Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

DIGITAL REALTY TRUST, INC.,

DIGITAL REALTY TRUST, L.P.,

PENGUINS REIT SUB, LLC,

PENGUINS OP SUB, LLC,

PENGUINS OP SUB 2, LLC,

DUPONT FABROS TECHNOLOGY, INC.,

and

DUPONT FABROS TECHNOLOGY, L.P.

dated as of

June 8, 2017

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “ Agreement ”), dated June 8, 2017, is by and among Digital Realty Trust, Inc., a Maryland corporation (“ DLR ”), Penguins REIT Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of DLR (“ REIT Merger Sub ”), Digital Realty Trust, L.P., a Maryland limited partnership and subsidiary of DLR (“ DLR OP ”), Penguins OP Sub 2, LLC, a Maryland limited liability company and wholly owned subsidiary of DLR OP (“ Merger Sub GP ”), and Penguins OP Sub, LLC, a Maryland limited liability company and subsidiary of DLR OP and Merger Sub GP (“ OP Merger Sub ” and, together with DLR, REIT Merger Sub, DLR OP and Merger Sub GP, the “ DLR Parties ”), DuPont Fabros Technology, Inc., a Maryland corporation (the “ Company ”), and DuPont Fabros Technology, L.P., a Maryland limited partnership and subsidiary of the Company (the “ Company Operating Partnership ”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section  9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. DLR, REIT Merger Sub, DLR OP, Merger Sub GP, OP Merger Sub, the Company Operating Partnership and the Company are each sometimes referred to herein as a “ Party ” and collectively as the “ Parties ”.

RECITALS

WHEREAS, the Parties wish to effect a business combination through a merger of the Company with and into REIT Merger Sub, with REIT Merger Sub being the surviving entity (the “ Company Merger ”), and (i) each share of common stock, par value $0.001 per share, of the Company (the “ Company Common Stock ” or “ Company Shares ”) issued and outstanding immediately prior to the Company Merger Effective Time will be converted into the right to receive the Merger Consideration and (ii) each share of 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, of the Company (the “ Company Series C Preferred Stock ) issued and outstanding immediately prior to the Company Merger Effective Time will be converted into the right to receive the Preferred Merger Consideration, upon the terms and conditions set forth in this Agreement and in accordance with the Maryland General Corporation Law (the “ MGCL ”) and the Maryland Limited Liability Company Act (the “ MLLCA ”);

WHEREAS, the Parties also wish to effect a merger of the Company Operating Partnership in connection with the Company Merger, in which OP Merger Sub shall merge with and into the Company Operating Partnership with the Company Operating Partnership being the surviving entity (the “ Partnership Merger ” and, together with the Company Merger, the “ Mergers ”), and each outstanding Company Partnership Unit held by a Person other than the Company immediately prior to the Partnership Merger Effective Time will be converted into the right to receive New DLR OP Units or, at the election of such Person, the Merger Consideration, upon the terms and conditions set forth in this Agreement and in accordance with the Maryland Revised Uniform Limited Partnership Act (the “ MRULPA ”) and the MLLCA;

WHEREAS, the board of directors of the Company (the “ Company Board of Directors ”) has (a) duly and validly authorized the execution and delivery of this Agreement and declared advisable the Company Merger and the other transactions contemplated by this Agreement (collectively, the “ Transactions ”), (b) directed that the Company Merger and the other

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Transactions each be submitted for consideration at a meeting of the Company’s stockholders and (c) subject to Section 5.3(e) , resolved to recommend that the Company’s stockholders vote in favor of the approval of the Company Merger and the other Transactions (the “ Company Board Recommendation ”) and to include such recommendation in the Joint Proxy Statement;

WHEREAS, the board of directors of DLR (the “ DLR Board of Directors ”) has (a) duly and validly authorized the execution and delivery of this Agreement and declared advisable the Mergers and the other Transactions, (b) directed that the issuance of shares of common stock, par value $0.01 per share, of DLR (the “ DLR Common Stock ”) in connection with the Mergers be submitted for consideration at a meeting of DLR’s stockholders, and (c) resolved to recommend that the stockholders of DLR vote in favor of the issuance of DLR Common Stock in connection with the Mergers and to include such recommendation in the Joint Proxy Statement (the “ DLR Board Recommendation ”);

WHEREAS, the Company on its own behalf and as the sole general partner of the Company Operating Partnership has approved this Agreement, the Partnership Merger and the other Transactions and deemed it advisable and in the best interests of the Company Operating Partnership to enter into this Agreement and to consummate the Partnership Merger and the other Transactions on the terms and conditions set forth herein;

WHEREAS, DLR on its own behalf and as the sole general partner of DLR OP has approved this Agreement, the Mergers and the other Transactions and deemed it advisable and in the best interests of DLR OP to enter into this Agreement and to perform its obligations hereunder on the terms and conditions set forth herein;

WHEREAS, DLR on its own behalf and as the sole member of REIT Merger Sub has approved this Agreement, the Company Merger and the other Transactions and deemed it advisable and in the best interests of REIT Merger Sub to enter into this Agreement and to consummate the Company Merger and the other Transactions on the terms and conditions set forth herein;

WHEREAS, DLR OP and Merger Sub GP, constituting all of the members of OP Merger Sub, have approved this Agreement, the Partnership Merger and the other Transactions and deemed it advisable and in the best interests of OP Merger Sub to enter into this Agreement and to consummate the Partnership Merger and the other Transactions and to perform its obligations hereunder on the terms and conditions set forth herein;

WHEREAS, as an inducement to the DLR Parties to enter into this Agreement, certain of the holders of Company Partnership Units, each as set forth on Schedule A hereto, have agreed to enter into a New Tax Protection Agreement with terms substantially as set forth on Exhibit A attached hereto (the “ Terms of New Tax Protection Agreement ”) which New Tax Protection Agreement shall become effective as of and conditioned upon the occurrence of the Closing;

WHEREAS, DLR, REIT Merger Sub, DLR OP, Merger Sub GP, OP Merger Sub, the Company Operating Partnership and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Mergers and also prescribe various conditions to the Mergers.

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NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

ARTICLE I

THE MERGERS

Section 1.1 The Partnership Merger . Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the MRULPA and the MLLCA , at the Partnership Merger Effective Time, OP Merger Sub shall be merged with and into the Company Operating Partnership, whereupon the separate existence of OP Merger Sub will cease, with the Company Operating Partnership surviving the Partnership Merger (the Company Operating Partnership, as the surviving entity in the Partnership Merger, sometimes being referred to herein as the “ Surviving Partnership ”), such that following the Partnership Merger, DLR OP will hold a limited partnership interest in the Surviving Partnership with Merger Sub GP being the general partner of the Surviving Partnership. The Partnership Merger shall have the effects provided in this Agreement and as specified in Section 10-208 of the MRULPA and Section 4A-709 of the MLLCA.

Section 1.2 The Company Merger . Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the MGCL and the MLLCA, at the Company Merger Effective Time, the Company shall be merged with and into REIT Merger Sub, whereupon the separate existence of the Company will cease, with REIT Merger Sub surviving the Company Merger (REIT Merger Sub, as the surviving entity in the Company Merger, sometimes being referred to herein as the “ Surviving Entity ”), such that following the Company Merger, the Surviving Entity will be a wholly-owned Subsidiary of DLR. The Company Merger shall have the effects provided in this Agreement and as specified in Section 3-114 of the MGCL and Section 4A-709 of the MLLCA.

Section 1.3 Closing . The closing of the Mergers (the “ Closing ”) will take place (a) at 6:00 a.m., Los Angeles time, at the Los Angeles offices of Latham & Watkins LLP located at 355 South Grand Avenue, Los Angeles, CA 90071, on the second (2nd) business day after the satisfaction or waiver of the last of the conditions set forth in Article VII to be satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing); (b) at such other date or place as is agreed to in writing by the Company and DLR. The date on which the Closing actually takes place is referred to as the “ Closing Date .”

Section 1.4 Effective Time .

(a) On the Closing Date, the Company, the Company Operating Partnership, DLR, REIT Merger Sub, DLR OP, Merger Sub GP and OP Merger Sub shall (i) cause articles of merger with respect to the Partnership Merger (the “ Articles of Partnership Merger ”) to be duly executed, filed with and accepted for record by the State Department of Assessments and

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Taxation of Maryland (the “ SDAT ”) as provided under the MRULPA and the MLLCA and (ii) make any other filings, recordings or publications required to be made by the Company Operating Partnership or OP Merger Sub under the MRULPA and the MLLCA in connection with the Partnership Merger. The Partnership Merger shall become effective at such time as the Articles of Partnership Merger are accepted for record by the SDAT or on such other date and time (not to exceed five (5) business days from the date the Articles of Partnership Merger are accepted for record by the SDAT) as shall be agreed to by the Company and DLR and specified in the Articles of Partnership Merger (such date and time being hereinafter referred to as the “ Partnership Merger Effective Time ”), it being understood and agreed that the Parties shall cause the Partnership Merger Effective Time to occur immediately prior to the Company Merger Effective Time.

(b) On the Closing Date, and immediately after the filing of the Articles of Partnership Merger, the Company and REIT Merger Sub shall (i) cause articles of merger with respect to the Company Merger (the “ Articles of Merger ”) to be duly executed, filed with and accepted for record by the SDAT in accordance with the MGCL and the MLLCA, and (ii) make any other filings, recordings or publications required to be made by the Company or REIT Merger Sub under the MGCL and the MLLCA in connection with the Company Merger. The Company Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT or on such other date and time (not to exceed five (5) business days from the date the Articles of Merger are accepted for record by the SDAT) as shall be agreed to by the Company and REIT Merger Sub and specified in the Articles of Merger (such date and time being hereinafter referred to as the “ Company Merger Effective Time ”), it being understood and agreed that the Parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time.

Section 1.5 Governing Documents .

(a) Prior to the Company Merger Effective Time, DLR shall supplement, effective no later than the Company Merger Effective Time, its charter to include articles supplementary in the form attached hereto as Exhibit B relating to the 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, of DLR (the “ DLR Series C Preferred Stock ”). At the Company Merger Effective Time, the charter of DLR, as so supplemented (the “ Amended DLR Charter ”), shall be the charter of DLR, until thereafter amended, subject to Section  6.4 , in accordance with applicable Law and the applicable provisions of the charter.

(b) At the Company Merger Effective Time, the articles of organization of REIT Merger Sub, as in effect immediately prior to the Company Merger Effective Time, shall be and become the articles of organization of the Surviving Entity and the limited liability company agreement of REIT Merger Sub, as in effect immediately prior to the Company Merger Effective Time, shall, if necessary, be amended and restated in its entity to read in the form attached hereto as Exhibit  C (the “ Surviving Entity Operating Agreement ”), until thereafter amended, subject to Section  6.4 , in accordance with applicable Law and the applicable provisions of such limited liability company agreement.

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(c) At the Partnership Merger Effective Time, (i) the DLR OP Partnership Agreement, as in effect immediately prior to the Partnership Merger Effective Time, shall be amended and restated so as to read in its entirety substantially in the form attached hereto as Exhibit D (it being understood that the name of the Surviving Partnership set forth therein may be changed at DLR’s reasonable request) (the “ Post-Effective Amended and Restated Partnership Agreement ”), until thereafter amended in accordance with applicable Law and the applicable provisions of such limited partnership agreement and (ii) the Company Operating Partnership Agreement, as in effect immediately prior to the Partnership Merger Effective Time, shall be amended and restated so as to read in its entirety in the form attached hereto as Exhibit E (the “ Surviving Partnership Agreement ”), until thereafter amended, subject to Section  6.4 , in accordance with applicable Law and the applicable provisions of such limited partnership agreement.

Section 1.6 Manager, General Partner and Officers of the Surviving Entit ies .

(a) The Board of Directors of DLR as of the Company Merger Effective Time shall be comprised of (i) the members of the Board of Directors of DLR as of immediately prior to the Company Merger Effective Time and (ii) two (2) individuals designated by the Board of Directors of the Company prior to the Closing; provided that such individuals must be reasonably acceptable to the Nominating and Governance Committee of DLR. The officers of DLR immediately prior to the Company Merger Effective Time shall remain the officers of DLR as of the Company Merger Effective Time.

(b) Merger Sub GP shall be and become the general partner of the Surviving Partnership and DLR OP shall be and become the limited partner of the Surviving Partnership as of the Partnership Merger Effective Time. The officers of OP Merger Sub immediately prior to the Partnership Merger Effective Time shall be and become the officers of the Surviving Partnership as of the Partnership Merger Effective Time.

Section 1.7 Tax Consequences . The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), (i) the Company Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code, and (ii) the Partnership Merger shall qualify as and constitute an “assets-over” form of merger governed by Treasury Regulations Section 1.708-1(c)(3)(i) pursuant to which the Company Operating Partnership contributes all of its assets and liabilities to DLR OP in exchange for the OP Merger Consideration and the Preferred OP Merger Consideration in a transaction qualifying under Section 721(a) of the Code and immediately thereafter, the Company Operating Partnership distributes such OP Merger Consideration and Preferred OP Merger Consideration to the holders of the Company Partnership Units and the Company Series C Preferred Partnership Units, respectively, with DLR OP being a continuation of DLR OP pursuant to Treasury Regulations Section 1.708-1(c)(1). Notwithstanding the foregoing, the receipt by the holders of Company Partnership Units of shares of DLR Common Stock or cash pursuant to this Agreement shall be treated as a sale by such holders of their Company Partnership Units and a purchase by DLR OP of such Company Partnership Units for United States federal income tax purposes (the “ Sale Treatment ”), and the Company Operating Partnership’s transfer of its assets and liabilities to DLR OP, to the extent attributable to the Sale

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Treatment, shall be treated as occurring pursuant to Sections 731 and 732(b) of the Code. The Company and the Company Operating Partnership shall use their commercially reasonable efforts to obtain the written consent of the holders of Company Partnership Units with respect to the Sale Treatment and such written consent shall be a condition to an election by any such holder to receive shares of DLR Common Stock pursuant to the Partnership Merger.

ARTICLE II

TREATMENT OF SECURITIES

Section 2.1 Treatment of Capital Stock .

(a) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of the holders of any securities of the Company or of REIT Merger Sub:

(i) Treatment of Company Capital Stock .

A. Treatment of Company Common Stock . Each share of Company Common Stock issued and outstanding immediately prior to the Company Merger Effective Time (other than Company Shares to be cancelled in accordance with Section 2.4(a) ) shall be converted into the right to receive 0.545 (the “ Exchange Ratio ”) of a validly issued, fully paid and nonassessable share of DLR Common Stock (the “ Merger Consideration ”). The Merger Consideration payable to each holder of Company Shares will be aggregated and rounded down to the nearest whole share and each such holder shall be entitled to receive such number of whole shares of DLR Common Stock with any fractional shares being treated in accordance with Section  2.6 . From and after the Company Merger Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Company Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Company Share in accordance with Section  2.2 , including the right to receive, pursuant to Section  2.6 , cash in lieu of fractional shares of DLR Common Stock, if any, into which such shares of Company Common Stock have been converted pursuant to this Section  2.1(a) (the “ Common Fractional Share Consideration ”), together with the amounts, if any, payable pursuant to Section  2.2(f) .

B. Treatment of Company Series C Preferred Stock . Each share of Company Series C Preferred Stock shall be cancelled and converted into the right to receive one validly issued, fully paid and nonassessable share of DLR Series C Preferred Stock (the “ Preferred Merger Consideration ”) and shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption and other rights and restrictions as set forth in the Amended DLR Charter.

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(ii) Treatment of REIT Merger Sub Capital Stock . Each share of REIT Merger Sub Common Stock issued and outstanding immediately prior to the Company Merger Effective Time shall survive the Company Merger and continue to represent a validly issued, fully paid and nonassessable share of REIT Merger Sub Common Stock.

(b) At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of the holders of any securities of the Company Operating Partnership or DLR OP:

(i) Treatment of Partnership Units . (A) Each Company Partnership Unit (other than a Company Series C Preferred Partnership Unit which shall be converted pursuant to clause (B) hereof) issued and outstanding immediately prior to the Partnership Merger Effective Time shall be converted into the right to receive a fraction of a validly issued DLR OP Common Unit (referred to herein as the “ New DLR OP Units ” or the “ OP Merger Consideration ”) equal to (x) the Exchange Ratio multiplied by (y) one, and (B) each Company Series C Preferred Partnership Unit shall be converted into one validly issued DLR OP Series C Preferred Partnership Unit (referred to herein as the “ New DLR OP Preferred OP Units ” or the “ Preferred OP Merger Consideration ”); provided that in lieu of receiving New DLR OP Units in the Partnership Merger, each limited partner (excluding the Company) of the Company Operating Partnership (each a “ Minority Limited Partner ”) shall have the right to elect to receive for each Company Partnership Unit held by such Minority Limited Partner immediately prior to the Partnership Merger Effective Time a number of shares of DLR Common Stock equal to the Exchange Ratio, and any Minority Limited Partner so electing shall be deemed to have elected to redeem its Company Partnership Units pursuant to Section 8.6 of the Company Operating Partnership Agreement, effective immediately prior to the Partnership Merger Effective Time and shall be treated as having received in exchange for its Company Partnership Units an equal number of shares of Company Common Stock as of such time, without any further action being required by such Minority Limited Partner. For the avoidance of doubt, such shares of Company Common Stock deemed to be issued upon any such redemption shall be subject to the same exchange procedures as all other shares of Company Common Stock and the DLR Common Stock issuable in exchange therefor shall be “Merger Consideration” for all purposes herein. No fractional New DLR OP Units or fractional shares of DLR Common Stock will be issued in the Partnership Merger. The New DLR OP Units or shares of DLR Common Stock (as applicable) issuable to each holder of Company Partnership Units shall be rounded down to the nearest whole unit or share (as applicable) and each such holder shall be entitled receive such number of whole New DLR OP Units or shares of DLR Common Stock (as applicable) with any fractional units or shares being treated in accordance with Section  2.6 (the “ OP Fractional Unit Consideration ” and, together with the Common Fractional Share Consideration, the “ Fractional Share Consideration ”). Each holder of New DLR OP Units and/or New DLR OP Preferred OP Units shall be admitted as a limited partner of DLR OP in accordance with the terms of the Post-Effective Amended and Restated Partnership Agreement following the Partnership Merger Effective Time. Section 5.4 of the Post-Effective Amended and Restated Partnership Agreement, which provides for a pro rata reduction in the distributions set forth in Section 5.1 of the Post-Effective Amended and Restated Partnership Agreement with respect to the period during which the Closing Date occurs, shall not apply to the New DLR OP Units issued in connection with the Partnership Merger.

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(ii) Treatment of OP Merger Sub Ownership Interests . (A) The ownership interests in OP Merger Sub that are held by Merger Sub GP immediately prior to the Partnership Merger Effective Time shall be cancelled and converted into the general partner interest in the Surviving Partnership and Merger Sub GP shall be admitted as the general partner of the Surviving Partnership and (B) the ownership interests in OP Merger Sub that are held by DLR OP immediately prior to the Partnership Merger Effective Time shall be cancelled and converted into the limited partner interest in the Surviving Partnership and DLR OP shall be admitted as a limited partner of the Surviving Partnership.

(c) Adjustment to Merger Consideration . The Merger Consideration, the OP Merger Consideration, Exchange Ratio and other dependent items shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock, Company Partnership Units, DLR Common Stock or DLR Partnership Units, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock, Company Partnership Units, DLR Common Stock or DLR Partnership Units outstanding after the date hereof and prior to the Company Merger Effective Time and Partnership Merger Effective Time, as applicable, so as to provide the holders of Company Common Stock and Company Partnership Units with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration, the OP Merger Consideration, Exchange Ratio or other dependent items.

Section 2.2 Payment for Securities; Surrender of Certificates .

(a) Exchange Fund . Prior to the Partnership Merger Effective Time, DLR shall designate American Stock Transfer & Trust Company to act as the exchange agent in connection with the Mergers (the “ Exchange Agent ”). Prior to the Company Merger Effective Time, DLR shall deposit, or cause DLR OP to deposit, with the Exchange Agent (i) evidence of DLR Common Stock and DLR Series C Preferred Stock in book-entry form issuable pursuant to Section 2.1(a)(i) equal to the aggregate Merger Consideration (excluding any Fractional Share Consideration) and aggregate Preferred Merger Consideration and (ii) cash in immediately available funds in an amount sufficient to pay the Fractional Share Consideration and any dividends or other distributions under Section 2.2(f) (such evidence of book-entry shares of DLR Common Stock and DLR Series C Preferred Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “ Exchange Fund ”), in each case, for the sole benefit of the holders of shares of Company Common Stock, Company Series C Preferred Stock and DLR (solely to the extent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a)(i) ). In the event the Exchange Fund shall be insufficient to pay the aggregate Fractional Share Consideration and any dividends or other distributions under Section 2.2(f) , DLR shall, or shall cause DLR OP to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. DLR shall cause the Exchange Agent to make, and the

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Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration and Preferred Merger Consideration and any amounts payable in respect of dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section  2.2(f) out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by DLR; provided , however , that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II . Any interest and other income resulting from such investments shall be paid to DLR on the earlier of (i) one (1) year after the Company Merger Effective Time or (ii) the full payment of the Exchange Fund; provided , that any amounts in the Exchange Fund in excess of the amounts payable under Section 2.1(a)(i) shall be promptly paid to DLR.

(b) Procedures for Surrender . Promptly after the Company Merger Effective Time (but in no event later than five (5) business days after the Company Merger Effective Time), DLR shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of (i) a certificate or certificates which immediately prior to the Company Merger Effective Time represented outstanding Company Shares or shares of Company Series C Preferred Stock (the “ Certificates ”) or (ii) non-certificated Company Shares or shares of Company Series C Preferred Stock represented by book-entry (“ Book-Entry Shares ”) and, in each case, whose Company Shares or shares of Company Series C Preferred Stock, as applicable, were converted pursuant to Section  2.1 into the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, (A) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as DLR may reasonably specify and (B) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration or the Preferred Merger Consideration, as applicable, including any amount payable in respect of the Fractional Share Consideration in accordance with Section  2.6 and any dividends or other distributions on shares of DLR Common Stock in accordance with Section 2.2(f) . Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by DLR, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration or Preferred Merger Consideration (as applicable) for each share of Company Common Stock or Company Series C Preferred Stock (as applicable) formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II (rounded down to the nearest whole share, if applicable), any Fractional Share Consideration that such holder has the right to receive pursuant to the

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provisions of Section  2.6 , and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section  2.2(f) for each Company Share or share of Company Series C Preferred Stock formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Company Merger Effective Time or (ii) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration or Preferred Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration or Preferred Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of DLR that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration or Preferred Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section  2.2 , each Certificate and Book-Entry Share shall be deemed at any time after the Company Merger Effective Time to represent only the right to receive the applicable Merger Consideration or Preferred Merger Consideration (as applicable), including any amount payable in respect of the Fractional Share Consideration in accordance with Section  2.6 and any dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section  2.2(f) , without interest thereon. Shares of DLR Common Stock or DLR Series C Preferred Stock deliverable pursuant to this Section 2.2(b) in exchange for shares of Company Common Stock or Company Series C Preferred Stock, respectively, shall be in uncertificated book-entry form.

(c) Transfer Books; No Further Ownership Rights in Company Shares . At the Company Merger Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares or Company Series C Preferred Stock on the records of the Company. From and after the Company Merger Effective Time, the holders of Company Shares and shares of Company Series C Preferred Stock outstanding immediately prior to the Company Merger Effective Time shall cease to have any rights with respect to such Company Shares or shares of Company Series C Preferred Stock except as otherwise provided for herein or by applicable Law. If, after the Company Merger Effective Time, Certificates or Book-Entry Shares are presented to DLR for any reason, they shall be cancelled and exchanged as provided in this Agreement.

(d) Termination of Exchange Fund; No Liability . At any time following twelve (12) months after the Company Merger Effective Time, DLR shall be entitled to require the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which

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disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to DLR and DLR OP (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the applicable Merger Consideration or Preferred Merger Consideration, including any amount payable in respect of the Fractional Share Consideration in accordance with Section  2.6 and any dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section  2.2(f), payable upon due surrender of their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.2(b) , without any interest thereon. Notwithstanding the foregoing, none of DLR, DLR OP, the Surviving Entity, the Surviving Partnership, Merger Sub GP or the Exchange Agent or any other Person shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or Preferred Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(e) Lost, Stolen or Destroyed Certificates . In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof in a form reasonably satisfactory to DLR and the Exchange Agent, and if required by DLR or the Exchange Agent, the posting by the holder thereof of a bond in the amount and the form reasonably required by DLR or the Exchange Agent as indemnity against any claim that may be made against DLR with respect to such Certificates, the applicable Merger Consideration or Preferred Merger Consideration payable in respect thereof pursuant to Section  2.1 hereof, including any amount payable in respect of the Fractional Share Consideration in accordance with Section  2.6 and any dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section  2.2(f) .

(f) Dividends with Respect to DLR Capital Stock . No dividends or other distributions with respect to DLR Common Stock or DLR Series C Preferred Stock with a record date after the Company Merger Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of DLR Common Stock or DLR Series C Preferred Stock issuable hereunder, and all such dividends and other distributions paid with respect to such shares of DLR Common Stock or DLR Series C Preferred Stock to which such holder is entitled pursuant to this Agreement shall be paid by DLR to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Book-Entry Share (or affidavit of loss in lieu thereof) in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate or Book-Entry Share (or affidavit of loss in lieu thereof) there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Company Merger Effective Time theretofore paid with respect to such shares of DLR Common Stock or DLR Series C Preferred Stock, as applicable, to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Company Merger Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of DLR Common Stock or DLR Series C Preferred Stock, as applicable.

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(g) Payment of Dividends with Respect to Company Series C Preferred Stock . Prior to the Company Merger Effective Time, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for further payment to holders prior to such time of the Company Series C Preferred Stock an amount in cash equal to the aggregate of any accrued but unpaid dividend or distribution in respect of the Company Series C Preferred Stock to, but not including, the Closing Date in accordance with Section 5.1(c) , including any Company Permitted Dividend with respect to the Company Series C Preferred Stock, that shall not then have been paid to the holders of Company Series C Preferred Stock.

Section 2.3 Dissenter ’ s Rights . No dissenters’ or appraisal rights shall be available with respect to the Company Merger, the Partnership Merger or the other Transactions.

Section 2.4 Treatment of Company Equity Awards .

(a) At the Company Merger Effective Time, each share of restricted Company Common Stock granted under the Company Equity Plans (each, a “ Restricted Company Share ”) that is outstanding as of immediately prior to the Company Merger Effective Time shall vest and all restrictions thereupon shall lapse, and each such Restricted Company Share shall be cancelled and converted into the right to receive, subject to Section  2.5 , the Merger Consideration in accordance with Section  2.1(a) and Section  2.2 , including any amount payable in respect of the Fractional Share Consideration in accordance with Section  2.6 , and any dividends or other distributions on shares of DLR Common Stock in accordance with Section  2.2(f) .

(b) At the Company Merger Effective Time, each award of performance stock units granted under the Company Equity Plans (collectively, the “ Company PSUs ”) that is outstanding as of immediately prior to the Company Merger Effective Time shall vest at the greater of (i) the applicable target-level of performance or (ii) actual performance through such Company Merger Effective Time in accordance with the applicable Company PSU award agreement, as determined by the Company in its sole discretion, and each such vested Company PSU shall be cancelled and converted into the right to receive, subject to Section  2.5 , the Merger Consideration in accordance with Section  2.1(a) and Section  2.2 , including any amount payable in respect of the Fractional Share Consideration in accordance with Section  2.6 , and any dividends or other distributions on shares of DLR Common Stock in accordance with Section  2.2(f) .

(c) At the Company Merger Effective Time, each option to purchase shares of Company Common Stock granted under the Company Equity Plans (each, a “ Company Option ” and, together with the Restricted Company Shares and the Company PSUs, the “ Company Equity Awards ”) that is outstanding and unexercised as of immediately prior to the Company Merger Effective Time (whether vested or unvested) shall be converted automatically into an option (x) covering a number of shares of DLR Common Stock equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Company Merger Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share; and (y) with an exercise price per share of DLR Common Stock equal to the exercise price per share of such Company Option as of immediately prior to the Partnership Merger Effective Time, divided by the Exchange Ratio, rounded up to the nearest whole cent (each such Company Option so converted and assumed, an “ Assumed Option ”). Each Assumed Option shall be subject to substantially the same vesting, expiration and other terms and conditions applicable to the underlying Company Option as of immediately prior to the Partnership Merger Effective Time.

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(d) From and after the Company Merger Effective Time, the holders of Company Equity Awards shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and/or the Assumed Options in accordance with this Section  2.4 .

(e) The Company shall, prior to the Company Merger Effective Time, take all actions, including providing all notices and obtaining all consents, that are necessary or desirable to give effect to the transactions contemplated by this Section  2.4 . DLR shall have the opportunity to review and approve any written materials in advance of their distribution to holders of Company Equity Awards, which approval shall not be unreasonably delayed or withheld.

Section 2.5 Withholding . All amounts payable pursuant to this Article II shall be paid without interest (unless otherwise noted). Any payments made pursuant to this Agreement shall be net of all applicable withholding Taxes that the Company, any Company Subsidiary, DLR, REIT Merger Sub, DLR OP, Merger Sub GP, OP Merger Sub, the Surviving Entity, the Surviving Partnership and the Exchange Agent, as the case may be, shall be required to deduct and withhold under applicable Law. To the extent that amounts are so deducted and withheld by the applicable payor and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid in respect of which such deduction and withholding was made.

Section 2.6 Fractional Shares and Units .

(a) No certificate or scrip representing fractional shares of DLR Common Stock shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of DLR. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Company Merger who would otherwise have been entitled to receive a fraction of a share of DLR Common Stock, shall be entitled to receive from out of the Exchange Fund, in lieu thereof, cash, without interest, in an amount equal to such fractional part of a share of DLR Common Stock multiplied by the VWAP of DLR Common Stock.

(b) No certificate or scrip representing fractional New DLR OP Units shall be issued upon the conversion of Company Partnership Units, and such fractional units shall not entitle the owner thereof to vote or to any other rights of a partner of DLR OP or a stockholder of DLR. Notwithstanding any other provision of this Agreement, each holder of shares of Company Partnership Units converted pursuant to the Partnership Merger who would otherwise have been entitled to receive a fraction of a New DLR OP Unit, shall be entitled to receive from DLR OP, in lieu thereof, cash, without interest, in an amount equal to such fractional part of a New DLR OP Unit multiplied by the VWAP of DLR Common Stock.

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ARTICLE III

REPRESENTATIONS AND

WARRANTIES OF THE COMPANY AND COMPANY OPERATING PARTNERSHIP

The Company and the Company Operating Partnership represent and warrant to DLR, jointly and severally, as set forth in this Article III . The following representations and warranties by the Company and the Company Operating Partnership are qualified in their entirety by reference to the disclosures (i) in the Company SEC Documents (excluding any disclosures contained or referenced therein under the captions “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein relating to information, factors or risks that are predictive, cautionary or forward-looking in nature) filed on or after January 1, 2017 and prior to the date hereof (other than matters required to be disclosed for purposes of Section 3.8(b) or otherwise specifically required to be disclosed for purposes of Article III , which matters shall only be qualified by specific disclosure in the respective corresponding section of the Company Disclosure Letter) and (ii) set forth in the disclosure letter delivered by the Company to DLR immediately prior to the execution of this Agreement (the “ Company Disclosure Letter ”). Each disclosure set forth in the Company Disclosure Letter shall qualify the Section to which it corresponds and any other Section to the extent the applicability of the disclosure to each other Section is reasonably apparent from the text of the disclosure made.

Section 3.1 Organization and Qualification; Subsidiaries .

(a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite corporate power and authority to conduct its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered to or made available to DLR and DLR OP, prior to the execution of this Agreement, true and complete copies of any amendments to the Company Governing Documents and the Company Operating Partnership Agreement not filed as of the date hereof with the SEC. The Company is in compliance with the terms of the Company Governing Documents in all material respects. The Company Operating Partnership is in compliance with the terms of the Company Operating Partnership Agreement in all material respects.

(b) Section  3.1(b) of the Company Disclosure Letter sets forth as of the date hereof a true and complete list of the Subsidiaries of the Company (each, a “ Company Subsidiary ”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. Each Significant Subsidiary (i) is duly organized, validly existing, in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or governing documents, (ii) has all requisite corporate,

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partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) Except for the equity interests of the Company Subsidiaries, the Company does not own, directly or indirectly, any other capital stock, debt securities or equity securities (including any securities convertible into shares or equity interests of) or other capital interests of any other Person.

(d) Section  3.1(d) of the Company Disclosure Letter sets forth a true and complete list of each Company Subsidiary that is a real estate investment trust within the meaning of Sections 856 through 860 of the Code (a “ REIT ”), a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“ Qualified REIT Subsidiary ”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“ Taxable REIT Subsidiary ”).

Section 3.2 Capitalization .

(a) The authorized capital stock of the Company consists of (i) 250,000,000 shares of Company Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the “ Company Preferred Stock ”), of which (x) 8,050,000 shares are designated as 7.875% Series A Cumulative Redeemable Perpetual Preferred Stock (“ Company Series A Preferred Stock ”), (y) 7,130,000 shares are designated as 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (“ Company Series B Preferred Stock ”), and (z) 8,050,000 shares are designated as Company Series C Preferred Stock. At the close of business on June 6, 2017, (A) 77,836,110 shares of Company Common Stock were issued and outstanding (which includes 352,293 Restricted Company Shares), (B) 8,050,000 shares of Company Preferred Stock were issued and outstanding, of which (1) no shares of Company Series A Preferred Stock were issued or outstanding, (2) no shares of Company Series B Preferred Stock were issued or outstanding, and (3) 8,050,000 shares of Company Series C Preferred Stock were issued and outstanding, (C) 1,797,702 shares of Company Common Stock were reserved for issuance in connection with future grants of awards under the Company Equity Plans and (D) 1,411,998 shares of Company Common Stock were reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Company Equity Plans (consisting of 751,479 shares of Company Common Stock subject to outstanding Company Options, and 660,519 shares of Company Common Stock subject to outstanding awards of Company PSUs). All of the outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section  3.2 , there is no other outstanding capital stock of the Company. There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) (“ Voting Debt ”) of the Company or any Company Subsidiary issued and outstanding. Except for the Company Equity Awards set forth on Section  3.2(a) of the Company Disclosure Letter, there are no (x) options, warrants, calls, profits interest units, stock appreciation rights, restricted stock, restricted stock

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units, “phantom” stock rights, performance units, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to the issued or unissued capital stock of the Company or Partnership Units or other equity interests in the Company Operating Partnership, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “ Company Equity Interests ”) or (y) outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Shares or any capital stock of, or other Company Equity Interests in, the Company, any Company Subsidiary or any other Person, including under any stock repurchase plan, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company, any Company Subsidiary or any other Person.

