each other Shareholder shall also, to the extent applicable, (A) make such representations, warranties and covenants, provide such
indemnities and enter into such definitive agreements as are customary for transactions of the nature of the Fundamental Transaction; provided that if such Shareholders are required to provide any representations or indemnities in connection
with such Fundamental Transaction (other than representations and indemnities concerning each other Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Fundamental Transaction without
contravention of any law or agreement), liability for misrepresentation or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share
(based on the number of Company Securities (as determined on a Common Equivalents basis) Transferred pursuant to such Fundamental Transaction) of any liability for misrepresentation or indemnity, (B) benefit from all of the same provisions of
the definitive agreements as Equinix, and (C) be required to bear its pro rata share (based on the number of Company Securities (as determined on a Common Equivalents basis) Transferred pursuant to such Fundamental Transaction) of any
escrows, holdbacks or adjustments in purchase price. 
 Section 4.05. Right of First Refusal on Management Shareholders’ Transfers.
Section 1.11 If, at any time from and after April 1, 2014, a Management Shareholder (the “Management Seller”) receives from or otherwise negotiates with a Third Party an offer to purchase any or all of such Management
Seller’s Company Securities (an “Offer”) and intends to pursue the Transfer of such Company Securities to such Third Party, such Management Seller shall give notice (an “Offer Notice”) to both Equinix and
RW FIP that such Management Seller desires to accept the Offer and that sets forth the number and kind of Company Securities (the “Offered Securities”), the price per Share that such Management Seller proposes to be paid for such
Offered Securities (the “Offer Price”) and all other material terms and conditions of the Offer. 
 (b) The giving of an Offer
Notice to Equinix and RW FIP shall constitute an offer by such Management Seller to Transfer any or all of the Offered Securities, in whole or in part, to Equinix and RW FIP at the Offer Price and on the other terms set forth in the Offer Notice.
Such offer shall be irrevocable for 20 Business Days after receipt of such Offer Notice by each of Equinix and RW FIP, and may be accepted by Equinix and/or RW FIP giving an irrevocable notice of acceptance to such Management Seller prior to the
expiration of such 20 Business Day period that specifies the number or 

  
 24 









 
aggregate principal amount of Offered Securities that such Shareholder desires to purchase (not to exceed its ROFR Portion); provided that failure of Equinix or RW FIP to send such notice
of acceptance prior to the expiration of such 20 Business Day period shall be deemed to be an election by such Shareholder to not exercise its right of first refusal with respect to the Offer specified in such Offer Notice. If the Offer Notice
specifies (i) a form of consideration other than cash, a cash equivalent or a promissory note, the offer may be accepted by Equinix and/or RW FIP for a payment, in lieu of such form of consideration, of cash in an amount equal to the fair
market value of such consideration (provided that Equinix and RW FIP shall not both be obligated to pay the same form of consideration), and (ii) a form of consideration consisting of a promissory note, the promissory note of Equinix and/or RW
FIP shall be deemed the equivalent of the promissory note specified in the Offer Notice. 
 (c) If both Equinix and RW FIP exercise their right
of first refusal pursuant to this Section 4.05, each shall purchase the number of the Offered Securities up to its ROFR Portion as specified in its irrevocable notice of acceptance. 
 (d) In the event either Equinix or RW FIP either (x) elects to not exercise its right of first refusal with respect to its full ROFR Portion of the Offered Securities pursuant to this
Section 4.05 or (y) does not send a notice of acceptance prior to the expiration of such 20 Business Day period pursuant to Section 4.05(b) (in each case, the “Non-Exercising Shareholder”), the Management Seller
shall, within two Business Days after the expiration of the 20 Business Day period mentioned in Section 4.05(b), notify (i) Equinix, if RW FIP is the Non-Exercising Shareholder, and Equinix shall have five Business Days thereafter to
notify the Management Seller whether or not it elects to exercise the right of first refusal in respect to any or all of the Offered Securities (without giving effect to its ROFR Portion), or (ii) RW FIP, if Equinix is the Non-Exercising
Shareholder, and RW FIP shall have five Business Days thereafter to notify the Management Seller whether or not it elects to exercise its right of first refusal in respect to any or all of the Offered Securities (without giving effect to its ROFR
Portion). 
 (e) If Equinix and/or RW FIP exercises its right of first refusal pursuant to this Section 4.05, it shall purchase and pay for
the Offered Securities accepted in its right of first refusal pursuant to Sections 4.05(c) and (d), as applicable, within 20 Business Days after the date on which the right of first refusal has been exercised in respect to such Offered Securities;
provided that, if the Transfer of such Offered Securities is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall be extended until the Management ROFR Outside Date (as defined below).

 (f) Upon the earlier to occur of (i) full rejection of the offer by both Equinix and RW FIP, (ii) the expiration of the 20 Business
Day period without Equinix and RW FIP electing to purchase any of the Offered Securities, (iii) the expiration of the five Business Day period following a delivery of notice by the Management Seller pursuant to Section 4.05(d) without
either Equinix or RW FIP, as the case may be, electing to purchase any or all of the Offered Securities (without giving effect to its ROFR Portion) or (iv) the failure to obtain any required consent or regulatory approval for the purchase of
the Offered Securities by Equinix and RW FIP within 180 days of full acceptance of the offer, the Management 

  
 25 









 
Seller shall have a 90-day period during which to effect a Transfer to the Third Party making the Offer of any or all of the remaining Offered Securities on substantially the same or more
favorable (as to the Management Seller) terms and conditions as were set forth in the Offer Notice at a price not less than the Offer Price; provided that (x) such Third Party shall have agreed in writing to be bound by the terms of this
Agreement and, (y) the Transfer to such Third Party is not in violation of applicable federal, state or foreign securities laws; provided, further, that, if the Transfer is subject to regulatory approval, such 90-day period shall
be extended until the expiration of five Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 90 days without the consent of the other Shareholders
(the “Management ROFR Outside Date”). If the Management Seller does not consummate the Transfer of the Offered Securities in accordance with the foregoing time limitations, then the right of such Management Seller to Transfer
such Offered Securities shall terminate and the Management Seller shall again comply with the procedures set forth in this Section 4.05 with respect to any proposed Transfer of Company Securities to a Third Party. 

