EX-10.8

**Exhibit 10.8 **

**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. **

**EXECUTION VERSION **

**AMENDMENT AND RESTATEMENT DEED **

**RELATING TO A USD4,100,000,000 OFFSHORE TERM LOAN **

**FACILITY AND A RM13,000,000,000 MURABAHAH TERM **

**FACILITY (AND AN ACCORDION FACILITY) **

**COMMON TERMS AGREEMENT DATED 15 MAY 2025 **

dated 10 September 2026

between

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

collectively as DayOne Companies

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

**CIMB INVESTMENT BANK BERHAD, **

**CIMB BANK BERHAD, SINGAPORE BRANCH **

and

**DBS BANK LTD. **

as Mandated Lead Arrangers, Joint Coordinators and Green Financing Coordinators

**CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK **

as Mandated Lead Arranger and Joint Coordinator

**THE ORIGINAL OFFSHORE FINANCIERS – UPSIZE OFFSHORE FACILITY **

listed in Part I of Schedule 4

**THE ORIGINAL MURABAHAH FINANCIERS – UPSIZE MURABAHAH FACILITY **

listed in Part II of Schedule 4

**STANDARD CHARTERED BANK (HONG KONG) LIMITED **

acting as Offshore Facility Agent

**MAYBANK INVESTMENT BANK BERHAD **

as Murabahah Facility Agent

**CIMB INVESTMENT BANK BERHAD **

acting as Security Agent

and

**MAYBANK INVESTMENT BANK BERHAD **

as Common Terms Agent

**Baker & McKenzie.Wong & Leow **

**(Reg. No. 200010145R) **

**38 Beach Road **

**#23-11 South Beach Tower **

**Singapore 189767 **

**www.bakermckenzie.com **

**CONTENTS **

| | | | | | | | | ------------------------------------------------------ | - | :---------------------------------------------------: | : | - | -------: | - | | | | | | | | | | Clause | | | | | Page | | | 1. | | Definitions and Interpretation | | | 4 | | | 2. | | Conditions To Effective Date | | | 6 | | | 3. | | Amendments To The Terms Of The Common Terms Agreement | | | 6 | | | 4. | | Conditions Subsequent | | | 6 | | | 5. | | Confirmations | | | 6 | | | 6. | | Representations and Warranties | | | 7 | | | 7. | | Expenses and Indemnity | | | 7 | | | 8. | | Acknowledgement to the Notices of Assignment | | | 7 | | | 9. | | Miscellaneous | | | 8 | | | 10. | | Governing Law | | | 8 | | | 11. | | Enforcement | | | 8 | | | 12. | | Stamp Duty | | | 8 | | | Schedule 1 Amended And Restated Common Terms Agreement | | | | | 10 | | | Schedule 2 Conditions to Effective Date | | | | | 11 | | | Schedule 3 Conditions Subsequent | | | | | 15 | | | Schedule 4 The Original Financiers — Upsize Facilities | | | | | 16 | | | Execution | | | | | 18 | |

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**AMENDMENT AND RESTATEMENT DEED **

**This Deed is dated **10 September 2026 and made between:

| | | | :-- | : | | (2) | |

| | | | : | :---------------------------------------------------------------------- | | | (each a “DayOne Company” and collectively, “DayOne Companies”); |

2

**RECITALS **

upon the terms and subject to the conditions of this Deed.

3

**IT IS AGREED **as follows:

Terms defined in the Common Terms Agreement shall, unless otherwise defined in this Deed, have the same meanings when used in this Deed and in addition:

“Amended and Restated Common Terms Agreement” means the Common Terms Agreement as amended and restated in the form set out in Schedule 1 (Amended and Restated Common Terms Agreement).

“Amendment and Restatement Deed (ICD)” means the amendment and restatement deed to the Intercreditor Deed dated 10 September 2026 and made between, amongst others, (1) the Company, (2) each DayOne Company, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators, (6) the Offshore Facility Agent, (7) the Murabahah Facility Agent, (8) the Security Agent and (9) the Common Terms Agent.

“Amendment and Restatement Deed (MFA)” means the amendment and restatement deed to the Murabahah Facility Agreement dated 10 September 2026 and made between, amongst others, (1) the Company, (2) the DayOne Companies, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators and (6) the Murabahah Facility Agent.