(b) There are no voting trusts, proxies or other agreements to which the Company or any Company Subsidiary is a party with respect to the voting of Company Common Stock or any capital stock of, or other Company Equity Interest of, the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its capital stock or other Company Equity Interests. No Company Shares are owned by any Company Subsidiary. There are no outstanding obligations to which the Company or any Company Subsidiary is a party (i) restricting the transfer of or (ii) limiting the exercise of voting rights with respect to any capital stock or other Company Equity Interests in any Company Subsidiary (including the Company Operating Partnership).

(c) Except with respect to the Company Operating Partnership, the Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other Company Equity Interests of each of the Company Subsidiaries, free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws and other than, in the case of Company Subsidiaries that are immaterial to the Company, immaterial Liens), and all of such shares of capital stock or other Company Equity Interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

(d) Section 3.2(d) of the Company Disclosure Letter sets forth as of the date hereof a list of all of the partners of the Company Operating Partnership, together with the number and type of Company Partnership Units held by each such partner in the Company Operating Partnership. Other than the Company Partnership Units owned by the limited partners of the Company Operating Partnership set forth in Section 3.2(d) of the Company Disclosure Letter, the Company directly owns all of the issued and outstanding Company Partnership Units of the Company Operating Partnership, free and clear of any Liens, and all Company Partnership Units have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. As of the date hereof, there is no capital stock or other Company Equity Interests of the Company Operating Partnership issued and outstanding other than such Company Partnership Units. As of the date hereof, the Company Partnership Units are redeemable by the

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applicable holders thereof pursuant to, and in accordance with, the terms of the Company Operating Partnership Agreement for cash or, at the option of the Company, Company Common Stock at a “ Conversion Factor ” (as such term is defined in the Company Operating Partnership Agreement) equal to one share of Company Common Stock for each Company Partnership Unit, subject to any adjustment pursuant to Section 2.1(c) .

(e) All dividends or other distributions on the shares of Company Common Stock and any material dividends or other distributions on any securities of any Company Subsidiary which have been authorized and declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

(f) Section 3.2(f) of the Company Disclosure Letter sets forth as of the date hereof a list of: (1) for each Company Option outstanding as of the date of this Agreement: (A) the name of the holder thereof; (B) the number of shares of Company Common Stock issuable upon the exercise of such Company Option; (C) the exercise price thereof; (D) the date of grant thereof, and (E) whether such Company Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code; (2) for each holder of Restricted Company Shares outstanding as of the date of this Agreement, (A) the name of the holder thereof; (B) the number of outstanding Restricted Company Shares; and (C) the date of grant of such Restricted Company Shares; and (3) for each holder of Company PSUs outstanding as of the date of this Agreement, (A) the name of the holder thereof; (B) the target number of shares of Company Common Stock subject to such award of Company PSUs; and (C) the date of grant thereof. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board of Directors, or a committee thereof, and each Company Option, Restricted Company Share and Company PSU grant was made in accordance in all material respects with the terms of the applicable Company Equity Plan and applicable Law. The per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable grant date.

(g) To the knowledge of the Company, no Person is an Indemnitee (as such term is defined in the Company Operating Partnership Agreement.

Section 3.3 Authorization; Validity of Agreement ; Company Action .

(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the MGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Company Merger, to the approval of the Company Merger and the other Transactions by the Company Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery

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hereof by the Company Operating Partnership, DLR, REIT Merger Sub, DLR OP, Merger Sub GP and OP merger Sub is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

(b) The Company Operating Partnership has all necessary limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the general partner of the Company Operating Partnership and no other limited partnership action on the part of the Company Operating Partnership or the Minority Limited Partners, pursuant to the MRULPA or otherwise, is necessary to authorize the execution and delivery by the Company Operating Partnership of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Partnership Merger, to the filing of the Articles of Partnership Merger with, and acceptance for record of the Articles of Partnership Merger by, the SDAT. This Agreement has been duly executed and delivered by the Company Operating Partnership and, assuming due and valid authorization, execution and delivery hereof by Company, DLR, REIT Merger Sub, DLR OP, Merger Sub GP and OP Merger Sub is a valid and binding obligation of the Company Operating Partnership enforceable against the Company Operating Partnership in accordance with its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Section 3.4 Board Approvals .

(a) The Company Board of Directors at a duly held meeting has unanimously (i) determined that this Agreement, the Company Merger and the other Transactions are advisable, and in the best interests of the Company, (ii) duly and validly authorized the execution and delivery of this Agreement and declared advisable the Company Merger and the other Transactions, (iii) directed that the Company Merger and the other Transactions be submitted for consideration at the Company Stockholder Meeting, and (iv) subject to Section 5. 3(e) , resolved to recommend that the Company’s stockholders vote in favor of the approval of the Company Merger and the other Transactions and to include such recommendation in the Joint Proxy Statement.

(b) The general partner of the Company Operating Partnership has (i) determined that this Agreement, the Partnership Merger and the other Transactions are advisable, and in the best interests of the Company Operating Partnership and (ii) duly and validly authorized the execution and delivery of this Agreement and declared advisable the Partnership Merger and the other Transactions.

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Section 3.5 Consents and Approvals; No Violations . None of the execution, delivery or performance of this Agreement by the Company or the Company Operating Partnership, the consummation by the Company of the Company Merger or any of the other Transactions, the consummation by the Company Operating Partnership of the Partnership Merger or any of the other Transactions, or compliance by the Company or the Company Operating Partnership with any of the provisions of this Agreement will (a) contravene, conflict with or result in any breach of any provision of the Company Governing Documents, the Company Operating Partnership Agreement or the comparable organizational or governing documents of any Significant Subsidiary, (b) require any filing by the Company or any Significant Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “ Governmental Entity ”) (except for (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), (ii) any filings as may be required under the MGCL or the MRULPA in connection with the Mergers, (iii) such filings with the Securities and Exchange Commission (the “ SEC ”) as may be required to be made by the Company in connection with this Agreement and the Mergers, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the DLR Stockholder Meeting (together with any amendments or supplements thereto, the “ Joint Proxy Statement ”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of DLR Common Stock in the Mergers will be registered pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”) and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “ Form S-4 ”), (iv) compliance with any applicable requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “ HSR Act ”), (v) compliance with any applicable requirements under the antitrust and competition laws of jurisdictions other than those of the United States (collectively, the “ Foreign Antitrust Laws ”), (vi) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Mergers, or (vii) such filings as may be required in connection with state and local transfer Taxes), (c) result in a modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Company Material Contract, Company Property Lease, Company Lease or Company Tax Protection Agreement, (d) assuming the making of all filings and notifications as may be required under the HSR Act and the Foreign Antitrust Laws and the receipt of all clearances, authorizations, approvals, consents and waiting period expirations or terminations as may be required under the HSR Act and the Foreign Antitrust Laws, violate any Order or Law applicable to the Company or any Company Subsidiaries or any of their properties, assets or operations, or (e) result in the creation or imposition of any Lien on any asset of the Company or any Company Subsidiaries; except in each of clauses (b), (c), (d) or (e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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Section 3.6 Company SEC Documents and Financial Statements .

(a) The Company has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2014 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”)) (such documents and any other documents filed or furnished by the Company with the SEC, as have been amended since the time of their filing, collectively, the “ Company SEC Documents ”). As of their respective filing dates, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) (collectively, the “ Company Financial Statements ”), (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries in all material respects, (ii) complied as of their respective dates in all material respects with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act, which adjustments are not, in the aggregate, material to the Company), and (iv) fairly present, in all material respects, the financial position and the results of operations and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. Except for the Company Operating Partnership, no Company Subsidiary is required to file periodic reports with the SEC.

(b) The Company Operating Partnership has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2014 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Sarbanes-Oxley Act) (such documents and any other documents filed or furnished by the Company Operating Partnership with the SEC, as have been amended since the time of their filing, collectively, the “ Company Operating Partnership SEC Documents ”). As of their respective filing dates, the Company Operating Partnership SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company Operating Partnership included in the Company Operating Partnership SEC

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Documents (including the related notes and schedules thereto) (collectively, the “ Company Operating Partnership Financial Statements ” and, together with the Company Financial Statements, the “ Financial Statements ”), (A) have prepared from, are in accordance with, and accurately reflect the books and records of the Company Operating Partnership and its consolidated Subsidiaries in all material respects, (B) complied as of their respective dates in all material respects with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (C) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act, which adjustments are not, in the aggregate, material to the Company Operating Partnership), and (iv) fairly present, in all material respects, the financial position and the results of operations and cash flows of the Company Operating Partnership and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Section 3.7 Internal Controls; Sarbanes-Oxley Act ; Improper Payments .

(a) Since January 1, 2014, the Company has designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization and (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since January 1, 2014, (x) the Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, (y) to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of the Company to material information required to be included in the Company’s periodic reports required under the Exchange Act, and (z) to the knowledge of the Company as of the date of this Agreement, the principal executive officer and principal financial officer of the Company have disclosed to the Company’s auditors and the audit committee of the Company Board of Directors (and made summaries of such disclosures available to DLR) (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other individuals who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, the principal executive officer and principal financial officer of the Company have made all certifications required by the Sarbanes-Oxley Act and the regulations of the SEC promulgated thereunder, and the statements contained in all such certifications were, as of their respective dates made, complete and correct in all material respects.

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(b) Since January 1, 2014 through the date of this Agreement, the Company has not received written notification from its independent accountants of any (i) “significant deficiency” or (ii) “material weakness” in the Company’s internal control over financial reporting. For the purposes of this Section 3.7(b) , the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof (it being understood that despite the date limitation in the previous sentence the occurrence of a significant deficiency or a material weakness in the Company’s internal controls over financial reporting may be taken into account when determining whether a Company Material Adverse Effect has occurred pursuant to Section 7.2(c) ).

(c) Neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, or Representative of the Company or any Company Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to any foreign or domestic government official or employee or (iii) made any unlawful bribe, rebate, payoff, include payment, kickback or other unlawful payment to any foreign or domestic government official or employee, in each case, in violation in any material respect of any applicable Anti-Corruption Law. Neither the Company nor any of its Subsidiaries has received any written communication that alleges that the Company or any of its Subsidiaries, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Section 3.8 Absence of Certain Changes .

(a) Except as contemplated by this Agreement or in the Company SEC Documents filed or furnished prior to the date hereof, since January 1, 2017, the Company has conducted, in all material respects, its business in the ordinary course consistent with past practice.

(b) From January 1, 2017 through the date hereof, no Effects have occurred, which have had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) From January 1, 2017 through the date of this Agreement, neither the Company nor any of its Subsidiaries has taken any action or agreed, committed or arranged to take any action that would be prohibited by Section 5.1(a) (solely with respect to the Company and the Company Operating Partnership), Section 5.1(b) (solely with respect to the Company and the Company Operating Partnership), Section 5.1(c) (solely with respect to the Company and the Company Operating Partnership), or Section 5.1(d) , (m), (n), (o), (p), (q), (r) or (s) if taken following the entry into this Agreement by the Company.

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Section 3.9 No Undisclosed Liabilities . Except (a) as reflected or otherwise reserved against the Company’s consolidated balance sheet as of December 31, 2016, (b) for liabilities and obligations incurred since January 1, 2017 in the ordinary course of business consistent with past practice and (c) for liabilities and obligations incurred under this Agreement or in connection with the Transactions, neither the Company nor any Company Subsidiary has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company, other than as have not had and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.10 Litigation . As of the date hereof, there is no claim, action, suit, arbitration, alternative dispute resolution action or any other judicial or administrative proceeding, in Law or equity (each, a “ Legal Proceeding ”), pending against (or to the Company’s knowledge, threatened against or naming as a party thereto), the Company, a Company Subsidiary or any executive officer or director of the Company (in their capacity as such) nor, to the knowledge of the Company, is there any investigation of a Governmental Entity pending or threatened against the Company or any Company Subsidiary, other than as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (it being understood that despite the date limitation in this sentence any such Legal Proceeding or investigation may be taken into account when determining whether a Company Material Adverse Effect has occurred pursuant to Section 7.2(c) ). Neither the Company nor any Company Subsidiary is subject to any outstanding Order of a Governmental Entity which has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.11 Company Benefit Plans .

(a) Section 3.11(a) of the Company Disclosure Letter lists all Company Benefit Plans other than any fringe benefit, perquisite or other similar policies, in each case, whether written or unwritten, which are immaterial. Neither the Company nor any Company Subsidiary has made any commitment to adopt or enter into any additional Company Benefit Plan or to amend or terminate any existing Company Benefit Plan.

(b) The Company has made available to DLR a true and complete copy, as applicable, of (i) each Company Benefit Plan (including any amendments thereto) and descriptions of all material terms of any such plan that is not in writing, (ii) the three most recent annual reports with accompanying schedules and attachments, (iii) the most recent summary plan description for each Company Benefit Plan, (iv) the most recently received determination or opinion letter, if any, issued by the IRS, (v) the three most recently prepared actuarial reports and financial statements, if any, relating to the Company Benefit Plan, (vi) all material records, notices and filings concerning IRS or U.S. Department of Labor audits or investigations that were pending during the last three years, and (vii) all non-routine, written communications and filings with any Governmental Entity relating to any Company Benefit Plan that were sent or received during the last three years.

(c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS or is the subject of a favorable opinion letter from the IRS on the form of such Company Benefit Plan and, to the Company’s knowledge, there are no facts or circumstances that would be reasonably

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likely to adversely affect the qualified status of any such Company Benefit Plan. Each trust established in connection with any Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and no fact or event has occurred that would reasonably be expected to adversely affect the exempt status of any such trust.

(d) No Company Benefit Plan is, and neither the Company nor any Company Subsidiary nor any of their respective ERISA Affiliates sponsors, maintains or contributes to, has at any time sponsored, maintained, contributed to or participated in or has any liability or obligation, whether fixed or contingent, with respect to (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA), (ii) any single employer plan or other pension plan that is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, (iii) any multiple employer plan (within the meaning of Section 413(c) of the Code), or (iv) any multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA).

(e) Neither the Company nor any Company Subsidiary has any obligation to provide (whether under an Company Benefit Plan or otherwise) health, accident, disability, life or other welfare or insurance benefits to any current or former Service Providers of the Company or any Company Subsidiary (or any spouse, beneficiary or dependent of the foregoing) beyond the termination of employment or other service of such Service Provider, other than health continuation coverage pursuant to Section 4980B of the Code or any similar state Law (“ COBRA ”). The Company, the Company Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with (i) the applicable requirements of COBRA and (ii) the applicable requirements of the Patient Protection and Affordable Care Act of 2010, as amended.

(f) Except as would not have a Company Material Adverse Effect, each Company Benefit Plan has been maintained, operated and administered in compliance with its terms and the applicable requirements of ERISA, the Code and any other applicable Laws. With respect to the Company Benefit Plans, no event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company could be subject to any material liability (other than routine claims for benefits) under the terms thereof, or with respect thereto, or under any applicable Law.

(g) The Company has provided to DLR accurate and complete copies of the Company Equity Plans and each form of award agreement thereunder, and all grants of Company Equity Awards have been made pursuant to such agreements.

(h) All contributions required to have been made under the terms of any Company Benefit Plan have been timely paid or made in full or, to the extent not yet due, properly accrued on the latest balance sheet of the Company in accordance with the terms of the Company Benefit Plan and all applicable Laws. With respect to each Company Benefit Plan, (i) no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code), breach of fiduciary duty or other failure to act or comply in connection with the administration or investment of the assets of such Company Benefit Plan has occurred that would reasonably be expected to result in material liability to the Company or any Company Subsidiary, and (ii) none of the assets of the Company, any Company Subsidiary or any of their respective ERISA Affiliates is, or may reasonably be expected to become, the subject of any lien arising under ERISA or the Code.

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(i) No Legal Proceeding is pending or, to the Company’s knowledge, threatened against, by or on behalf of any Company Benefit Plan or the assets, fiduciaries or administrators thereof (other than routine claims for benefits) that would reasonably be expected to result in material liability to the Company or any Company Subsidiary.

(j) No Company Benefit Plan, and neither the Company, nor any Company Subsidiary nor any Company Benefit Plan fiduciary with respect to any Company Benefit Plan, in any case, is the subject of an audit or investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity, nor is any such audit or investigation pending or, to the Company’s knowledge, threatened.

(k) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will (i) entitle any current or former Service Provider of the Company or any Company Subsidiary to any payment or benefit; (ii) increase the amount of compensation or benefits due to any such Service Provider; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit to any such Service Provider.

(l) Each Company Benefit Plan that is governed by the laws of any jurisdiction other than the United States or provides compensation or benefits to any current or former Service Provider of the Company or any Company Subsidiary (or any dependent thereof) who resides outside of the United States (each a “ Foreign Company Benefit Plan ”) is set forth on Section 3.11(l) of the Company Disclosure Letter. With respect to each Foreign Company Benefit Plan, (i) such Foreign Company Benefit Plan has been maintained, funded and administered in material compliance with applicable laws and the requirements of such Foreign Company Benefit Plan’s governing documents and any applicable collective bargaining agreements, (ii) all contributions to such Foreign Company Benefit Plan have been timely paid or made in full or, to the extent not yet due, properly accrued on the latest balance sheet of the Company in accordance with the terms of the Foreign Company Benefit Plan and all applicable laws, (iii) such Foreign Company Benefit Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Company Benefit Plan any required determinations, if any, that such Foreign Company Benefit Plan is in compliance in all material respects with the applicable laws and regulations of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Company Benefit Plan, (iv) there are no pending or, to the Company’s knowledge, threatened investigations by any Governmental Entity, Legal Proceedings or claims (except for claims for benefits in the ordinary course) against such Foreign Company Benefit Plan, and (v) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will create or otherwise result in any liability with respect to such Foreign Company Benefit Plan. No Foreign Company Benefit Plan has any unfunded or underfunded liabilities not accurately accrued in accordance with GAAP.

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Section 3.12 Labor Matters .

(a) Neither the Company nor any of the Company Subsidiaries is or has at any time been bound by any collective bargaining or similar agreement with respect to its employees. There is no labor strike, work stoppage, picketing, lockout, walkout or other organized work interruption pending or, to the Company’s knowledge, threatened against the Company or any of the Company Subsidiaries, and neither the Company nor any of the Company Subsidiaries has experienced any such organized work interruption during the past three years. There are no labor unions or other organizations representing or purporting to represent and, to the Company’s knowledge, no union organization campaign is in progress with respect to, any employees of the Company or any of the Company Subsidiaries. There are no unfair labor practice charges pending before the National Labor Relations Board or any other Governmental Entity, nor any grievances, complaints, claims or judicial or administrative proceedings, in each case, which are pending or, to the Company’s knowledge, threatened by or on behalf of any employees of the Company or any of the Company Subsidiaries.

(b) Except as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary is in compliance with all applicable Laws, statutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters.

(c) The Company and each Company Subsidiary has paid in full to all of its employees or adequately accrued in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. The Company and each Company Subsidiary has properly classified all of its Service Providers as either employees or independent contractors and as exempt or non-exempt for all purposes (including for purposes of the Company Benefit Plans), if applicable, and has made all appropriate filings in connection with services provided by, and compensation paid to, such Service Providers.

(d) During the three years prior to the date of this Agreement, neither the Company nor any of the Company Subsidiaries has engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of the Company Subsidiaries. The Company has delivered to DLR a true and complete list of layoffs, by location, implemented by the Company or any Company Subsidiary in the ninety (90)-day period preceding the Closing.

(e) No executive or key employee of the Company or any of the Company Subsidiaries has informed the Company or any of the Company Subsidiaries in writing of any plan to terminate employment with or services for the Company or any of the Company Subsidiaries, and, to the Company’s knowledge, no such Person or Persons has any plans to terminate employment with or services for the Company or any of the Company Subsidiaries.

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Section 3.13 Taxes .

(a) The Company and each Company Subsidiary have timely filed with the appropriate Governmental Entity all income Tax Returns and all other material Tax Returns required to be filed, taking into account any extensions of time within which to file such Tax Returns, and all such Tax Returns were complete and correct in all material respects. The Company and each Company Subsidiary have duly paid (or there has been paid on their behalf), or made adequate provisions in accordance with GAAP for, all material amounts of Taxes required to be paid by them, whether or not shown on any Tax Return. True and materially complete copies of all United States federal income Tax Returns that have been filed with the IRS by the Company and the Company Subsidiaries with respect to the taxable years ending on or after December 31, 2013 have been provided or made available to DLR.

(b) The Company was formed under the laws of Maryland as a corporation on March 2, 2007. On April 17, 2007, the Company filed an election to be treated as an S corporation with an effective date of March 2, 2007. The Company filed a second S-corporation election on July 27, 2007 and requested relief for filing late. The Company received a letter, dated December 11, 2007, from the IRS acknowledging that its S-corporation election was effective as of the date of the Company’s formation. The Company revoked its tax status as an S corporation by filing a properly executed statement providing that it revokes the election made under Code Section 1362(a) (the “ Revocation Statement ”) effective as of October 23, 2007 (the “ Revocation Date ”). The Company obtained the properly executed consent of stockholders holding a majority of its issued and outstanding shares of common stock on the Revocation Date and attached such consents to the Revocation Statement. The Revocation Statement and the stockholder consents attached thereto and the filing of such Revocation Statement complied in all respects with the requirements set forth under Treasury Regulations Sections 1.1362-6(a)(3) and 1.1362-6(b).

(c) The Company (i) for all taxable years commencing with the Company’s taxable year ended December 31, 2007 and through December 31, 2016 has been subject to taxation as a REIT and has satisfied all requirements to qualify as a REIT for such years; (ii) has operated since January 1, 2017 in a manner consistent with the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate (including with regard to the REIT distribution requirements in the taxable year that includes and/or ends on the Closing Date) in such a manner as to qualify as a REIT for its taxable year that will end with the Company Merger; and (iv) has not to its knowledge taken or omitted to take any action that could reasonably be expected to result in a challenge by the IRS or any other Governmental Entity to its status as a REIT, and to the knowledge of the Company, no such challenge is pending or threatened.

(d) (i) There are no current disputes, audits, examinations, investigations or other proceedings pending with regard to any material amounts of Taxes or material Tax Returns of the Company or any of the Company Subsidiaries and neither the Company nor any of the Company Subsidiaries is a part of any Legal Proceeding relating to Taxes; (ii) the Company and the Company Subsidiaries have not received a written notice or announcement of any audits, examinations, investigation or other proceedings; (iii) no deficiency for Taxes of the Company or any of the Company Subsidiaries has been claimed, proposed or assessed, or threatened, in each

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case, in writing, by any Governmental Entity, which deficiency has not yet been settled, except for such deficiencies which are being contested in good faith or with respect to which the failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; and (iv) neither the Company nor any Company Subsidiary has in the past three years received a claim in writing by a Governmental Entity in any jurisdiction in which it does not file Tax Returns or pay any Taxes that it is or may be subject to taxation by that jurisdiction.

(e) Each Company Subsidiary that is a REIT, partnership, joint venture or limited liability company and that has not elected to be a Taxable REIT Subsidiary has been since its formation treated for United States federal income tax purposes as a partnership, disregarded entity, or Qualified REIT Subsidiary, as the case may be, and not as a corporation or an association taxable as a corporation. No Company Subsidiary is a corporation for United States federal income tax purposes, other than a corporation that qualifies as a REIT, a Qualified REIT Subsidiary or as a Taxable REIT Subsidiary. Section 3.13(e) of the Company Disclosure Letter sets forth a true and complete list of (i) the classification for United States federal income tax purposes of each Company Subsidiary and (ii) the type of and percentage of interest (including capital account balances) held, directly or indirectly, by the Company or any Company Subsidiary in each entity treated as a partnership for income tax purposes.

(f) The Company Operating Partnership has no more than 34 partners (other than the Company) (including any Person treated as a partner under Treasury Regulations Section 1.7704-1(h)(3)).

(g) Neither the Company nor any Company Subsidiary holds directly or indirectly any asset, the disposition of which would be subject to (or to rules similar to) Section 1374 of the Code, and neither the Company nor any Company Subsidiary (other than Taxable REIT Subsidiaries) has or has had any earnings and profits attributable to any non-REIT year within the meaning of Section 857 of the Code.

(h) The Company and the Company Subsidiaries have complied, in all material respects, with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes (including but not limited to withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471 and 3402 of the Code or similar provisions under any state and foreign Laws) and have duly and timely withheld and, in each case, have paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws, and are not liable for any arrears of wages or any taxes or any penalty for failure to withhold or pay such amounts.

(i) There are no Company Tax Protection Agreements (as hereinafter defined) in force at the date hereof, and, as of the date hereof, no Person has raised in writing, or to the knowledge of the Company threatened to raise, a material claim against the Company or any Company Subsidiary for any breach of any Company Tax Protection Agreements. As used herein, “ Company Tax Protection Agreements ” means any written agreement to which the Company or any Company Subsidiary is a party pursuant to which: (i) any liability to holders of limited partnership interests in a Company Subsidiary Partnership relating to Taxes may arise, whether or not as a result of the consummation of the Transactions; and/or (ii) in connection with

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the deferral of income Taxes of a holder of limited partnership interests in a Company Subsidiary Partnership, the Company or the Company Subsidiaries have agreed to (A) maintain a minimum level of debt, continue a particular debt or provide rights to guarantee, or otherwise assume economic risk of loss with respect to, debt, (B) retain or not dispose of assets, or engage in transactions of comparable tax effect, for a period of time that has not since expired, (C) only dispose of assets in a particular manner, (D) make or refrain from making a Tax election, (E) use (or refrain from using) a specified method of taking into account book-tax disparities under Section 704(c) of the Code with respect to one or more assets of such party or any of its direct or indirect Subsidiaries, and/or (F) use (or refrain from using) a particular method for allocating one or more liabilities of such party or any of its direct or indirect Subsidiaries under Section 752 of the Code. As used herein, “ Company Subsidiary Partnership ” means a Company Subsidiary that is a partnership for United States federal income tax purposes.

(j) There are no Tax Liens upon any property or assets of the Company or any Company Subsidiary except for Permitted Liens.

(k) There are no Tax allocation or Tax sharing agreements or similar arrangements with respect to or involving the Company or any Company Subsidiary, except for customary indemnification provisions contained in credit or other commercial agreements entered into in the ordinary course of business and the primary purposes of which do not relate to Taxes, and after the Closing Date neither the Company nor any Company Subsidiary shall be bound by any such Tax allocation agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods prior to the Closing Date.

(l) Since the Company’s formation (i) neither the Company nor any Company Subsidiary has incurred any material liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, and (ii) neither the Company nor any Company Subsidiary has incurred any material liability for Taxes other than (x) in the ordinary course of business or consistent with past practice, or (y) transfer or similar Taxes arising in connection with acquisitions or dispositions of property. No event has occurred and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon the Company or the Company Subsidiaries.

(m) (i) Neither the Company nor any of the Company Subsidiaries has extended or waived (nor granted any extension or waiver of) the limitation period for the assessment or collection of any material Tax that has not since expired; and (ii) neither the Company nor any of the Company Subsidiaries currently is the beneficiary of any extension of time within which to file any material Tax Return that remains unfiled.

(n) Neither the Company nor any Company Subsidiary (i) has been a member of an affiliated group filing a consolidated federal income Tax Return or (ii) has any liability for the Taxes of any Person (other than the Company or any Company Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract (excluding customary indemnification provisions contained in credit or other commercial agreements entered into in the ordinary course of business and the primary purposes of which do not relate to Taxes), or otherwise.

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(o) Neither the Company nor any of the Company Subsidiaries has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law), and neither the Company nor any Company Subsidiary has requested, has received or is subject to any written ruling of a Governmental Entity or has entered into any written agreement with a Governmental Entity with respect to any Taxes.

(p) Since January 1, 2010, neither the Company nor any Company Subsidiary has entered into any transaction that constitutes a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

(q) Neither the Company nor any Company Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code.

(r) Neither DLR nor any DLR Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (i) change in method of accounting of the Company or any Company Subsidiary for a taxable period ending on or prior to the Closing Date, (ii) installment sale by the Company or any Company Subsidiary made on or prior to the Closing Date or (iii) election by the Company or any Company Subsidiary under Section 108(i) of the Code made prior to the Closing Date.

(s) No written power of attorney that has been granted by the Company or any Company Subsidiary (other than to the Company or a Company Subsidiary) currently is in force with respect to any matter relating to Taxes.

(t) As of the date of this Agreement, the Company is not aware of any fact or circumstance that could reasonably be expected to (i) prevent the Company Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (ii) prevent the Partnership Merger from qualifying as an “assets-over” merger pursuant to Treasury Regulations Section 1.708-1(c)(3)(i).

(u) No compensation has been or would reasonably be expected to be includable in the gross income of any “service provider” (within the meaning of Section 409A of the Code) of the Company or any Company Subsidiary as a result of the operation of Section 409A of the Code.

(v) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will result in any “parachute payment” under Section 280G of the Code (or any corresponding provision of state, local, or foreign Tax Law) with respect to any Service Provider of the Company or any Company Subsidiary.

(w) There is no contract, agreement, plan or arrangement to which the Company or any Company Subsidiary is a party which requires the Company or any Company Subsidiary to pay a Tax gross-up or reimbursement payment to any Person, including with respect to any Tax-related payments under Section 409A of the Code or Section 280G of the Code.

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Section 3.14 Contracts .

(a) Except as filed as exhibits to the Company SEC Documents filed prior to the date hereof, Section 3.14(a) of the Company Disclosure Letter sets forth a list of each note, bond, mortgage, lien, indenture, lease, license, contract or agreement, arrangement or other instrument or obligation (but excluding any Company Leases or Company Property Leases) (“ Contract ”), to which the Company or any Company Subsidiary is a party or by which any of its properties or assets are bound which, to the Company’s knowledge and as of the date hereof:

(i) is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC or required to be disclosed by the Company in a Current Report on Form 8-K;

(ii) obligates the Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $5,000,000 and is not cancelable within 90 days without material penalty to the Company or any Company Subsidiary;

(iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, or upon consummation of the Transactions, DLR or its Subsidiaries, or which restricts the conduct of any line of business that is material to the Company and the Company Subsidiaries, taken as a whole;

(iv) constitutes an Indebtedness obligation of the Company or any Company Subsidiary with a principal amount as of the date hereof greater than $5,000,000;

(v) requires the Company or any Company Subsidiary to dispose of or acquire assets or properties (other than any real property) or involves any pending or contemplated merger, consolidation or similar business combination transaction;

(vi) constitutes an interest rate cap, interest rate collar, interest rate, currency or commodity derivative or other contract or agreement relating to a hedging transaction;

(vii) sets forth the operational terms of a joint venture, partnership or similar arrangement;

(viii) constitutes a loan to any Person (other than a wholly owned Company Subsidiary) by the Company or any Company Subsidiary in an amount in excess of $5,000,000;

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(ix) is a Company IP Agreement that is material to the operation of the business of the Company and Company Subsidiaries substantially as currently conducted;

(x) prohibits the pledging of the capital stock of the Company or any Company Subsidiary or prohibits the issuance of guarantees by any Company Subsidiary;

(xi) has continuing “earn-out” or other similar contingent purchase price payment obligations;

(xii) is an agreement with, or Contract for the employment of, any employee of the Company or any Company Subsidiary that: (A) provides for annual cash compensation which may exceed $250,000, (B) provides for the payment of any cash or other compensation or benefits upon or in connection with the consummation of the transactions contemplated by this Agreement, and/or (C) provides for the payment of severance or termination pay or benefits upon a termination of the agreement or the applicable employee’s employment with the Company or a Company Subsidiary; or

(xiii) is (A) not made in the ordinary course of business consistent with past practice and (B) material to the Company and the Company Subsidiaries, taken as a whole.

(b) Each Contract of the type described above in Section 3.14(a) and in effect as of the date hereof, whether or not set forth in Section 3.14(a) of the Company Disclosure Letter, is referred to herein as a “ Company Material Contract .” Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each Company Material Contract is legal, valid and binding on the Company and each Company Subsidiary that is a party thereto, and is in full force and effect, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (A) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any other party thereto, is in breach or violation of, or default under, any Company Material Contract, and (B) no event has occurred that with notice or lapse of time or both would constitute a violation, breach or default under any Company Material Contract. Neither the Company nor any Company Subsidiary has received notice of any violation or default under or notice to terminate, not renew or challenge the validity or enforceability of any Company Material Contract, except for violations, defaults, notices to terminate or not renew or challenges to the validity or enforceability of any Company Material Contract that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(c) The Company has delivered or made available to DLR or provided to DLR for review, prior to the execution of this Agreement, true and complete copies of all of the Company Material Contracts.

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Section 3.15 Investment Company Act . Neither the Company nor any Company Subsidiary is required to be registered as an investment company under the Investment Company Act of 1940, as amended.

Section 3.16 Environmental Matters . Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect:

(a) The Company and each Company Subsidiary are, and have been since January 1, 2014, in compliance with all Environmental Laws.

(b) The Company and each Company Subsidiary have all the Environmental Permits necessary to own, lease and conduct their current operations and are in compliance with their respective Environmental Permits, and all such Environmental Permits are in good standing. All such Environmental Permits are in full force and effect, and there are no proceedings pending or, to the knowledge of the Company, threatened that would result in the revocation, suspension or material modification of any such Environmental Permit.

(c) Neither the Company nor any Company Subsidiary has received any written notice, demand, letter or claim alleging that the Company or any Company Subsidiary is in violation of, or liable under, any Environmental Law, and no judicial, administrative or compliance Order has been issued against the Company or any Company Subsidiary which remains unresolved. There is no litigation, investigation, request for information or other proceeding pending, or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary under any Environmental Law.

(d) Neither the Company nor any Company Subsidiary has entered into or agreed to any consent Order or is subject to any judgment, decree or judicial, administrative or compliance Order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances and no investigation, litigation or other proceeding is pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary under any Environmental Law.

(e) Neither the Company nor any Company Subsidiary has assumed, by contract or, to the knowledge of the Company, by operation of Law, any liability under any Environmental Law or relating to any Hazardous Substances, or is an indemnitor in connection with any claim asserted or threatened by any third-party indemnitee in writing for any liability under any Environmental Law or relating to any Hazardous Substances.

(f) Neither the Company nor any Company Subsidiary has caused, and to the knowledge of the Company, no third party has caused any release of any Hazardous Substances that would be required to be investigated or remediated by, or that would reasonably be expected to result in a liability of, the Company or any Company Subsidiary under any Environmental Law.

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(g) Notwithstanding any other provision in this Agreement, and except for Section  3.5 (Consents and Approvals; No Violations), Section  3.6 (Company SEC Documents and Financial Statements), Section  3.8 (Absence of Certain Changes), Section  3.9 (No Undisclosed Liabilities), Section 3.19(c) (Properties) and Section  3.22 (Insurance), this Section  3.16 (Environmental Matters) sets forth the sole representations and warranties of the Company and the Company Operating Partnership with respect to Environmental Laws, Hazardous Substances or other environmental matters.

Section 3.17 Intellectual Property.

(a) Section  3.17(a) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all Owned Company IP that is registered, issued or the subject of a pending application, and all material unregistered Owned Company IP, and lists: (i) for each patent or patent application, the owner, the application, publication, or patent number, the filing date and/or the issuance date, the prosecution status (e.g. issued, pending or abandoned), the normal expiration date and the country of issuance or filing; (ii) for each trademark or service mark that is registered or subject to a pending application for registration, the owner, the application number or registration number, the jurisdiction of the application or registration, and the date filed or issued; (iii) each domain name registered and the owner; and (iv) for each registered copyright or pending application for registration, the owner, the application number or registration number and date of application or registration and the jurisdiction of the application or registration.