(g) The provisions of this Section 4.05 shall terminate upon the earlier of (i) the IPO and (ii) the consummation of a Fundamental
Transaction. 
 Section 4.06. Right of First Refusal on Equinix’s and RW FIP’s Transfers. (a) Subject to Article 5,
if, at any time from and after April 1, 2014, either Equinix or RW FIP (the “Selling Shareholder”) receives from or otherwise negotiates with a Third Party an offer to purchase any or all of such Selling Shareholder’s
Company Securities (an “Offer to the Selling Shareholder”) and intends to pursue the Transfer of such Company Securities to such Third Party, such Selling Shareholder shall give notice (an “Selling Shareholder Offer
Notice”) to RW FIP or Equinix, respectively (the “Offered Shareholder”), that such Selling Shareholder desires to accept the Offer to the Selling Shareholder and that sets forth the number and kind of Company Securities
(the “Selling Shareholder Offered Securities”), the price per Share that such Selling Shareholder proposes to be paid for such Selling Shareholder Offered Securities (the “Selling Shareholder Offer Price”) and all
other material terms and conditions of the Offer to the Selling Shareholder. 
 (b) The giving of a Selling Shareholder Offer Notice to the
Offered Shareholder shall constitute an offer by such Selling Shareholder to Transfer any or all of the Selling Shareholder Offered Securities, in whole or in part, to the Offered Shareholder, at the Selling Shareholder Offer Price and on the other
terms set forth in the Selling Shareholder Offer Notice. Such offer shall be irrevocable for 20 Business Days after receipt of such Selling Shareholder Offer Notice by the Offered Shareholder, and may be accepted by the Offered Shareholder giving an
irrevocable notice of acceptance to such Selling Shareholder prior to the expiration of such 20 Business Day period that specifies the number or aggregate principal amount of Selling Shareholder Offered Securities that the Offered Shareholder
desires to purchase, provided that failure of the Offered Shareholder to send such notice of acceptance prior to the expiration of such 20 Business Day period shall be deemed to be an election by the Offered Shareholder to not exercise the
right of first refusal with respect to the Offer to the Selling Shareholder specified in such Selling Shareholder Offer Notice. If the Selling Shareholder Offer Notice specifies (i) a 

  
 26 









 
form of consideration other than cash, a cash equivalent or a promissory note, the offer may be accepted by the Offered Shareholder, for a payment, in lieu of such form of consideration, of cash
in an amount equal to the fair market value of such consideration, and (ii) a form of consideration consisting of a promissory note, the promissory note of the Offered Shareholder shall be deemed the equivalent of the promissory note specified
in the Selling Shareholder Offer Notice. 
 (c) If the Offered Shareholder exercises its right of first refusal pursuant to this
Section 4.06, it shall purchase and pay for the Selling Shareholder Offered Securities accepted in its irrevocable notice of acceptance within 20 Business Days after the date on which the right of first refusal has been exercised in respect to
such Selling Shareholder Offered Securities; provided that, if the Transfer of such Selling Shareholder Offered Securities is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall be
extended until the RW FIP ROFR Outside Date (as defined below). 
 (d) Upon the earlier to occur of (ii) full rejection of the offer by the
Offered Shareholder, (ii) the expiration of the 20 Business Day period without the Offered Shareholder electing to purchase any of the Selling Shareholder Offered Securities, or (iii) the failure to obtain any required consent or
regulatory approval for the purchase of the Selling Shareholder Offered Securities by the Offered Shareholder within 180 days of full acceptance of the offer, the Selling Shareholder shall have a 90-day period during which to effect a Transfer to
the Third Party making the Offer to the Selling Shareholder of any or all of the remaining Selling Shareholder Offered Securities on substantially the same or more favorable (as to the Selling Shareholder) terms and conditions as were set forth in
the Selling Shareholder Offer Notice at a price not less than the Selling Shareholder Offer Price; provided that (x) such Third Party shall have agreed in writing to be bound by the terms of this Agreement and, (y) the Transfer to
such Third Party is not in violation of applicable federal, state or foreign securities laws; provided, further, that, if the Transfer is subject to regulatory approval, such 90-day period shall be extended until the expiration of five
Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 90 days without the consent of the other Shareholders (the “RW FIP ROFR Outside Date”). If
the Selling Shareholder does not consummate the Transfer of the Selling Shareholder Offered Securities in accordance with the foregoing time limitations, then the right of such Selling Shareholder to Transfer such Selling Shareholder Offered
Securities shall terminate and the Selling Shareholder shall again comply with the procedures set forth in this Section 4.06 with respect to any proposed Transfer of Company Securities to a Third Party. 

(e) The provisions of this Section 4.06 shall terminate upon the earlier of (i) the IPO, (ii) the consummation of a Fundamental
Transaction and (iii) May 1, 2016. 

  
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 ARTICLE 5 
 CALL OPTION; PUT OPTION 