“Amendment and Restatement Deed (OFA)” means the amendment and restatement deed to the Offshore Facility Agreement dated 10 September 2026 and made between, amongst others, (1) the Company, (2) the DayOne Companies, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators and (6) the Offshore Facility Agent.

“Completion and Cost Overrun Undertaking” means the irrevocable and unconditional letter of undertaking dated on or about the date of this Deed and issued by the DayOne Parent to the Security Agent in respect of the completion of Projects (including undertaking to provide equity funding to complete the Projects) and the funding of any Cost Overruns in connection with each Approved Building for up to three (3) months after such Approved Building is ready-for-service, and which expression shall, where the context so admits, include any amendment(s) or variations(s) thereof and addition(s) thereto and any other instrument(s) executed supplemental thereto or in substitution thereof.

“Deed of Confirmation (Subordination Deed)” means the Singapore law governed deed of confirmation made or to be made between (1) the Company, (2) each DayOne Company, (3) DayOne Singapore and (4) the Security Agent.

“Deed of Release” means a deed of release in relation to the Parent Guarantee.

“Effective Date” means the date on which the Common Terms Agent notifies the Company and the DayOne Companies in writing that all the conditions referred to in Schedule 2 *(Conditions to Effective Date) *have been satisfied or waived by the Common Terms Agent.

“KTP Plot 3 Project” means the proposed development of a [***] square meters of data centre space comprising [***] with a total power capacity of [***] megawatts in Kempas Lama, Johor on the KTP Plot 3 Project Land.

“KTP Plot 3 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under part of the respective issue documents of title bearing particulars [***], Johor which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

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“Land Charge (KTP Plot 3 Project)” means the Malaysian law governed land charge to be made between DayOne Malaysia II and the Security Agent in respect of the KTP Plot 3 Project Land.

“Land Charge (NTP Plot 5 Project)” means the Malaysian law governed land charge to be made between DayOne Malaysia I and the Security Agent in respect of the NTP Plot 5 Project Land.

“NTP Plot 5 Project” means the proposed development of [***] square meters of data centre space comprising [***] with a total power capacity of [***] megawatts in Nusajaya, Johor on the NTP Plot 5 Project Land.

“NTP Plot 5 Project Land” means all those pieces of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***], which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“Sale and Purchase Agreement (KTP Plot 3 Project)” means the sale and purchase agreement dated [***] 2026 and made between [***]. and DayOne Malaysia II in respect of the sale and purchase of the KTP Plot 3 Project Land.

“Party” means a party to this Deed.

This Deed shall take effect as a deed even if it is signed under hand by any Party hereto.

5

The Company and the DayOne Companies shall provide to the Common Terms Agent all of the documents and other evidence listed in Schedule 2 (Conditions to Effective Date).

All the documents and evidence listed in Schedule 2 *(Conditions to Effective Date) *must be in form and substance satisfactory to the Common Terms Agent.

When the Common Terms Agent has received all the documents and evidence listed in Schedule 2 *(Conditions to Effective Date) *and found them to be satisfactory in form and substance, it will promptly notify the Company, the DayOne Companies and the Finance Parties of that fact.

With effect from the Effective Date, the Common Terms Agreement shall be amended and restated in the form set out in Schedule 1 (Amended and Restated Common Terms Agreement).

The Company and the DayOne Companies confirm that:

The Company and the DayOne Companies shall provide to the Common Terms Agent all of the documents and other evidence listed in Schedule 3 (Conditions Subsequent) by the dates stipulated therein.

Each of the Company and each DayOne Company confirms that:

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The Company and the DayOne Companies repeat the Repeating Representations on the date of this Deed and on the Effective Date, in each case, as if the references therein to “this Agreement” were references to this Deed.

The representations and warranties set out in this Clause 6 are deemed to be made by the Company and the DayOne Companies by reference to the facts and circumstances then existing on the date of this Deed and on the Effective Date (as the case may be).

The Company shall, within ten (10) Business Days of demand (and in the case of legal fees, within thirty (30) Business Days), and whether or not the Effective Date has occurred, pay or reimburse to each of the Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by the Finance Parties (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the preparation, negotiation and execution of this Deed and any other documents required in connection with this Deed.

The Company and the DayOne Companies shall, whether or not the Effective Date has occurred, within ten (10) Business Days of demand, indemnify any Finance Party and any of their respective officers and employees against any cost, loss or liability incurred by any of them or by any of their respective officers, and employees as a result of any breach by the Company and/or the DayOne Companies of the provisions of this Deed or the exercise or purported exercise of any of the rights and powers conferred on them by this Deed.