(b) As of the date hereof, there are no disputes pending or, to the knowledge of the Company, threatened regarding any agreement (1) under which the Company or any Company Subsidiary uses or has the right to use any Licensed Company IP or (2) under which the Company or any Company Subsidiary has licensed or otherwise permitted others the right to use any Company IP (such agreements described in clauses (1) and (2) above, the “ Company IP Agreements ”).

(c) The Company or one of the Company Subsidiaries owns or otherwise has all necessary rights to all Intellectual Property Rights used or held for use in the conduct of the business of the Company as conducted prior to the Closing Date except such Intellectual Property Rights that, if not possessed by the Company or one of the Company Subsidiaries, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(d) The Company or one of the Company Subsidiaries owns and possesses all right, title and interest in and to the Owned Company IP free and clear of all Liens, other than Permitted Liens and the Company IP Agreements.

(e) The operation of the Company’s business has not infringed upon, misappropriated or otherwise violated, and is not infringing upon, misappropriating or otherwise violating, the Intellectual Property Rights of another Person, and no action, claim or proceeding alleging infringement, misappropriation, or other violation of any Intellectual Property Right of another Person is pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiaries, except, in each case, for any such infringement or misappropriation that has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2014, the Company has not received any written notice relating to any actual or alleged infringement, misappropriation, or

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violation of any Intellectual Property Right of another Person by the Company or any Company Subsidiary. To the knowledge of the Company, no Person or any of such Person’s products or services or other operation of such Person’s business is infringing upon, misappropriating or otherwise violating any Company IP in any material respect.

(f) Except for such proceedings or actions that, if resolved against the Company or any Company Subsidiary, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no proceedings or actions pending before any Governmental Entity challenging the ownership, validity or enforceability of the Owned Company IP or, to the knowledge of the Company, the Licensed Company IP and, since January 1, 2014, no such proceedings or actions have been threatened in writing against the Company or any Company Subsidiary.

(g) The information technology systems used by the Company or any Company Subsidiary (“ IT Systems ”) are designed, implemented, operated and maintained in a commercially reasonable manner to provide a commercially reasonable degree of redundancy, reliability, scalability and security with respect to the businesses of the Company and the Company Subsidiaries. Without limiting the foregoing, (i) the Company and each Company Subsidiary has taken commercially reasonable steps and implemented commercially reasonable procedures intended to ensure that its IT Systems are free from any malware, spyware, virus or other code designed or intended to materially disrupt, disable or harm the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed, and (ii) the Company and each Company Subsidiary has in effect commercially reasonable disaster recovery plans, procedures and facilities for its business and has taken steps intended to safeguard the security and the integrity of its IT Systems. To the knowledge of the Company, there have been no unauthorized intrusions or breaches of security with respect to the IT Systems, except for any intrusions or breaches which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(h) The Company and each Company Subsidiary comply, and have complied, in all material respects with such party’s contractual commitments to third parties regarding personally identifiable information and such party’s customers’ confidential information uploaded or otherwise provided or made accessible to the Company or any Company Subsidiary in connection with any product or service offered by the Company or any Company Subsidiary (collectively, “ Sensitive Information ”). The Company and each Company Subsidiary comply and have since January 1, 2014 complied with all applicable Laws related to the collection, use, access to, transmission, disclosure, alteration or handling of Sensitive Information, except for any non-compliance that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(i) The Company and each Company Subsidiary has taken commercially reasonable measures designed to protect and maintain the confidential nature of any Sensitive Information to which the Company or any Company Subsidiary has access and to protect such Sensitive Information against loss, theft and unauthorized access or disclosure. Such measures are consistent with and have conformed to any contractual commitments of the Company and each Company Subsidiary to its customers and other third parties relating to information security

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in all material respects. To the knowledge of the Company, there has been no unauthorized access to, or unauthorized disclosure or use of, Sensitive Information in the possession or control of the Company or any Company Subsidiary, except for any access or disclosure which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written claims, notices or complaints regarding the Company’s or any Company Subsidiary’s information handling or security practices or the disclosure, retention, misuse or security of any Sensitive Information.

Section 3.18 Compliance with Laws; Permits .

(a) (i) Each of the Company and the Company Subsidiaries has complied and is in compliance with all Laws which affect the business, properties, assets or operations of the Company and the Company Subsidiaries and (ii) no notice, charge or assertion has been received by the Company or any Company Subsidiary or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary alleging any non-compliance with any such Laws, except with respect to clauses (i) and (ii) above, for such non-compliance that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to the ownership and operation of the Company Properties, (ii) neither the Company nor the Company Subsidiaries has received any written notice from any Governmental Entity alleging any material violation of any applicable Law relating to the ownership and operation of the Company Properties, and (iii) to the Company’s knowledge, no Legal Proceeding or Order by any Governmental Entity exists or is pending against the Company Properties, alleging any material failure to comply with Laws relating to the ownership and operation of the Company Properties.

(c) The Company and the Company Subsidiaries are in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and the Company Subsidiaries to own, lease and operate their properties or for the Company and the Company Subsidiaries to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Laws, and substantially in the manner described in the Company SEC Documents filed prior to the date hereof (the “ Company Permits ”), and all such Company Permits are valid, and in full force and effect, except, in each case, where the failure to possess and maintain such Company Permits in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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Section 3.19 Properties .

(a) Section 3.19(a) of the Company Disclosure Letter sets forth a list of the address of each real property (and noting whether such real property is) owned, leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by the Company or any Company Subsidiary as of the date hereof (all such real property, together with all right, title and interest of the Company and any Company Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances to such real property, are individually referred to herein as a “ Company Property ” and collectively referred to herein as the “ Company Properties ”).

(b) Section 3.19(b)(i) of the Company Disclosure Letter sets forth a list of the address of each facility and real property which, as of the date hereof, is under contract by the Company or a Company Subsidiary for purchase or which is required under a binding contract to be leased or subleased or licensed by the Company or a Company Subsidiary after the date hereof. Except as is set forth in Section 3.19(b)(ii) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is (x) obligated to dispose of any Company Property or acquire any interest in real property or (y) bound by any unexpired option to purchase agreement, right of first refusal or first offer or any other right to purchase, ground lease or otherwise acquire any Company Property or any portion thereof, in each case with a fair market value in excess of $5,000,000.

(c) The Company or a Company Subsidiary has good and marketable freehold or fee simple title or valid leasehold title (as applicable) to, each of the Company Properties, in each case, free and clear of Liens, except for Permitted Liens.

(d) Neither the Company nor any Company Subsidiary has received written notice that, or has knowledge of, (i) any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Company Properties or any agreement, easement or other right that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Company Properties is not in full force and effect as of the date hereof, except for such failures to be in full force and effect that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, or of any pending threat of modification or cancellation of any of same, that would reasonably be expected to have a Company Material Adverse Effect, or (ii) any uncured violation of any Laws affecting any of the Company Properties which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

(e) No certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Company Properties or any agreement, easement or other right that is necessary to permit the current use of the buildings and improvements on any of the Company Properties or that is necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Company Properties has failed to be obtained or is not in full force and effect, and neither the Company nor any Company Subsidiary has received written notice of any outstanding threat of modification, violation or cancellation of any such certificate, variance, permit or license, except for any of the foregoing as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

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(f) Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the rent roll summary attached to Section 3.19(f) of the Company Disclosure Letter correctly references each Company Lease that was in effect as of the dates shown therein and to which the Company or any Company Subsidiary is a party as lessor or sublessor or licensor with respect to each of the applicable Company Properties (together with all amendments, modifications, guarantees, renewals and extensions exercised related thereto, the “ Company Leases ”). True and complete copies in all material respects of the Company Leases, in each case in effect as of the date hereof, have been made available to DLR.

(g) True and complete copies in all material respects of all ground and other leases affecting the interest of the Company or any Company Subsidiary in the Company Properties pursuant to which the Company or any Company Subsidiary is lessee or sublessee and all amendments, modifications (including pursuant to any estoppel), guarantees, renewals and extensions exercised related thereto (collectively, the “ Company Property Leases ”) in effect as of the date hereof, have been made available to DLR.

(h) Except as individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (A) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any other party thereto, is in breach or violation of, or default under, any Company Lease or Company Property Lease, (B) no event has occurred that with notice or lapse of time or both would constitute a violation, breach or default under any Company Lease or Company Property Lease and (C) each Company Lease and each Company Property Lease is legal, valid and binding on the Company and each Company Subsidiary that is a party thereto, and is in full force and effect, except as may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (2) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither the Company nor any Company Subsidiary has received notice of any violation or default under or notice to terminate, not renew or challenge the validity or enforceability of any Company Lease or Company Property Lease, except for violations, defaults, notices to terminate or challenges to the validity or enforceability of any Company Lease or Company Property Lease that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(i) As of the date hereof, no purchase option (if any) has been exercised under any Company Lease for which the purchase has not closed prior to the date hereof.

(j) Neither the Company nor any Company Subsidiary is a party to any agreement pursuant to which the Company or any Company Subsidiary manages or manages the development of any real property for any Person other than the Company or a Company Subsidiary.

(k) The Company and each Company Subsidiary, as applicable, is in possession of title insurance policies or valid marked-up title commitments evidencing title insurance with respect to each Company Property (each, a “ Company Title Insurance Policy ” and, collectively, the “ Company Title Insurance Policies ”). A copy of each Company Title Insurance Policy in the possession of the Company has been made available to DLR. No written claim has been made against any Company Title Insurance Policy, which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

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(l) The Company and the Company Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used, or held for use by them as of the date hereof (other than property owned by tenants under a Company Lease and used or held in connection with the applicable tenancy and other than property owned by any third party managers), except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. None of the Company’s or any of the Company Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens. As of the date hereof neither the Company nor any Company Subsidiary has any leased personal property.

(m) Section 3.19(m) of the Company Disclosure Letter lists the parties currently providing third-party property management services to the Company Properties and a list of the Company Properties currently managed by each such party. Correct and complete copies in all material respects of all agreements pursuant to which such parties provide such third-party property management services to the Company Properties (together with all amendments and modifications and all renewals and extensions exercised related thereto), in each case in effect as of the date hereof, have been made available to DLR.

(n) The Company Properties and all personal property owned, used, or held for use, in connection therewith, (i) are, to the knowledge of the Company, in working order sufficient for their normal operation in the manner currently being operated and without any structural defects, other than as may be disclosed in any physical condition reports that have been made available to DLR and other than repairs and maintenance necessary in the ordinary course given such property’s age and intended use, and (ii) are, to the knowledge of the Company, adequate and suitable for the purposes for which they are presently being used except as in each case would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

(o) Except as set forth on Section 3.19(o) of the Company Disclosure Letter, no Company Lease contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, or upon consummation of the Transactions, DLR or its Subsidiaries, or which restricts the conduct of any line of business that is material to the Company and the Company Subsidiaries, taken as a whole.

(p) The Company has received no written notice of, nor to the Company’s knowledge, is there threatened, any appropriation, condemnation or like proceeding or order materially affecting any Company Property or any part thereof (or sale or other disposition of any Company Property or any part thereof in lieu of any condemnation or like action) except as would not, individually or in the aggregate be reasonably expected to have a Company Material Adverse Effect.

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(q) To the knowledge of the Company, Section 3.19(q) of the Company Disclosure Letter sets forth a true and complete list of all agreements which require the Company or any Company Subsidiary to pay any leasing, brokerage or similar commission in connection with the Company Leases or Company Property Leases. The Company has delivered or made available to DLR true, correct and complete (in all material respects) copies of all such leasing, brokerage, and commission agreements, and no such leasing, brokerage or commission agreements have been amended, modified or terminated except as set forth in Section 3.19(q) of the Company Disclosure Letter.

(r) Except as set forth on Section 3.19(r) of the Company Disclosure Letter, there are no Infrastructure Agreements affecting the Company Properties other than such Infrastructure Agreements as are reasonable and customary and entered into in the ordinary course and which do not impose material obligations on the Company or any Company Subsidiary. The Company and each Company Subsidiary holds such right, title and interest in and to the Infrastructure Agreements as is reasonably necessary to conduct its business as presently conducted, and neither the Company nor any Company Subsidiary has experienced any unresolved disputes or issue related to the Infrastructure Agreements that have arisen in connection with the Infrastructure Agreements, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any other party thereto, is in breach or violation of, or default under, any Infrastructure Agreement, (ii) no event has occurred that with notice or lapse of time or both would constitute a violation, breach or default under any Infrastructure Agreement and (iii) each Infrastructure Agreement is legal, valid and binding on the Company and each Company Subsidiary that is a party thereto, and is in full force and effect, except as may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

(s) None of the Company nor any Company Subsidiary has entered into any Company Lease or other agreement to provide electric power to any Person (x) except in the ordinary course of business or (y) that, in the case of any Operating Company Property, would obligate the Company to provide, to tenants under Company Leases at such Operating Company Property, electric power in excess of the aggregate amount of electric power available at such Operating Company Property.

(t) Section 3.19(t) of the Company Disclosure Letter lists (i) each Company Property that is under construction and/or development as of the date of this Agreement and describes the status of such construction and/or development as of the date hereof (each, a “ Development Property ”) and (ii) all properties currently proposed for development or commencement of construction prior to the Closing Date by the Company and each Company Subsidiary pursuant to binding agreements. With respect to each Development Property, the Company and Company Subsidiaries have obtained all necessary and appropriate certificates, permits (including all building permits), licenses, agreements, easements and other rights which are necessary to permit the construction and development thereof, including all utilities, driveways, roads and other means of egress and ingress to and from any such Development Property as necessary for such construction and development and the lawful use and operation thereof upon completion. Neither the Company nor any Company Subsidiary has received

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notice of any intention on the part of any Person to cancel, suspend or modify any of such certificates, permits, licenses, agreements, easements or other rights. With respect to each Development Property, Section 3.19(t)(ii) of the Company Disclosure Letter sets forth (A) the total budgeted costs of development and construction for such Development Property, (B) the total amount spent or incurred by the Company or a Company Subsidiary in connection therewith as of the date hereof, (C) the Company’s good faith estimate of the aggregate costs to complete such Development Property in accordance with the current plans and specifications therefor and (D) whether, to the Company’s knowledge, there are any anticipated material cost overruns (including the nature and amount thereof, if any) or material change orders.

Section 3.20 Information in the Form S-4 and Joint Proxy Statement . None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of DLR, at the time of the Company Stockholder Meeting and the DLR Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Partnership Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in the Election Solicitation Statement will, at the date it is first mailed to the unitholders of the Company Operating Partnership, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the Transactions, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section  3.20 will not apply to statements or omissions included in the Form S-4, the Joint Proxy Statement or the Election Solicitation Statement to the extent based upon information supplied to the Company or the Company Operating Partnership by or on behalf of DLR, REIT Merger Sub, DLR OP, Merger Sub GP or OP Merger Sub.

Section 3.21 Opinion of Financial Advisor s . The Company Board of Directors has received the oral opinion of Goldman Sachs & Co. LLC (the “ Company Financial Advisor ”), to be confirmed in writing, to the effect that, as of the date hereof and based on and subject to the assumptions, qualifications, limitations and other matters set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair, from a financial point of view to the holders (other than DLR and its affiliates) of the Company Shares.

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Section 3.22 Insurance . The Company and the Company Subsidiaries are either self-insured or have policies of insurance covering the Company, the Company Subsidiaries or any of their respective properties or assets, including policies of property, fire, workers’ compensation, products liability, directors’ and officers’ liability, and other casualty and liability insurance, and in each case in such amounts and with respect to such risks and losses, which the Company believes are adequate for the operation of its business. All such insurance policies are in full force and effect, no written notice of or, to the knowledge of the Company, threat of, cancellation, non-renewal, alteration in coverage or premium increase has been received by the Company or any Company Subsidiary under such policies, and there is no existing default or event which, with the giving of notice or lapse of time or both, has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, all premiums payable under such insurance policies have been paid.

Section 3.23 Related Party Agreements . Except as set forth in the Company SEC Documents made through and including the date hereof or as permitted by this Agreement, from January 1, 2014 through the date hereof, there have been no agreements, arrangements or understandings between the Company or any Company Subsidiary (or binding on any of their respective properties or assets), on the one hand, and any affiliate (including any past or present officer or director or employee of the Company or the Company Operating Partnership) thereof, on the other hand (other than those exclusively among the Company and the Company Subsidiaries), that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC (a “ Company Related Party Agreement ”).

Section 3.24 Mortgage Backed Securities . Neither the Company nor any Company Subsidiary is the owner of or issuer of market mortgage backed securities.

Section 3.25 Mortgage Loans . Neither the Company nor any Company Subsidiary is the holder of any mortgage loans.

Section 3.26 Brokers; Expenses . No broker, investment banker, financial advisor or other Person (other than the Company Financial Advisor and the Persons listed on Section  3.26 of the Company Disclosure Letter, whose fees and expenses shall be paid by the Company), is entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement, the Company Merger or the Partnership Merger based upon arrangements made by or on behalf of Company or the Company Operating Partnership. Correct and complete copies of all agreements between the Company and the Company Financial Advisor concerning this Agreement and the Transactions, including any fee arrangement, have been previously made available to DLR.

Section 3.27 Takeover Statutes . Assuming the accuracy of the representations and warranties of DLR, REIT Merger Sub, DLR OP, Merger Sub GP and OP Merger Sub in Section  4.23 , the Company Board of Directors has taken all action necessary to render inapplicable to the Company Merger and the other Transactions, the restrictions on business combinations contained in Subtitle 6 of Title 3 of the MGCL and Subtitle 7 of Title 3 of the MGCL. No other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar federal or state Law (collectively, “ Takeover Statutes ”) are applicable to this Agreement, the Company Merger, the Partnership Merger or the other Transactions.

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Section 3.28 Dissenters ’ Rights . As of the date hereof, no dissenters’, appraisal or similar rights are available to the holders of Company Common Stock or the Company Partnership Units with respect to the Company Merger, the Partnership Merger or the other Transactions.

Section 3.29 Vote Required . The Company Stockholder Approval is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Transactions, including the Mergers. No vote of the holders of Company Partnership Units is necessary to approve the Transactions, including the Mergers.

Section 3.30 Transaction Expenses . Section  3.30 of the Company Disclosure Letter sets forth the Company’s good faith estimate, as of the date of this Agreement, of the total Expenses to be incurred by the Company and the Company Subsidiaries prior to the Closing in connection with the transactions contemplated by this Agreement.

Section 3.31 Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties . The Company and the Company Operating Partnership have conducted their own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of DLR and the DLR Subsidiaries and acknowledge that the Company and the Company Operating Partnership have been provided access to personnel, properties, premises and records of DLR and the DLR Subsidiaries for such purposes. In entering into this Agreement, the Company and the Company Operating Partnership have relied solely upon the representations and warranties set forth in this Agreement and their independent investigation and analysis of DLR and the DLR Subsidiaries, and the Company and the Company Operating Partnership acknowledge and agree that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, made by DLR, any of the DLR Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or DLR’s Representatives that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. The Company and the Company Operating Partnership acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement, none of DLR, REIT Merger Sub, DLR OP, Merger Sub GP or OP Merger Sub makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Company Merger and the Partnership Merger, and the Company and the Company Operating Partnership are not relying on any representation or warranty except for those expressly set forth in this Agreement.

Section 3.32 No Other Representations or Warranties . Except for the representations and warranties set forth in this Article III , neither the Company, the Company Operating Partnership nor any other Person makes any express or implied representation or warranty with respect to the Company or the Company Operating Partnership or with respect to any other information provided to DLR, REIT Merger Sub, DLR OP, Merger Sub GP or OP Merger Sub in connection with the Transactions.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE DLR PARTIES

The DLR Parties represent and warrant to the Company, jointly and severally, as set forth in this Article IV . The following representations and warranties by the DLR Parties are qualified in their entirety by reference to the disclosures (i) in the DLR SEC Documents (excluding any disclosures contained or referenced therein under the captions “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein relating to information, factors or risks that are predictive, cautionary or forward-looking in nature) filed on or after January 1, 2017 and prior to the date hereof (other than matters requested to be disclosed for purposes of Section 4.8(b) or otherwise specifically required to be disclosed for purposes of Article IV , which matters shall only be qualified by specific disclosure in the respective corresponding section of the DLR Disclosure Letter) and (ii) set forth in DLR’s disclosure letter delivered to the Company immediately prior to the execution of this Agreement (the “ DLR Disclosure Letter ”). Each disclosure set forth in the DLR Disclosure Letter shall qualify the Section to which it corresponds and any other Section to the extent the applicability of the disclosure to each other Section is reasonably apparent from the text of the disclosure made.

Section 4.1 Organization and Qualification; Subsidiaries .

(a) Each of the DLR Parties is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite corporate or other power, as the case may be, and authority to conduct its business as now being conducted. Each of the DLR Parties is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect. DLR has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the DLR Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the DLR Governing Documents in all material respects. DLR OP has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the DLR OP Partnership Agreement not filed as of the date hereof with the SEC and is in compliance with the terms of the DLR OP Partnership Agreement in all material respects. REIT Merger Sub has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the REIT Merger Sub Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the REIT Merger Sub Governing Documents in all material respects.

(b) Section  4.1(b)(i) of the DLR Disclosure Letter sets forth as of June 6, 2017 a true and complete list of the Subsidiaries of DLR (each, a “ DLR Subsidiary ”), together with the jurisdiction of organization or incorporation, as the case may be, of each DLR Subsidiary. Each Significant Subsidiary (i) is duly organized, validly existing, in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction of

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its organization and is in compliance in all material respects with the terms of its constituent organizational or governing documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect.

(c) Except for the equity interests of the DLR Subsidiaries, the Company does not own, directly or indirectly, any other capital stock, debt securities or equity securities (including any securities convertible into shares or equity interests of) or other capital interests of any other Person.

(d) Section  4.1(d) of the DLR Disclosure Letter sets forth a true and complete list of each DLR Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Section 4.2 Capitalization .

(a) The authorized capital stock of DLR consists of (i) 265,000,000 shares of DLR Common Stock and (ii) 110,000,000 shares of preferred stock, par value $0.01 per share (“ DLR Preferred Stock ”), of which, as of the date hereof, (x) 10,350,000 shares are designated as 5.875% Series G Cumulative Redeemable Preferred Stock (the “ DLR Series G Preferred Stock ”), (y) 15,800,000 shares are designated as 7.375% Series H Cumulative Redeemable Preferred Stock (the “ DLR Series H Preferred Stock ”) and (z) 11,500,000 shares are designated as 6.350% Series I Cumulative Redeemable Preferred Stock (the “ DLR Series I Preferred Stock ”). At the close of business on June 6, 2017 (A) 162,180,489 shares of DLR Common Stock were issued and outstanding (which includes 321,737 unvested restricted shares), (B) 10,000,000 shares of DLR Series G Preferred Stock, 14,600,000 shares of DLR Series H Preferred Stock and 10,000,000 shares of DLR Series I Preferred Stock were issued and outstanding, respectively, (C) 3,748,171 shares of DLR Common Stock were reserved for issuance in connection with future grants of awards under the DLR Equity Plan and (D) 1,931,275 shares of DLR Common Stock were reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the DLR Equity Plan. All of the outstanding shares of DLR capital stock are duly authorized, validly issued, fully paid and nonassessable, and all shares of DLR Common Stock to be issued in connection with the Mergers, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and will be issued in compliance with applicable securities Laws. Except as set forth in this Section  4.2 , there is no other outstanding capital stock of DLR. There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) (“ DLR Voting Debt ”) of DLR or any DLR Subsidiary issued and outstanding. Except for awards granted under the DLR Equity Plans (the “ DLR Equity Awards ”) and DLR Partnership Units outstanding as of the date hereof, there are, as of the date hereof, no (x) options, warrants, calls, LTIP Units or profits interest units, stock appreciation rights, restricted stock, restricted stock units, “phantom” stock rights, performance units, other

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equity or equity-linked compensation awards, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to the issued or unissued capital stock of DLR or any DLR Subsidiary or units in DLR OP, obligating DLR or any DLR Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or DLR Voting Debt of, or other equity interest in, DLR or any DLR Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating DLR or any DLR Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “ DLR Equity Interests ”) or (y) outstanding contractual obligations of DLR to repurchase, redeem or otherwise acquire any shares of DLR Common Stock or any capital stock of, or other DLR Equity Interests in, DLR or any DLR Subsidiary or any other Person, including under any stock repurchase plan, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in DLR, any DLR Subsidiary or any other Person.

(b) There are no voting trusts, proxies or other agreements to which DLR or any DLR Subsidiary is a party with respect to the voting of the DLR Common Stock or any capital stock of, or other DLR Equity Interest, of DLR or any DLR Subsidiary. Neither DLR nor any DLR Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any capital stock or other DLR Equity Interests. There are no outstanding obligations to which DLR or any DLR Subsidiary is a party (i) restricting the transfer of, or (ii) limiting the exercise of voting rights with respect to, any capital stock or other DLR Equity Interests in any DLR Subsidiary (including DLR OP).

(c) DLR, DLR OP or another DLR Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other DLR Equity Interests of each of the DLR Subsidiaries (other than DLR Partnership Units held by limited partners), free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws and Liens as may be applicable to the equity interests of non-wholly owned DLR Subsidiaries and equity investees, and other than, in the case of DLR Subsidiaries that are immaterial to DLR, immaterial Liens), and all of such shares of capital stock or other DLR Equity Interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

(d) Section 4.2(d) of the DLR Disclosure Letter sets forth as of the date hereof a list of all of the partners of DLR OP, together with the number and type of DLR Partnership Units held by each such partner in DLR OP. Other than the DLR Partnership Units owned by the limited partners of DLR OP set forth in Section 4.2(d) of the DLR Disclosure Letter, DLR directly owns all of the issued and outstanding DLR Partnership Units of DLR OP, free and clear of any Liens, and all DLR Partnership Units have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. As of the date hereof, there is no capital stock or other DLR Equity Interests of DLR OP issued and outstanding other than such DLR Partnership Units.

(e) All dividends or other distributions on the shares of DLR Common Stock and any material dividends or other distributions on any securities of any DLR Subsidiary which have been authorized and declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

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Section 4.3 Authorization; Validity of Agreement ; Necessary Action .

Each of the DLR Parties has all necessary corporate and limited partnership, as applicable, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergers and the other Transactions. The execution, delivery and performance by the DLR Parties of this Agreement and the consummation by each of them of the Mergers and the other Transactions have been duly and validly authorized by all necessary corporate, limited liability company or limited partnership, as applicable, action on the part of such DLR Party, subject to receipt of the DLR Stockholder Approval and the adoption or approval of this Agreement by DLR as the sole shareholder of REIT Merger Sub, and no other corporate, limited liability company or limited partnership, as applicable, action on the part of any DLR Party is necessary to authorize the execution and delivery by the DLR Parties of this Agreement and the consummation by them of the Mergers and the other Transactions, subject, in the case of the Mergers, to the filing of the Articles of Merger and Articles of Partnership Merger with, and acceptance for record of the Articles of Merger and Articles of Partnership Merger by, the SDAT and, in the case of the issuance of DLR Common Stock in connection with the Mergers, to the approval of such issuance by the DLR Stockholder Approval. This Agreement has been duly executed and delivered by each DLR Party and, assuming due and valid authorization, execution and delivery hereof by the Company and the Company Operating Partnership, is a valid and binding obligation of each DLR Party enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Section 4.4 Board Approvals .

(a) The DLR Board of Directors, at a duly held meeting, has (i) duly and validly authorized the execution and delivery of this Agreement and declared advisable the Mergers and the other Transactions, (ii) directed that the issuance of shares of DLR Common Stock in connection with the Mergers be submitted for consideration at the DLR Stockholder Meeting, and (iii) resolved to recommend that the stockholders of DLR vote in favor of the approval of the issuance of shares of DLR Common Stock in connection with the Mergers and to include such recommendation in the Joint Proxy Statement.

(b) DLR, in its capacity as the sole member of REIT Merger Sub, has duly and validly authorized the execution and delivery of this Agreement by REIT Merger Sub and the consummation by REIT Merger Sub of the Company Merger and the other Transactions and no other consent or approval by or on behalf of REIT Merger Sub is necessary to authorize REIT Merger Sub’s entry into this Agreement or consummation of the Company Merger or other Transactions.

(c) The general partner of DLR OP has (i) determined that this Agreement, the Mergers and the other Transactions are advisable, and in the best interests of DLR OP and (ii) duly and validly authorized the execution and delivery of this Agreement and declared advisable the Mergers and the other Transactions.

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(d) Each of Merger Sub GP and DLR OP in its capacity as a member of OP Merger Sub has duly and validly authorized the execution and delivery of this Agreement by OP Merger Sub and the consummation by OP Merger Sub of the Partnership Merger and the other Transactions and no other consent or approval by or on behalf of OP Merger Sub is necessary to authorize OP Merger Sub’s entry into this Agreement or consummation of the Partnership Merger or other Transactions.

Section 4.5 Consents and Approvals; No Violations . None of the execution, delivery or performance of this Agreement by any DLR Party, the consummation by the DLR Parties of the Mergers or any of the other Transactions or compliance by the DLR Parties with any of the provisions of this Agreement will (a) contravene, conflict with or result in any breach of any provision of the DLR Governing Documents, the DLR OP Partnership Agreement or the comparable organizational or governing documents of any other DLR Party or any Significant Subsidiary, (b) require any filing by any DLR Party or any Significant Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the MGCL, the MRULPA or the MLLCA in connection with the Mergers, (iii) such filings with the SEC as may be required to be made by DLR in connection with this Agreement and the Mergers, including the Joint Proxy Statement and the Form S-4, (iv) compliance with any applicable requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (v) compliance with any applicable requirements under the antitrust and competition laws of jurisdictions other than those of the United States, (vi) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Mergers, or (vii) such filings as may be required in connection with state and local transfer Taxes), (c) result in a modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract that is material to DLR, (d) violate any Order or Law applicable to any DLR Party or any DLR Subsidiary or any of their properties, assets or operations, or (e) result in the creation or imposition of any Lien on any asset of any DLR Party or any DLR Subsidiaries other than DLR Permitted Liens; except in each of clauses (b), (c), (d) or (e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect.

Section 4.6 DLR SEC Documents and DLR Financial Statements .

(a) DLR has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2014 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Sarbanes-Oxley Act) (such documents and any other documents filed or furnished by DLR with the SEC, as have been amended since the time of their filing, collectively, the “ DLR SEC Documents ”). As of their respective filing dates, the DLR SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not

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misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of DLR included in the DLR SEC Documents (including the related notes and schedules thereto) (collectively, the “ DLR Financial Statements ”) (i) have been prepared from, are in accordance with, and accurately reflect the books and records of DLR and the consolidated DLR Subsidiaries in all material respects, (ii) complied as of their respective dates in all material respects with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act, which adjustments are not, in the aggregate, material to DLR), and (iv) fairly present, in all material respects, the financial position and the results of operations and cash flows of DLR and its consolidated Subsidiaries as of the times and for the periods referred to therein. Except for DLR OP, no DLR Subsidiary is required to file periodic reports with the SEC.

(b) DLR OP has filed or furnished (as applicable), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2014 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Sarbanes-Oxley Act) (such documents and any other documents filed or furnished by DLR OP with the SEC, as have been amended since the time of their filing, collectively, the “ DLR OP SEC Documents ”). As of their respective filing dates, the DLR OP SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of DLR OP included in the DLR OP SEC Documents (including the related notes and schedules thereto) (i) have been prepared from, are in accordance with, and accurately reflect the books and records of DLR OP and its consolidated Subsidiaries in all material respects, (ii) complied as of their respective dates in all material respects with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act, which adjustments are not, in the aggregate, material to DLR OP), and (iv) fairly present, in all material respects, the financial position and the results of operations and cash flows of DLR OP and its consolidated Subsidiaries as of the times and for the periods referred to therein.

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Section 4.7 Internal Controls; Sarbanes-Oxley Act; Improper Payments .

(a) Since January 1, 2014, DLR has designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization and (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since January 1, 2014, (x) DLR has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by DLR in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to DLR’s management as appropriate to allow timely decisions regarding required disclosure, (y) to the knowledge of DLR, such disclosure controls and procedures are effective in timely alerting the principal executive officer and principal financial officer of DLR to material information required to be included in DLR’s periodic reports required under the Exchange Act and (z) to the knowledge of DLR as of the date of this Agreement, the principal executive officer and principal financial officer of DLR have disclosed to DLR’s auditors and the audit committee of the DLR Board of Directors (and made summaries of such disclosures available to the Company) (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect DLR’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in DLR’s internal controls over financial reporting. As of the date of this Agreement, the principal executive officer and principal financial officer of DLR have made all certifications required by the Sarbanes-Oxley Act and the regulations of the SEC promulgated thereunder, and the statements contained in all such certifications were, as of their respective dates made, complete and correct in all material respects.

(b) Since January 1, 2014 through the date of this Agreement, DLR has not received written notification from its independent accountants of any (i) “significant deficiency” or (ii) “material weakness” in DLR’s internal control over financial reporting. For the purposes of this Section 4.7(b) , the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof (it being understood that despite the date limitation in the previous sentence the occurrence of a significant deficiency or a material weakness in DLR’s internal controls over financial reporting may be taken into account when determining whether a DLR Material Adverse Effect has occurred pursuant to Section 7.3(d)) .

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(c) Neither DLR nor any DLR Subsidiary nor, to the knowledge of DLR, any director, officer or Representative of DLR or any DLR Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to any foreign or domestic government official or employee or (iii) made any unlawful bribe, rebate, payoff, include payment, kickback or other unlawful payment to any foreign or domestic government official or employee, in each case, in violation in any material respect of any applicable Anti-Corruption Law. Neither DLR nor any DLR Subsidiary has received any written communication that alleges that DLR or any DLR Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Section 4.8 Absence of Certain Changes .

(a) Except as contemplated by this Agreement or in the DLR SEC Documents filed or furnished prior to the date hereof, since January 1, 2017, DLR has conducted, in all material respects, its business in the ordinary course consistent with past practice.

(b) From January 1, 2017 through the date hereof, no Effects have occurred, which have had or would reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect.

Section 4.9 No Undisclosed Liabilities . Except (a) as reflected or otherwise reserved against on DLR’s balance sheet as of December 31, 2016, (b) for liabilities and obligations incurred since January 1, 2017 in the ordinary course of business consistent with past practice and (c) for liabilities and obligations incurred under this Agreement or in connection with the Transactions, neither DLR nor any DLR Subsidiary has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet, other than as have not had and would not be reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect.