Section 5.01. Equinix Call Option. (a) RW FIP hereby grants to Equinix an irrevocable option (the “Call Option”) to
purchase all, but not less than all, of the Shares now owned or hereafter acquired by RW FIP (the “Call Shares”) at the Call Price (as defined below), and otherwise upon the terms and conditions set forth in this Section 5.01.
Equinix may exercise the Call Option (i) during an Option Exercise Period, and (ii) during a Call Option Exercise Period, by delivering a written notice to RW FIP during such Option Exercise Period or Call Option Exercise Period (the
“Call Option Exercise Notice”). 
 (b) Promptly after delivery of the Call Option Exercise Notice, the Shareholders shall cause
Fair Market Value to be determined pursuant to Section 5.03. 
 (c) The closing (the “Call Option
Closing”) of the purchase and sale of the Call Shares shall occur no later than the 15th Business Day after determination of Fair Market Value. At the Call Option Closing, which shall be at a place and time reasonably selected by Equinix, (i) RW FIP shall (A) if applicable, effect
the Derivative Company Securities Exercise pursuant to Section 5.05, (B) Transfer the Call Shares to Equinix free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature
other than those imposed under this Agreement or securities laws, by executing and delivering to Equinix such instruments of transfer as shall reasonably be requested by Equinix and (C) make such representations, warranties and covenants,
provide such indemnities and enter into such definitive agreements with respect to RW FIP as are customary for such a Transfer (including representations with respect to RW FIP’s title to the Call Shares and authority, power and right to enter
into and consummate the Transfer without contravention of any law or agreement), and (ii) Equinix shall purchase the Call Shares for the Call Price, payable in cash, minus any applicable tax withholdings. RW FIP hereby grants to Equinix any and
all necessary powers to, pursuant to the terms of article 684 of the Brazilian Civil Code, execute any and all instruments to effect the Transfer of the Call Shares, after payment of the Call Price, minus any applicable tax withholdings, for each
Call Share. 
 (d) The “Call Price” for the Call Shares to be purchased pursuant to the Call Option shall be equal to:

 (i) for all RW FIP Closing Shares, the greater of (x) the aggregate Fair Market Value of such Shares and (y) the Minimum Call
Price; and 
 (ii) for all other Shares held by RW FIP, the aggregate Fair Market Value of such Shares. 

Section 5.02. RW FIP Put Option. (a) Equinix hereby grants to RW FIP an irrevocable option (the “Put Option”) to
require Equinix to purchase all, but not less than all, of the Shares now owned or hereafter acquired by RW FIP (the “Put Shares”) at the Put Price (as defined below), and otherwise upon the terms and conditions set forth in this
Section 5.02. RW FIP may exercise the Put Option (i) during an Option Exercise Period, and (ii) during a Put Option Exercise Period, by delivering a written notice to Equinix during such Option Exercise Period or Put Option Exercise
Period (the “Put Option Exercise Notice”). 

  
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 (b) Promptly after delivery of the Put Option Exercise Notice, the Shareholders shall cause Fair Market
Value to be determined pursuant to Section 5.03. 
 (c) Subject to Section 5.02(e), the closing (the “Put
Option Closing”) of the purchase and sale of the Put Shares shall occur no later than the 30th calendar day after determination of Fair Market Value (or, if such day is not a Business Day, the next succeeding Business Day); provided, that if the aggregate amount payable by Equinix in settlement of
the Put Option or, if the Management Put Option (as defined below) is exercised, the aggregate amount payable by Equinix in settlement of both the Put Option and the Management Put Option is greater than the amount in Brazilian Reais equivalent to
US$250,000,000, Equinix may, at its option, extend such 30 calendar day period by up to an additional 90 calendar days. At the Put Option Closing, which shall be at a place and time reasonably selected by Equinix, (i) RW FIP shall (A) if
applicable, effect the Derivative Company Securities Exercise pursuant to Section 5.05, and (B) Transfer the Put Shares to Equinix free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and
options of whatever nature other than those imposed under this Agreement or applicable securities laws, by executing and delivering to Equinix such instruments of transfer as shall reasonably be requested by Equinix, and (C) make such
representations, warranties and covenants, provide such indemnities and enter into such definitive agreements with respect to RW FIP as are customary for such a Transfer (including representations with respect to RW FIP’s title to the Put
Shares and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement), and (ii) Equinix shall purchase the Put Shares for the Put Price, payable in cash, minus any applicable tax
withholdings. 
 (d) The “Put Price” for the Put Shares to be purchased pursuant to the Put Option shall be equal to:

 (i) For all RW FIP Closing Shares, the greater of (x) the aggregate Fair Market Value of such Shares and (y) the Minimum Put Price.

 (ii) For all other Shares held by RW FIP, the aggregate Fair Market Value of such Shares. 

(e) Notwithstanding anything to the contrary in this Section 5.02, in no event shall Equinix be required to purchase the Put Shares upon RW
FIP’s exercise of the Put Option if (x) (I) RW FIP exercises the Put Option at any time during the period beginning on April 1 and ending on April 30 of each of 2014 and 2015, and (II) Equinix determines that its payment of
the aggregate amount payable by Equinix in settlement of the Put Option or, if the Management Put Option is exercised, its payment of the aggregate amount payable by Equinix in settlement of both the Put Option and the Management Put Option (the
“Put Settlement”), would cause Equinix to default in the performance of or to breach any covenant set forth on Schedule 5.02(e), or (y) (I) RW FIP exercises the Put Option at any time, and (II) Equinix determines that the
Put Settlement would cause a violation of applicable law, as determined by Equinix based upon the advice of counsel from a nationally recognized law firm, and in each case 

  
 29 









 
Equinix delivers a written objection notice (the “Put Objection Notice”) to RW FIP within 15 Business Days of such determination. If Equinix determines that the Put Settlement
would cause Equinix to default in the performance of or to breach any covenant or agreement set forth on Schedule 5.02(e) and delivers the Put Objection Notice, the right of Equinix to postpone the Put Settlement on such grounds pursuant to this
Section 5.02(e) shall terminate at 11:59 p.m. São Paulo Time on March 31 of the calendar year immediately succeeding Equinix’s delivery of the Put Objection Notice and, from and after April 1 of such calendar year, Equinix
shall be required to purchase the Put Shares upon RW FIP’s exercise of the Put Option, as provided in Section 5.02(a) through (d). For the avoidance of doubt, Equinix shall not be required to purchase the Put Shares at any time if counsel
from a nationally recognized law firm advises Equinix that the Put Settlement would cause a violation of applicable law. Equinix represents and warrants that (i) as of the date of this Agreement, the execution, delivery and performance of this
Agreement will not cause Parent to default in the performance of or to breach any covenant set forth on Schedule 5.02(e), and (ii) if RW FIP were to exercise its Put Option on the date of this Agreement, Parent would not be in default in the
performance of, and would not be in breach of, any covenant set forth on Schedule 5.02(e). 
 Section 5.03. Determination of Fair Market
Value. (a) Promptly after delivery of a Call Option Exercise Notice or a Put Option Exercise Notice, as applicable, representatives of Equinix and RW FIP shall meet in good faith to agree on Fair Market Value. 