The Company shall pay all fees due from the Company in connection with this Deed in the amount and at the times agreed in any Fee Letter.

The Parties confirm that, on or after the Effective Date, any acknowledgements to the notices of assignment required to be procured by the Company and/or the DayOne Companies from the relevant counterparties pursuant to the Assignment Documents after the date of this Deed, shall only be procured by the Company and/or the DayOne Companies on a commercially reasonable efforts basis.

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If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

This Deed shall be construed as supplementing and forming part of the Common Terms Agreement and shall be read accordingly.

The Common Terms Agent and each of the Company and the DayOne Companies hereby designate this Deed as a Finance Document.

The Common Terms Agent confirms that it is executing this Deed on its own behalf and as agent for the Finance Parties and that it has been duly directed and authorised to do so in accordance with Clause 28 (Amendments and Waivers) of the Common Terms Agreement.

This Deed is governed by and shall be construed in accordance with Singapore law.

The provisions of Clause 31 (Enforcement) of the Common Terms Agreement shall be incorporated into this Deed as if set out in full in this Deed and as if references in those clauses to “this Agreement” are references to this Deed.

IT IS HEREBY AGREED AND DECLARED THAT:

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9

**SCHEDULE 1 **

**AMENDED AND RESTATED COMMON TERMS AGREEMENT **

10

***SCHEDULE 1 ***

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

collectively as DayOne Companies

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

**CIMB INVESTMENT BANK BERHAD, **

**CIMB BANK BERHAD, SINGAPORE BRANCH **

and

**DBS BANK LTD. **

as Mandated Lead Arrangers, Joint Coordinators and Green Financing Coordinators

**CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK **

as Mandated Lead Arranger and Joint Coordinator

**THE ORIGINAL OFFSHORE FINANCIERS **

listed in Part I of Schedule 1

**THE ORIGINAL MURABAHAH FINANCIERS **

listed in Part II of Schedule 1

**THE ORIGINAL HEDGE COUNTERPARTIES **

listed in Part III of Schedule 1

**STANDARD CHARTERED BANK (HONG KONG) LIMITED **

as Offshore Facility Agent

**MAYBANK INVESTMENT BANK BERHAD **

as Murabahah Facility Agent

**CIMB INVESTMENT BANK BERHAD **

as Security Agent

**MAYBANK INVESTMENT BANK BERHAD **

as Common Terms Agent

**COMMON TERMS AGREEMENT **

**relating to a USD4,100,000,000 Offshore Term Loan Facility and a **

**RM13,000,000,000 Murabahah Term Facility (and an accordion facility) **

dated 15 May 2025 as amended and restated by an amendment and restatement deed

dated 10 September 2026

**Baker & McKenzie.Wong & Leow **

**(Reg. No. 200010145R) **

**38 Beach Road **

**#23-11 South Beach Tower **

**Singapore 189767 **

**www.bakermckenzie.com **

**CONTENTS **

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| | | | | | | | | --------------------------------------------------------- | - | - | : | - | --- | - | | | | | | | | | | | | | | | | | | Schedule 1 The Original Parties | | | | | 141 | | | | | | | | | | | Schedule 2 Conditions Precedent | | | | | 146 | | | | | | | | | | | Schedule 3 Conditions Subsequent | | | | | 151 | | | | | | | | | | | Schedule 4 Utilisation Request | | | | | 155 | | | | | | | | | | | Schedule 5 Selection Notice | | | | | 157 | | | | | | | | | | | Schedule 6 Form of Accordion Increase Request | | | | | 158 | | | | | | | | | | | Schedule 7 Form of Accordion Increase Accession Agreement | | | | | 159 | | | | | | | | | | | Schedule 8 Form of Transfer Certificate | | | | | 165 | | | | | | | | | | | Schedule 9 Form of Assignment Agreement | | | | | 168 | | | | | | | | | | | Schedule 10 Form of Compliance Certificate | | | | | 172 | | | | | | | | | | | Schedule 11 Green Loan/Financing Principles Memorandum | | | | | 173 | | | | | | | | | | | Schedule 12 Hedging Provisions | | | | | 179 | |

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**THIS AGREEMENT **is dated 15 May 2025 and as amended and restated by an amendment and restatement deed dated 10 September 2026 and is made between:

(each a “DayOne Company” and collectively, the “DayOne Companies”);

3

**IT IS AGREED **as follows:

**SECTION 1 **

**INTERPRETATION **

In this Agreement:

“Account” means each of the Project Accounts and the Finance Service Reserve Account and “Accounts” shall be construed accordingly.