Section 4.10 Litigation . As of the date hereof, there is no Legal Proceeding pending against (or to DLR’s knowledge, threatened against or naming as a party thereto), DLR, a DLR Subsidiary or any executive officer or director of DLR (in their capacity as such) nor, to the knowledge of DLR, is there any investigation of a Governmental Entity pending or threatened against DLR or any DLR Subsidiary, other than as have not had and would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect (it being understood that despite the date limitation in this sentence any such Legal Proceeding or investigation may be taken into account when determining whether a DLR Material Adverse Effect has occurred pursuant to Section 7.3(d) ). Neither DLR nor any DLR Subsidiary is subject to any outstanding Order of a Governmental Entity which has had or would reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect.

Section 4.11 DLR Benefit Plans .

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect, no DLR Benefit Plan is, and neither DLR nor any DLR Subsidiaries nor any of their respective ERISA Affiliates sponsors, maintains or contributes to, has at any time sponsored, maintained, contributed to or participated in or has any liability or obligation, whether fixed or contingent, with respect to (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA), (ii) any single employer plan or other pension plan that is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, (iii) any multiple employer plan (within the meaning of Section 413(c) of the Code), or (iv) any multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA).

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(b) Except as would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect, each DLR Benefit Plan has been maintained, operated and administered in compliance with its terms and the applicable requirements of ERISA, the Code and any other applicable Laws.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect, with respect to each DLR Benefit Plan that is governed by the laws of any jurisdiction other than the United States or provides compensation or benefits to any current or former Service Provider of DLR or any DLR Subsidiary (or any dependent thereof) who resides outside of the United States (each a “ Foreign DLR Benefit Plan ”), (i) such Foreign DLR Benefit Plan has been maintained, funded and administered in compliance with applicable laws and the requirements of such Foreign DLR Benefit Plan’s governing documents and any applicable collective bargaining agreements, (ii) such Foreign DLR Benefit Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign DLR Benefit Plan any required determinations, if any, that such Foreign DLR Benefit Plan is in compliance in all material respects with the applicable laws and regulations of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign DLR Benefit Plan, and (iii) there are no pending or, to DLR’s knowledge, threatened investigations by any Governmental Entity, Legal Proceedings or claims (except for claims for benefits in the ordinary course) against such Foreign DLR Benefit Plan.

Section 4.12 Labor Matters.

(a) Neither DLR nor any of the DLR Subsidiaries is or has at any time been bound by any collective bargaining or similar agreement with respect to its employees residing in the United States. There is no labor strike, work stoppage, picketing, lockout, walkout or other organized work interruption pending or, to DLR’s knowledge, threatened against DLR or any of the DLR Subsidiaries, and neither DLR nor any of the DLR Subsidiaries has experienced any such organized work interruption during the past three years. There are no labor unions or other organizations representing or purporting to represent and, to DLR’s knowledge, no union organization campaign is in progress with respect to, any employees of DLR or any of the DLR Subsidiaries residing in the United States. There are no unfair labor practice charges pending before the National Labor Relations Board or any other Governmental Entity, nor any grievances, complaints, claims or judicial or administrative proceedings, in each case, which are pending or, to DLR’s knowledge, threatened by or on behalf of any employees of DLR or any of the DLR Subsidiaries.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect, DLR and each of the DLR Subsidiaries are in compliance with all applicable Laws, statutes, rules and regulations respecting employment and fair employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters.

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(c) During the three years prior to the date of this Agreement, neither DLR nor any of the DLR Subsidiaries has engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of DLR or any of the DLR Subsidiaries.

Section 4.13 Taxes .

(a) DLR and each DLR Subsidiary have timely filed with the appropriate Governmental Entity all income Tax Returns and all other material Tax Returns required to be filed, taking into account any extensions of time within which to file such Tax Returns, and all such Tax Returns were complete and correct in all material respects. DLR and each DLR Subsidiary have duly paid (or there has been paid on their behalf), or made adequate provisions in accordance with GAAP for, all material amounts of Taxes required to be paid by them, whether or not shown on any Tax Return. True and materially complete copies of all United States federal income Tax Returns that have been filed with the IRS by DLR, DLR OP and Digital Services, Inc. with respect to the taxable years ending on or after December 31, 2013 have been provided or made available to the Company.

(b) DLR (i) for all taxable years commencing with DLR’s taxable year ended December 31, 2004 and through December 31, 2016 has been subject to taxation as a REIT and has satisfied all requirements to qualify as a REIT for such years; (ii) has operated since January 1, 2017 in a manner consistent with the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate in such a manner as to qualify as a REIT for its taxable year ending December 31, 2017 and in the future; and (iv) has not to its knowledge taken or omitted to take any action that could reasonably be expected to result in a challenge by the IRS or any other Governmental Entity to its status as a REIT, and to the knowledge of DLR, no such challenge is pending or threatened.

(c) (i) There are no current disputes, audits, examinations, investigations or other proceedings pending with regard to any material amounts of Taxes or material Tax Returns of DLR or any of the DLR Subsidiaries and neither DLR nor any of the DLR Subsidiaries is a part of any Legal Proceeding relating to Taxes; (ii) DLR and the DLR Subsidiaries have not received a written notice or announcement of any audits, examinations, investigation or other proceedings; (iii) no deficiency for Taxes of DLR or any of the DLR Subsidiaries has been claimed, proposed or assessed, or threatened, in each case, in writing, by any Governmental Entity, which deficiency has not yet been settled, except for such deficiencies which are being contested in good faith or with respect to which the failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a DLR Material Adverse Effect; and (iv) neither DLR nor any DLR Subsidiary has in the past three years received a claim in writing by a Governmental Entity in any jurisdiction in which it does not file Tax Returns or pay any Taxes that it is or may be subject to taxation by that jurisdiction.

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(d) There are no DLR Tax Protection Agreements (as hereinafter defined) in force at the date hereof, and, as of the date hereof, no Person has raised in writing, or to the knowledge of DLR threatened to raise, a material claim against DLR or any DLR Subsidiary for any breach of any DLR Tax Protection Agreements. As used herein, “ DLR Tax Protection Agreements ” means any written agreement to which DLR or any DLR Subsidiary is a party pursuant to which: (i) any liability to holders of limited partnership interests in a DLR Subsidiary Partnership relating to Taxes may arise, whether or not as a result of the consummation of the Transactions; and/or (ii) in connection with the deferral of income Taxes of a holder of limited partnership interests in a DLR Subsidiary Partnership, DLR or the DLR Subsidiaries have agreed to (A) maintain a minimum level of debt, continue a particular debt or provide rights to guarantee, or otherwise assume economic risk of loss with respect to, debt, (B) retain or not dispose of assets, or engage in transactions of comparable tax effect, for a period of time that has not since expired, (C) only dispose of assets in a particular manner, (D) make or refrain from making a Tax election, (E) use (or refrain from using) a specified method of taking into account book-tax disparities under Section 704(c) of the Code with respect to one or more assets of such party or any of its direct or indirect Subsidiaries, and/or (F) use (or refrain from using) a particular method for allocating one or more liabilities of such party or any of its direct or indirect Subsidiaries under Section 752 of the Code. As used herein, “DLR Subsidiary Partnership ” means a DLR Subsidiary that is a partnership for United States federal income tax purposes.

(e) Since DLR’s formation (i) neither DLR nor any DLR Subsidiary has incurred any material liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, and (ii) neither DLR nor any DLR Subsidiary has incurred any material liability for Taxes other than (x) in the ordinary course of business or consistent with past practice, or (y) transfer or similar Taxes arising in connection with acquisitions or dispositions of property. No event has occurred and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon DLR or the DLR Subsidiaries.

(f) Neither DLR nor any DLR Subsidiary has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law), and neither DLR nor any DLR Subsidiary has requested, has received or is subject to any written ruling of a Governmental Entity or has entered into any written agreement with a Governmental Entity with respect to any Taxes.

(g) Since January 1, 2010, neither DLR nor any DLR Subsidiary has entered into any transaction that constitutes a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

(h) As of the date of this Agreement, DLR is not aware of any fact or circumstance that could reasonably be expected to (i) prevent the Company Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (ii) prevent the Partnership Merger from qualifying as an “assets-over” merger pursuant to Treasury Regulations Section 1.708-1(c)(3)(i).

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Section 4.14 Contracts .

(a) Except as filed as exhibits to the DLR SEC Documents filed prior to the date hereof, Section 4.14(a) of the DLR Disclosure Letter sets forth a list of each Contract, or any series thereof, to which DLR or any DLR Subsidiary is a party or by which any of its properties or assets are bound which, to DLR’s knowledge and as of the date hereof:

(i) is required to be filed as an exhibit to DLR’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC or required to be disclosed by the Company in a Current Report on Form 8-K;

(ii) materially restricts the conduct of any line of business that is material to DLR and the DLR Subsidiaries, taken as a whole.

(iii) constitutes an Indebtedness obligation of DLR or any DLR Subsidiary with a principal amount as of the date hereof greater than $10,000,000 (other than non-recourse indebtedness secured by a property and recourse solely (other than under a non-recourse carve-out guaranty) to the special purpose entity that is the property owner);

(iv) requires DLR or any DLR Subsidiary to dispose of or acquire assets or properties (other than in connection with the expiration of a DLR Lease or a ground lease affecting a DLR Property) that (together with all of the assets and properties subject to such requirement in such Contract) have a fair market value in excess of $10,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction involving assets that have a fair market value in excess of $10,000,000, except, in each case, as set forth in any DLR Lease, DLR Ground Lease, or recorded property declarations, reciprocal easement agreements or restrictive covenant agreements affecting any DLR Property; or

(v) is (A) not made in the ordinary course of business consistent with past practice and (B) material to DLR and the DLR Subsidiaries, taken as a whole.

(b) Each Contract of the type described above in Section 4.14(a) and in effect as of the date hereof, whether or not set forth in Section 4.14(a) of the DLR Disclosure Letter, is referred to herein as a “ DLR Material Contract .” Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a DLR Material Adverse Effect, each DLR Material Contract is legal, valid and binding on DLR and each DLR Subsidiary that is a party thereto, and is in full force and effect, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, have not had and would not reasonably be expected to have a DLR Material Adverse Effect, (A) neither DLR nor any DLR Subsidiary, nor, to DLR’s knowledge, any other party thereto, is in breach or violation of, or default under, any DLR Material Contract, and (B) no event has occurred that with notice or lapse of time or both would constitute a violation, breach or default under any DLR Material Contract. Neither DLR nor any DLR Subsidiary has received

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notice of any violation or default under or notice to terminate, not renew or challenge the validity or enforceability of any DLR Material Contract, except for violations, defaults, notices to terminate or not renew or challenges to the validity or enforceability of any DLR Material Contract that would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect.

(c) DLR has delivered or made available to the Company or provided to the Company for review, prior to the execution of this Agreement, true and complete copies of all of the DLR Material Contracts.

Section 4.15 Investment Company Act . Neither DLR nor any DLR Subsidiary is required to be registered as an investment company under the Investment Company Act of 1940, as amended.

Section 4.16 Environmental Matters . Except in each case as, individually or in the aggregate, would not reasonably be expected to have a DLR Material Adverse Effect:

(a) DLR and each DLR Subsidiary are, and have been since January 1, 2014, in compliance with all Environmental Laws.

(b) DLR and each DLR Subsidiary have all the Environmental Permits necessary to own, lease and conduct their current operations and are in compliance with their respective Environmental Permits, and all such Environmental Permits are in good standing. All such Environmental Permits are in full force and effect, and there are no proceedings pending or, to the knowledge of DLR, threatened that would result in the revocation, suspension or material modification of any such Environmental Permit.

(c) Neither DLR nor any DLR Subsidiary has received any written notice, demand, letter or claim alleging that DLR or any DLR Subsidiary is in violation of, or liable under, any Environmental Law, and no judicial, administrative or compliance Order has been issued against DLR or any DLR Subsidiary which remains unresolved. There is no litigation, investigation, request for information or other proceeding pending, or, to the knowledge of DLR, threatened against DLR or any DLR Subsidiary under any Environmental Law.

(d) Neither DLR nor any DLR Subsidiary has entered into or agreed to any consent Order or is subject to any judgment, decree or judicial, administrative or compliance Order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances and no investigation, litigation or other proceeding is pending or, to the knowledge of DLR, threatened against DLR or any DLR under any Environmental Law.

(e) Neither DLR nor any DLR Subsidiary has assumed, by contract or, to the knowledge of DLR, by operation of Law, any liability under any Environmental Law or relating to any Hazardous Substances, or is an indemnitor in connection with any claim asserted or threatened by any third-party indemnitee in writing for any liability under any Environmental Law or relating to any Hazardous Substances.

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(f) Neither DLR nor any DLR Subsidiary has caused, and to the knowledge of DLR, no third party has caused any release of any Hazardous Substances that would be required to be investigated or remediated by, or that would reasonably be expected to result in a liability of, DLR or any DLR Subsidiary under any Environmental Law.

(g) Notwithstanding any other provision in this Agreement, and except for Sections 4.5 (Consents and Approvals; No Violations), Section  4.6 (DLR SEC Documents and DLR Financial Statements), Section  4.8 (Absence of Certain Changes), Section  4.9 (No Undisclosed Liabilities), Section 4.19(c) (Properties) and Section  4.22 (Insurance), this Section 4.16 (Environmental Matters) sets forth the sole representations and warranties of the DLR and the DLR Subsidiaries with respect to Environmental Laws, Hazardous Substances or other environmental matters.

Section 4.17 Intellectual Property . To the knowledge of DLR, DLR or one of the DLR Subsidiaries owns or otherwise has all necessary rights to all Intellectual Property Rights used in or held for use in the conduct of the business of DLR as conducted prior to the Closing Date except such Intellectual Property Rights that, if not possessed by DLR or one of the DLR Subsidiaries, would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect. The operation of DLR’s business has not infringed upon, misappropriated or otherwise violated, and is not infringing upon, misappropriating or otherwise violating, the Intellectual Property Rights of another Person, and no action, claim or proceeding alleging infringement, misappropriation, or other violation of any Intellectual Property Right of another Person is pending or, to the knowledge of DLR, threatened against DLR or any DLR Subsidiaries, except, in each case, for any such infringement or misappropriation that has not had or would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect.

Section 4.18 Compliance with Laws; Permits .

(a) (i) Each of DLR and the DLR Subsidiaries has complied and is in compliance with all Laws which affect the business, properties, assets or operations of DLR and the DLR Subsidiaries, and (ii) no notice, charge or assertion has been received by DLR or any DLR Subsidiary or, to DLR’s knowledge, threatened against DLR or any DLR Subsidiary alleging any non-compliance with any such Laws, except with respect to clauses (i) and (ii) above, for such non-compliance that has not had and would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect.

(b) DLR and the DLR Subsidiaries are in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for DLR and the DLR Subsidiaries to own, lease and operate their properties or carry on their respective businesses substantially in the manner described in the DLR SEC Documents filed prior to the date hereof and substantially as is being conducted as of the date hereof (the “ DLR Permits ”), and all such DLR Permits are valid, and in full force and effect, except, in each case, where the failure to possess and maintain such DLR Permits in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect.

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Section 4.19 Properties .

(a) Section 4.19(a) of the DLR Disclosure Letter sets forth a list of the address of each DLR Property (and noting whether such real property is) owned, leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by DLR or any DLR Subsidiary as of the date hereof.

(b) DLR or a DLR Subsidiary has good and marketable freehold or fee simple title or valid leasehold title or license (as applicable) to each of the DLR Properties, as of the date hereof, in each case, free and clear of Liens other than DLR Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a DLR Material Adverse Effect. For the purposes of this Agreement, “ DLR Permitted Liens ” means (i) Liens securing any Indebtedness of DLR or a DLR Subsidiary set forth on Section 4.19(b)(i) of the DLR Disclosure Letter or disclosed in the DLR SEC Documents or incurred by DLR or any DLR Subsidiary in compliance with this Agreement, (ii) Liens that result from any statute or other Liens for Taxes or assessments that are not delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the DLR Financial Statements (if such reserves are required pursuant to GAAP), (iii) Liens arising under any DLR Material Contracts or other service contracts, management agreements, leasing commission agreements, or other agreements or obligations set forth in Section  4.19(b)(iii) of the DLR Disclosure Letter or disclosed in the DLR SEC Documents, (iv) any DLR Leases or any ground leases or air rights agreements affecting any DLR Property, (v) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over any DLR Property which do not materially and adversely impair the current use of the underlying asset, (vi) Liens that are disclosed on the existing title insurance policies of DLR or would be disclosed on an accurate survey, and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the DLR Financial Statements (if such reserves are required pursuant to GAAP), and (viii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the value of the applicable DLR Property or the continued use and operation of the applicable DLR Property as currently used and operated.

(c) Except as individually or in the aggregate, would not reasonably be expected to have a DLR Material Adverse Effect, (1) neither DLR nor any DLR Subsidiary is and, to the knowledge of DLR, no other party is in breach or violation of, or default under, any (i) ground lease affecting the interest of DLR or any DLR Subsidiary in the DLR Properties pursuant to which DLR or any DLR Subsidiary is lessee or sublessee (together with all amendments, modifications (including pursuant to any estoppel), renewals and extensions exercised related thereto) (each, a “ DLR Ground Lease ”) or (ii) DLR Lease with aggregate annual rent payments to DLR or the DLR Subsidiaries in excess of $10,000,000 (collectively, clauses (i) and (ii), the “ Material DLR Leases ”), (2) no event has occurred which would result in a breach or violation of, or a default under, any Material DLR Lease by DLR or any DLR Subsidiary, or, to the knowledge of DLR, any other party thereto (in each case, with or without

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notice or lapse of time or both) and no tenant under a Material DLR Lease is in monetary default under such Material DLR Lease, and (3) each Material DLR Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to DLR or a DLR Subsidiary and, to the knowledge of DLR, with respect to the other parties thereto, except as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither DLR nor any DLR Subsidiary has received notice of any violation or default under or notice to terminate, or challenge the validity or enforceability of any DLR Lease, except for violations, defaults, notices to terminate or challenges to the validity or enforceability of any DLR Lease that would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect.

(d) DLR and each DLR Subsidiary, as applicable, is in possession of title insurance policies or valid marked-up title commitments evidencing title insurance with respect to each DLR Property that is located in the United States of America (each, a “ DLR Title Insurance Policy ” and, collectively, the “ DLR Title Insurance Policies ”). No written claim has been made against any DLR Title Insurance Policy, which, individually or in the aggregate, would reasonably be expected to have a DLR Material Adverse Effect.

(e) As of the date hereof, no purchase option (if any) has been exercised under any DLR Lease for which the purchase has not closed prior to the date hereof.

(f) Neither DLR nor any DLR Subsidiary has received written notice that, or has knowledge of, (i) any certificate, permit or license from any Governmental Entity having jurisdiction over any of the DLR Properties or any agreement, easement or other right that is necessary to permit the lawful use and operation of the buildings and improvements on any of the DLR Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the DLR Properties is not in full force and effect as of the date hereof, except for such failures to be in full force and effect that, individually or in the aggregate, would not reasonably be expected to have a DLR Material Adverse Effect, or of any pending threat of modification or cancellation of any of same, that would reasonably be expected to have a DLR Material Adverse Effect, or (ii) any uncured violation of any Laws affecting any of the DLR Properties which, individually or in the aggregate, would reasonably be expected to have a DLR Material Adverse Effect.

(g) No certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the DLR Properties or any agreement, easement or other right that is necessary to permit the current use of the buildings and improvements on any of the DLR Properties or that is necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the DLR Properties has failed to be obtained or is not in full force and effect, and neither DLR nor any DLR Subsidiary has received written notice of any outstanding threat of modification, violation or cancellation of any such certificate, variance, permit or license, except for any of the foregoing as, individually or in the aggregate, would not reasonably be expected to have a DLR Material Adverse Effect.

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(h) DLR and the DLR Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all material personal property owned, used or held for use by them as of the date hereof (other than property owned by tenants and used or held in connection with the applicable tenancy and other than property owned by any third party managers), except as, individually or in the aggregate, would not reasonably be expected to have a DLR Material Adverse Effect. As of the date hereof, none of DLR’s or any of the DLR Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for DLR Permitted Liens and Liens that would not reasonably be expected to have a DLR Material Adverse Effect.

(i) Except as would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect, the DLR Properties (i) are, to the knowledge of DLR, in working order sufficient for their normal operation in the manner currently being operated and without any material structural defects, other than as may be disclosed in any physical condition reports that have been made available to the Company and other than repairs and maintenance necessary in the ordinary course given such property’s age and intended use, and (ii) are, to the knowledge of DLR, adequate and suitable for the purposes for which they are presently being used.

(j) No DLR Lease contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to DLR, or upon consummation of the Transactions, the Company or its Subsidiaries, or which restricts the conduct of any line of business that is material to DLR and the DLR Subsidiaries, taken as a whole.

(k) Except as would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect, there is no pending, or to DLR’s knowledge threatened, appropriation, condemnation or like proceeding or order materially affecting any DLR Property or any part thereof (or sale or other disposition of any DLR Property or any part thereof in lieu of any condemnation or like action).

Section 4.20 Information in the Form S-4 and Joint Proxy Statement . None of the information supplied or to be supplied in writing by or on behalf of DLR or any DLR Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of DLR, at the time of the Company Stockholder Meeting and the DLR Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. None of the information supplied or to be supplied in writing by or on behalf of DLR or any DLR Subsidiary for inclusion or incorporation by reference in the Election Solicitation Statement will, at the date it is first mailed to the unitholders of the Company Operating Partnership, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made,

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not misleading. All documents that DLR is responsible for filing with the SEC in connection with the Transactions, to the extent relating to DLR or any DLR Subsidiary or other information supplied by or on behalf of DLR or any DLR Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section  4.20 will not apply to statements or omissions included in the Form S-4, the Joint Proxy Statement or the Election Solicitation Statement to the extent based upon information supplied to DLR by or on behalf of the Company or the Company Operating Partnership.

Section 4.21 Opinion of DLR Financial Advisors . The DLR Board of Directors has received the opinion of each of the DLR Financial Advisors to the effect that, as of the date hereof and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to DLR.

Section 4.22 Insurance . Except as would not, individually or in the aggregate, reasonably be expected to have a DLR Material Adverse Effect, (a) DLR and the DLR Subsidiaries are either self-insured or have policies of insurance covering DLR, the DLR Subsidiaries or any of their respective employees, properties or assets, including policies of property, fire, workers’ compensation, products liability, directors’ and officers’ liability, and other casualty and liability insurance, and in each case in such amounts and with respect to such risks and losses, which DLR believes are adequate for the operation of its business and (b) all such insurance policies are in full force and effect, no written notice of or, to the knowledge of DLR, threat of, cancellation, non-renewal, alteration in coverage or premium increase has been received by DLR or any DLR Subsidiary under such policies, and there is no existing default or event. Except as individually or in the aggregate, have not had and would not reasonably be expected to have a DLR Material Adverse Effect, all premiums payable under such insurance policies have been paid.

Section 4.23 Ownership of Company Common Stock . None of the DLR Parties nor any of their respective affiliates is, nor at any time during the last three (3) years has been, an “interested stockholder” or an “affiliate” of an interested stockholder of the Company, each as defined in Section 3-601 of the MGCL. Neither DLR nor any of its Subsidiaries, nor any of their respective affiliates, beneficially owns, directly or indirectly (other than investments made in the ordinary course of business in their investment portfolios that, in the aggregate, do not exceed 5% of the Company Common Stock), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Company Subsidiary and neither DLR nor any of its Subsidiaries has any rights to acquire any shares of Company Common Stock except pursuant to this Agreement. Neither DLR nor any of its Subsidiaries is a “Related Person” as defined in the Company Certificate.

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Section 4.24 Brokers and Other Advisors . No broker, investment banker, financial advisor or other Person (other than the DLR Financial Advisors) is entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the Mergers based upon arrangements made by or on behalf of DLR or any of its Subsidiaries.

Section 4.25 Vote Required .

(a) The DLR Stockholder Approval is the only vote of the holders of any class or series of shares of stock of DLR necessary to approve the Transactions, including the issuance of DLR Common Stock in connection with the Mergers.

(b) No approval of the partners of DLR OP (other than DLR) is necessary to approve the Transactions, including the approval of the Post-Effective Amended and Restated Partnership Agreement.

Section 4.26 Related Party Agreements . Except as set forth in the DLR SEC Documents made through and including the date hereof or as permitted by this Agreement, from January 1, 2014 through the date hereof, there have been no agreements, arrangements or understandings between DLR or any DLR Subsidiary, on the one hand, and any affiliate (including any officer or director) thereof, on the other hand (other than those exclusively among DLR and the DLR Subsidiaries), that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC.

Section 4.27 Financing . DLR has delivered to the Company true, correct and complete copies, as of the date of this Agreement, of executed commitment letters and any fee letters (which may be redacted to the extent requested by the counterparty thereto) related thereto between DLR OP and the financial institutions identified therein (including any lenders who become party thereto by joinder) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein.

Section 4.28 Operations of REIT Merger Sub, Merger Sub GP and OP Merger Sub . Each of REIT Merger Sub, Merger Sub GP and OP Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations and has not incurred any liabilities other than in connection with such transactions.

Section 4.29 Investigation; Limitation on Warranties; Disclaimer of Other Representations and Warranties . The DLR Parties have conducted their own independent review and analysis of the business, operations, assets, intellectual property, technology, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and acknowledge that the DLR Parties have been provided access to personnel, properties, premises and records of the Company and the Company Subsidiaries for such purposes. In entering into this Agreement, the DLR Parties have relied solely upon the representations and warranties set forth in this Agreement and their independent investigation and analysis of the Company and the Company Subsidiaries, and the DLR Parties acknowledge and agree that they have not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, any of the Company Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or Company Representatives that are not expressly set forth in this Agreement, whether or not such

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representations, warranties or statements were made in writing or orally. The DLR Parties acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement, the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the Mergers and the DLR Parties are not relying on any representation or warranty except for those expressly set forth in this Agreement.

Section 4.30 No Other Representations or Warranties . Except for the representations and warranties set forth in this Article IV , none of the DLR Parties or any other Person makes any express or implied representation or warranty with respect to the DLR Parties or with respect to any other information provided to the Company and its Subsidiaries in connection with the Transactions.

ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGERS

Section 5.1 Conduct of Business by the Company Pending the Closing . The Company agrees that between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section  8.1 , except (a) as set forth in Section  5.1 of the Company Disclosure Letter, (b) as required pursuant to this Agreement (including Section  6.13 ), (c) as may be required by Law or (d) as consented to in writing by DLR (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of the Company Subsidiaries to, (x) conduct its business in all material respects in the ordinary course of business consistent with past practice and (y) use their respective reasonable best efforts to maintain in all material respects their assets and properties in their current condition (ordinary wear and tear excepted), preserve their business organizations intact in all material respects, and maintain existing relations and goodwill with Governmental Entities, alliances, customers, lenders, tenants and business associates in all material respects. Without limiting the generality of the foregoing, and except (i) as set forth in Section  5.1 of the Company Disclosure Letter, (ii) as required pursuant to this Agreement (including Section  6.13 ), (iii) as required by Law or (iv) as consented to in writing by DLR (which consent shall not be unreasonably withheld, delayed or conditioned), between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Sectio n  8.1 , the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly:

(a) amend its charter, bylaws or equivalent organizational documents;

(b) adjust, split, combine, subdivide or reclassify any shares of capital stock of the Company or any Company Subsidiary;

(c) subject to the second sentence of Section 6.14 (a) , authorize, declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of the Company or other equity interests of any Company Subsidiary, Company Equity Interests, or other equity securities or ownership interests in the Company or any Company Subsidiary, except for (A) the authorization and payment by

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the Company of regular quarterly dividends and by Company Operating Partnership of regular quarterly distributions, payable in accordance with past practice at a quarterly rate not to exceed $0.50 per share or unit of Company Common Stock or Company Partnership Units and $0.4140625 per share of Company Series C Preferred Stock (the dividends and distributions described in this clause (c)(A), the “ Company Permitted Dividend ” and together with the DLR Permitted Common Dividend, each a “ Permitted Dividend ”) (it being agreed (i) that the timing of any such quarterly dividends will be coordinated so that, if either the holders of Company Common Stock or the holders of DLR Common Stock receive a dividend for a particular quarter prior to the Closing Date, then the holders of DLR Common Stock and the holders of Company Common Stock, respectively, shall receive a dividend for such quarter prior to the Closing Date and (ii) that if DLR authorizes or pays dividends in excess of the DLR Permitted Dividends pursuant to Section 6.14(a) , then the Company may authorize or pay (as the case may be) dividends in an aggregate amount equal to such excess), (B) the declaration and payment of dividends or other distributions to the Company or any Company Subsidiary by any directly or indirectly wholly owned Company Subsidiary and (C) dividends or other distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company, in accordance with the terms of the organizational documents of such Company Subsidiary;

(d) (A) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, directly or indirectly, any capital stock or other Company Equity Interests, except from (i) the withholding of shares of Company Common Stock to satisfy Tax withholding obligations with respect to Company Equity Awards, or the surrender of shares of Company Common Stock to satisfy the exercise price of Company Options, or (ii) with respect to the redemption or exchange of any partnership units of the Company Operating Partnership in accordance with the terms of the Company Operating Partnership Agreement, (B) grant any Person any Company Equity Award or any right or option to acquire any Company Equity Interests, other than grants of Company Equity Awards to newly hired or engaged Service Providers of the Company or any Company Subsidiary in the ordinary course of business consistent with past practice, (C) issue, deliver or sell any additional capital stock or other Company Equity Interests, or (D) enter into any Contract with respect to the sale, voting registration or repurchase of any capital stock or other Company Equity Interests; provided , however , that the Company may issue shares of Company Common Stock (A) upon the vesting, exercise and/or settlement, as applicable, of any Company Equity Award outstanding as of the date hereof to the extent required under the terms of the applicable Company Equity Plan and award agreement, in each case, as in effect as of the date hereof, and (B) in connection with the redemption or exchange of any Company Partnership Units in accordance with the terms of the Company Operating Partnership Agreement;

(e) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, personal property (other than personal property at a total cost of less than $5,000,000 in the aggregate), corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof;

(f) sell, pledge, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except (A) pledges and encumbrances on property and assets in the ordinary course of business consistent with past practices and that would constitute Permitted Liens, and (B) with respect to property or assets with a value of less than $5,000,000 in the aggregate;

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(g) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than the Company Operating Partnership or a Company Subsidiary that is wholly owned by the Company or the Company Operating Partnership), except (A) Indebtedness incurred under the Company’s existing revolving credit facility for working capital purposes in the ordinary course of business consistent with past practice (including to the extent necessary to pay Company Permitted Dividends) or (B) the refinancing of any existing Indebtedness of the Company or the Company Subsidiaries to the extent that the aggregate principal amount of such Indebtedness is not increased as a result thereof ( provided , that the terms and conditions of such refinancing are no less favorable than that of the existing Indebtedness and shall provide that the Company or the applicable Company Subsidiary be permitted to pay-off in full without premium or penalty such refinanced Indebtedness at or prior to the Closing);

(h) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by the Company, the Company Operating Partnership or a Company Subsidiary that is wholly owned by the Company or the Company Operating Partnership to the Company, the Company Operating Partnership or a Company Subsidiary that is wholly owned by the Company or the Company Operating Partnership, (B) loans or advances made to non-affiliate tenants in the ordinary course of business consistent with past practice, or (C) the loans or advances set forth on Section 5.1(h) of the Company Disclosure Letter;

(i) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any Company Material Contract (or any contract that, if existing as of the date hereof, would be a Company Material Contract), other than (A) any termination or renewal in accordance with the terms of such existing Company Material Contract that occur automatically without any action by the Company or any Company Subsidiary, or (B) the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which the Company or any Company Subsidiary is a party as required or necessitated by this Agreement or the Transactions; provided , that any such modification, amendment, waiver or consent does not increase the principal amount thereunder or otherwise adversely affect the Company, any Company Subsidiary or DLR or any DLR Subsidiary in any material respect;

(j) except as set forth on Section 5.1(j) of the Company Disclosure Letter, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under or enter into any lease expansion with respect to, any Material Company Lease;

(k) except in accordance with the leasing parameters set forth on Section  5.1(k) of the Company Disclosure Letter, enter into or renew any Company Lease;

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(l) enter into any new Company Property Lease, or amend, modify, renew, extend, surrender or terminate any Company Property Lease (except for any renewal or extension right exercised in accordance with the existing terms of a Company Property Lease);

(m) except as set forth on Section 5.1(m) of the Company Disclosure Letter, (A) make application to any Governmental Entity for any change in the zoning, approved site plan, special use permit, planned development approval or other land use entitlement, affecting any Company Property; or (B) settle any insurance claims in excess of $5,000,000 or agree to any material condemnation or payment of material condemnation proceeds;

(n) other than with respect to any Security Holder Litigation, which is governed by Section  6.10 , waive, release, assign, commence, settle or compromise any pending or threatened Legal Proceeding (A) of or against the Company or any of its Subsidiaries or (B) involving any present, former or purported holder or group of holders of the Company Common Stock, that in the case of (A) or (B) (i) requires payment by the Company of an amount in excess of $1,000,000 in the aggregate, (ii) entails the incurrence of any obligation or liability of the Company in excess of such amount, including costs or revenue reductions or obligations that would impose any material restrictions on the business or operations of the Company or its Subsidiaries or (iii) imposes any non-monetary relief; provided , however , the Company or any Company Subsidiary may waive, release, assign, commence, settle or compromise any property Tax appeals or Legal Proceedings against any tenants under Company Leases in the ordinary course of business consistent with past practice and where the requested relief does not exceed $1,000,000;

(o) (A) hire or engage any employee or consultant, other than the hiring or engagement of employees below the level of director or consultants, in each case, in the ordinary course of business consistent with past practice to replace employees and consultants whose service with the Company or any Company Subsidiary terminates prior to the Closing or to fill a vacant position set forth in Section  5.1 of the Company Disclosure Letter, (B) materially increase the amount, rate or terms of compensation or benefits of any officer or director of the Company or any Company Subsidiary, (C) accelerate the vesting or payment of any compensation or benefits under any Company Benefit Plan except as required by the terms of any Company Benefit Plan as in effect on the date of this Agreement, (D) enter into, adopt, amend or terminate any Company Benefit Plan, except as required by Law, or (E) take any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan, other than as required by Law or the terms of any Company Benefit Plan as in effect on the date of this Agreement;

(p) make any material change to its methods of accounting in effect at December 31, 2016, except as required by a change in GAAP (or any interpretation thereof in accordance with the Financial Accounting Standards Board Statements of Financial Accounting Standards and Interpretations) or in applicable Law, or make any change, other than in the ordinary course of business consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC;

(q) enter into any new line of business;

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(r) knowingly take any action, or knowingly fail to take any action, which action or failure would reasonably be expected to cause (A) the Company to fail to qualify as a REIT or (B) any Company Subsidiary to cease to be treated as any of (1) a partnership or disregarded entity for United States federal income tax purposes or (2) a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

(s) (A) enter into any Company Tax Protection Agreement, (B) make, change or rescind any material election relating to Taxes, (C) change a material method of Tax accounting, (D) file or amend any material Tax Return, (E) settle or compromise any material federal, state, local or foreign Tax liability, audit, claim or assessment, (F) enter into any closing agreement related to material Taxes, (G) knowingly surrender any right to claim any material Tax refund, or (H) give or request any waiver of a statute of limitation with respect to any Tax Return, except in each case (i) if required by Law or (ii) if necessary (x) to preserve the Company’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any Company Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a REIT, Qualified REIT Subsidiary or Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

(t) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization;

(u) amend or modify the engagement letters entered into with the Company Financial Advisor or the Persons listed on Section  3.26 of the Company Disclosure Letter, in a manner adverse to the Company, any Company Subsidiary or DLR, or engage other financial advisers in connection with the Transactions;

(v) except (A) as set forth in Section 5.1(v) of the Company Disclosure Letter, or (B) as set forth in the individual property budgets for each Company Property made available to DLR prior to the date hereof, make or commit to make any capital expenditures in excess of $1,000,000 individually or $5,000,000 in the aggregate; provided , however , that the foregoing shall in no way prohibit the Company from making any necessary capital expenditures in connection with an emergency or casualty at any Company Property which (i) do not exceed $5,000,000 or (ii) are required under any Company Leases in effect as of the date hereof;

(w) enter into, amend, modify or terminate, or grant any waiver under any Company Related Party Agreement;

(x) take any action under the Company Governing Documents or otherwise (including by resolution) that would give dissenters’, appraisal or similar rights to the holders of Company Common Stock with respect to the Mergers or the other Transactions;

(y) take or commit to take any action that will result in an adjustment to the Conversion Factor prior to the Partnership Merger Effective Time;

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(z) incur or pay transaction expenses of the type specified on Section 5.1(z) of the Company Disclosure Letter greater than the amount specified on Section 5.1(z) of the Company Disclosure Letter; or

(aa) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, at any time or from time to time, that in the reasonable judgment of the Company, upon advice of counsel to the Company, is reasonably necessary for the Company to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Company Merger Effective Time or to avoid incurring entity level income or excise Taxes under the Code, including making dividend or other distribution payments to stockholders of the Company in accordance with this Agreement or otherwise. If the Company determines that it is necessary to take any such action, it shall notify DLR as soon as reasonably practicable prior to taking such action.