(b) As used in Articles 2 and 5, “Fair Market Value” means, with respect to any Call Share or Put Share, as applicable, the price at the
date of the Call Option Exercise Notice or the Put Option Exercise Notice, as applicable, at which such Call Share or Put Share, as applicable, could be sold in an arm’s-length transaction between a willing and able buyer and a willing and able
seller, neither of which is an Affiliate of the other and neither of which is under any compulsion to buy or to sell, with the expectation of concluding the purchase and sale within a reasonable time, which price shall be based on what comparable,
publicly-listed and widely-held companies are trading at in the Brazilian and U. S. financial markets at that time, assuming that (A) there is a public market for the Shares in which there is a fully distributed volume of securities freely
available for trading and (B) there is no minority or illiquidity discount attributable to the Shares. 
 (c) Subject to the foregoing
definition, if Equinix and RW FIP are not able to agree on Fair Market Value within ten Business Days of delivery of the Call Option Exercise Notice or the Put Option Exercise Notice, as applicable, the following procedures shall apply: 

(i) Each of Equinix and RW FIP will, within 15 Business Days of delivery of the Call Option Exercise Notice or the Put Option Exercise Notice, as
applicable, appoint an internationally recognized investment bank to determine Fair Market Value. The fees and expenses of each investment bank will be borne by the Company. 

  
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 (ii) Each investment bank will, within ten Business Days of the appointment of the second investment bank to
be appointed notify both Equinix and RW FIP in writing of its determination of Fair Market Value, setting forth, in reasonable detail, the basis for such determination. If the difference between the two determinations of Fair Market Value is less
than 10% of the lower value, Fair Market Value will be deemed to be the average of the two values. In all other cases, within five Business Days, the Parties’ two investment banks will jointly select a third internationally recognized
investment bank and will notify the third investment bank in writing of their respective determinations of Fair Market Value. 
 (iii) The third
investment bank will, within ten Business Days of its appointment, determine which of the Parties’ estimation of Fair Market Value is closest to the actual Fair Market Value of the Call Securities or the Put Securities, as applicable, and such
Party’s estimation shall be deemed to be Fair Market Value for all purposes under this Agreement. The fees and expenses of the third investment bank will be borne by the Party whose estimation of Fair Market Value was not determined to be
closest to the actual Fair Market Value of the Call Securities or the Put Securities. 
 (iv) The determination of Fair Market Value in
accordance with this Section 5.03 shall be final, binding and conclusive upon each Shareholder. Each Shareholder will share with the other Shareholder any information it or its Affiliates provide to any of the investment banks and will not
communicate, and will prevent its Affiliates from communicating, with the third investment bank without giving the other Shareholder a reasonable opportunity to be present or otherwise participate in such communication. 

(v) All the investment banks involved in determining Fair Market Value shall be compensated by way of a fixed fee. Under no circumstances shall any
participant in the determination of Fair Market Value be permitted to receive any form of incentive-based compensation for its services hereunder. 
 Section 5.04. Pledge of Shares. Equinix pledges its Shares in favor of RW FIP, for purposes of guaranteeing the full payment of the Put Price pursuant, and subject to the terms and conditions
of Section 5.02, by executing the share pledge agreement attached hereto as Schedule 5.04(a). 
 Section 5.05. Derivative Company
Securities Exercise. Promptly following the determination of Fair Market Value as required by Section 5.01(b) or Section 5.02(c), but in any case no later than the fifth Business Day preceding the Call Option Closing or the Put Option
Closing, as applicable, RW FIP shall deliver a Derivative Company Securities Exercise Notice to the Company and to Equinix, pursuant to which RW FIP shall irrevocably commit and agree to effect a Derivative Company Securities Exercise concurrently
with the Call Option Closing or the Put Option Closing, as applicable. Promptly following the delivery of its Derivative Company Securities Exercise Notice, RW FIP shall execute any other documents and agreements requested by the Company or Equinix
to effect such Derivative Company Securities Exercise. For the avoidance of doubt, any Shares issued pursuant to any Derivative Company Securities Exercise by RW FIP shall be Call Shares or Put Shares, as applicable, for all purposes of this 0. If
RW FIP holds any Derivative Company Security and fails to deliver a Derivative Company Securities Exercise Notice no later than the fifth Business Day preceding the Call Option Closing or the 


  
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Put Option Closing, then, subject to the last sentence of this Section 5.05, (A) RW FIP shall be deemed to have elected to irrevocably terminate and cancel its right to acquire Shares
or to convert any security into Common Stock and shall cease to have any right to effect a Derivative Company Securities Exercise with respect to any of its Derivative Company Securities, (B) Equinix shall not be required to purchase any Shares
issuable upon any Derivative Company Securities Exercise by RW FIP, and (C) upon the consummation of the Call Option Closing or the Put Option Closing, as applicable, all such Derivative Company Securities (or, if applicable, the right
applicable to any debt security to convert such security in whole or part into Common Stock) shall terminate automatically and without any further action by any Person. If the Call Option Closing or the Put Option Closing, as applicable, is not
consummated with respect to any Shares acquired upon the Derivative Company Securities Exercise, then (y) any Derivative Company Securities Exercise Notice delivered by RW FIP pursuant to the first sentence of this Section 5.05 shall be
deemed to be rescinded and shall have no force and effect, and (z) the right of RW FIP to effect Derivative Company Securities Exercises in accordance with the terms of its Derivative Company Securities and the terms hereof shall be
automatically restored without any further action by any Person. 
 Section 5.06. Management Shareholders Options. (a) The
Management Shareholders hereby grant to Equinix an irrevocable option (the “Call Option on Management”) to purchase all, but not less than all, of their Shares (the ”Management Call Shares”), and Equinix hereby
grants to the Management Shareholders an irrevocable option (the “Management Put Option”) to require Equinix to purchase all, but not less than all, of their Shares (the “Management Put Shares”), in each case
whether now owned or hereafter acquired by the Management Shareholders, at a price equal to the Management Call Price or the Management Put Price, as applicable, and otherwise on the terms and conditions set forth in this Section 5.06.