*“*Account Bank” means:

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“Accordion Facility” means an up to RM3,500,000,000 (or its equivalent) term loan facility and/or term financing-i facility made available under this Agreement, the Offshore Facility Agreement and/or the Murabahah Facility Agreement in accordance with Clause 2.2 (Increase – Accordion Option).

“Accordion Facility Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Accordion Financier” has the meaning given to it in Clause 2.2 (*Increase *– Accordion Option).

“Accordion Increase” means in respect of an Accordion Increase Request, the amount of the increase in the Commitments requested in that Accordion Increase Request.

“Accordion Increase Accession Agreement” means the accession agreement in relation to any Accordion Increase, to be executed by the Company, each DayOne Company, the Common Terms Agent, the Offshore Facility Agent, the Murabahah Facility Agent (as applicable) and the Accordion Financiers, substantially in the form set out in Schedule 7 (Form of Accordion Increase Accession Agreement).

“Accordion Increase Effective Date” has the meaning given to it in Clause 2.2 (Increase – Accordion Option).

“Accordion Increase Request” means a request substantially in the form set out in Schedule 6 (Form of Accordion Increase Request).

“Additional Obligor” shall have the meaning given to it in the Offshore Facility Agreement or the Murabahah Facility Agreement.

“Administrative Party” means each of the Offshore Facility Agent, the Murabahah Facility Agent, the Mandated Lead Arrangers, the Joint Coordinators, the Green Financing Coordinators, the Common Terms Agent, the Security Agent and the Shariah Advisers and “Administrative Parties” shall be construed accordingly. For the purpose of Clause 21 (Role of the Administrative Parties), references to “Administrative Party” shall exclude the Offshore Facility Agent, the Murabahah Facility Agent and the Security Agent.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agreed FX Rate” means:

5

“Amendment and Restatement Deed (CTA)” means the amendment and restatement deed to this Agreement dated 10 September 2026 and made between (1) the Company, (2) the DayOne Companies, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators, (6) the Offshore Facility Agent, (7) the Murabahah Facility Agent, (8) the Security Agent and (9) the Common Terms Agent.

“Amendment and Restatement Deed (ICD)” means the amendment and restatement deed to the Intercreditor Deed dated 10 September 2026 and made between (1) the Company, (2) each DayOne Company, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators, (6) the Offshore Facility Agent, (7) the Murabahah Facility Agent, (8) the Security Agent and (9) the Common Terms Agent.

“Amendment and Restatement Deed (MFA)” means the amendment and restatement deed to the Murabahah Facility Agreement dated 10 September 2026 and made between (1) the Company, (2) the DayOne Companies, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators and (6) the Murabahah Facility Agent.

“Amendment and Restatement Deed (OFA)” means the amendment and restatement deed to the Offshore Facility Agreement dated 10 September 2026 and made between (1) the Company, (2) the DayOne Companies, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators and (6) the Offshore Facility Agent.

“Anti-Bribery and Corruption Laws” means any applicable law, statute, rule or regulation relating to bribery or corruption, including the Malaysian Anti-Corruption Commission Act 2009, the Prevention of Corruption Act 1960 of Singapore, the UK Bribery Act of 2010, the United States Foreign Corrupt Practices Act of 1977 as amended and the rules and regulations thereunder (FCPA), and any other similar laws, rules or regulations issued, administered or enforced by Singapore, the United States, United Kingdom, the European Union or any of its member states, or any other country or governmental agency having jurisdiction over any Obligor or any member of the Group that prohibits the corrupt payment, offer, promise, or authorisation of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any government official or other person.

“Anti-Money Laundering and Terrorism Financing Laws” means any applicable anti-money laundering and anti-terrorism laws and regulations of jurisdictions where any Obligor or any member of the Group conducts its principal business and trades and/or where any Obligor or any member of the Group is incorporated, including the Anti-Money Laundering, Anti-Terrorism Financing, Anti-Restricted Activity Financing and Proceeds of Unlawful Activities Act 2001, the U.S. International Money Laundering Abatement, the Financial Anti-Terrorism Act of 2001 and Terrorism (Suppression of Financing) Act 2002 of Singapore (and any amendments and modifications thereto and implementing regulations) and any other applicable rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency or authority.