Section 5.2 Conduct of Business by DLR Pending the Closing . DLR agrees that between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section  8.1 , except (a) as set forth in Section  5.2 of the DLR Disclosure Letter, (b) as required pursuant to this Agreement, (c) as may be required by Law or (d) as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), DLR shall, and shall cause each of the DLR Subsidiaries to, (x) conduct its business in all material respects in the ordinary course of business consistent with past practice (it being understood that this clause (x) shall not restrict DLR or DLR OP or any DLR Subsidiary from the issuance of any DLR Equity Interests if such issuance is permitted by Section 5.2(d) or the incurrence of any indebtedness or the entry into any transactions if such incurrence or entry is permitted by Section 5.2(i) ) and (y) use their respective reasonable best efforts to maintain in all material respects their assets and properties in their current condition (ordinary wear and tear excepted), preserve their business organizations intact in all material respects, and maintain existing relations and goodwill with Governmental Entities, alliances, customers, lenders, tenants, employees and business associates in all material respects. Without limiting the generality of the foregoing, and except (i) as set forth in Section  5.2 of the DLR Disclosure Letter, (ii) as required pursuant to this Agreement, (iii) as required by Law or (iv) as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section  8.1 , DLR shall not, and shall not permit any DLR Subsidiary to, directly or indirectly:

(a) amend the charter or bylaws or other equivalent organizational documents of DLR or the DLR OP Partnership Agreement of DLR OP, except as contemplated by the Post-Effective Amended and Restated Partnership Agreement;

(b) adjust, split, combine, subdivide or reclassify any shares of capital stock of DLR or any DLR Subsidiary;

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(c) subject to the second sentence of Section 6.14(a) , authorize, declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of DLR, DLR Equity Interests of DLR, or other equity securities or ownership interests in DLR, except for (A) the authorization and payment by DLR of regular quarterly dividends and by DLR OP of regular quarterly distributions, payable in accordance with past practice at a quarterly rate not to exceed (i) in respect of DLR Common Stock and DLR OP Common Units, $0.93 per share or unit (the dividends and distributions described in this clause (c)(A)(i), the “ DLR Permitted Common Dividend ”), (ii) $0.367188 per share of DLR Series G Preferred Stock, (iii) $0.460938 per share of DLR Series H Preferred Stock and (iv) $0.396875 per share of DLR Series I Preferred Stock (the dividends described in clauses (c)(A)(ii) – (c)(A)(iv) together with the DLR Permitted Common Dividend, the “ DLR Permitted Dividends ”) (it being agreed (i) that the timing of any such quarterly dividends will be coordinated so that, if either the holders of Company Common Stock or the holders of DLR Common Stock receive a dividend for a particular quarter prior to the Closing Date, then the holders of DLR Common Stock and the holders of Company Common Stock, respectively, shall receive a dividend for such quarter prior to the Closing Date and (ii) that if the Company authorizes or pays dividends in excess of the Company Permitted Dividend pursuant to Section 6.14(a) , then DLR may authorize or pay (as the case may be) dividends in the amount equal to such excess), (B) the declaration and payment of dividends or other distributions to DLR or any DLR Subsidiary by any DLR Subsidiary that is directly or indirectly wholly owned by DLR or DLR OP and (C) dividends or other distributions by any DLR Subsidiary that is not wholly owned, directly or indirectly, by DLR, in accordance with the terms of the organizational documents of such DLR Subsidiary;

(d) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, directly or indirectly, any capital stock or other DLR Equity Interests, except (i) the withholding of shares of DLR Common Stock to satisfy Tax withholding obligations with respect to, or the surrender of shares of DLR Common Stock to satisfy the exercise price of, DLR Equity Awards, (ii) with respect to the redemption or exchange of any partnership unit of DLR OP in accordance with the terms of the agreement of limited partnership of DLR OP or (iii) in an aggregate amount not to exceed $25,000,000;

(e) enter into any new line of business;

(f) knowingly take any action, or knowingly fail to take any action, which action or failure would reasonably be expected to cause (A) DLR to fail to qualify as a REIT or (B) any DLR Subsidiary to cease to be treated as any of (1) a partnership or disregarded entity for United States federal income tax purposes or (2) a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

(g) (A) make, change or rescind any material election relating to Taxes, (B) change a material method of Tax accounting, (C) settle or compromise any material federal Tax liability, audit, claim or assessment, or (D) enter into any closing agreement related to material federal Taxes, except in each case (i) if required by Law or (ii) if necessary (x) to preserve the DLR’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any DLR Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a REIT, Qualified REIT Subsidiary or Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

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(h) take any action under the DLR Governing Documents or otherwise (including by resolution) that would give dissenters’, appraisal or similar rights to the holders of DLR Common Stock with respect to the Mergers or the other Transactions; or

(i) authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit DLR from taking any action, at any time or from time to time, that in the reasonable judgment of DLR, upon advice of counsel to DLR, is reasonably necessary for DLR to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Company Merger Effective Time or to avoid incurring entity level income or excise Taxes under the Code, including making dividend or other distribution payments to stockholders of DLR in accordance with this Agreement or otherwise. If DLR determines that it is necessary to take any such action, it shall notify the Company as soon as reasonably practicable prior to taking such action.

Section 5.3 No Solicitation; Change in Recommendation .

(a) Except as otherwise expressly provided in this Section  5.3 , from the date hereof until the Company Merger Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII , the Company shall not, and shall cause each of its Subsidiaries and shall use reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, (A) solicit, initiate or knowingly facilitate, encourage or assist any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, or for the purpose of knowingly encouraging, facilitating or assisting, a Competing Proposal, (C) enter into any Contract (including any letter of intent or agreement in principle) with respect to a Competing Proposal (each, a “ Company Acquisition Agreement ”), (D) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute ( provided , that, notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)) or (E) otherwise knowingly facilitate any effort or attempt to make a Competing Proposal.

(b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and its and their respective Representatives to, immediately cease any activities, discussions or negotiations with any Persons with respect to a Competing Proposal and request that any such Person promptly return and/or destroy all confidential information concerning the Company and the Company Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons.

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(c) Notwithstanding anything to the contrary contained in Section 5.3(a) , if at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not preceded by a material breach by the Company of this Section  5.3 , (A) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof and (B) if the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (x) furnish, pursuant to an Acceptable Confidentiality Agreement (a copy of which the Company shall promptly (and in any event, within twenty-four (24) hours) provide to DLR following the execution thereof), information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal; provided , that the Company shall promptly provide to DLR any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to DLR or its Representatives; and (y) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify DLR and DLR OP after it or any of its Subsidiaries or any of their respective Representatives has received any request for discussions, negotiations or non-public information concerning the Company or any Company Subsidiary. Such notice to DLR shall indicate the identity of the Person making such request and include the material terms and conditions of any such Competing Proposal.

(d) Following the date hereof, the Company shall keep DLR reasonably informed on a current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of DLR shall apprise DLR of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to DLR in accordance with this Section  5.3 .

(e) Except as expressly permitted by this Section 5.3(e) , the Company Board of Directors shall not (i) (A) fail to recommend to the Company’s stockholders that the Company Stockholder Approval be given or fail to include the Company Board Recommendation in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to DLR, modify, the Company Board Recommendation, (C) take any formal action or make any recommendation or public statement or other disclosure in connection with a tender offer or exchange offer other than as provided in Section 5.3(f) , (D) adopt, approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Proposal, or (E) fail to make or reaffirm the Company Board Recommendation within five (5) business days following DLR’s written request to do so following the Company’s or its Representatives’ receipt of a Competing Proposal or any material change thereto (each of the actions described in this clause (i) being

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referred to as a “ Company Adverse Recommendation Change ”), (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section  8.1(e) . Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may make a Company Adverse Recommendation Change and terminate this Agreement pursuant to Section  8.1(e) and enter into a Company Acquisition Agreement with respect to a Competing Proposal, if and only if, the Company receives a Competing Proposal that was not preceded by a material breach by the Company of this Section  5.3 and that the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, constitutes a Superior Proposal; provided , that in order to make a Company Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal:

(I) the Company Board of Directors shall have determined in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law;

(II) (A) the Company shall have given DLR at least five (5) business days’ prior written notice of its intention to effect a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(e) , which notice shall specify in reasonable detail the basis for the Company Adverse Recommendation Change or termination and the identity of the party making such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal and relating to such Superior Proposal (to the extent in the Company’s possession);

(III) the Company shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with DLR during such notice period, to the extent DLR wishes to negotiate; and

(IV) following the end of such notice period, the Company Board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed by DLR (or as to other proposals made by DLR) in writing, and shall have determined, after consultation with its financial advisors and outside legal counsel that such Superior Proposal would continue to constitute a Superior Proposal if such revisions were to be given effect; provided , that in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to DLR an additional notice consistent with that described in subclause (II) above and the notice period shall have recommenced, except that the notice period shall be at least two (2) business days; and provided , further , that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(e) and the Company pays DLR the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination.

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(f) Nothing in this Section  5.3 shall prohibit the Company Board of Directors from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, in either case, if the Company Board of Directors has determined in good faith, after consultation with legal counsel, that the failure to do so would create a material risk of a breach by the Company Board of Directors of the directors’ duties under applicable Law; provided , that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(f) ) that address the approval or recommendation by the Company Board of Directors of the Transactions and that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be deemed a Company Adverse Recommendation Change.

(g) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section  5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section  5.3 by the Company.

(h) As used in this Agreement, “ Competing Proposal ” shall mean any inquiry, proposal or offer from any Person (other than DLR and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (A) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition of 20% or more of the outstanding Company Common Stock, (C) tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of the outstanding Company Common Stock, (D) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or (E) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock involved is 20% or more, in each case, other than the Transactions.

(i) As used in this Agreement, “ Superior Proposal ” shall mean any bona fide, written Competing Proposal that was not preceded by a material breach by the Company of this Section  5.3 and that the Company Board of Directors has determined, after consulting with the Company’s outside legal counsel and financial advisors is reasonably likely to be consummated in accordance with its terms and that if consummated, would reasonably be likely to result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Transactions (including any revisions to the terms of this Agreement proposed by DLR in response to such proposal or otherwise); provided , that for purposes of the definition of “Superior Proposal,” the references to “20%” in the definition of Competing Proposal shall be deemed to be references to “50%.”

Section 5.4 Form S-4; Joint Proxy Statement; Election Solicitation Statement.

(a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company and DLR shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement in preliminary form, (ii) DLR shall prepare and cause to be filed with the SEC, the Form S-4 with respect to the DLR Common Stock issuable in the Mergers, which

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will include the Joint Proxy Statement with respect to the Company Stockholder Meeting and DLR Stockholder Meeting, and (iii) the Company Operating Partnership and DLR shall jointly prepare a consideration election statement (the “ Election Solicitation Statement ”) pursuant to which each holder of Company Partnership Units may, in accordance with Section 2.1(b)(i), (A) elect to receive New DLR OP Units or (B) elect to receive DLR Common Stock (the solicitation of such election, the “ Election Solicitation ”). Each of the Company and DLR shall use its reasonable best efforts to (w) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (x) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act or Securities Act, (y) mail or deliver the Joint Proxy Statement to its respective stockholders (as applicable) as promptly as practicable after the Form S-4 is declared effective and (z) keep the Form S-4 effective for so long as necessary to complete the Mergers. The Company Operating Partnership shall use reasonable best efforts to mail or deliver the Election Solicitation Statement to the holders of the Company Partnership Units at the same time as the Company mails the Joint Proxy Statement to its stockholders as provided above. DLR shall use its reasonable best efforts to have the application for the listing of the DLR Common Stock and the DLR Series C Preferred Stock accepted by the NYSE as promptly as is practicable following submission. Each of the Company, the Company Operating Partnership and DLR shall furnish all information concerning itself, its affiliates and the holders of its capital stock or units to the other(s) and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4, the Joint Proxy Statement and the Election Solicitation Statement and the preparation and filing of the NYSE listing application. The Form S-4, the Joint Proxy Statement and the Election Solicitation Statement shall include all information reasonably requested by such other Party or Parties to be included therein. Each of the Company and DLR shall promptly notify the other upon the receipt of any comments from the SEC or the NYSE or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement or from the NYSE for amendments or supplements to the NYSE listing application, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC or NYSE, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE and advise the other party of any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC or to the NYSE listing application from the NYSE. Each of the Company and DLR shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and DLR shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 and to any comments from the NYSE with respect to the NYSE listing application. Notwithstanding the foregoing, (x) prior to filing the Form S-4 (or any amendment or supplement thereto), mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto or mailing the Election Solicitation Statement (or any amendment or supplement thereto), or (y) submitting the NYSE listing application to the NYSE or responding to any comments of the NYSE with respect to thereto, each of the Company, the Company Operating Partnership and DLR, as applicable (i) shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) each of the Company and DLR

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also shall have consented to the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). DLR shall advise the Company, promptly after it receives notice thereof, (A) of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the DLR Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, and DLR shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated and (B) of the time the NYSE listing application is accepted. DLR shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the DLR Common Stock and New DLR OP Units in the Mergers, and the Company and the Company Operating Partnership shall furnish all information concerning the Company, the Company Operating Partnership and the holders of the Company Common Stock or Company Partnership Units as may be reasonably requested in connection with any such actions. DLR and DLR OP shall have the right, to the extent necessary (and following consultation with the Company), to prepare and file a Form S-4 with respect to the New DLR OP Units (the “ OP Unit S-4 ”) to be issued in connection with the Partnership Merger and the Company and the Company OP will cooperate in the preparation of such Form S-4 pursuant to this Section  5.4 in connection with such Form S-4 and the effectiveness of such Form S-4 shall be a condition to the obligations of each Party’s obligations to effect the Mergers consistent with the condition in Section 7.1(c) . For the avoidance of doubt, in the event DLR and DLR OP determine to prepare and file the OP Unit S-4, (i) DLR and DLR OP shall prepare and cause to be filed with the SEC, as promptly as reasonably practicable after such determination, the OP Unit S-4, and (ii) all references in this Agreement to “Form S-4” (including this Section  5.4 ) shall be deemed to refer to the Form S-4 and the OP Unit S-4, collectively.

(b) If, at any time prior to the receipt of the Company Stockholder Approval or the DLR Stockholder Approval, any information relating to the Company or DLR, or any of their respective affiliates, should be discovered by the Company or DLR which, in the reasonable judgment of the Company or DLR, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties, and the Company and DLR shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company and the stockholders of DLR. If, at any time prior to the Partnership Merger Effective Time, any information relating to the Company Operating Partnership, or any of its affiliates, should be discovered by the Company or the Company Operating Partnership which, in the reasonable judgment of the Company Operating Partnership, should be set forth in an amendment of, or a supplement to, the Election Solicitation Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company Operating Partnership shall promptly notify DLR, and the Company Operating Partnership shall promptly prepare any necessary amendment of, or supplement to, the Election Solicitation Statement and disseminate the information contained in

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such amendment or supplement to the holders of the Company Partnership Units. Nothing in this Section  5.4(b) shall limit the obligations of any Party under Section  5.4(a) . For purposes of this Section  5.4 , any information concerning or related to the Company or the Company Operating Partnership, their respective affiliates or the Company Stockholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to DLR, its affiliates or the DLR Stockholder Meeting will be deemed to have been provided by DLR.

(c) As promptly as reasonably practicable following the date of this Agreement, the Company shall, in accordance with applicable Law and the Company Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Company Stockholder Meeting. The Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the stockholders of the Company entitled to vote at the Company Stockholder Meeting and to hold the Company Stockholder Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. The Company shall, through the Company Board of Directors, recommend to its stockholders that they give the Company Stockholder Approval, include such recommendation in the Joint Proxy Statement and solicit and use its reasonable best efforts to obtain the Company Stockholder Approval, except to the extent that the Company Board of Directors shall have made a Company Adverse Recommendation Change as permitted by Section  5.3(e) . Notwithstanding the foregoing provisions of this Section  5.4(c) , if, on a date for which the Company Stockholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, DLR may require the Company, and the Company shall have the right, to adjourn or postpone the Company Stockholder Meeting up to two (2) times (provided, that the Company Stockholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided , however , the Company Stockholder Meeting may not be postponed or adjourned on the date the Company Stockholder Meeting is scheduled if the Company shall have received proxies in respect of an aggregate number of shares of Company Common Stock, which have not been withdrawn, such that the Company Stockholder Approval will be obtained at such meeting.

(d) As promptly as reasonably practicable following the date of this Agreement, DLR shall, in accordance with applicable Law and the DLR Governing Documents, establish a record date for, duly call, give notice of, convene and hold the DLR Stockholder Meeting. DLR shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the stockholders of DLR entitled to vote at the DLR Stockholder Meeting and to hold the DLR Stockholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act. DLR shall, through the DLR Board of Directors, recommend to its stockholders that they give the DLR Stockholder Approval, include such recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts to obtain the DLR Stockholder Approval. Notwithstanding the foregoing provisions of this Section  5.4(d) , if, on a date for which the DLR Stockholder Meeting is scheduled, DLR has not received proxies representing a sufficient number of shares of DLR Common Stock to obtain the DLR Stockholder Approval, whether or not a quorum is present, the Company may require DLR, and DLR shall have the right, to adjourn or postpone the DLR Stockholder Meeting up to two (2)

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times (provided, that the DLR Stockholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the DLR Stockholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided , however , the DLR Stockholder Meeting may not be postponed or adjourned on the date the DLR Stockholder Meeting is scheduled if DLR shall have received proxies in respect of an aggregate number of shares of DLR Common Stock, which have not been withdrawn, such that DLR Stockholder Approval will be obtained at such meeting. Nothing contained in this Agreement shall be deemed to relieve DLR of its obligation to submit the Mergers and the issuance of the DLR Common Stock in the Mergers to its stockholders, in each case, for a vote on the approval thereof.

(e) The Company and DLR will use their respective reasonable best efforts to hold the Company Stockholder Meeting and the DLR Stockholder Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

(f) For the avoidance of doubt, nothing in this Section  5.4 will limit the rights of the Company pursuant to Section  5.3 of this Agreement.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1 Access; Confidentiality; Notice of Certain Events ; Updated Title Policies .

(a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section  8.1 , to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and DLR shall, and shall cause each of the DLR Subsidiaries and the Company Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company and DLR shall, and shall cause each of the Company Subsidiaries and the DLR Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor DLR shall be required by this Section  6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, (x) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice ( provided , however , that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate any Law or duty ( provided , however , that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable

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disclosure not in violation of any Law or duty) or (z) that is subject to any attorney-client, attorney work product or other legal privilege ( provided , however , that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company and DLR will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder.

(b) Each of the Company and DLR will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section  6.1 , in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement.

(c) The Company shall give prompt notice to DLR, and DLR shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers or the other Transactions, (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, or (C) with respect to the Company only, of any written notice received from any Person in connection with (I) any violation or default under or notice to terminate, not renew or challenge the validity or enforceability of any Company Material Contract or any Material Company Lease or (II) any event or circumstance that would give rise to any option to purchase, right of first refusal or first offer, or any other right to purchase in favor of any Person under any Company Material Contract or Material Company Lease, which, in each case of clause (I) or (II) would, individually, cause losses to the Company or any Company Subsidiary of more than $5,000,000 or, in the aggregate, cause losses to the Company or any Company Subsidiary of more than $1,000,000, (ii) of any Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or affiliates, in each case in connection with, arising from or otherwise relating to the Mergers or any other Transaction, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating to it or any of the Company Subsidiaries or the DLR Subsidiaries, respectively, which makes or is reasonably likely to make any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VII.

(d) DLR shall have the right, but not the obligation, at DLR’s sole cost, to attempt to cause a national title company designated by DLR (a “ Title Company ”) to deliver as of the Closing, (i) (A) with respect to any Company Property that is owned in fee, an ALTA Form B (revised 2006) extended coverage owner’s title insurance policy issued by a Title Company, dated the Closing Date, in the face amount designated by DLR and showing the Company or a Company Subsidiary to be the holder of the fee interest in such Company Property, and (ii) with respect to any Company Property that is subject to a Company Property Lease, an ALTA Form B (revised 2006) extended coverage leasehold title insurance policy issued by a Title Company, dated the Closing Date (the documents described in (i) and (ii) collectively, the “ Updated Title Policies ”). The Company and Company Subsidiaries shall use commercially reasonable efforts to deliver to the Title Companies such customary statements,

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releases, undertakings, affidavits, instruments and indemnities as the Title Companies shall reasonably require to issue the Updated Title Policies, provided no officer, employee or other agent of the Company shall be obligated to assume any personal obligation in connection therewith. For the avoidance of doubt, the receipt of any Updated Title Policies shall not be a condition to Closing.

Section 6.2 Consents and Approvals .

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and DLR shall and shall cause their respective Subsidiaries, to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Mergers and the other Transactions, including (i) the taking of all actions necessary to cause the conditions to Closing set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities or other Persons necessary in connection with the consummation of the Mergers and the other Transactions and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity or other Persons necessary in connection with the consummation of the Mergers and the other Transactions, (iii) the defending of any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the other Transactions, including seeking to have any stay or temporary restraining Order entered by any court or other Governmental Entity vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Mergers so as to enable the Closing to occur as soon as reasonably possible (“ Antitrust Clearances ”), and (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and the other Transactions and to fully carry out the purposes of this Agreement; provided , that notwithstanding the foregoing or any other provisions of this Agreement, nothing contained in this Agreement (including this Section 6.2(a) ) shall require or obligate DLR or any of its affiliates to, and the Company shall not, without the prior written consent of DLR, in each case in connection with obtaining any approval or consent from any Governmental Entity with respect to the Mergers, (A) commence or defend any litigation with any Governmental Entity or private party, (B) pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material liability or other obligation, including any agreement to delay Closing, in connection with obtaining any authorization, consent, Order, registration or approval of a Governmental Entity or (C) agree or otherwise be required to sell, divest, dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action with respect to, or its ability to retain, any businesses, products, rights, services, licenses, or assets of DLR, the Company or any of their respective Subsidiaries, or any interest or interests therein, except that, to the extent necessary in order to avoid or lift a preliminary or permanent injunction (including, without limitation, if the staff has recommended a suit to enjoin the Transactions to the front office) sought by any Governmental Entity that would prevent the Closing, DLR will agree to do the following and no more than the following: DLR shall offer and continue to offer to agree to divest, hold separate, or otherwise dispose of one or more of its

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or its Subsidiaries’ properties (excluding any internet gateway property) or one or more of the Company’s or its Subsidiaries’ properties, up to but not exceeding, in the aggregate, 37 megawatts of critical power capacity (an “ Acceptable Action ”). Notwithstanding the foregoing, so long as DLR has offered an Acceptable Action in order to obtain Antitrust Clearances, DLR shall not be required to undertake any other (x) sale, divestiture or disposition of any assets, properties or businesses of the Company or DLR or their respective Subsidiaries; (y) action with respect to the Company or DLR or their respective Subsidiaries that may limit DLR’s, the Company’s or their respective Subsidiaries’ freedom of action with respect to the operation of their respective businesses; or (z) action of any type.

(b) In connection with and without limiting the foregoing, each of DLR and the Company shall give (or shall cause to be given) any notices to any Person, and each of DLR and the Company shall use, and cause each of their respective affiliates to use, its reasonable best efforts to obtain any consents from any Person not covered by Section 6.2(a) that are necessary, proper or advisable to consummate the Mergers. Each of the Parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either Party and any Governmental Entity with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the others on, all the information relating to the other and each of their affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Mergers and the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, neither the Company nor DLR shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any filing, investigation or other inquiry without giving the other Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. Notwithstanding the foregoing, obtaining any approval or consent from any Person pursuant to this Section 6.2(b) shall not be a condition to the obligations of the Parties to consummate the Mergers.

(c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Entity) with respect to the Mergers, none of the Company or any of the Company Subsidiaries, DLR or any of its Subsidiaries or any of their respective Representatives, shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person prior to the Company Merger Effective Time. Subject to the foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents. The Parties acknowledge and agree that no approval or consent of any such Person is a condition to the obligations of any Party to effect the Mergers.

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(d) DLR shall take the lead in coordinating communications with any Governmental Entity, developing strategy for responding to any investigation or other inquiry by any Governmental Entity and formulating proposals to any Governmental Entity related to the consents, approvals or any other matter described in this Section  6.2 . DLR shall consult in advance with Company and take Company’s views into account in making any such determination.

Section 6.3 Publicity . So long as this Agreement is in effect, neither the Company nor DLR, nor any of their respective affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Mergers or this Agreement without the prior written consent of the other Party, unless such Party determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or trading market to issue or cause the publication of any press release or other announcement with respect to the Mergers or this Agreement, in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided , however , that, except as set forth in Section  5.3 , the Company shall not be required to provide any such review or comment to DLR in connection with the receipt and existence of a Competing Proposal and matters related thereto or a Company Adverse Recommendation Change; provided , further , each Party and their respective controlled affiliates may make oral statements that are not inconsistent with previous written press releases, public disclosures or public statements made by DLR and the Company in compliance with this Section  6.3 ; provided , further , that DLR shall not be required to provide any such review or opportunity to comment to the Company, in connection with any prospectus, “road show” materials, press release, or other written materials in connection with any issuance of DLR Equity Interests or other capital raising initiatives as permitted by Section  5.2 so long as such statements are consistent in substance with previous written press releases, written public disclosures or other written statements made by DLR and the Company in compliance with this Section  6.3 and not adverse to the consummation of the Mergers.

Section 6.4 Directors ’ and Officers ’ Insurance and Indemnification .

(a) DLR shall honor and fulfill in all respects the obligations of the Company to the fullest extent permissible under applicable Law, under the Company Governing Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “ Indemnification Agreements ”) to the individuals covered by such Company Governing Documents or Indemnification Agreements (the “ Covered Persons ”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Company Merger Effective Time, including in connection with the approval of this Agreement and the Transactions.

(b) Without limiting the provisions of Section 6.4(a) , for a period of six (6) years after the Company Merger Effective Time, DLR (but only to the extent the Covered Persons would be permitted to be indemnified by the Company under the Company Governing Documents and applicable Law) shall: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines,

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losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such, or (B) this Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including reasonable attorneys’ fees) of any Covered Person upon receipt, to the extent required by applicable Law, of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified. Notwithstanding anything to the contrary contained in this Section  6.4 or elsewhere in this Agreement, DLR shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person for which indemnification may be sought under this Section 6.4(b) unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation.

(c) The Indemnification Agreements with Covered Persons that survive the Mergers shall continue in full force and effect in accordance with their terms.

(d) For a period of six (6) years after the Company Merger Effective Time, DLR shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company ( provided , that DLR may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Company Merger Effective Time; provided , however , that DLR shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “ Base Premium ”); provided , further , if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, DLR shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium.

(e) In the event the Surviving Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume all of the applicable obligations set forth in this Section  6.4 .

(f) The Covered Persons (and their successors and heirs) are intended third party beneficiaries of this Section  6.4 , and this Section  6.4 shall not be amended in a manner that is adverse to the Covered Persons (including their successors and heirs) or terminated without the consent of the Covered Persons (including their successors and heirs) affected thereby.

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Section 6.5 Employee Matters .

(a) For a period commencing on the Closing Date and ending on December 31 of the calendar year following the calendar year in which the Closing Date occurs, DLR will provide (or cause an affiliate of DLR to provide) to each employee of DF Property Management LLC and each employee of Moose Ventures LP, in each case, who continues in employment with DLR or one of its affiliates following the Closing (each, a “ Continuing Employee ”) with: (i) a base salary or an hourly wage rate, as applicable, that is no lower than the base salary or hourly wage rate provided to such Continuing Employee immediately prior to the Closing, (ii) (A) with respect to the period commencing on the Closing Date and ending on December 31 of the year in which the Closing Date occurs, annual cash bonus opportunities that are no less favorable than the annual cash bonus opportunities provided to such Continuing Employee immediately prior to the Closing, and (B) with respect to the period from January 1 through December 31 of the calendar year following the calendar year in which the Closing Date occurs, annual cash bonus opportunities that are no less favorable than the annual cash bonus opportunities provided to similarly situated employees of DLR, and (iii) health and welfare benefits (excluding, for the avoidance of doubt, equity compensation, severance and retirement benefits) that are no less favorable, in the aggregate, than those provided to either similarly situated employees of DLR or to such Continuing Employees immediately prior to the Closing.

(b) For purposes of determining eligibility, vesting and participation under DLR Benefit Plans in which the Continuing Employees participate after the Closing Date, each Continuing Employee shall be credited with his or her years of service with the Company and the Company Subsidiaries prior to the Closing Date to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under Company Benefit Plans, except to the extent providing such credit would result in any duplication of benefits. In addition, DLR shall use commercially reasonable efforts to cause (i) all pre-existing condition exclusions and actively-at-work requirements of any DLR Benefit Plan providing medical, dental, hospital, pharmaceutical or vision benefits to be waived for such Continuing Employee and his or her covered dependents (except to the extent that such exclusions or requirements applied to the Continuing Employee under comparable Company Benefit Plans); and (ii) any co-payments, deductibles and other eligible expenses incurred by such Continuing Employee and/or his or her covered dependents during the plan year ending on the Closing Date to be credited for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year of each comparable DLR Benefit Plan (to the extent such credit would have been given under comparable Company Benefit Plans prior to the Closing).

(c) DLR shall maintain (or cause an affiliate of DLR to maintain) the Company’s 2017 Short-Term Incentive Compensation Plan (the “ 2017 STIP ”), as in effect as of the date of this Agreement, until at least the end of calendar year 2017, and shall pay (or cause an affiliate of DLR to pay) to each Continuing Employee who was a participant in the 2017 STIP immediately prior to the Closing Date an award thereunder for calendar year 2017, in accordance with the terms thereof, with such modifications, if any, to the performance objectives as DLR deems appropriate to reflect the Transactions, subject to each such Continuing Employee’s continued employment with DLR or an affiliate thereof through December 31, 2017, payable at such time(s) as DLR may determine, but in no event later than March 15, 2018; provided , however , that, notwithstanding the foregoing, each such Continuing Employee’s payout under the 2017 STIP in respect of calendar year 2017 shall be no less than his or her target award opportunity thereunder as in effect on the date hereof.

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(d) Unless the Company is otherwise notified in writing by DLR no later than fifteen (15) calendar days prior to the Closing, the Company shall take or cause to be taken all actions necessary to terminate any and all Company Benefit Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code, effective no later than the day immediately prior to the Closing Date.

(e) Effective as of the Closing, DLR and DLR OP shall jointly and fully assume the Company’s (or the appropriate Company Subsidiary’s) obligations under (i) the Company’s Severance Benefit Plan, dated as of May 10, 2017, and (ii) each severance and employment agreement set forth on Section 3.11(a) of the Company Disclosure Letter, and to fully perform under such plan and agreements in accordance with the terms thereof. For purposes of clarity, this Section 6.5(e) is intended to satisfy the Company’s (or the appropriate Company Subsidiary’s) obligations under the Company’s Severance Benefit Plan and the applicable severance or employment agreements that the Company (or the appropriate Company Subsidiary) obtain a written agreement from any successor to fully assume the Company’s (or the appropriate Company Subsidiary’s) obligations and to perform under such plan and agreements.

(f) Nothing contained in this Agreement shall, or shall be construed so as to, (i) prevent or restrict in any way the right of DLR to terminate, reassign, promote or demote any Service Provider of the Company or any Company Subsidiary (or to cause any of the foregoing actions) at any time following the Closing, or to change (or to cause the change of) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment or service of any such Service Providers at any time following the Closing, subject to Section 6.5(a) – (c) and the terms of the applicable Company Benefit Plans; (ii) constitute an amendment or modification of any Company Benefit Plan or DLR Benefit Plan or employee benefit plan; or (iii) create any third party rights in any such current or former Service Provider of the Company or any Company Subsidiary (including any beneficiary or dependent thereof); or (iv) obligate DLR or any of its affiliates to adopt or maintain any particular plan or program or other compensatory or benefits arrangement at any time or prevent DLR or any of its affiliates from modifying or terminating any such plan, program or other compensatory or benefits arrangement at any time.

Section 6.6 Takeover Statutes . The Parties and their respective boards of directors (or equivalent) shall use their respective reasonable best efforts (a) to take all action necessary so that no Takeover Statute is or becomes applicable to the Mergers or any of the other Transactions and (b) if any such Takeover Statute is or becomes applicable to any of the foregoing, to take all action necessary so that the Mergers and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Statute on the Mergers and the other Transactions. The Company shall not take any action to exempt any Person (other than DLR and, at the request of DLR, its affiliates) from any Takeover Statute of any jurisdiction that may purport to be applicable to the Mergers or any of the other Transactions or otherwise cause any restrictions in any Takeover Statute not to apply to any such Person, except in connection with the concurrent termination of this Agreement and entry into a Company Acquisition Agreement that constitutes a Superior Proposal in accordance with Section 8.1(e) .

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Section 6.7 Obligations of DLR and DLR OP . DLR shall take all action necessary to cause DLR OP, Merger Sub GP, the Surviving Entity and the Surviving Partnership to perform their respective obligations under this Agreement and to consummate the Transactions, including the Mergers, upon the terms and subject to the conditions set forth in this Agreement.