 (b) If Equinix exercises the Call Option pursuant to Section 5.01(a) or RW FIP exercises the Put Option pursuant to
Section 5.02(a), Equinix shall provide the Management Shareholders with prompt written notice of the terms and conditions of the Call Option or Put Option exercise, as applicable, and, at any time prior to the fifth Business Day after
determination of Fair Market Value: 
 (i) Equinix may exercise the Call Option on Management by delivering written notice to the Management
Shareholders (such notice, a “Management Call Option Exercise Notice”); and 
 (ii) The Majority Management Shareholders
may exercise the Management Put Option by delivering written notice to Equinix (such notice, a “Management Put Option Exercise Notice”). 

  
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 (c) The “Management Call Price” for the Management Call Shares to be purchased from such
Management Shareholders pursuant to the Call Option on Management shall equal the aggregate price for such Shares calculated as set forth below. 
 (i) For the Management Signing Shares, the price per Share shall be (x) if the Call Price determined pursuant to Section 5.01(d) is Fair Market Value, its Fair Market Value; or (y) if the
Call Price determined pursuant to Section 5.01(d) is the Minimum Call Price, the greater of (A) the Management Minimum Price and (B) the price that implies an Internal Rate of Return to the Common Stock Purchase Price (as adjusted for
any share dividends, share subdivisions, combinations, consolidations and similar changes, and taking into account any cash dividends, distributions, repurchases or recapitalizations) from the Closing Date to the date of the Call Option Exercise
Notice equal to the sum of (I) the Internal Rate of Return on the Common Stock Purchase Price implied by its Fair Market Value plus (II) (1) in 2014, 2% per annum, (2) in 2015, 1% per annum and (3) in 2016, 0%
per annum; and 
 (ii) For all other Shares held by the Management Shareholders, the price per Share shall be its Fair Market Value. 

(d) The “Management Put Price” for the Management Put Shares to be purchased from such Management Shareholders pursuant to the
Management Put Option shall equal the aggregate price for such Shares calculated as set forth below. 
 (i) For the Management Signing Shares,
the price per Share shall be (x) if the Put Price determined pursuant to Section 5.02(d) is Fair Market Value, its Fair Market Value; or (y) if the Put Price determined pursuant to Section 5.02(d) is the Minimum Put Price, the
greater of (A) the Management Minimum Price and (B) the price that implies an Internal Rate of Return to the Common Stock Purchase Price (as adjusted for any share dividends, share subdivisions, combinations, consolidations and similar
changes, and taking into account any cash dividends, distributions, repurchases or recapitalizations) from the Closing Date to the date of the Put Option Exercise Notice equal to the sum of (I) the Internal Rate of Return on the Common Stock
Purchase Price implied by its Fair Market Value plus (II) (1) in 2014, 2% per annum, (2) in 2015, 1% per annum and (3) in 2016, 0% per annum; and 
 (ii) For all other Shares held by the Management Shareholders, the price per Share shall be its Fair Market Value. 
 (e) The closing of the purchase and sale of the Management Call Shares or the Management Put Shares, as applicable (the “Management Option Closing”), shall be made at the Call Option
Closing or the Put Option Closing, as applicable, or as promptly as practicable thereafter. At the Management Option Closing, (i) the Management Shareholders shall Transfer the Management Call Shares or the Management Put Shares, as applicable,
to Equinix free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement and those imposed as a result of applicable state or foreign
securities laws, by executing and delivering to Equinix such instruments of transfer as shall reasonably be requested by Equinix, and shall make such representations, warranties and covenants, providing such indemnities and entering into such
definitive agreements as are customary for such a Transfer, and (ii) Equinix shall purchase the Management Call Shares or the Management Put Shares, as applicable, for the Management Call Price or the Management Put Price, as applicable,
payable in cash, minus any applicable tax withholdings. 

  
 33 









 
Management Shareholders hereby grant to Equinix any and all necessary powers to, pursuant to the terms of article 684 of the Brazilian Civil Code, execute any and all instruments to effect the
Transfer of the Management Call Shares, after payment of the Management Call Price. 
 (f) Promptly following the delivery of the Management
Call Option Exercise Notice or the Management Put Option Exercise Notice, as applicable, but in any case no later than the fifth Business Day preceding the Management Option Closing, each Management Shareholder shall deliver a Derivative Company
Securities Exercise Notice to the Company and to Equinix, pursuant to which each such Management Shareholder shall irrevocably commit and agree to effect a Derivative Company Securities Exercise concurrently with the Management Option Closing. The
terms of Section 5.05 shall apply to such Derivative Company Securities Exercise mutatis mutandis, with references therein to “RW FIP” deemed to be references to such Management Shareholder for purposes hereof. 

(g) Notwithstanding anything to the contrary in this Section 5.06, in no event shall the Majority Management Shareholders exercise the Management
Put Option, and in no event shall Equinix be required to purchase the Management Put Shares upon the Management Shareholders’ exercise of the Management Put Option if, with respect to the relevant Option Exercise Period, Equinix has prevented
settlement of the Put Option pursuant to Section 5.02(e). 
 ARTICLE 6 

PARENT GUARANTEE; RIVERWOOD SPONSORS COVENANT 

Section 6.01. Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably guarantees to RW FIP the due and punctual
performance and discharge of the obligation of Equinix to purchase the Put Shares pursuant and subject to the terms and conditions of Section 5.02 (the “Obligations”); provided that notwithstanding anything to the
contrary contained in this Agreement, in no event shall Parent’s aggregate liability to pay cash pursuant to this Section 6.01 exceed US$100,000,000 (the “Guarantee Cap”). The guarantee provided by Parent pursuant to this
Section 6.01 is a guarantee of payment, not collection, and a separate action may be brought and prosecuted against Parent to enforce this Section 6.01, irrespective of whether any action is brought against Equinix or any other Person or
whether Equinix or any other Person is joined in any such action or actions. 
 (a) RW FIP shall not be obligated to file any claim relating to
the Obligations in the event that Equinix becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of RW FIP to so file shall not affect Parent’s obligations under this Section 6.01. In the event that any
payment to RW FIP in respect of any Obligation is rescinded or must otherwise be returned for any reason, Parent shall remain liable hereunder with respect to the Obligations as if such payment had not been made. 