Section 6.8 Rule 16b-3 . Prior to the Partnership Merger Effective Time, each of the Company and DLR shall take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) or acquisitions of DLR equity securities (including derivative securities) pursuant to the Transactions by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act (or who will become subject to Section 16 of the Exchange Act as a result of the Transactions) to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company will promptly furnish DLR with all requisite information for DLR to take the actions contemplated by this Section  6.8.

Section 6.9 Control of Operations . Without in any way limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (i) nothing contained in this Agreement shall give DLR, directly or indirectly, the right to control or direct the Company’s operations prior to the Company Merger Effective Time, and (ii) prior to the Company Merger Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Section 6.10 Security Holder Litigation . In the event that any Legal Proceeding related to this Agreement, the Mergers or the other Transactions is brought against the Company and/or its officers, directors and/or Representatives by security holders of the Company, or is brought against DLR and/or its officers, directors and/or Representatives by security holders of DLR (a “ Security Holder Litigation ”), the Company shall promptly notify DLR, and DLR shall promptly notify the Company, as the case may be, of such litigation and shall keep the other party informed on a current basis with respect to the status thereof. The Company shall give DLR the opportunity to participate, subject to a customary joint defense agreement, in the defense and settlement of any such litigation against the Company and/or its directors by security holders of the Company, and no settlement thereof shall be agreed to without DLR’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 6.11 Director Resignations . The Company shall use reasonable best efforts to cause to be delivered to DLR resignations executed by each director of the Company and its Subsidiaries in office immediately prior to the Company Merger Effective Time, such resignations to be effective as of the Company Merger Effective Time.

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Section 6.12 Tax Matters .

(a) The Company shall use its reasonable best efforts to (i) obtain the opinions of counsel referred to in Section 7.2(d) and Section 7.3(d) , (ii) deliver to Hogan Lovells US LLP, counsel to the Company (or such other counsel rendering such opinion), DLR, and Latham & Watkins LLP (or such other counsel as may be rendering the opinion referenced to in Section 7.3(c) ), a tax representation letter, dated as of the effective date of the Form S-4 and the Closing Date, respectively, in customary form and substance and approved by DLR, which approval shall not be unreasonably withheld, and signed by an officer of the Company and the Company Operating Partnership, containing representations of the Company and the Company Operating Partnership reasonably necessary or appropriate to enable Hogan Lovells US LLP (or such other counsel rendering such opinion) to render the tax opinion described in Section  7.2(d) and Latham & Watkins LLP (or such other counsel rendering such opinion) to render the tax opinion described in Section 7.3(c) , and (iii) deliver to Latham & Watkins LLP (or such other counsel rendering such opinion), counsel to DLR, and Hogan Lovells US LLP (or such other counsel rendering such opinion), counsel to the Company, tax representation letters, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of the Company, in form and substance as set forth in Exhibit F , with such changes as are mutually agreeable to the Company and DLR (such agreement not to be unreasonably withheld), containing representations of the Company as shall be reasonably necessary or appropriate to enable Latham & Watkins LLP (or such other counsel rendering such opinion) to render an opinion on the effective date of the Form S-4 and on the Closing Date, respectively, as described in Section 7.2(e) and Hogan Lovells US LLP (or such other counsel rendering such opinion) to render an opinion on the effective date of the Form S-4 and on the Closing Date, respectively, as described in Section 7.3(d) .

(b) DLR shall use its reasonable best efforts to (i) obtain the opinions of counsel referred to in Section 7.3(c) and Section 7.2(e) , (ii) deliver to Latham & Watkins LLP (or such other counsel rendering such opinion), counsel to DLR, the Company, and Hogan Lovells US LLP (or such other counsel as may be rendering the opinion referenced to in Section 7.2(d) ), a tax representation letter, dated as of the effective date of the Form S-4 and Closing Date, respectively, in customary form and substance and approved by the Company, which approval shall not be unreasonably withheld, and signed by an officer of DLR and DLR OP, containing representations of DLR and DLR OP reasonably necessary or appropriate to enable Latham & Watkins LLP (or such other counsel rendering such opinion) to render the tax opinion described in Section  7.3(c) and Hogan Lovells US LLP (or such other counsel rendering such opinion) to render the tax opinion described in Section 7.2(d) , and (iii) deliver to Hogan Lovells US LLP (or such other counsel rendering such opinion), counsel to the Company, and Latham & Watkins LLP (or such other counsel rendering such opinion), counsel to DLR, tax representation letters, dated as of the effective date of the Form S-4 and the Closing Date, respectively, and signed by an officer of DLR, in form and substance as set forth in Exhibit G , with such changes as are mutually agreeable to DLR and the Company (such agreement not to be unreasonably withheld), containing representations of DLR as shall be reasonably necessary or appropriate to enable Hogan Lovells US LLP (or such other counsel rendering such opinion) to render an opinion on the effective date of the Form S-4 and on the Closing Date, respectively, as described in Section 7.3(d) , and Latham & Watkins LLP (or such other counsel rendering such opinion) to render an opinion on the effective date of the Form S-4 and on the Closing Date, respectively, as described in Section 7.2(e) .

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(c) DLR and the Company shall reasonably cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp Taxes, any transfer, recording, registration and other fees and any similar Taxes that become payable in connection with the Transactions (together with any related interest, penalties or additions to Tax, “ Transfer Taxes ”), and shall cooperate in attempting to minimize the amount of Transfer Taxes.

(d) Each of DLR and the Company shall use its reasonable best efforts to cause the Company Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and cause the Partnership Merger to qualify as an “assets-over” merger pursuant to Treasury Regulations Section 1.708-1(c)(3)(i), including by executing and delivering the tax representation letters referred to herein. Neither DLR nor the Company shall take any action, or fail to take any action, that could reasonably be expected to cause the Company Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code or cause the Partnership Merger to fail to qualify as an “assets-over” merger pursuant to Treasury Regulations Section 1.708-1(c)(3)(i). All Parties shall treat the Company Merger as a reorganization under Section 368(a) of the Code and the Partnership Merger as an “assets-over” merger under Treasury Regulations Section 1.708-1(c)(3)(i) and no Party shall take any positions inconsistent therewith for Tax purposes, provided , however , that nothing contained herein shall prevent any Party from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the transactions contemplated herein, and no Party shall be required to litigate before any court any such proposed deficiency or adjustment by any taxing authority.

(e) The Company shall distribute cash to its stockholders in its taxable year ending with the Company Merger in an amount equal to or in excess of the amount required to be distributed pursuant to Section 857(a) of the Code in respect of its taxable year ending with the Company Merger (taking into account all distributions made by the Company prior to the Company Merger Effective Time) such that the Company will not be subject to Tax under Sections 857(b) or 4981 of the Code in respect of its taxable year ending with the Company Merger.

(f) In connection with the Mergers and to the extent required by Section 9.3 of the 2007 Tax Protection Agreement, DLR and DLR OP shall agree to be bound by the 2007 Tax Protection Agreement, as amended, and assume all rights and obligations of the Company and the Company Operating Partnership thereunder, except with respect to holders of Company Partnership Units who enter into a New Tax Protection Agreement as contemplated by Section  6.16 and the Terms of New Tax Protection Agreement.

Section 6.13 Financing Cooperation .

(a) Subject to the limitations set forth elsewhere in this Section  6.13 , the Company shall provide to DLR, and shall cause the respective officers and employees of the Company, and use its reasonable best efforts to cause the Representatives of the Company to provide to DLR, at DLR’s sole expense, all cooperation reasonably requested by DLR that is necessary or reasonably required in connection with any (i) unsecured third party financing transaction, (ii) any private or public offering of securities of DLR or DLR OP (including, without limitation, DLR Common Stock, preferred stock or debt securities), (iii) any offer to exchange securities of the Company or any Company Subsidiary for any securities of DLR or

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any DLR Subsidiary but only to the extent effective on or after the Closing (an “ Exchange Offer ”), or (iv) the consent solicitation and/or redemption of the Notes contemplated by Sections 6.13(e), (f) and (g) , in each case, that DLR or DLR OP may pursue in good faith prior to the Partnership Merger Effective Time. DLR and the Company shall cooperate and use reasonable best efforts to obtain customary payoff letters and lien releases with respect to existing indebtedness of the Company and the Company Subsidiaries that DLR or DLR OP intends to repay in full at Closing, subject to the occurrence of the Closing.

(b) With respect to the financing contemplated in Section 6.13(a) , such cooperation shall include using its reasonable best efforts to: (i) furnish to DLR upon request by DLR all information with respect to business, operations, financial condition, projections and prospects of the Company as may be reasonably requested by DLR or any third party financing source, including all financial statements, financial data and other information regarding the Company and the Company Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of securities of DLR or DLR OP (including for use in DLR’s or DLR OP’s preparation of pro forma financial statements), including updates to any such information as may be reasonably requested by DLR (including so as to remain current pursuant to Rule 3-12 under Regulation S-X); (ii) request the Company’s independent accountants to prepare and deliver “comfort letters,” dated the date of each final offering document used in connection with any securities offering by DLR (with appropriate bring-down comfort letters delivered on each closing date of any such offering, including in connection with the exercise of an option to purchase additional securities of DLR), in compliance with professional standards (including providing “negative assurance” comfort and AU 722, Interim Financial Information (or successor standard) review of interim financial statements) and otherwise on terms reasonably acceptable to DLR; (iii) provide representative letters to the Company’s independent accountants; (iv) request the Company’s independent accountants to provide consent to use of their reports in materials relating to any financing, including SEC filings and offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon in accordance with normal customary practice; and (v) provide documentation and other information that debt financing sources reasonably determine is necessary under applicable “know your customer” and anti-money laundering rules and regulations.

(c) Nothing in this Section  6.13 shall require the Company or the Company Subsidiary: (i) to pay any reimbursable fee or incur any liability in connection with any of the financing activities contemplated by Section  6.13 ; (ii) take any action that would unreasonably interfere with the ongoing operations of the Company or any Company Subsidiary in any material respect; (iii) to provide such cooperation to the extent it would cause any condition to Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement; (iv) to take any action that will conflict with or violate its respective organizational documents or any applicable laws or result in the contravention of, or would reasonably be expected to result in a material violation of, or material default under, any contract to which the Company or any Company Subsidiary is a party or the respective indentures governing the applicable series of Notes (as defined below); (v) prepare separate financial statements for any Company Subsidiary (other than the Company Operating Partnership) or change any fiscal period, or (vi) with respect to an Exchange Offering, to enter into any document, agreement or other instrument that will be effective prior to the Closing. No personal liability shall be imposed on any officers, directors or other Representatives of the Company.

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(d) DLR shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses paid to third parties (including advisor’s fees and expenses) incurred by the Company or Company Operating Partnership in connection with the cooperation provided or other action taken by Company or Company Operating Partnership pursuant to this Section  6.13 and indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “ Losses ”) suffered or incurred by them in connection with any such financing transaction or public offering, any information utilized in connection therewith or any action taken by the Company or any Company Subsidiary pursuant to this Section  6.13 ; provided , however, that the foregoing indemnity shall not apply with respect to any Losses resulting from a willful or intentional breach of any representation, warranty, covenant or agreement of the Company or any Company Subsidiaries under this Agreement.

(e) The Company Operating Partnership shall, if requested by DLR, as soon as reasonably practicable after the date of this Agreement, use its reasonable best efforts to commence a consent solicitation with respect to any or all of (x) the Company Operating Partnership’s outstanding 5.875% senior unsecured notes due 2021 (the “ 2021 Notes ”) and (y) the Company Operating Partnership’s outstanding 5.625% senior unsecured notes due 2023 (the “ 2023 Notes ” and, together with the 2021 Notes, the “ Notes ”), on such terms and conditions as may be specified by DLR to amend or waive, or obtain consent under, certain provisions of the respective indentures governing each series of Notes, which amendments, waivers or consents may include the elimination of all or substantially all of the restrictive covenants and certain other provisions (including, without limitation, provisions that would require the Company Operating Partnership to offer to repurchase the outstanding Notes as a result of any “Change of Control” (as defined in the applicable indenture) occurring in connection with the transactions contemplated by this Agreement) (the “ Notes COC Consents ”) contained in the respective indentures governing such series of Notes that can be eliminated upon the favorable vote of the holders of a majority of the principal amount thereof (the “ Consent Solicitations ”). Any documentation relating to any Consent Solicitation (including all amendments or supplements thereto) (the “ Solicitation Documents ”) and all material requested to be published or mailed to the holders of the Notes in connection with any Consent Solicitation shall be subject to the prior review of (which review shall be made as promptly as reasonably practicable), and comment by the Company and shall be reasonably acceptable to the Company; provided that, in any event, the parties hereby agree that promptly upon expiration of any Consent Solicitation, assuming the requisite consents have been received with respect to such series of Notes, the Company Operating Partnership and the guarantors thereto shall execute a supplemental indenture to the respective indentures governing each series of Notes and shall use reasonable best efforts to cause the trustee under each such indenture to enter into such supplemental indenture prior to or substantially simultaneously with the execution thereof by the Company Operating Partnership and the guarantors party thereto. Any amendment to an indenture contemplated by any Consent Solicitation (other than any Notes COC Consent) shall revert to the form in effect prior to the effectiveness of any such amendment and be of no further effect if the Closing does not occur.

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(f) If at any time prior to the completion of any Consent Solicitation any information should be discovered by the Company or DLR that the Company or DLR reasonably believes should be set forth in an amendment or supplement to the Solicitation Documents, so that the Solicitation Documents shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement prepared by DLR and reasonably acceptable to the Company describing such information shall be disseminated by or on behalf of the Company Operating Partnership to the holders of the applicable Notes.

(g) DLR shall select and pay the fees and out-of-pocket expenses of any dealer manager, information agent, depositary, trustee or other agent retained in connection with any Consent Solicitation (in each case reasonably acceptable to the Company), and pay all consent fees (or provide the Company with the funds required therefor in advance of the required payment thereof) payable in connection with any Consent Solicitation. At DLR’s expense, the Company shall use its reasonable best efforts, and shall cause the other Company Subsidiaries to use their reasonable best efforts to, provide all cooperation reasonably requested by DLR that is necessary or reasonably required in connection with the Consent Solicitations, including, without limitation, (i) executing supplemental indentures to the applicable indentures governing each series of Notes, (ii) using reasonable best efforts to cause the trustee under each such indenture to enter such supplemental indenture prior or substantially simultaneously with execution thereof by the Company Operating Partnership and the guarantors party thereto and (iii) providing the information necessary to distribute the applicable Solicitation Documents to the holders of the applicable series of Notes. If requested by DLR in writing in connection with any Consent Solicitation with respect to the Notes, the Company and the Company Subsidiaries shall use their reasonable best efforts, or shall use their reasonable best efforts to cause their counsel to, deliver legal opinions in customary form and scope relating to the Company, the Company Subsidiaries and/or the indentures governing the Notes required in connection with the Consent Solicitations. The Company and the Company Subsidiaries shall, if requested by DLR at DLR’s expense, use their reasonable best efforts, or shall use their reasonable best efforts to cause their counsel to, provide all cooperation reasonably requested by DLR that is necessary or reasonably required in connection with a redemption of either or both series of Notes and the satisfaction and discharge of the respective indentures governing each series of Notes, including, without limitation, (i) delivering to the trustee under the respective indenture governing each series of Notes (each, as applicable, the “ trustee ”) a notice of redemption with respect to each such series of Notes to be delivered to the holders of each such series of Notes, (ii) requesting a nationally recognized firm of independent public accountants to deliver a written certificate to the trustee regarding the sufficiency of funds or U.S. government obligations deposited in trust to pay principal of and interest on such series of Notes to redemption and to pay all other sums payable under the respective indenture governing such series of Notes, (iii) delivering to the trustee officers’ certificates and opinions of counsel in each case stating that all conditions precedent provided for in the respective indenture governing each series of Notes relating to the satisfaction and discharge of such indenture have been complied with and (iv) requesting that the trustee acknowledge in writing such satisfaction and discharge.

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(h) All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided , that DLR and DLR OP shall be permitted to disclose such information to any third party financing sources or prospective third party financing sources and other financial institutions and investors and to their respective counsel and auditors subject to customary confidentiality arrangements for use by any of them of such information in connection with providing the financing contemplated by this Section 6.13 in connection with the Transactions.

(i) The Parties acknowledge and agree that consummation of any financing transaction, public or private offering, Exchange Offer, consent solicitation and/or tender of Notes contemplated by this Section  6.13 is not a condition to any Party’s obligation to consummate the Mergers.

Section 6.14 Dividends .

(a) From and after the date of this Agreement until the earlier of the Company Merger Effective Time and termination of this Agreement pursuant to Section  8.1 , neither the Company nor DLR shall make, declare or set aside any dividend or other distribution to its respective stockholders without the prior written consent of the Company (in the case of DLR) or DLR (in the case of the Company); provided , however , that the written consent of the other Party shall not be required for the authorization and payment of the Company Permitted Dividend or the DLR Permitted Dividends, as applicable, including the payment of dividends under Section 2.2(g) . Notwithstanding the foregoing and any other restriction on dividends and other distributions in this Agreement, including the restrictions set forth in Section 5.1(c) and Section 5.2(c) , each of the Company, any Company Subsidiary, DLR, and any DLR Subsidiary shall be permitted (without the consent of the other Party) to declare and make dividends and distributions, including under Sections 858 or 860 of the Code, prior to the Closing if the making of such dividends or distributions prior to the Closing is necessary for the Company or DLR, as applicable, to maintain its status as a REIT under the Code or applicable state Law and avoid the imposition of any entity level income or excise Tax under the Code or applicable state Law. If either Party determines that it is necessary to declare a dividend or distribution (whether a Company Permitted Dividend, a DLR Permitted Dividend or otherwise), it shall notify the other Party as soon as reasonably practicable prior to such declaration.

(b) The Parties shall take such actions as are necessary to ensure that if the holders of Company Common Stock and Company Partnership Units receive the Company Permitted Dividend for a particular period prior to the Closing Date, or the holders of DLR Common Stock receive the DLR Permitted Common Dividend for a particular period prior to the Closing Date, then the holders of Company Common Stock and Company Partnership Units or the holders of DLR Common Stock, as the case may be, shall be entitled to receive the applicable Permitted Dividend for such period as necessary to result in the holders of Company Common Stock and Company Partnership Units and the holders of DLR Common Stock receiving the applicable Permitted Dividend covering the same periods prior to the Closing Date.

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Section 6.15 Registration Rights . DLR and DLR OP will use reasonable best efforts to cause the New DLR OP Units to be included on its existing registration statement to permit the resale of the DLR Common Stock that may be issued upon redemption of the New DLR OP Units.

Section 6.16 New Tax Protection Agreement .

(a) Certain of the holders of Company Partnership Units, each as set forth on Schedule A hereto, have agreed to enter into a New Tax Protection Agreement with terms substantially as set forth in the Terms of New Tax Protection Agreement attached hereto as Exhibit A , which a New Tax Protection Agreement shall become effective as of and conditioned upon the occurrence of the Closing. The Company and DLR shall jointly cooperate and use their commercially reasonable efforts to offer to the holders of Company Partnership Units who are Protected Partners (other than the holders of Company Partnership Units set forth on Schedule A hereto) the opportunity to enter into the same New Tax Protection Agreement and to enter into guarantees of indebtedness of DLR OP as contemplated by the Terms of New Tax Protection Agreement, to be effective as of and conditioned upon the occurrence of the Closing, and the Company Operating Partnership will facilitate the mailing and communications with such holders of Company Partnership Units to give them such opportunity. The process for such communications and the content thereof shall be as mutually agreed between the Company and DLR, each acting in good faith.

(b) To the extent the Terms of the New Tax Protection Agreement set forth actions to be taken by DLR or the Company or their affiliates, each such party agrees to perform such actions in accordance therewith.

Section 6.17 Loan Agreement . In accordance with the process described in the Terms of New Tax Protection Agreement attached hereto as Exhibit A , the Parties shall use commercially reasonable efforts to cooperate to extend the maturity date of the Quill Loan Agreement or, at DLR’s option, enter into a new secured loan agreement.

Section 6.18 Other Agreements . The Company and DLR agree to take the actions set forth in Section  6.18 of the Company Disclosure Letter.

ARTICLE VII

CONDITIONS TO CONSUMMATION OF THE MERGERS

Section 7.1 Conditions to Each Party ’ s Obligations to Effect the Merger s . The respective obligations of each Party to effect the Mergers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the written agreement of the Parties, in each case, to the extent permitted by applicable Law:

(a) Stockholder Approval . Each of the Company Stockholder Approval and the DLR Stockholder Approval shall have been duly obtained.

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(b) Statutes; Court Orders . No Law shall have been enacted or promulgated by any Governmental Entity of competent jurisdiction (whether temporary, preliminary or permanent) which prohibits, restrains, enjoins or makes illegal the consummation of the Mergers and there shall be no Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction in effect preventing, restraining or enjoining the consummation of the Mergers.

(c) Registration Statement . The Form S-4 and, if applicable, the OP Unit S-4 shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Form S-4 or, if applicable, the OP Unit S-4, shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced or threatened.

(d) Listing . The shares of DLR Common Stock to be issued in the Mergers shall have been approved for listing on the NYSE, subject only to official notice of issuance.

Section 7.2 Conditions to Obligations of DLR . The obligations of the DLR Parties to effect the Mergers are also subject to the satisfaction or waiver (in writing) by DLR on or prior to the Closing Date of each of the following additional conditions:

(a) Representations and Warranties . (i) Other than the representations and warranties set forth in Section  3.1 (Organization and Qualifications; Subsidiaries), Section  3.2 (Capitalization), Section  3.3 (Authorization; Validity of Agreement; Company Action), Section 3.8(b) (Absence of Certain Changes), Section  3.26 (Brokers; Expenses), Section  3.27 (Takeover Statutes), and Section  3.29 (Vote Required), each of the representations and warranties of the Company and the Company Operating Partnership set forth in this Agreement shall be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained in Article III ) as of the date of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), except where any failures of any such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) the representations and warranties set forth in Section 3.2(a) (Capitalization) shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), except for de minimis inaccuracies, (iii) the representations and warranties set forth in Section  3.1 (Organization and Qualification; Subsidiaries), Section 3.2(b)-(e) (Capitalization); Section  3.3 (Authorization; Validity of Agreement; Company Action), Section  3.26 (Brokers; Expenses), Section  3.27 (Takeover Statutes), and Section  3.29 (Vote Required), shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date) and (iv) the representations and warranties set forth in Section 3.8(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement; and DLR shall have received a certificate signed on behalf of the Company by a duly authorized executive officer of the Company to the foregoing effect.

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(b) Performance of Obligations of the Company . Each of the Company and the Company Operating Partnership shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Company Merger Effective Time (it being understood that, for purposes of this Section 7.2(b), the Company and the Company Operating Partnership shall be deemed to have performed and complied with all obligations under Section  6.13 except where there has been a Willful Breach by the Company or any Company Subsidiary (including the Company Operating Partnership) of its obligations under Section  6.13 ); and DLR shall have received a certificate signed on behalf of the Company by a duly authorized executive officer of the Company to such effect.

(c) No Material Adverse Effect . Since the date of this Agreement, no Company Material Adverse Effect shall have occurred.

(d) REIT Opinion . DLR shall have received a written opinion of Hogan Lovells US LLP (or if Hogan Lovells US LLP is unable to issue such opinion, such other counsel reasonably acceptable to DLR), counsel to the Company, dated as of the Closing Date and in form and substance as set forth in Exhibit  H attached hereto (and in the case of such other counsel rendering such opinion, in the form of such other counsel’s standard REIT opinion that is reasonably acceptable to DLR) and with such changes as are mutually agreeable to DLR and the Company, such agreement not to be unreasonably withheld, to the effect that, commencing with the Company’s taxable year that ended on December 31, 2007 through and including its taxable year that ends on the Company Merger Effective Time, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on representations contained in a tax representation letter described in Section 6.12(a) .

(e) Tax Opinion . DLR shall have received the written opinion of its counsel, Latham & Watkins LLP (or if Latham & Watkins LLP is unable to issue such opinion, such other counsel reasonably acceptable to DLR), dated as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulations S-K under the Securities Act, and the Closing Date and in form and substance as set forth in Exhibit I attached hereto (and in the case of such other counsel rendering such opinion, in the form of such other counsel’s standard reorganization opinion that is reasonably acceptable to DLR), and with such changes as are mutually agreeable to DLR and the Company, such agreement not to be unreasonably withheld, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may rely upon the tax representation letters delivered pursuant to Section 6.12(b) . The condition set forth in this Section 7.2(e) shall not be waivable after receipt of the DLR Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

Section 7.3 Conditions to Obligations of the Company . The obligations of the Company to effect the Mergers are also subject to the satisfaction or waiver (in writing) by the Company on or prior to the Closing Date of each of the following additional conditions:

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(a) Representations and Warranties . (i) Other than the representations and warranties set forth in Section 4.2(a) (Capitalization) and Section 4.8(b) (Absence of Certain Changes), each of the representations and warranties of DLR and DLR OP set forth in this Agreement shall be true and correct (without giving effect to any qualification as to materiality contained in Article IV ) as of the date of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date) except where any failures of any such representations and warranties to be true and correct would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay the consummation of the Transactions, (ii) the representations and warranties set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement and (iii) the representations and warranties set forth in Section 4.2(a) (Capitalization) shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), except for de minimis inaccuracies; and the Company shall have received a certificate signed on behalf of DLR by a duly authorized executive officer of DLR to the foregoing effect.

(b) Performance of Obligations of DLR and DLR OP . DLR and DLR OP shall have performed or complied in all material respects with all obligations required to be performed or complied with by them under this Agreement at or prior to the Company Merger Effective Time, and the Company shall have received a certificate signed on behalf of DLR by a duly authorized executive officer of DLR to such effect.

(c) REIT Opinion . The Company shall have received a written opinion of Latham & Watkins LLP (or if Latham & Watkins LLP is unable to issue such opinion, such other counsel reasonably acceptable to the Company), counsel to DLR, dated as of the Closing Date and in form and substance as set forth in Exhibit  J attached hereto (and in the case of such other counsel rendering such opinion, in the form of such other counsel’s standard REIT opinion that is reasonably acceptable to the Company) and with such changes as are mutually agreeable to DLR and the Company, such agreement not to be unreasonably withheld, to the effect that, commencing with DLR’s taxable year that ended on December 31, 2004 through and including its taxable year ended December 31, 2016, DLR has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable DLR to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year which includes the Company Merger Effective Time, and future taxable years, which opinion will be subject to customary exceptions, assumptions and qualifications and based on representations contained in a tax representation letter described in Section 6.12(b) .

(d) Tax Opinion . The Company shall have received a written opinion of its counsel, Hogan Lovells US LLP (or if Hogan Lovells US LLP is unable to issue such opinion, such other counsel reasonably acceptable to the Company), dated as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulations S-K under the Securities Act, and the Closing Date and in form and substance as set forth in Exhibit K attached hereto (and in the case of such other counsel rendering such opinion, in the form of such other counsel’s

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standard reorganization opinion that is reasonably acceptable to the Company) and with such changes as are mutually agreeable to the Company and DLR, such agreement not to be unreasonably withheld, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may rely upon the tax representation letters delivered pursuant to Section 6.12(a) . The condition set forth in this Section 7.3(d) shall not be waivable after receipt of the Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

(e) No Material Adverse Effect . Since the date of this Agreement, no DLR Material Adverse Effect shall have occurred.

ARTICLE VIII

TERMINATION

Section 8.1 Termination . This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval or the DLR Stockholder Approval, if applicable) as follows:

(a) by mutual written consent of DLR and the Company;

(b) (i) by either DLR or the Company, prior to the Company Merger Effective Time, if there has been a breach by the other Party or Parties of any representation or warranty set forth in this Agreement, which breach (x) in the case of a breach by the Company or the Company Operating Partnership shall result in a condition in Section  7.1 or Section  7.2 not being satisfied and (y) in the case of a breach by DLR or DLR OP shall result in a condition in Section  7.1 or Section  7.3 not being satisfied (and in each case such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (I) thirty (30) calendar days after the receipt of notice thereof by the defaulting Party from the non-defaulting Party or (II) three (3) business days before the Outside Date); provided , however , this Agreement may not be terminated pursuant to this Section 8.1(b)(i) by any Party if such Party is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement; or (ii) by either DLR or the Company, prior to the Company Merger Effective Time, if there has been a breach by the other Party or Parties of any covenant or agreement set forth in this Agreement, which breach (x) in the case of a breach by the Company or the Company Operating Partnership shall result in a condition in Section  7.1 or Section  7.2 not being satisfied and (y) in the case of a breach by DLR or DLR OP shall result in a condition in Section  7.1 or Section  7.3 not being satisfied (and in each case such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (I) thirty (30) calendar days after the receipt of notice thereof by the defaulting Party from the non-defaulting Party or (II) three (3) business days before the Outside Date); provided , however , this Agreement may not be terminated pursuant to this Section 8.1(b)(ii) by any Party if such Party is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement;

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(c) by either DLR or the Company, if the Company Merger Effective Time shall not have occurred by midnight, Baltimore, Maryland time on the Outside Date; provided , however , that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to any Party to the extent that such Party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the Company Merger Effective Time not occurring prior to the Outside Date;

(d) by DLR at any time prior to the receipt of the Company Stockholder Approval, if the Company Board of Directors shall have effected a Company Adverse Recommendation Change;

(e) by the Company if, prior to the receipt of the Company Stockholder Approval, in order to concurrently enter into a Company Acquisition Agreement that constitutes a Superior Proposal and that was not preceded by a material breach by the Company of Section  5.3 , the Company, prior to or concurrently with such termination, pays the Company Termination Payment to DLR in accordance with Section 8.2(b) ;

(f) by either the Company or DLR if a Governmental Entity of competent jurisdiction, that is within a jurisdiction that is material to the business and operations of the Company, shall have issued a final, non-appealable Order in each case permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers or other Transactions; provided , however , that the Party seeking to terminate this Agreement pursuant to this Section  8.1(f) shall have complied with its obligations under Section  6.2 ;

(g) by either the Company or DLR, if the Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken;

(h) by either DLR or the Company, if the DLR Stockholder Approval shall not have been obtained at the DLR Stockholder Meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken;

(i) by the Company if (i) all of the conditions set forth in Sections  7.1 and 7.2 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing and which were, at the time of termination, capable of being satisfied at the Closing) or waived in writing by DLR and DLR OP, (ii) the Company has irrevocably notified DLR in writing that the Company is ready, willing and able to consummate the Closing and all of the conditions set forth in Section  7.3 (other than any such conditions that by their nature are to be satisfied at the Closing and which were, at the time of termination, capable of being satisfied at the Closing) have been satisfied or that the Company is willing to waive any unsatisfied conditions in Section  7.3 for the purpose of consummating the Closing, and (iii) the Mergers shall not have been consummated on the later of the date the Closing is required to have occurred pursuant to Section  1.3 and the expiration of two (2) business days following the Company’s delivery of such notice; or

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(j) by the Company at any time prior to the receipt of the DLR Stockholder Approval, if the DLR Board of Directors shall have (i) failed to recommend to its stockholders that the DLR Stockholder Approval be given or failed to include the DLR Board Recommendation in the Joint Proxy Statement, or (ii) changed, qualified, withheld, withdrawn or modified, or publicly proposed to change, qualify, withhold, withdraw or, in a manner adverse to the Company, modify, the DLR Board Recommendation.    

Section 8.2 Effect of Termination .

(a) Notwithstanding anything to the contrary in this Agreement, in the event of the termination of this Agreement as provided in Section  8.1 , written notice thereof shall forthwith be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and there shall be no liability on the part of any DLR Party, the Company or the Company Operating Partnership, except that the Confidentiality Agreement, this Section  8.2 and Section  9.3 through Section  9.14 shall survive such termination; provided , however , (i) subject to the following clause (ii), nothing herein shall relieve any Party from liability for Willful Breach of its representations, warranties, covenants or agreements set forth in this Agreement and (ii) an amount equal to the Company Termination Payment or an amount equal to the DLR Termination Payment, respectively, shall be the maximum liability of the parties hereto for any Willful Breach of its representations, warranties, covenants or agreements set forth in this Agreement.

(b) In the event that:

(i) (A) a Competing Proposal shall have been made, proposed or communicated, after the date hereof and prior to the Company Stockholder Meeting (or prior to the termination of this Agreement if there has been no Company Stockholder Meeting), and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by DLR pursuant to Section 8.1(b) or the Company or DLR pursuant to Section 8.1(c) or Section 8.1(g) (and in the case of a termination pursuant to Section 8.1(g), such Competing Proposal shall have been publicly made, proposed or communicated) and (C) (i) within twelve (12) months of the date of such termination, the Company enters into a definitive agreement with respect to any Competing Proposal which Competing Proposal is later consummated, or (ii) a Competing Proposal is consummated within twelve (12) months of the date of such termination; provided that for purposes of clause (C) of this Section 8.2(b)(i) , the references to “20%” in the definition of Competing Proposal shall be deemed to be references to “50%”; or

(ii) this Agreement is terminated by the Company pursuant to Section  8.1(e) ; or

(iii) this Agreement is terminated by DLR pursuant to Section 8.1(d) ;

then, in any such event under clause (i), (ii) or (iii) of this Section 8.2(b) , the Company shall pay DLR or its designee the Company Termination Payment in accordance with the escrow procedures set forth in Section 8.2(e) , (x) in the case of Section 8.2(b)(iii) , within two (2) business days after such termination, (y) simultaneously with such termination if pursuant to Section 8.2(b)(ii) or (z) in the case of only Section 8.2(b)(i) , two (2) business days after the consummation of a Competing Proposal; it being understood that in no event shall the Company be required to pay the Company Termination Payment on more than one occasion. As used herein, “ Company Termination Payment ” shall mean a cash amount equal to $150,000,000.

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(c) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(i) or Section 8.1(j ), then DLR shall pay the Company or its designee the DLR Termination Payment in accordance with the escrow procedures set forth in Section 8.2( f ) within two (2) business days after the date of such termination; it being understood that in no event shall DLR be required to pay the DLR Termination Payment on more than one occasion. As used herein, “ DLR Termination Payment ” shall mean a cash amount equal to $300,000,000.

(d) Notwithstanding anything in this Agreement to the contrary:

(i) if DLR provides a notice of termination and such termination would result in the obligation to pay the Company Termination Payment, the payment of such Company Termination Payment shall be the sole and exclusive remedy of the DLR Related Parties against the Company Related Parties for any loss or damage suffered as a result of the failure of the Mergers to be consummated or for a breach or failure to perform hereunder or otherwise; provided , that the foregoing shall not impair the rights of DLR or DLR OP, if any, to obtain injunctive relief and/or specific performance pursuant to Section  9.14 prior to any termination of this Agreement. Upon payment of the Company Termination Payment, none of the Company, any of its Subsidiaries or any of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except with respect to any obligations under the Confidentiality Agreement. For the avoidance of doubt, if DLR has the right to terminate this Agreement pursuant to multiple provisions of this Agreement, DLR may elect under which provision it is providing notice of termination.