(b) Parent hereby expressly waives any and all rights or defenses arising by reason of any law, notice, contract or equitable defense, including all
suretyship defenses generally with respect to this Section 6.01. 

  
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 Section 6.02. Parent Share Settlement. Parent further covenants and agrees that, if the amount
of the Obligations (the “Default Amount”) exceeds the Guarantee Cap, Parent shall deliver Shares or shares of Parent’s common stock (the “Parent Shares”), at RW FIP’s election, in exchange for the balance
of the Default Put Shares (as defined below), in accordance with Section 6.03. For the avoidance of doubt, if the Default Amount exceeds the Guarantee Cap, RW FIP may require Parent to satisfy the amount of such excess by delivering either
Shares or Parent Shares, but not a combination of Shares and Parent Shares. 
 Section 6.03. Procedures. (a) If Equinix fails
to purchase any or all of the Put Shares pursuant to and subject to the terms and conditions of Section 5.02 (a “Default” and such Put Shares, the “Default Put Shares”), then RW FIP, by delivering written
notice to Parent while such a Default is continuing (such notice, a “Default Notice”), may require Parent to purchase such Default Put Shares as provided in this Section 6.03. The Default Notice shall describe Equinix’s
Default, state the number of Default Put Shares and the Put Price as determined pursuant to Section 5.02(d). Parent shall deliver to RW FIP cash, or a mixture of cash and Shares or Parent Shares, as applicable, in satisfaction of payment of the
Put Price for the Default Put Shares no later than (i) if (A) the Default Amount does not exceed the Guarantee Cap or (B) if the Default Amount exceeds the Guarantee Cap and RW FIP elects to receive Shares in satisfaction of the
excess, the 15th Business day after delivery of such Default Notice or (ii) if the Default Amount exceeds the Guarantee Cap and RW FIP elects to receive Parent Shares in satisfaction of the excess, the 40th Trading Day after delivery of such
Default Notice (the date of such delivery, the “Default Put Closing”). If the common stock of Parent is traded on a United States or foreign securities exchange, reported through an established United States or foreign
over-the-counter trading system or otherwise traded over the counter, the Parent Shares delivered to RW FIP shall be similarly listed or made eligible for quotation. Parent shall use its reasonable best efforts to ensure that the Parent Shares
delivered to RW FIP are freely tradeable under U.S. securities laws (which, if required, shall include registering the Parent Shares under the U.S. Securities Act of 1933, as amended; provided that RW FIP and the RW FIP Sponsors shall reasonably
cooperate in order to effect such registration). Notwithstanding anything to the contrary herein, if, at the date of the Default Put Closing, the Parent Shares are not traded on a United States or foreign securities exchange, reported through an
established United States or foreign over-the-counter trading system or otherwise traded over the counter, RW FIP shall have the right to elect to receive the Shares in place of the Parent Shares pursuant to this Section 6.03. 

(b) Parent and RW FIP shall conduct the Default Put Closing on the terms and subject to the conditions of the Put Closing, as set forth in
Section 5.02; provided that Parent shall: 
 (i) Deliver to RW FIP cash in an amount equal to the lesser of (A) the Default Amount and
(B) the Guarantee Cap, in exchange for the number of Default Put Shares equal to the aggregate cash amount paid by Parent divided by Fair Market Value; and, 
 (ii) If the Default Amount exceeds the aggregate cash amount paid by Parent pursuant to Section 6.03(b)(i), Parent shall also deliver a number of Shares or Parent Shares, as applicable, equal to
(A) (I) the Default Amount minus (II) the aggregate cash amount paid by Parent pursuant to Section 6.03(b)(i) divided by (B) the Share Price, in exchange for the balance of the Default Put Shares. The “Share
Price” means, (x) with respect to the Shares, Fair Market Value and (y) with respect to the Parent Shares, Adjusted VWAP. 

  
 35 









 Section 6.04. Riverwood Sponsors Covenant. Riverwood Sponsors shall use their reasonable best
efforts to cause RW FIP, its Permitted Transferees and their Affiliates, to take, or cause to be taken, all actions necessary to perform RW FIP’s covenants, agreements and obligations pursuant to this Agreement of RW FIP. 

ARTICLE 7 

CERTAIN COVENANTS AND AGREEMENTS 

Section 7.01. Confidentiality. (a) Each Shareholder agrees that Confidential Information furnished and to be furnished to it has been
and may in the future be made available in connection with such Shareholder’s investment in the Company. Each Shareholder agrees that it shall, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause
0 below to, at all times keep confidential such Confidential Information and not disclose any Confidential Information to any Person, except that Confidential Information may be disclosed: 
 (i) To such Shareholder’s Representatives (as defined below) in the normal course of the performance of their duties or to any financial institution providing credit to such Shareholder; 

(ii) To the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar process to which a Shareholder is subject; provided that such Shareholder agrees to give the Company prompt notice of such request(s), to the extent practicable, so
that the Company may seek an appropriate protective order or similar relief (and the Shareholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation);

 (iii) To any Person to whom such Shareholder is contemplating a Transfer of its Company Securities; provided that such Transfer would
not be in violation of the provisions of this Agreement and such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement consistent with the provisions hereof; 

(iv) To any regulatory authority or rating agency to which the Shareholder or any of its Affiliates is subject or with which it has regular dealings;
provided that such authority or agency is advised of the confidential nature of such information; 

  
 36 









 (v) To the extent related to the tax treatment and tax structure of the transactions contemplated by this
Agreement (including all materials of any kind, such as opinions or other tax analyses that the Company, its Affiliates or its Representatives have provided to such Shareholder relating to such tax treatment and tax structure); provided that
the foregoing does not constitute an authorization to disclose the identity of any existing or future party to the transactions contemplated by this Agreement or their Affiliates or Representatives, or, except to the extent relating to such tax
structure or tax treatment, any specific pricing terms or commercial or financial information; or 
 (vi) If the prior written consent of the
Board shall have been obtained. 
 Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of
Confidential Information in connection with the assertion or defense of any claim by or against the Company or any Shareholder. 
 (b)
“Confidential Information” means any information concerning the Company or any Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company or any such Persons in the
possession of or furnished to any Shareholder (including by virtue of its present or former right to designate a director of the Company); provided that the term “Confidential Information” does not include information that
Section 1.12 is or becomes generally available to the public other than as a result of a disclosure by a Shareholder or its directors, officers, employees, stockholders, members, partners, agents, counsel, investment advisers or other
representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement, Section 1.13 was available to such Shareholder on a non-confidential basis prior to its disclosure to such
Shareholder or its Representatives by the Company, Section 1.14 becomes available to such Shareholder on a non-confidential basis from a source other than the Company after the disclosure of such information to such Shareholder or its
Representatives by the Company, which source is (at the time of receipt of the relevant information) not, to the best of such Shareholder’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the
Company or another Person, or Section 1.15 is independently developed by such Shareholder without violating any confidentiality agreement with, or other obligation of secrecy to, the Company. 

Section 7.02. Conflicting Agreements. Each Shareholder represents and agrees that it shall not (i) grant any proxy or enter into or
agree to be bound by any voting trust or agreement with respect to the Company Securities, except as expressly contemplated by this Agreement, (ii) enter into any agreement or arrangement of any kind with any Person with respect to any Company
Securities inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of any other Shareholder under this Agreement, including agreements or arrangements with respect to the Transfer or
voting of its Company Securities, or (iii) act, for any reason, as a member of a group or in concert with any other Person in connection with the Transfer or voting of its Company Securities in any manner that is inconsistent with the
provisions of this Agreement. 

  
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 Section 7.03. Indemnification of Directors. The directors designated by the Shareholders
pursuant to Section 2.01 of this Agreement may have certain rights to indemnification, advancement of expenses and/or insurance provided by the designating Shareholders and/or their Affiliates (collectively, the “Indemnitors”).
The Shareholders hereby agree to cause the Company to (i) be the indemnitor of first resort (i.e., its obligations to such Persons are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by such Persons are secondary), (ii) advance the full amount of expenses incurred by such Persons and be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to
the extent legally permitted (or any agreement between the Company and such Persons), without regard to any rights such Persons may have against the Indemnitors, and (iii) irrevocably waive, relinquish and release the Indemnitors from any and
all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or payment by the Indemnitors on behalf of such Persons with respect to any claim for which such Persons have
sought indemnification from the Company shall affect the foregoing and the Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Persons against the Company. 

Section 7.04. Reports The Company agrees to furnish to each of Equinix and RW FIP, for so long as each such Shareholder is a 5% Shareholder:

 (a) As soon as practicable and, in any event within 5 calendar days after the end of each month, the unaudited consolidated balance sheet of
the Company and its Subsidiaries as at the end of such month and the related unaudited statement of operations and cash flow for such month, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP, setting
forth in comparative form the figures for the corresponding month and portion of the previous fiscal year, and the figures for the corresponding month and portion of the then current fiscal year as in the Company’s annual operating budget;

 (b) As soon as practicable and, in any event, within 5 calendar days after the end of each of the first three fiscal quarters, the unaudited
consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter and the related unaudited statement of operations and cash flow for such quarter and for the portion of the fiscal year then ended, in each case prepared in
accordance with GAAP; 
 (c) As soon as practicable and, in any event, within 30 calendar days after the end of each June and December,
(i) the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related audited statement of operations and cash flow for such fiscal year, and for the portion of the fiscal year then
ended, in each case prepared in accordance with GAAP and certified by a firm of independent public accountants designated by Equinix, together with a comparison of the figures in those financial statements with the figures for the corresponding
quarter and portion of the previous fiscal year; 

  
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 (d) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices
and proxy statements sent or made generally available by the Company to any of its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Company with the CVM, the SEC or any
securities exchange and (iii) all press releases and other statements made generally available by the Company to the public; and 
 (e) As
promptly as reasonably practicable, such other information with respect to the Company or any of its Subsidiaries as may reasonably be requested by such Shareholder. 
 ARTICLE 8 
 MISCELLANEOUS 

Section 8.01. Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the Parties
and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties, and their respective heirs, successors, legal
representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 
 (b) Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any Party pursuant to any Transfer of Company Securities or otherwise, except Section 1.16 as otherwise provided herein,
and Section 1.17 that any Permitted Transferee acquiring Company Securities from any Shareholder and any Person acquiring Company Securities that is required or permitted by the terms of this Agreement or any employment agreement or stock
purchase, option, stock option or other compensation plan of the Company or any Subsidiary to become a party hereto shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of
Exhibit A hereto and shall thenceforth be a “Shareholder.” 
 Section 8.02. Notices. All notices, requests and other
communications to any Party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission or email transmission so long as receipt of such email is requested
and received: 
 If to Equinix or Parent, to: 
 Equinix, Inc. 
 One Lagoon Drive, 4th Floor 

Redwood City, CA 94065 
 Attention: General
Counsel 
 Fax: (650) 598-6913 

Email: bgalvin@equinix.com 

  
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 With a copy to: 
 Davis Polk & Wardwell LLP 
 1600 El Camino Real 