(ii) if the Company has the right to terminate this Agreement and such termination would result in the obligation to pay the DLR Termination Payment, the payment of such DLR Termination Payment shall be the sole and exclusive remedy of the Company, the Company Operating Partnership and the Company Related Parties against the DLR Related Parties for any loss or damage suffered as a result of the failure of the Mergers to be consummated or for a breach or failure to perform hereunder or otherwise; provided , that the foregoing shall not impair the rights of the Company or the Company Operating Partnership, if any, to obtain injunctive relief and/or specific performance pursuant to Section  9.14 prior to any termination of this Agreement. Upon payment of the DLR Termination Payment, none of the DLR Parties or any of their respective Subsidiaries or any of the DLR Related Parties or any third party financing source shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except with respect to any obligations under the Confidentiality Agreement. For the avoidance of doubt, if the Company has the right to terminate this Agreement pursuant to multiple provisions of this Agreement, the Company may elect under which provision it is providing notice of termination.

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(iii) Neither the Company, the Company Operating Partnership nor any Company Related Parties shall have any rights or claims against any third party financing source in connection with this Agreement or the transactions contemplated hereby, whether at law or equity, in contract, in tort or otherwise; provided that, notwithstanding the foregoing, nothing in this Section 8.2(d)(iii) shall in any way limit or modify the rights and obligations of any DLR Related Party under this Agreement or any third party financing source’s obligations to any DLR Related Party under any agreements with such third party financing source. This Section 8.2(d)(iii) is intended to benefit and may be enforced by the third party financing sources.

(e) Notwithstanding anything in this Agreement to the contrary:

(i) If one Party to this Agreement (the “ Termination Payor ”) is required to pay another Party to this Agreement (the “ Termination Payee ”) any payment under Section 8.2(b) or 8.2(c) (such payment, a “ Termination Payment ”), such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Termination Payor pursuant to this Agreement by wire transfer of same day funds to an escrow account designated in accordance with this Section  8.2(e) . In the event that the Termination Payor is obligated to pay the Termination Payee a Termination Payment, the amount payable to the Termination Payee in any taxable year of the Termination Payee shall not exceed the lesser of (I) such Termination Payment payable to the Termination Payee, and (II) the sum of (A) the maximum amount that can be paid to the Termination Payee without causing the Termination Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for the relevant taxable year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“ Qualifying Income ”) and the Termination Payee has $4,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in each case, as determined by the Termination Payee’s independent accountants, plus (B) in the event the Termination Payee receives either (x) a letter from the Termination Payee’s counsel indicating that the Termination Payee has received a ruling from the IRS as described below in this Section 8.2(e) or (y) an opinion from the Termination Payee’s outside counsel as described below in this Section 8.2(e) , an amount equal to the excess of such Termination Payment, less the amount payable under subclause (A) above.

(ii) To secure the Termination Payor’s obligation to pay these amounts, the Termination Payor shall deposit into escrow an amount in cash equal to such Termination Payment with an escrow agent selected by the Termination Payor on such terms (subject to this Section 8.2(e) ) as shall be mutually agreed upon by the Termination Payor, the Termination Payee and the escrow agent. The payment or deposit into escrow of such Termination Payment pursuant to this Section 8.2(e) shall be made at the time the Termination Payor is obligated to pay the Termination Payee such amount pursuant to this Section  8.2 by wire transfer of same day funds. The escrow agreement shall provide that such Termination Payment in escrow or any portion thereof shall not be released to the Termination Payee unless the escrow agent receives any one or combination of the following: (A) a letter from the Termination Payee’s independent accountants indicating the maximum amount that can be paid by the escrow agent to the Termination Payee without causing the Termination Payee to fail to meet the

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requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and the Termination Payee has $4,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the escrow agent shall release such amount to the Termination Payee, or (B) a letter from the Termination Payee’s counsel indicating that (x) the Termination Payee received a ruling from the IRS holding that the receipt by the Termination Payee of such Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, or (y) the Termination Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Termination Payee of such Termination Payment should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release the remainder of such Termination Payment to the Termination Payee. The Termination Payor agrees to amend this Section 8.2(e) at the reasonable request of the Termination Payee in order to (i) maximize the portion of such Termination Payment that may be distributed to the Termination Payee hereunder without causing the Termination Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, or (ii) assist the Termination Payee in obtaining a favorable ruling or legal opinion from its outside counsel, in each case, as described in this Section 8.2(e) . Any amount of such Termination Payment that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.2(e) .

(f) Each of the Parties acknowledges that the agreements contained in this Section  8.2 are an integral part of the Transactions and that neither the Company Termination Payment nor the DLR Termination Payment is a penalty, but rather is liquidated damages in a reasonable amount that will compensate DLR and DLR OP or the Company and Company Operating Partnership, as applicable, in the circumstances in which the Company Termination Payment or the DLR Termination Payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Amendment and Modification; Waiver .

(a) Subject to applicable Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented, whether before or after receipt of the Company Stockholder Approval or DLR Stockholder Approval, if applicable, by written agreement of the Parties (by action taken by their respective boards of directors); provided , however , that after the approval of the Merger by the stockholders of the Company or the approval of the issuance of DLR Common Stock by the stockholders of DLR, no amendment shall be made which by Law requires further approval by such stockholders without obtaining

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such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. Notwithstanding anything to the contrary contained herein, Section 8.2(d)(iii) , 9.5 , 9.9 , 9.11 , 9.12 and this Section  9.1 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of such Sections) may not be modified, waived or terminated in a manner that is adverse in any respect to any third party financing source without the prior written consent of such third party financing source.

(b) At any time and from time to time prior to the Company Merger Effective Time, any Party or Parties may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other Party or Parties, as applicable, (ii) waive any inaccuracies in the representations and warranties made to such Party or Parties contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such Party or Parties contained herein. Any agreement on the part of a Party or Parties to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party or Parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

Section 9.2 Non-Survival of Representations and Warranties . None of the representations and warranties in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Company Merger Effective Time. This Section  9.2 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Company Merger Effective Time.

Section 9.3 Expenses . All Expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such Expenses, except that the Parties shall each pay fifty percent (50%) of the Expenses of any financial printer (other than printing and mailing expenses relating to sending communications to their own respective stockholders, which each Party shall bear separately). Notwithstanding anything to the contrary contained herein, from and after the Company Merger Effective Time, DLR shall pay the amount of any Transfer Taxes incurred in connection with this Agreement and the Transactions.

Section 9.4 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally (notice deemed given upon receipt), telecopied (notice deemed given upon confirmation of receipt) or sent by a nationally recognized overnight courier service, such as Federal Express (notice deemed given upon receipt of proof of delivery), to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

if to DLR or DLR OP, to:

Digital Realty Trust, Inc.

Four Embarcadero Center

Suite 3200

San Francisco, CA 94111

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with copies to:

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, California 90071-1560

if to the Company or Company Operating Partnership, to:

DuPont Fabros Technology, Inc.

401 9th Street NW, Suite 600

Washington, DC 20004

Attention:         Christopher P. Eldredge

Email:              celdredge@dft.com

with copies to:

Hogan Lovells LLP

555 Thirteenth Street, NW

Washington, DC 20004

Section 9.5 Certain Definitions . For the purposes of this Agreement, the term:

“ 2007 Tax Protection Agreement ” means that certain Tax Protection Agreement, dated as of October 24, 2007.

“ Acceptable Confidentiality Agreement ” means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement; provided , however , that an Acceptable Confidentiality Agreement shall not be required to contain standstill provisions.

“ Anti-Corruption Laws ” means (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (ii) the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as amended, and any directives or requirements of the Office of Foreign Assets Control of the U.S. Department of the Treasury, and (iii) any anti-bribery, anti-corruption or similar applicable Law of any other jurisdiction.

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“Benefit Plan” means (i) each “employee benefit plan” (within the meaning of Section 3(3) of ERISA and whether or not subject to ERISA), (ii) each employment or consulting agreement or arrangement, and (iii) each termination, severance, change in control, separation, retention, stock option, restricted stock, restricted stock unit, profits interest unit, or compensatory equity or equity-based, outperformance, stock purchase, deferred compensation, bonus, incentive compensation, fringe benefit, health, medical, dental, vision, disability, accident, life insurance, welfare benefit, cafeteria, flex spending, vacation, paid time off, perquisite, retirement, pension, profit sharing, or savings or any other compensation or employee benefit plan, agreement, program, policy or other arrangement, in each case, whether written or unwritten.

“ business days ” has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company Benefit Plan ” means each Benefit Plan maintained, sponsored or contributed to by the Company or any of the Company Subsidiaries or under which the Company or any of the Company Subsidiaries has any obligation or liability, whether actual or contingent, direct or indirect, to provide compensation or benefits to or for the benefit of any of their respective current or former Service Providers, or the spouses, beneficiaries or other dependents thereof (other than any statutory plan, program or arrangement that is required under applicable Law, other than the Laws of the United States, and maintained by any Governmental Entity).

“ Company Bylaws ” means the bylaws of the Company, as amended.

“ Company Certificate ” means the charter of the Company.

“ Company Equity Plan s ” means the 2007 Equity Compensation Plan and the 2011 Equity Incentive Plan, in each case, as may be amended from time to time.

“ Company Governing Documents ” means the Company Bylaws and the Company Certificate.

“ Company IP ” means Owned Company IP and Licensed Company IP.

“ Company Material Adverse Effect ” means any Effect that, individually or in the aggregate, has had, or would reasonably be expected to have, (a) a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of the Company and the Company Subsidiaries, taken as a whole or (b) a material adverse effect on the ability of the Company or the Company Operating Partnership to consummate the Mergers; provided , however , that for the purposes of clause (a), no Effects resulting or arising from the following shall be deemed to constitute a Company Material Adverse Effect or shall be taken into account when determining whether a Company Material Adverse Effect has occurred or is reasonably likely to exist or occur: (i) any changes after the date hereof in general United

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States or global economic conditions to the extent that such Effects do not disproportionately have a greater adverse impact on the Company or the Company Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which the Company and its Subsidiaries operate generally, (ii) any changes after the date hereof to the industry or industries in which the Company and its Subsidiaries operate to the extent that such changes do not disproportionately have a greater adverse impact on the Company or the Company Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which the Company and its Subsidiaries operate generally, (iii) any changes after the date hereof in GAAP (or any interpretation thereof in accordance with the Financial Accounting Standards Board Statements of Financial Accounting Standards and Interpretations) to the extent that such changes do not disproportionately have a greater adverse impact on the Company or the Company Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which the Company and its Subsidiaries operate generally, (iv) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of any applicable Law of or by any Governmental Entity after the date hereof to the extent that such adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal does not disproportionately have a greater adverse impact on the Company or the Company Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which the Company and its Subsidiaries operate generally, (v) any actions taken, or the failure to take any action, if such action or such failure to take action is at the written request or with the prior written consent of DLR or DLR OP, (vi) any Effect attributable to the negotiation, execution or announcement of this Agreement and the Transactions (including the Mergers), including any litigation arising therefrom ( provided , that this clause (vi) shall be disregarded for purposes of any representations and warranties set forth in Section  3.5 and, to the extent related thereto, Section 7.2(a) ), (vii) any failure by the Company to meet any internal or published projections, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be taken into account), (viii) any Effects after the date hereof arising out of changes in geopolitical conditions, acts of terrorism or sabotage, the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of this Agreement to the extent that such changes do not disproportionately have a greater adverse impact on the Company and the Company Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which the Company and its Subsidiaries operate generally and (ix) any reduction in the credit rating of the Company or the Company Subsidiaries, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such reduction that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be taken into account).

“ Company Operating Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of the Company Operating Partnership, dated as of October 24, 2007, as amended, modified or supplemented from time to time.

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“ Company Partnership Unit ” shall have meaning assigned to the term “Partnership Unit” in the Company Operating Partnership Agreement.

“ Company Related Parties ” means the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or agents.

“ Company Series C Preferred Partnership Unit ” means a “Series C Preferred Partnership Unit” as such term is defined in the Company Operating Partnership Agreement.

“ Company Stockholder Approval ” means the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Stockholder Meeting on the Mergers and the other Transactions.

“ Company Stockholder Meeting ” means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

“ Confidentiality Agreement ” means the Confidentiality Agreement, dated May 13, 2017 between DLR and the Company.

“ DLR Benefit Plan ” means each Benefit Plan maintained, sponsored or contributed to by DLR, DLR OP or any DLR Subsidiary or under which DLR, DLR OP or any DLR Subsidiary has any obligation or liability, whether actual or contingent, direct or indirect, to provide compensation or benefits to or for the benefit of any of their respective current or former Service Providers, or the spouses, beneficiaries or other dependents thereof (other than any statutory plan, program or arrangement that is required under applicable Law, other than the Laws of the United States, and maintained by any Governmental Entity).

“ DLR OP Common Unit ” shall mean a “Common Unit” as such term is defined in the Post-Effective Amended and Restated Partnership Agreement.

“DLR Equity Plan” means the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan and the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan, in each case, as may be amended from time to time.

“ DLR Financial Advisors ” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc.

“ DLR General Partner Interest ” shall have the meaning assigned to the term “General Partner Interest” in the DLR OP Partnership Agreement.

“DLR Governing Documents ” means (i) the charter of DLR, as in effect on the date hereof and (ii) the bylaws of DLR, as in effect on the date hereof.

“ DLR Lease ” means each lease or sublease or license with respect to each of the applicable DLR Properties that is in effect as of the date hereof and to which DLR or any DLR Subsidiary is a party as lessor or sublessor or licensor, together with all amendments, modifications, renewals and extensions exercised related thereto.

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“DLR Material Adverse Effect” means any Effect that, individually or in the aggregate, has had, or would reasonably be expected to have, (a) a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of DLR and the DLR Subsidiaries, taken as a whole or (b) a material adverse effect on the ability of DLR or DLR OP to consummate the Mergers; provided , however , that for the purposes of clause (a) no Effects resulting or arising from the following shall be deemed to constitute a DLR Material Adverse Effect or shall be taken into account when determining whether a DLR Material Adverse Effect has occurred or is reasonably likely to exist or occur: (i) any changes after the date hereof in general United States or global economic conditions to the extent that such Effects do not disproportionately have a greater adverse impact on the DLR or the DLR Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which DLR and its Subsidiaries operate generally, (ii) any changes after the date hereof to the industry or industries in which DLR and its Subsidiaries operate to the extent that such changes do not disproportionately have a greater adverse impact on DLR or the DLR Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which DLR and its Subsidiaries operate generally, (iii) any changes after the date hereof in GAAP (or any interpretation thereof in accordance with the Financial Accounting Standards Board Statements of Financial Accounting Standards and Interpretations) to the extent that such changes do not disproportionately have a greater adverse impact on DLR or the DLR Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which DLR and its Subsidiaries operate generally, (iv) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of any applicable Law of or by any Governmental Entity after the date hereof to the extent that such adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal does not disproportionately have a greater adverse impact on DLR or the DLR Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which DLR and its Subsidiaries operate generally, (v) any actions taken, or the failure to take any action, if such action or such failure to take action is at the written request or with the prior written consent of the Company, (vi) any Effect attributable to the negotiation, execution or announcement of this Agreement and the Transactions (including the Mergers), including any litigation arising therefrom ( provided , that this clause (vi) shall be disregarded for purposes of any representations and warranties set forth in Section  4.5 and, to the extent related thereto, Section 7.3(a) ), (vii) any failure by the DLR to meet any internal or published projections, estimates or expectations of DLR’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the DLR to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “DLR Material Adverse Effect” may be taken into account), (viii) any Effects after the date hereof arising out of changes in geopolitical conditions, acts of terrorism or sabotage, the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of this Agreement to the extent that such changes do not disproportionately have a greater adverse impact on the DLR and the DLR Subsidiaries, taken as a whole, relative to other similarly situated participants in the

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industries in which DLR and its Subsidiaries operate generally and (ix) any reduction in the credit rating of the DLR or the DLR Subsidiaries, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such reduction that are not otherwise excluded from the definition of a “DLR Material Adverse Effect” may be taken into account).

“ DLR OP Partnership Agreement ” shall mean the Fourteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P., dated as of October 13, 2015, as may be amended from time to time.

“ DLR Partnership Unit ” shall have the meaning assigned to the term “Partnership Unit” in the DLR OP Partnership Agreement.

“ DLR Properties ” means all real property owned, leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by DLR or any DLR Subsidiary as of the date hereof, together with all right, title and interest of DLR and any DLR Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances to such real property.

“ DLR Related Parties ” means DLR, DLR OP and each of their respective Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or agents.

“ DLR OP Series C Preferred Partnership Unit ” shall mean a “Series C Preferred Partnership Unit” as such term is defined in the Post-Effective Amended and Restated Partnership Agreement.

“ DLR Stockholder Approval ” means the affirmative vote of not less than a majority of the votes cast by the holders of DLR Common Stock at the DLR Stockholder Meeting to approve the issuance of DLR Common Stock in connection with the Mergers.

“ DLR Stockholder Meeting ” means the meeting of the holders of shares of DLR Common Stock for the purpose of seeking the DLR Stockholder Approval, including any postponement or adjournment thereof.

“ Effect ” means any change, effect, development, circumstance, condition, state of facts, event or occurrence.

“ Environmental Law ” means any and all applicable Laws which (i) regulate or relate to the protection or clean-up of the environment; the use, treatment, storage, transportation, handling, disposal or release of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; or the health and safety of persons or property, including protection of the health and safety of employees, but solely as they relate to exposure to Hazardous Substances; or (ii) impose liability or responsibility with respect to any of the foregoing, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), or any other Law of similar effect.

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“ Environmental Permits ” means any permit, license, authorization, consent, registration, exemption or other approval required under applicable Environmental Laws.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” means with respect to any Person, any trade or business (whether or not incorporated) that, together with such Person, is or at the relevant time was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or under common control under Section 4001(b)(1) of ERISA.

“ Expenses ” means all reasonable out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party and its affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing and filing of the Form S-4, the preparation, printing, filing and mailing of the Joint Proxy Statement, the preparation, printing and mailing of the Election Solicitation Statement, the solicitation of stockholder and partner approvals, any filings with the SEC and all other matters related to the closing of the Mergers and the other Transactions.

“ Hazardous Substances ” means any pollutant, chemical, or substance, any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or any hazardous substance, material or waste, whether solid, liquid or gas, in each case, that is subject to regulation, control or remediation under any Environmental Laws, including any quantity of asbestos, urea formaldehyde, polychlorinated biphenyls (PCBs), radon gas, and petroleum products or by-products.

“ Indebtedness ” means with respect to any Person, (i) all indebtedness, notes payable, accrued interest payable or other obligations for borrowed money, whether secured or unsecured, (ii) all obligations under conditional sale or other title retention agreements, or incurred as financing, in either case with respect to property acquired by such Person, (iii) all obligations issued, undertaken or assumed as the deferred purchase price for any property or assets, (iv) all obligations under capital leases, (v) all obligations in respect of bankers acceptances or letters of credit, (vi) all obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions, and (vii) any guarantee (other than customary non-recourse carve-out or “badboy” guarantees) of any of the foregoing, whether or not evidenced by a note, mortgage, bond, indenture or similar instrument.

“Infrastructure Agreements” means each infrastructure agreement, conduit lease (and associated easements), dark fiber lease (and associated easements), pathway agreements, utility, HVAC, colocation agreement, concession agreement, services agreements, service orders, or similar agreement affecting the ability to use telecommunications equipment or services at the Company Property to which the Company or any Company Subsidiary is a party, and all amendments, modifications, extensions or supplements thereto; provided , however , that “Infrastructure Agreements” shall not include any Company Leases or Company Property Leases.

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“ Intellectual Property Rights ” means all rights in or to all U.S. or foreign: (i) inventions (whether or not patentable), patents and patent applications and any other governmental grant for the protection of inventions or industrial designs (including any divisions, continuations, continuations-in-part, reissues, reexaminations, interferences and renewals and extensions thereof), (ii) trademarks, service marks, trade dress, logos, taglines, brand names, trade names and corporate names, whether registered or unregistered, and the goodwill associated therewith, together with any registrations and applications for registration thereof, (iii) copyrights, whether registered or unregistered, and any registrations and applications for registration thereof, (iv) trade secrets and confidential information, including know-how, concepts, methods, processes, designs, network configurations and architectures, schematics, drawings, formulae, technical data, specifications, research and development information, technology, business plans and other proprietary information and rights, (v) software (in any form, including source code and executable or object code), (vi) rights in databases and data collections (including knowledge databases, customer lists and customer databases), and (vii) domain name registrations.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended.

“ IRS ” means the United States Internal Revenue Service.

“ knowledge ” will be deemed to be, as the case may be, the actual knowledge, as of the date hereof, of (i) the Persons listed on Section  9.5 of the DLR Disclosure Letter, with respect to DLR or DLR OP, or (ii) the persons listed on Section 9.5(i) of the Company Disclosure Letter, with respect to the Company or the Company Operating Partnership.

“ Law ” means any statute, code, common law, rule, regulation, order, ordinance, judgment or decree or other pronouncement of any Governmental Entity having the effect of law, including Anti-Corruption Laws.

“ Licensed Company IP ” means all Intellectual Property Rights that are licensed to the Company or any Company Subsidiary by third parties.

“ Lien ” means any lien, pledge, hypothecation, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal or first offer, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“ LTIP Unit ” shall mean a limited partnership interest structured as a profits interest in DLR OP.

“ Material Company Lease ” means any Company Lease with aggregate annual rent payments to the Company or any Company Subsidiary in excess of $10,000,000.

“New Tax Protection Agreement” means the New Tax Protection Agreement, which would replace the 2007 Tax Protection Agreement with respect to the parties who execute the New Tax Protection Agreement effective as of the Closing Date, with terms substantially as set forth in the Terms of New Tax Protection Agreement attached hereto as Exhibit A .

“ NYSE ” means the New York Stock Exchange.

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“ Operating Company Property ” means each Company Property that is not a Development Property.

“ Order ” means any order, judgment, writ, stipulation, settlement, award, injunction, decree, consent decree, decision, ruling, subpoena, verdict or arbitration award entered, issued, made or rendered by any arbitrator or Governmental Entity of competent jurisdiction.

“ Outside Date ” means November 15, 2017.

“ Owned Company IP ” means all Intellectual Property Rights that are owned or purported to be owned by the Company or any Company Subsidiary.

“ Permitted Liens ” means (i) Liens securing any Indebtedness set forth in Section 3.14(a)(iv) of the Company Disclosure Letter, (ii) Liens that result from any statute or other Liens for Taxes or assessments that are not delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Financial Statements (if such reserves are required pursuant to GAAP), (iii) Liens arising under any Company Material Contracts or other service contracts, management agreements, leasing commission agreements, or other agreements or obligations set forth in Section  9.5(ii) of the Company Disclosure Letter, (iv) any Company Leases, (v) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over any Company Property which do not materially and adversely impair the current use of the underlying asset, (vi) Liens that are disclosed on the existing Company Title Insurance Policies made available by or on behalf of the Company or any Company Subsidiary to DLR prior to the date hereof and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable landlord, (vii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Financial Statements (if such reserves are required pursuant to GAAP), and (vii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the value of the applicable Company Property or the continued use and operation of the applicable Company Property as currently used and operated.

“ Person ” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization.

“ Protected Partner ” means a Protected Partner as such term is defined in the 2007 Tax Protection Agreement who currently is a guarantor of the Quill Loan Agreement.

“ Quill Loan Agreement ” means that certain Credit Agreement, dated as of March 27, 2013, by and among Quill Equity LLC, DuPont Fabros Technology, L.P., the lenders from time to time party thereto and KeyBank National Association, as agent, as amended, restated, supplemented or otherwise modified prior to the Closing Date.

“ REIT Merger Sub Common Stock ” shall mean the common stock of REIT Merger Sub, par value $0.01 per share.

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“ REIT Merger Sub Governing Documents ” shall mean the articles of organization and limited liability company agreement of REIT Merger Sub as in effect on the date hereof.

“ Representatives ” means, when used with respect to DLR, REIT Merger Sub, DLR OP, Merger Sub GP, OP Merger Sub, the Company or the Company Operating Partnership, the directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers, and other agents, advisors and representatives of DLR, REIT Merger Sub, DLR OP, Merger Sub GP, OP Merger Sub the Company or the Company Operating Partnership, as applicable, and its Subsidiaries.

“ Service Provider ” means any officer, employee, consultant, manager or director.

“Significant Subsidiary” means any Subsidiary of the Company, the Company Operating Partnership or DLR, as applicable, that is material or constitutes a “significant subsidiary” of the Company, the Company Operating Partnership or DLR, as applicable, within the meaning of Rule 1-02 of Regulation S-X promulgated under the Securities Act.

“ Subsidiary ” or “ Subsidiaries ” means with respect to any Person, any corporation, limited liability company, partnership or other organization, whether incorporated or unincorporated, of which (i) at least a majority of the outstanding shares of capital stock of, or other equity interests, having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries or (ii) with respect to a partnership, such Person or any other Subsidiary of such Person is a general partner of such partnership.

“ Tax ” or “ T axes ” means any and all taxes, levies, duties, tariffs, imposts and other similar charges and fees (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto, whether disputed or not) imposed by any Governmental Entity or domestic or foreign taxing authority, including income, franchise, windfall or other profits, gross receipts, premiums, property, sales, use, net worth, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, excise, withholding, ad valorem, stamp, transfer, value-added, gains tax and license, registration and documentation fees, severance, occupation, environmental, customs duties, disability, real property, personal property, registration, alternative or add-on minimum, or estimated tax.

“ Tax Return ” means any report, return, certificate, claim for refund, election, estimated tax filing or declaration required to be filed with any Governmental Entity or domestic or foreign taxing authority with respect to Taxes, including any schedule or attachment thereto, and including any amendments thereof.

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“ VWAP of DLR Common Stock ” means the volume weighted average price of DLR Common Stock for the ten (10) trading days immediately prior to the Closing.

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“ Willful Breach ” means a deliberate act or a deliberate failure to act, which act or failure to act constitutes in and of itself a material breach of this Agreement, and such action or failure to take action was undertaken with actual knowledge that the taking of such action or the failure to act would reasonably be expected to cause a material breach of this Agreement.

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Section 9.7 Interpretation . When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” As used in this Agreement, the term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any

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term or provision hereof. When reference is made herein to a Person, such reference shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. All references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Section 9.8 Counterparts . This Agreement may be executed manually, electronically by email or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same agreement and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Parties.

Section 9.9 Entire Agreement; Third- Party Beneficiaries .

(a) This Agreement (including the Company Disclosure Letter and the DLR Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended so that until the termination of this Agreement in accordance with Section  8.1 hereof, DLR and DLR OP shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.

(b) Except (i) as provided in Section  6.4 , (ii) the right of the Company, on behalf of its stockholders, to pursue damages (including claims for damages based on loss of the economic benefits of the Transactions to the Company’s stockholders), and (iii) the right of the former holders of Company Common Stock to receive, from and after the Company Merger Effective Time, the applicable Merger Consideration in accordance with Section  2.2 , neither this Agreement (including the Company Disclosure Letter and the DLR Disclosure Letter) nor the Confidentiality Agreement are intended to confer upon any Person other than the Parties any rights or remedies hereunder. Notwithstanding the foregoing, the third party financing sources (and their respective Representatives) shall be express third party beneficiaries with respect to Sections 8.2 , 9.11 and 9.12 .

Section 9.10 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Mergers is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, 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 to the end that the Mergers are fulfilled to the extent possible.

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Section 9.11 Governing Law ; Jurisdiction .

(a) This Agreement, and all claims or causes of actions (whether at Law, in contract or in tort) that may be based upon, arise out of or related to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the Laws of the State of Maryland without giving effect to conflicts of laws principles (whether of the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland); provided , however , that without limitation of the provisions of Section  9.11 hereof, any and all claims against any third party financing source in connection with this Agreement, any commitment letters entered into with such third party financing source or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, shall be governed in accordance with the law of the State of New York.

(b) All Legal Proceedings and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Maryland state or federal court. Each of the Parties hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any Maryland state or federal court, for the purpose of any Legal Proceeding arising out of or relating to this Agreement and the Transactions brought by any Party, (b) agrees not to commence any such action or proceeding except in such courts, (c) agrees that any claim in respect of any such action or proceeding may be heard and determined in any Maryland state or federal court, (d) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding, and (e) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to service of process in the manner provided for notices in Section  9.4 . Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

(c) Notwithstanding anything in this Agreement to the contrary, each Party hereby irrevocably and unconditionally agrees that it will not bring or support any Legal Proceeding of any kind or description (whether at Law, in contract or in tort) against any debt financing source in any way relating to this Agreement, including any dispute arising out of or relating in any way to any debt commitment letter, third party debt financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the Borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of Section 9.12 relating to the waiver of jury trial shall apply to any such Legal Proceeding.

Section 9.12 Waiver of Jury Trial . EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGERS AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY

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OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION  9.12 .

Section 9.13 Assignment . This Agreement shall not be assigned by any of the Parties (whether by operation of Law or otherwise) without the prior written consent of the other Parties, except that DLR and DLR OP may assign, in their sole discretion and without the consent of any other Party, any or all of their rights, interests and obligations hereunder to any of their lenders or other financing sources from time to time as collateral security. Subject to the preceding sentence, but without relieving any Party of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

Section 9.14 Enforcement; Remedies .

(a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

(b) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is agreed that prior to the termination of this Agreement pursuant to Article VIII , the non-breaching Party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by any other Party and to specifically enforce the terms and provisions of this Agreement.

(c) The Parties’ right of specific enforcement is an integral part of the Transactions and each Party hereby waives any objections to the grant of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement by any other Party (including any objection on the basis that there is an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity), and each Party shall be entitled to an injunction or injunctions and to specifically enforce the terms and provisions of this Agreement to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement all in accordance with the terms of this Section  9.14 . In the event any Party seeks an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, such Party shall not be required to provide any bond or other security in connection with such order or injunction all in accordance with the terms of this Section  9.14 .

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, DLR, REIT Merger Sub, DLR OP, Merger Sub GP, OP Merger Sub, the Company and the Company Operating Partnership have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

[Signature Page to Agreement and Plan of Merger]

[Signature Page to Agreement and Plan of Merger]

[Signature Page to Agreement and Plan of Merger]

Schedule A

Parties Agreeing to Enter into New Tax Protection Agreement

Exhibit A

Terms of New Tax Protection Agreement

The following is a summary of (i) the process for addressing the parties’ obligations under the 2007 Tax Protection Agreement and (ii) the terms to be included in the New Tax Protection Agreement, which will replace the 2007 Tax Protection Agreement with respect to the parties entering into the New Tax Protection Agreement. The Limited Partners of the Company Operating Partnership agreeing to such amendment at signing are referred to as “Protected Partners” below.

1. Quill Loan and/or New Loan:

2. Allocation of Liabilities and Guarantee Opportunity:

3. Remedies for Breach: In the event of a breach of the New Tax Protection Agreement, the damages will generally be calculated in the manner set forth in the 2007 Tax Protection Agreement.

4. 704(c) method: [Penguins] agrees to use the “traditional method” under Section 704(c), consistent with Section 5.1 of the 2007 Tax Protection Agreement.

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5. Allocations of Liabilities (Article 6).

6. Tax Proceedings: [Penguins] and each of the Protected Partners, as applicable, will provide notice to the Protected Partners or [Penguins], as applicable, regarding tax proceedings related to the guarantees, allocations or other matters addressed in the New Tax Protection Agreement. [Penguins] will agree to provide ongoing tax reporting information. [Penguins] will control tax proceedings.

7. Successors: The New Tax Protection Agreement will include provisions substantially similar to those in the 2007 Tax Protection Agreement.

8. No Further Obligations: The New Tax Protection Agreement will include a provision to the effect that the Protected Partners agree that, with respect to the Protected Partners, the New Tax Protection Agreement supersedes the existing agreement in its entirety and terminates the 2007 Tax Protection Agreement, and all prior breaches of the 2007 Tax Protection Agreement with respect to the Protected Partners, if any, are released effective as of the effective date of the New Tax Protection Agreement. It will further provide that, provided [Penguins] has complied with the terms of the New Tax Protection Agreement, [Penguins] will have no obligation to pay any damages in the event the Internal Revenue Service or any other tax authority challenges the allocation of liabilities to the Protected Partners. All obligations of [Penguins] under the New Tax Protection Agreement will terminate on the End Date.

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9. Misc.: Deletion of several provisions of the 2007 Tax Protection Agreement, including Article 2 (sale protection), Section 3.9 (regarding additional guarantee and DRO opportunities), Section 7.2 (control of tax proceedings), among others and related definitions.

10. Process for Offering Other Limited Partners the Opportunity to Enter into the New Tax Protection Agreement and/or Enter Into Vertical Slice Guarantees.

4

DIGITAL REALTY TRUST, INC.

ARTICLES SUPPLEMENTARY

8,050,000 SHARES OF

6.625% SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK

[•], 2017

Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “ SDAT ”) that:

FIRST : Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board ”) by Article V of the Articles of Amendment and Restatement of the Company (as amended and supplemented to date and as may be amended and supplemented from time to time, the “ Charter ”) and Section 2-105 of the Maryland General Corporation Law, the Board, by resolutions duly adopted on [•], 2017, has classified and designated 6,250,000 authorized but unissued shares of preferred stock of the Company, par value $0.01 per share (“ Preferred Stock ”), and reclassified and designated 1,050,000 authorized but unissued shares of 4.375% Series C Cumulative Convertible Preferred Stock, par value $0.01 per share, and 750,000 authorized but unissued shares of 6.625% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company as a separate class of Preferred Stock to be known as the “6.625% Series C Cumulative Redeemable Perpetual Preferred Stock,” set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of such 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, and authorized the issuance of up to 8,050,000 shares of 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock.

SECOND : The designation, number of shares, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of the separate class of Preferred Stock of the Company designated as the 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock are as follows, which upon any restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes to the enumeration or lettering of Sections or subsections thereof:

Section 1. Designation and Number . A series of preferred stock, designated as the “6.625% Series C Cumulative Redeemable Preferred Stock” (the “ Series C Preferred Stock ”), is hereby established. The par value of the Series C Preferred Stock is $0.01 per share. The number of shares of the Series C Preferred Stock shall be 8,050,000.

Section 2. Ranking . The Series C Preferred Stock will, with respect to rights to receive dividends and to participate in distributions or payments upon liquidation, dissolution or winding up of the Company, rank (a) senior to the Common Stock (as defined in the Charter) and any other capital stock of the Company, now or hereafter issued and outstanding, the terms of which provide that such capital stock ranks, as to dividends and upon liquidation, dissolution or winding up of the Company, junior to such Series C Preferred Stock (“ Junior Shares ”); (b) on a parity with the Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the Series I Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company, and any other capital stock of the Company, now or hereafter issued and outstanding, other than the capital stock referred to in clauses (a) and (c) (“ Parity Shares ”); and (c) junior to all capital stock of the Company the terms of which specifically provide that such capital stock ranks senior to the Series C Preferred Stock.

Section 3. Dividends .

(a) Holders of the then outstanding shares of Series C Preferred Stock shall be entitled to receive, when, as and if authorized by the Board and declared by the Company, out of funds legally available for payment of dividends, cumulative cash dividends at the rate of 6.625% per annum of the $25 liquidation preference of each share of Series C Preferred Stock (equivalent to $1.65625 per annum per share).

(b) Dividends on each outstanding share of Series C Preferred Stock shall accrue and be cumulative from and including the first date on which any shares of Series C Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on each Dividend Payment Date (as defined below), commencing [•], 2017, provided, however, that if any Dividend Payment Date is not a Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid, at the Company’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on the Series C Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Company at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share of Series C Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series C Preferred Stock that is outstanding on such date. “ Dividend Record Date ” shall mean the date designated by the Board for the payment of dividends that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “ Dividend Payment Date ” shall mean the last calendar day of each March, June, September and December, commencing on [•], 2017. “ Dividend Period ” shall mean the respective periods commencing on and including the first day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include [•], 2017, and other than the Dividend Period during which any shares of Series C Preferred Stock shall be redeemed pursuant to Section 5 hereof, which shall end on and include the day preceding the redemption date with respect to the shares of Series C Preferred Stock being redeemed).

(c) No dividends on the Series C Preferred Stock shall be authorized and declared by the Board or paid or set apart for payment by the Company at such time as the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(d) So long as any shares of Series C Preferred Stock are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full cumulative dividends have been declared and paid or are contemporaneously declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series C Preferred Stock for all prior dividend periods. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon the Series C Preferred Stock and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series C Preferred Stock and such Parity Shares.

(e) So long as any shares of Series C Preferred Stock are outstanding, no dividends (other than dividends or distributions paid solely in Junior Shares of, or in options, warrants or rights to subscribe for or purchase, Junior Shares) shall be authorized and declared or paid or set apart for payment or other distribution authorized and declared or made upon Junior Shares, nor shall any Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary, or a conversion into or exchange for Junior Shares or redemptions for the purpose of preserving the Company’s qualification as a REIT (as defined in Section 9(a) hereof)), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such shares) by the Company, directly or indirectly (except by conversion into or exchange for Junior Shares), unless in each case full cumulative dividends on all outstanding shares of Series C Preferred Stock and any Parity Shares at the time such dividends are payable shall have been paid or set apart for payment for all past dividend periods with respect to the Series C Preferred Stock and all past dividend periods with respect to such Parity Shares.

(f) Any dividend payment made on the Series C Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

(g) Except as provided herein, the Series C Preferred Stock shall not be entitled to participate in the earnings or assets of the Company.

(h) As used herein, the term “ Business Day ” shall mean any day, other than a Saturday or a Sunday, which is not a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

(i) As used herein, the term “ dividend ” does not include dividends payable solely in shares of Junior Shares on Junior Shares, or in options, warrants or rights to holders of Junior Shares to subscribe for or purchase any Junior Shares.

Section 4. Liquidation Preference .

(a) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Company shall be made to or set apart for the holders of Junior Shares, the holders of the Series C Preferred Stock shall be entitled to receive $25 per share (the “Liquidation Preference”) plus an amount per share equal to all dividends (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series C Preferred Stock shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of the Series C Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series C Preferred Stock and any such other Parity Shares ratably in accordance with the respective amounts that would be payable on such Series C Preferred Stock and any such other Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Section 4, none of (i) a consolidation or merger of the Company with one or more entities, (ii) a statutory stock exchange or (iii) a sale or transfer of all or substantially all of the Company’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Company.

(b) Subject to the rights of the holders of Parity Shares, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the Series C Preferred Stock, as provided in this Section 4, any series or class or classes of Junior Shares shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Stock shall not be entitled to share therein.

Section 5. Optional Redemption .

(a) Except as otherwise permitted by the Charter and paragraph (b) below, or to preserve the status of the Company as a REIT (as defined in Section 9(a) hereof) for United States federal income tax purposes, the Series C Preferred Stock shall not be redeemable by the Company prior to May 15, 2021. On and after May 15, 2021, the Company, at its option, upon giving notice as provided below, may redeem the Series C Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends on the Series C Preferred Stock (whether or not declared), to, but not including, the redemption date (the “ Regular Redemption Right ”).

(b) Upon a Change of Control (as defined below), the Company will have the option, upon giving notice as provided below, to redeem the Series C Preferred Stock, in whole, at any time, or in part, from time to time, within 120 days after the first date on which such Change of Control has occurred (the “ Special Redemption Right ”), for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends on the Series C Preferred Stock (whether or not declared), to, but not including, the redemption date (the “ Special Redemption Price ”). If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of redemption with respect to the Series C Preferred Stock (whether pursuant to the Regular Redemption Right or the Special Optional Redemption Right), the holders of shares of Series C Preferred Stock will not have the conversion right described below in Section 9. If the Company provides the notice described in Section 9(c) below of a holder’s right to exercise the Change of Control Conversion Right, the Company may no longer exercise its Special Redemption Right until the time period during which holders of Series C Preferred Stock may exercise their Change of Control Conversion Right has expired.

A “ Change of Control ” shall be deemed to have occurred at such time after the original issuance of the Series C Preferred Stock when each of the following has occurred:

(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Company entitling that person to exercise more than 50% of the total voting power of all shares of the Company entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

(ii) following the closing of any transaction referred to in clause (i) above, neither the Company nor the acquiring or surviving entity has a class of common securities listed on the New York Stock Exchange (the “ NYSE ”), the NYSE MKT LLC (“ NYSE MKT ”), or the NASDAQ Stock Market (“ NASDAQ ”), or listed on an exchange that is a successor to the NYSE, NYSE MKT or NASDAQ.

(c) The following provisions set forth the procedures for redemption pursuant to the Regular Redemption Right:

(i) A notice of redemption (which may be contingent upon the occurrence of a future event) shall be mailed, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the holders of record of the Series C Preferred Stock at their addresses as they appear on the Company’s stock transfer records. A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of any shares of the Series C Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series C Preferred Stock may be listed or admitted to trading, each notice shall state: (A) the redemption date; (B) the redemption price; (C) the number of shares of Series C Preferred Stock to be redeemed and, if fewer than all the shares of Series C Preferred Stock held by such holder are to be redeemed, the number of such shares of Series C Preferred Stock to be redeemed from such holder; (D) the place or places where the certificates, if any, evidencing the shares of Series C Preferred Stock are to be surrendered for payment of the redemption price; and (E) that dividends on the shares to be redeemed will cease to accrue on such redemption date except as otherwise provided herein.

(ii) At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid dividends to the redemption date) of the Series C Preferred Stock so called for redemption in trust for the holders thereof with a bank or trust company, in which case the redemption notice to holders of the Series C Preferred Stock to be redeemed shall (A) state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require such holders to surrender the certificates evidencing such shares at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid dividends to the redemption date). Subject to applicable escheat laws, any monies so deposited which remain unclaimed by the holders of the Series C Preferred Stock at the end of two years after the redemption date shall be returned by such bank or trust company to the Company.

(iii) If fewer than all the outstanding shares of the Series C Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata (as nearly as practicable without creating fractional shares).

(iv) Upon any redemption of Series C Preferred Stock, the Company shall pay any accumulated and unpaid dividends in arrears for any dividend period ending on or prior to the redemption date. If a redemption date falls after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Dividend Payment Date, then each holder of the Series C Preferred Stock at the close of business on such record date shall be entitled to the dividend payable on such Series C Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of such Series C Preferred Stock before such Dividend Payment Date. Except as provided in this Section 5(c)(iv), the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any shares of Series C Preferred Stock called for redemption.

(v) If full cumulative dividends on the Series C Preferred Stock and any other series or class or classes of Parity Shares have not been paid or declared and set apart for payment, except for redemptions for the purpose of preserving the Company’s qualification as a REIT (as defined in the Section 9(a) hereof) or as otherwise permitted under the Charter, the Company may not purchase, redeem or otherwise acquire shares of the Series C Preferred Stock or any Parity Shares other than in exchange for Junior Shares.

(vi) On and after the date fixed for redemption, provided that the Company has made available at the office of the registrar and transfer agent a sufficient amount of cash to effect the redemption, dividends will cease to accumulate on the shares of Series C Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related Series C Dividend Payment Date, holders of Series C Preferred Stock on the applicable record date will be entitled on such Series C Dividend Payment Date to receive the dividend payable on such shares on the corresponding Series C Dividend Payment Date), such shares shall no longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series C Preferred Stock shall cease except the right to receive the cash payable upon such redemption, without interest from the date of such redemption.

(d) The following provisions set forth the procedures for redemption pursuant to the Special Redemption Right:

(i) A notice of redemption shall be mailed, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the holders of record of the Series C Preferred Stock at their addresses as they appear on the Company’s stock transfer records. A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of any shares of Series C Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series C Preferred Stock may be listed or admitted to trading, each notice shall state: (A) the redemption date; (B) the redemption price; (C) the number of shares of Series C Preferred Stock to be redeemed; (D) the place or places where the certificates, if any, evidencing the shares of Series C Preferred Stock are to be surrendered for payment of the redemption price; and (E) that dividends on the shares to be redeemed will cease to accrue on such redemption date except as otherwise provided herein.

(ii) At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid dividends to the redemption date) of the Series C Preferred Stock so called for redemption in trust for the holders thereof with a bank or trust company, in which case the redemption notice to holders of the Series C Preferred Stock to be redeemed shall (A) state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require such holders to surrender the certificates evidencing such shares at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid dividends to the redemption date). Subject to applicable escheat laws, any monies so deposited which remain unclaimed by the holders of the Series C Preferred Stock at the end of two years after the redemption date shall be returned by such bank or trust company to the Company.

(iii) Upon the redemption of Series C Preferred Stock, the Company shall pay any accumulated and unpaid dividends in arrears for any dividend period ending on or prior to the redemption date. If the redemption date falls after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Dividend Payment Date, then each holder of the Series C Preferred Stock at the close of business on such record date shall be entitled to the dividend payable on such Series C Preferred Stock on the corresponding Series C Dividend Payment Date notwithstanding the redemption of such Series C Preferred Stock before such Series C Dividend Payment Date. Except as provided in Section 5(c)(iv), the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any shares of Series C Preferred Stock called for redemption.

(iv) If full cumulative dividends on the Series C Preferred Stock and any other series or class or classes of Parity Shares have not been paid or declared and set apart for payment, except for redemptions for the purpose of preserving the Company’s qualification as a REIT (as defined in the Charter) or as otherwise permitted under the Charter, the Company may not purchase, redeem or otherwise acquire shares of the Series C Preferred Stock or any Parity Shares other than in exchange for Junior Shares.

(v) On and after the date fixed for redemption, provided that the Company has made available at the office of the registrar and transfer agent a sufficient amount of cash to effect the redemption, dividends will cease to accumulate on the shares of Series C Preferred Stock called for redemption (except that, in the case of a

redemption date after a dividend payment record date and prior to the related Series C Dividend Payment Date, holders of Series C Preferred Stock on the applicable record date will be entitled on such Series C Dividend Payment Date to receive the dividend payable on such shares on the corresponding Series C Dividend Payment Date), such shares shall no longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series C Preferred Stock shall cease except the right to receive the cash payable upon such redemption, without interest from the date of such redemption.

(e) Any shares of Series C Preferred Stock that shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued Preferred Stock, without designation as to series or class.

Section 6. Voting Rights . Holders of the Series C Preferred Stock shall not have any voting rights, except as set forth in this Section 6.

(a) Whenever dividends on any shares of Series C Preferred Stock shall be in arrears for six or more consecutive or non-consecutive quarterly periods (a “ Preferred Dividend Default ”), the holders of such Series C Preferred Stock (voting separately as a class together with holders of all other Parity Shares (the “ Voting Preferred Shares ”), shall be entitled to vote for the election of a total of two additional directors of the Company (the “ Preferred Directors ”) until all dividends accumulated on such Series C Preferred Stock and Parity Shares for the past Dividend Periods shall have been fully paid. In such case, the entire Board will be increased by two directors. The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director will serve until his or her successor is duly elected and qualifies or until such Preferred Director’s right to hold the office terminates, whichever occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either a special meeting called in accordance with Section 6(b) below if the request is received more than 90 days before the date fixed for the Company’s next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series C Preferred Stock and each such class or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series C Preferred Stock shall be considered timely made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be any prior quarterly Dividend Periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.

(b) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written request of holders of record of at least 10% of the outstanding shares of Series C Preferred Stock and Parity Shares, a special meeting of the holders of Series C Preferred Stock and each class or series of Parity Shares by mailing or causing to be mailed to such holders a notice of such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining holders of the Series C Preferred Stock and Parity Shares entitled to notice of and to vote at such special meeting will be the close of business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders of the Series C Preferred Stock and Parity Shares, by plurality vote, voting together as a single class without regard to class or series will be entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series C Preferred Stock and Parity Shares are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders of one-third of the Series C Preferred Stock and Parity Shares voting as a single class then outstanding, present in person or by proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which holders of the Series C Preferred Stock and the Parity Shares shall be entitled to vote will be given to such holders at their addresses as they appear in the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any applicable law, a majority of the holders of the Series C Preferred Stock and Parity Shares voting as a single class present in person or by proxy shall have the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such termination to holders of the Series C Preferred Stock and the Parity Shares that would have been entitled to vote at such special meeting.

(c) If and when all accumulated dividends on such Series C Preferred Stock and all classes or series of Parity Shares for the past Dividend Periods shall have been fully paid, the right of the holders of Series C Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire Board shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series C Preferred Stock and the Parity Shares entitled to vote thereon when they have the voting rights set forth in Section 6(a) hereof (voting as a single class). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding Series C Preferred Stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be entitled to one vote on any matter.

(d) So long as any shares of Series C Preferred Stock are outstanding, the approval of two-thirds of the votes entitled to be cast by the holders of outstanding Series C Preferred Stock, voting separately as a class, either at a meeting of stockholders or by written consent, is required (i) to amend, alter or repeal any provisions of the Charter (including these Articles Supplementary), whether by merger, consolidation or otherwise, to affect materially and adversely the voting powers, rights or preferences of the holders of the Series C Preferred Stock, unless in connection with any such amendment, alteration or repeal, the Series C Preferred Stock remains outstanding without the terms thereof being materially changed in any respect adverse to the holders thereof or is converted into or exchanged for preferred stock of the surviving entity having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof that are substantially similar to those of the Series C Preferred Stock, or (ii) to authorize, create, or increase the authorized amount of any class or series of capital stock having rights senior to the Series C Preferred Stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up (provided that if such amendment affects materially and adversely the rights, preferences, privileges or voting powers of one or more but not all of the other series of Voting Preferred Shares, the consent of the holders of at least two-thirds of the outstanding shares of each such series so affected is required). However, the Company may create additional classes of Parity Shares and Junior Shares, amend the Charter and these Articles Supplementary to increase the authorized number of shares of Parity Shares (including the Series C Preferred Stock) and Junior Shares and issue additional series of Parity Shares and Junior Shares without the consent of any holder of Series C Preferred Stock.

(3) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series C Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.

Section 7. Information Rights . During any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) and any shares of Series C Preferred Stock are outstanding, the Company will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series C Preferred Stock, as their names and addresses appear in the record books of the Company and without cost to such holders, copies of the annual reports and quarterly reports that the Company would have been required to file with the Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject thereto (other than any exhibits that would have been required) and (ii) promptly, upon request, supply copies of such reports to any prospective holder of Series C Preferred Stock. The Company will mail (or otherwise provide) the information to the holders of Series C Preferred Stock within 15 days after the respective dates by which a periodic report on Form 10-K or Form 10-Q, as the case may be, in respect of such information would have been required to be filed with the SEC if the Company were subject to Section 13 or 15(d) of the Exchange Act.

Section 8. Conversion Upon a Change of Control . The Series C Preferred Stock is not convertible into or exchangeable for any other property or securities of the Company, except as provided in this Section 8.

(a) Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock shall have the right, unless, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series C Preferred Stock pursuant to the Regular Redemption Right or Special Redemption Right, to convert some or all of the shares of Series C Preferred Stock held by such holder (the “ Change of Control Conversion Right ”) on the relevant Change of Control Conversion Date (as defined herein) into a number of shares of Common Stock per share of Series C Preferred Stock to be converted (the “ Common Stock Conversion Consideration ”) equal to the lesser of (i) the quotient obtained by dividing (A) the sum of (x) $25.00, plus (y) an amount equal to any accumulated and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (as defined herein) except if such Change of Control Conversion Date is after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Dividend Payment Date, in which case the amount pursuant to this clause (A)(y) shall equal $0.00 in respect of such dividend payment to be made on such Series C Dividend Payment Date, by (B) the Common Stock Price (such quotient, the “Conversion Rate”), and (ii) 0.6389035 (the “Share Cap”), subject to the immediately succeeding paragraph.

The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a “ Share Split ”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below)) issuable in connection with the exercise of the Change of Control Conversion Right shall not exceed 5,143,174 shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable) (the “ Exchange Cap ”). The Exchange Cap is subject to pro rata adjustments for any Share Splits with respect to Common Stock as follows: The adjusted Exchange Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product of (i) the Exchange Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.

In the case of a Change of Control as a result of which holders of Common Stock are entitled to receive consideration other than solely shares of Common Stock, including other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for shares of Common Stock (the “ Alternative Form  Consideration ”), a holder of Series C Preferred Stock shall be entitled thereafter to convert (unless, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series C Preferred Stock pursuant to the Regular Redemption Right or Special Redemption Right) such Series C Preferred Stock not into Common Stock but solely into the kind and amount of Alternative Form Consideration which the holder of Series C Preferred Stock would have owned or been entitled to receive upon such Change of Control as if such holder of Series C Preferred Stock then held the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “ Alternative Conversion Consideration ”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “ Conversion Consideration ”).

If the holders of Common Stock have the opportunity to elect the form of consideration to be received in such Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.

The “ Change of Control Conversion Date ” shall be a Business Day set forth in the notice of Change of Control provided in accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such notice pursuant to Section 8(c).

As used herein, “ Common Stock Price ” shall mean (i) if the consideration to be received in the Change of Control by holders of Common Stock is solely cash, the amount of cash consideration per share of Common Stock, (ii) if the consideration to be received in the Change of Control by holders of Common Stock is other than solely cash, the average of the closing price per share of Common Stock on the ten consecutive trading days immediately preceding, but not including, the effective date of such Change of Control, and (iii) if there is not a readily determinable closing price for the common stock, the fair market value of the Alternative Form Consideration received in the Change of Control per share of Common Stock as determined by the Board or a committee thereof.

(b) No fractional shares of Common Stock shall be issued upon the conversion of Series C Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.

(c) Unless the Company has exercised its Special Redemption Right in whole during the 15 day period following the occurrence of a Change of Control, within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series C Preferred Stock at their addresses as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the conversion of any share of Series C Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series C Preferred Stock may exercise their Change of Control Conversion Right, which shall be the Change of Control Conversion Date; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control Conversion Date, which shall be a Business Day occurring within 20 to 35 days following the date of the notice; (vi) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series C Preferred Stock; (vii) the name and address of the paying agent and the conversion agent; and (viii) the procedures that the holders of Series C Preferred Stock must follow to exercise the Change of Control Conversion Right.

(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice pursuant to Section 8(c) above to the holders of Series C Preferred Stock.

(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series C Preferred Stock shall be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) evidencing the shares of Series C Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date; (ii) the number of shares of Series C Preferred Stock to be converted; and (iii) that the shares of Series C Preferred Stock are to be converted pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series C Preferred Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“ DTC ”).

(f) Holders of Series C Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series C Preferred Stock; (ii) if certificated shares of Series C Preferred Stock have been issued, the certificate numbers of the withdrawn shares of Series C Preferred Stock; and (iii) the number of shares of Series C Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares of Series C Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable DTC procedures.

(g) Shares of Series C Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date.

(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change of Control Conversion Date.

(i) Notwithstanding anything to the contrary contained herein, no Series C Preferred Stock may be converted into shares of Common Stock to the extent that receipt of such shares of Common Stock would cause the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership Limit (as defined in Section 9(a) hereof), or such other limit as permitted by the Board or a committee thereof pursuant to Section 9(i) hereof.

Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit .

(a) Definitions . For the purposes of these Articles Supplementary, the following terms shall have the following meanings:

“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article VI of the Charter.

“ Beneficial Ownership ” shall mean ownership of Series C Preferred Stock by a Person who is or would be treated as an owner of such Series C Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “ Beneficial Owner ,” “ Beneficially Owns ” and “ Beneficially Owned ” shall have the correlative meanings.

“ Capital Stock ” has the meaning set forth in Article VI of the Charter.

“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)(vi) of these Articles Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any successor provisions thereof as may be adopted from time to time.

“ Constructive Ownership ” shall mean ownership of Series C Preferred Stock by a Person who is or would be treated as an owner of such Series C Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms “ Constructive Owner ,” “ Constructively Owns ” and “ Constructively Owned ” shall have the correlative meanings.

“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code shall be excluded from this definition.

“ IRS ” means the United States Internal Revenue Service.

“ Market Price ” shall mean the last reported sales price reported on the NYSE of the Series C Preferred Stock on the Trading Day immediately preceding the relevant date, or if the Series C Preferred Stock is not then traded on the NYSE, the last reported sales price of the Series C Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange or quotation system over which the Series C Preferred Stock may be traded, or if the Series C Preferred Stock is not then traded over any exchange or quotation system, the market price of the Series C Preferred Stock on the relevant date as determined in good faith by the Board of the Company.

“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Series C Preferred Stock of the Company. The number and value of shares of outstanding Series C Preferred Stock of the Company shall be determined by the Board in good faith, which determination shall be conclusive for all purposes hereof.

“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include an underwriter acting in a capacity as such in a public offering of shares of Series C Preferred Stock provided that the ownership of such shares of Series C Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of Section 856(h) of the Code, or otherwise result in the Company failing to qualify as a REIT.

“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Series C Preferred Stock for another Person who is the beneficial transferee or beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.

“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series C Preferred Stock if such Transfer had been valid under Section 9(b)(i) of these Articles Supplementary.

“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.

“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of the Company determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.

“ Trading Day ” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not quoted on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the principal other market on which the Common Stock is then traded or quoted.

“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series C Preferred Stock as well as any other event that causes any Person to Beneficially Own or Constructively Own Series C Preferred Stock, including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series C Preferred Stock or (ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series C Preferred Stock), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively (including but not limited to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of Series C Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.

“ Trust ” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.

“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record Transferee, that is appointed by the Company to serve as trustee of a Trust.

(b) Restriction on Ownership and Transfers .

(i) Prior to the Restriction Termination Date, but subject to Section 9(l):

(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of Series C Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series C Preferred Stock that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person Beneficially Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;

(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares of Series C Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series C Preferred Stock that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such Person Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;

(C) no Person shall Beneficially Own or Constructively Own Series C Preferred Stock which, taking into account any other Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Company (either directly or indirectly through one or more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person Beneficially or Constructively Owning Series C Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then that number of shares of Series C Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or Constructively Owning Series C Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that number of shares of Series C Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio , and the Purported Beneficial Transferee shall have no rights in such shares.

(iii) Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series C Preferred Stock that, if effective, would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio , and the intended transferee shall acquire no rights in such Series C Preferred Stock.

(c) Transfers of Series C Preferred Stock in Trust .

(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series C Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles Supplementary.

(ii) Series C Preferred Stock held by the Trustee shall be issued and outstanding Series C Preferred Stock of the Company. The Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series C Preferred Stock held by the Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of Series C Preferred Stock held in the Trust.

(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series C Preferred Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series C Preferred Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid shall be paid when due to the Trustee with respect to such Series C Preferred Stock. Any dividends or distributions so paid over to the Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have no voting rights with respect to the Series C Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the Series C Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to rescind as void any vote cast by a Purported Record Transferee with respect to such Series C Preferred Stock prior to the discovery by the Company that the Series C Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided , however , that if the Company has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles Supplementary to the contrary, until the Company has received notification that the Series C Preferred Stock has been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.

(iv) Within 20 days of receiving notice from the Company that shares of Series C Preferred Stock have been transferred to the Trust, the Trustee of the Trust shall sell the shares of Series C Preferred Stock held in the Trust to a Person, designated by the Trustee, whose ownership of the shares of Series C Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale, the interest of the Charitable Beneficiary in the shares of Series C Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The Purported Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series C Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase of such shares of Series C Preferred Stock at Market Price, the Market Price of such shares of Series C Preferred Stock on the day of the event which resulted in the transfer of such shares of Series C Preferred Stock to the Trust) and (B) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series C Preferred Stock held in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of such Series C Preferred Stock have been transferred to the Trustee, such shares of Series C Preferred Stock are sold by a Purported Record Transferee then (1) such shares of Series C Preferred Stock shall be deemed to have been sold on behalf of the Trust and (2) to the extent that the Purported Record Transferee received an amount for such shares of Series C Preferred Stock that exceeds the amount that such Purported Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee upon demand.

(v) Series C Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series C Preferred Stock in the transaction that resulted in such transfer to the

Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase of such shares of Series C Preferred Stock at Market Price, the Market Price of such shares of Series C Preferred Stock on the day of the event which resulted in the transfer of such shares of Series C Preferred Stock to the Trust) and (B) the Market Price on the date the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to Section 9(c)(iii). The Company shall have the right to accept such offer until the Trustee has sold the shares of Series C Preferred Stock held in the Trust pursuant to Section 9(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares of Series C Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and any dividends or other distributions held by the Trustee with respect to such Series C Preferred Stock shall thereupon be paid to the Charitable Beneficiary.

(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that the Series C Preferred Stock held in the Trust would not violate the restrictions set forth in Section 9(b)(i) in the hands of such Charitable Beneficiary.

(d) Remedies For Breach . If the Board or a committee thereof or other designees if permitted by the MGCL shall at any time determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any shares of Series C Preferred Stock of the Company in violation of Section 9(b) of these Articles Supplementary, the Board or a committee thereof or other designees if permitted by the MGCL shall take such action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem shares of Series C Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer; provided , however , that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as described in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio irrespective of any action (or non-action) by the Board.

(e) Notice of Restricted Transfer . Any Person who acquires or attempts to acquire shares of Series C Preferred Stock in violation of Section 9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results under Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or attempted Transfer on the Company’s status as a REIT.

(f) Owners Required To Provide Information . Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial Owner or Constructive Owner of Series C Preferred Stock and each Person (including the stockholder of record) who is holding Series C Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that the Company may request, in good faith, in order to determine the Company’s status as a REIT.

(g) Remedies Not Limited . Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles Supplementary) shall limit the authority of the Board to take such other action as it deems necessary or advisable to protect the Company and the interests of its stockholders by preservation of the Company’s status as a REIT.

(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary, including any definition contained in Section 9(a), the Board shall have the power to determine the application of the provisions of this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these Articles Supplementary). In the event Section 9 requires an action by the Board and these Articles Supplementary fail to provide specific guidance with respect to such action, the Board shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 9(b)) acquired Beneficial

or Constructive Ownership of Series C Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply first to the shares of Series C Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Series C Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Series C Preferred Stock based upon the relative number of the shares of Series C Preferred Stock held by each such Person.

(i) Exceptions .

(i) Subject to Section 9(b)(i)(C), the Board, in its sole discretion, may exempt (prospectively or retroactively) a Person from the limitation on a Person Beneficially Owning shares of Series C Preferred Stock in violation of Section 9(b)(i)(A) if the Board determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.

(ii) Subject to Section 9(b)(i)(C), the Board in its sole discretion, may exempt (prospectively or retroactively) a Person from the limitation on a Person Constructively Owning shares of Series C Preferred Stock in violation of Section 9(b)(i)(B), if the Board determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.

(iii) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board may require such Person to make certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series C Preferred Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section 9(i)(i) or (ii) of these Articles Supplementary, the Board may require a ruling from the IRS, or an opinion of counsel, in either case in form and substance satisfactory to the Board in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Company’s status as a REIT.

(j) Legends . Each certificate for Series C Preferred Stock shall bear substantially the following legends in addition to any legends required to comply with federal and state securities laws:

Classes of Stock

“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”

Restriction on Ownership and Transfer

“THE SHARES OF THE COMPANY’S 6.625% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES C PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES C PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES C PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES C PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES C PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN SUCH PERSON BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES C PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iv) ANY TRANSFER OF SHARES OF SERIES C PREFERRED STOCK THAT, IF EFFECTIVE, WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS WILL BE VOID AB INITIO AND THE INTENDED TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES C PREFERRED STOCK. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES C PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES C PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE VIOLATED, THE SERIES C PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO . ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES C PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES C PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”

(k) Severability . If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

(l) NYSE . Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The shares of Series C Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 9 after such settlement.

(m) Applicability of Section  9 . The provisions set forth in this Section 9 shall apply to the Series C Preferred Stock notwithstanding any contrary provisions of the Series C Preferred Stock provided for elsewhere in these Articles Supplementary.

Section 10. No Conversion Rights . The shares of Series C Preferred Stock shall not be convertible into or exchangeable for any other property or securities of the Company or any other entity, except as otherwise provided herein.

Section 11. Record Holders . The Company and the transfer agent for the Series C Preferred Stock may deem and treat the record holder of any Series C Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Company nor the transfer agent shall be affected by any notice to the contrary.

Section 12. Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series C Preferred Stock set forth in the Charter and these Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of Series C Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series C Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

FOURTH : The Series C Preferred Stock have been classified and designated by the Board pursuant to the powers of the Board as contained in the Charter. These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

FIFTH : These Articles Supplementary shall be effective upon the occurrence of the “Company Merger Effective Time” as defined in that certain Agreement and Plan of Merger by and among Digital Realty Trust, Inc., Digital Realty Trust, L.P., Penguins REIT Sub, LLC, Penguins OP Sub 2, LLC, Penguins OP Sub, LLC, DuPont Fabros Technology, Inc. and DuPont Fabros Technology, L.P., dated as of June 8, 2017.

SIXTH : The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief Executive Officer as of the date first written above.

LIMITED LIABILITY COMPANY AGREEMENT

OF

PENGUINS REIT SUB, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (the “ Agreement ”) of PENGUINS REIT SUB, LLC (the “ Company ”) is dated effective as of June [ 🌑 ], 2017.

1. Formation of Limited Liability Company . Digital Realty Trust, Inc., a Maryland corporation (the “ Member ”), hereby forms the Company as a limited liability company pursuant to the provisions of the Maryland Limited Liability Company Act, as it may be amended or succeeded from time to time (the “ Act ”). The rights and obligations of the Member and the administration of the Company shall be governed by the Agreement and the Act. The Agreement shall be considered the “ Limited Liability Company Agreement ” of the Company. To the extent this Agreement is inconsistent in any respect with the Act, the Agreement shall control.

2. Name . The name of the Company shall be “PENGUINS REIT SUB, LLC”.

3. Term of the Company . The Company shall commence on the date the Articles of Conversion and the Articles of Organization are properly filed with the State of Maryland and shall continue in existence in perpetuity unless its business and affairs are earlier wound up following dissolution at such time as this Agreement may specify.

4. Registered Agent and Principal Office . The registered office and registered agent of the Company in the State of Maryland shall be as the Member may designate from time to time. The Company may have such other offices as the Member may designate from time to time. The principal office of the Company is Four Embarcadero Center #3200, San Francisco, CA 94111.

5. Purpose . The purpose of the Company is to engage in any and all lawful businesses or activities in which a limited liability company may be engaged under the applicable law (including, without limitation, the Act).

6. Authorized Person . Anthony Lebron is hereby designated as an authorized person within the meaning of the Act, and shall have the power and authority to execute, deliver and file, or cause to be filed, the Articles of Organization of the Company with the State of Maryland. Upon filing of the Articles of Organization his powers as authorized person shall cease, and the Member thereupon shall become the designated authorized person and shall continue as the designated authorized person within the meaning of the Act.

7. Member . Digital Realty Trust, Inc. is the sole member of the Company.

8. Management of the Company . All decisions relating to the business, affairs and properties of the Company shall be made by the Member. Notwithstanding any other provisions of this Agreement, the Member, acting alone, is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person. All decisions relating to the business, affairs, and properties of the Company shall be made by the

Member. The Member may appoint managers, directors and/or officers of the Company using any titles, and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers, directors and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers, directors and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the state of Maryland. No delegation of authority hereunder shall cause the Member to cease to be a Member.

9. Capital Contributions . The Member shall make such capital contributions to the Company in such amounts and at such times as the Member shall determine in its discretion.

10. Distributions and Allocations . Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member.

11. Limitation on Distributions . No distribution shall be made to the extent that such distribution would violate the Act or any other applicable law.

12. Transfer of Membership Interest . Member may transfer all or any portion of its membership interest in the Company.

13. Other Activities . The Member may engage or invest in, and devote its time to, any other business venture or activity of any nature and description (independently or with others), whether or not such other activity may be deemed or construed to be in competition with the Company. The Company shall not have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity of the Member (or to the income or proceeds derived therefrom), and the pursuit thereof, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

14. Standards of Conduct . Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with this Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.

15. Liability and Indemnification.

(a) Right to Indemnification . Subject to the limitations and conditions set forth herein, the Member who was or is made a party (or is threatened to be made a party) to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil,

criminal, administrative, arbitrative or investigative proceeding (hereinafter a “ Proceeding ”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was the Member or a manager or officer of the Company or, while such person is or was serving at the request of the Company, as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise (each, an “ Indemnified Person ”), shall be indemnified by the Company to the fullest extent permitted by law (including, without limitation, indemnification against negligence, gross negligence or breach of duty) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding, if the Indemnified Person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The indemnities hereunder shall survive termination of the Company. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to the Member. Indemnification under this section shall continue as to an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this section shall be deemed contract rights, and no amendment, modification, or repeal of this Agreement shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.

(b) Advance Payment . The right to indemnification conferred in this section shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by an Indemnified Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Indemnified Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Indemnified Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Indemnified Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this section and a written undertaking, by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Section 14 or otherwise.

(c) Nonexclusivity of Rights . The right to indemnification and the advancement and payment of expenses conferred in this section shall not be exclusive of any other right which the Member or other Indemnified Person indemnified pursuant to this section may have or hereafter acquire under any law (common or statutory), provision of the Certificate, this Agreement, any other agreement, vote of Members or otherwise.

16. Limitation on Liability . The Member shall not have any personal liability whatsoever to the Company by reason of the Member’s acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall

protect the Member against any liability to the Company to which the Member would otherwise be subject by reason of (i) any act or omission of the Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Member derived improper personal benefit. The foregoing shall not apply to any responsibility or liability under a criminal statute or liability for the payment of taxes under Federal, state, or local law.

17. Disregarded Entity . For U.S. federal income tax purposes, at all times that the Member owns 100% of the equity interests in the Company, the Company and the Member intend that the Company be disregarded as an entity separate from the Member pursuant to Treasury Regulations Section 301.7701 and corresponding provisions of state law. Accordingly, no election will be made to treat the Company as a corporation for income tax purposes.

18. Dissolution and Winding Up . The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member.

19. Amendments . This Agreement may be amended or modified from time to time only by written instrument executed by the Member.

20. Governing Law . The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to otherwise governing principles of conflicts of law.

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

[Signature Page to LLC Agreement of Penguins REIT Sub]

FIFTEENTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

DIGITAL REALTY TRUST, L.P.

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