Menlo Park, California 94025 
 Attention: Alan
Denenberg 
 Fax: (650) 752-2111 

Email: alan.denenberg@davispolk.com 
 If to RW
FIP or the Riverwood Sponsors, to: 
 Riverwood Capital L.P. 
 70 Willow Road, Suite 100 
 Menlo Park, CA 94025 

Attention: Francisco Alvarez Demalde 
 Fax:
(650) 618-7300 
 Email: fad@rwcm.com 
 With a copy to: 
 Simpson Thacher & Bartlett LLP 

2550 Hanover Street 
 Palo Alto, CA 94304

 Attention: Kirsten Jensen 
 Fax:
(650) 251-5145 
 Email: kjensen@stblaw.com 
 If to Sidney to: 
 Mr. Sidney Victor da Costa Breyer 

Rua Roquete Pinto, 29 
 Rio de Janeiro – RJ

 Telephone: 55 21 88824974 / 55 21 2247027 
 Email: sidney@alog.com.br 
 and sidney@breyer.com.br 

If to Eduardo to: 
 Mr. Antonio Eduardo
Zago de Carvalho 
 Rua Humaitá, 244, apto. 508, bloco 2 

  
 40 









 
Rio de Janeiro – RJ 
 Telephone: 55 21 30833333 / 55 21 87028788 

Fax: 55 21 30833301 
 E-mail:
eduardo.carvalho@alog.com.br 
 If to the Company to: 
 ALOG Soluções em Tecnologia S.A. 
 Rua Doutor Miguel Couto, 58, 5th floor 

São Paulo – SP 
 Attention:
Mr. Marcelo Junior da Silva 
 Telephone: 55 11 35244300 
 Email: marcelo.silva@alog.com.br 
 All notices, requests and other communications shall be deemed
received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt. Any notice, request or other written communication sent by facsimile transmission shall be confirmed by certified or registered mail, return receipt requested, posted
within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmission. 
 Any Person that becomes a Shareholder shall provide its address and fax number to the Company, which shall promptly provide such information to each other Shareholder. 

Section 8.03. Waiver; Amendment; Termination. No provision of this Agreement may be amended, waived or otherwise modified except by an
instrument in writing executed by each of the Parties hereto. In addition, any Party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the Party against whom the waiver is to be effective.

 Section 8.04. Fees and Expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection
with the preparation of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the Party incurring such costs or expenses. 
 Section 8.05. Language. This Agreement is executed in the Portuguese and English languages. In case of a conflict between the Portuguese and the English versions of this Agreement, the
Shareholders agree that the Portuguese version shall prevail. 
 Section 8.06. Specific Enforcement. Each Party acknowledges that
the remedies at law of the other Parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of 

  
 41 









 
this fact, any of the Parties, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific
performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available. 

Section 8.07. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be
an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received counterparts hereof signed by all of the other Parties. Until and
unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other
communication). 
 Section 8.08. Entire Agreement. Each of (i) the Shareholders Agreement of Zion RJ
Participações S.A. (“Zion”), dated as of April 25, 2011, among Equinix and RW FIP and, as intervening party, Zion, and, for the limited purposes set forth therein, the Management Shareholders, Parent, Riverwood
Capital L.P., Riverwood Capital Partners, L.P. and Riverwood Capital Partners (Parallel – A) L.P. (the “Zion Shareholders Agreement”) and (ii) the Shareholders Agreement of ALOG, dated as of April 25, 2011, among
Zion, the Management Shareholders and, as intervening party, ALOG, and, for the limited purposes set forth therein, Parent and RW FIP (the “ALOG Shareholders Agreement” and, together with the Zion Shareholders Agreement, the
“Original Shareholders Agreements”), is terminated by the mutual consent of the respective parties thereto. This Agreement constitutes the entire agreement among the Parties and supersedes all prior and contemporaneous agreements
and understandings, both oral and written, among the Parties with respect to the subject matter hereof and thereof. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any
person other than the Parties and their respective successors and assigns. 
 Section 8.09. Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible. 

  
 42 










			
	EQUINIX SOUTH AMERICA HOLDINGS, LLC
		
	By:	 	/s/ Mark Adams
	Name:	 	
	Title:	 	
	
	RW BRASIL FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES
		
	By:	 	/s/
	Name:	 	
	Title:	 	
	
	SYDNEY VICTOR DA COSTA BREYER
		
	By:	 	/s/ Sydney Victor da Costa Bryer
	Name:	 	
	Title:	 	
	
	ANTONIO EDUARDO ZAGO DE CARVALHO
		
	By:	 	/s/ Antonio Eduardo Zago de Carvalho
	Name:	 	
	Title:	 	
	
	ALOG SOLUÇÕES DE TECNOLOGIA EM INFORMÁTICA S.A.
		
	By:	 	/s/
	Name:	 	
	Title:	 	
	
	EQUINIX, INC.
		
	By:	 	/s/ Mark Adams
	Name:	 	
	Title:	 	


  
 43 










			
	RIVERWOOD CAPITAL L.P.
		
	By: 	 	/s/
	Name:	 	
	Title:	 	
	
	RIVERWOOD CAPITAL PARTNERS L.P.
		
	By:	 	RIVERWOOD CAPITAL L.P., its general partner
		
	By:	 	Riverwood Capital GP Ltd., its general partner
		
	By:	 	 /s/

		 	Name:
		 	Title:
	
	RIVERWOOD CAPITAL PARTNERS (PARALLEL – A) L.P.
		
	By:	 	RIVERWOOD CAPITAL L.P., its general partner
		
	By:	 	Riverwood Capital GP Ltd., its general partner
		
	By:	 	 /s/

		 	Name:
		 	Title:
	
	RIVERWOOD CAPITAL PARTNERS (PARALLEL – B)
		
	By:	 	RIVERWOOD CAPITAL L.P., its general partner
		
	By:	 	Riverwood Capital GP Ltd., its general partner
		
	By:	 	 /s/

		 	Name:
		 	Title:


  
 44