“APLMA” means the Asia Pacific Loan Market Association Limited.

“Approved Building” means a Building within a Development Project declared by the Common Terms Agent to be an Approved Building in accordance with Clause 16.15(k) (Approved Projects and Approved Buildings).

“Approved Insurers/Takaful Operators” means:

6

or any other insurance company as may be determined by the Common Terms Agent (acting on the instructions of the Majority Total Term Financiers acting reasonably) from time to time;

or any other takaful operators as may be determined by the Common Terms Agent (acting on the instructions of the Majority Total Term Financiers acting reasonably) from time to time,

and “Approved Insurer/Takaful Operator” shall mean any one of them.

“Approved Projects” means in relation to a Development Project, the portion of such Development Project declared by the Common Terms Agent to be an Approved Project in accordance with Clause 16.15(k) (Approved Projects and Approved Buildings).

7

“Approved Project Cost” means the costs of the following:

“Approved Stock Exchange” means any of the following:

“Approved Valuers” means:

or such other independent professional appraisers acceptable to the Common Terms Agent (acting on the instructions of all the Total Term Financiers) and “Approved Valuer” shall mean any one of them.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 9 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Assignment and Charge of Accounts” means:

“Assignment and Charge of Designated Accounts (Company)” means the Malaysian law governed first ranking charge over the Designated Accounts (Company) dated on or about the Original Agreement Date and made between the Company and the Security Agent.

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“Assignment and Charge of Project Account (DayOne Malaysia I)” means the Malaysian law governed first ranking charge over the Project Account (DayOne Malaysia I) dated on or about the First Utilisation Date and made between DayOne Malaysia I and the Security Agent.

“Assignment and Charge of Project Account (DayOne Malaysia II)” means the Malaysian law governed first ranking charge over the Project Account (DayOne Malaysia II) dated on or about the First Utilisation Date and made between DayOne Malaysia II and the Security Agent.

“Assignment and Charge of Project Account (DayOne Malaysia III)” means the Malaysian law governed first ranking charge over the Project Account (DayOne Malaysia III) dated on or about the First Utilisation Date and made between DayOne Malaysia III and the Security Agent.

“Assignment and Charge of Project Account (DayOne Parent)” means the Singapore law governed first ranking charge over the Project Account (DayOne Parent) to be made between DayOne Parent and the Security Agent.

“Assignment Documents” means collectively:

“Assignment of Insurances/Takaful” means:

“Assignment of Insurances/Takaful (DayOne Malaysia I)” means the Malaysian law governed assignment over the Insurances/Takaful (DayOne Malaysia I) dated on or about the First Utilisation Date and made between DayOne Malaysia I and the Security Agent.

“Assignment of Insurances/Takaful (DayOne Malaysia II)” means the Malaysian law governed assignment over the Insurances/Takaful (DayOne Malaysia II) dated on or about the First Utilisation Date and made between DayOne Malaysia II and the Security Agent.

“Assignment of Insurances/Takaful (DayOne Malaysia III)” means the Malaysian law governed assignment over the Insurances/Takaful (DayOne Malaysia III) dated on or about the First Utilisation Date and made between DayOne Malaysia III and the Security Agent.

“Assignment of Intercompany Loans/Advances” means:

9

**“Assignment of Intercompany Loans/Advances (Company)” **means the Malaysian law governed assignment dated on or about the Original Agreement Date and made between the Company and the Security Agent in respect of the Intercompany Loans/Advances.

**“Assignment of Intercompany Loans/Advances (DayOne Malaysia I)” **means the Malaysian law governed assignment dated on or about the Original Agreement Date and made between DayOne Malaysia I and the Security Agent in respect of the Intercompany Loans/Advances.

**“Assignment of Intercompany Loans/Advances (DayOne Malaysia II)” **means the Malaysian law governed assignment dated on or about the Original Agreement Date and made between DayOne Malaysia II and the Security Agent in respect of the Intercompany Loans/Advances.

**“Assignment of Intercompany Loans/Advances (DayOne Malaysia III)” **means the Malaysian law governed assignment dated on or about the Original Agreement Date and made between DayOne Malaysia III and the Security Agent in respect of the Intercompany Loans/Advances.

“Assignment of Material Contracts” means:

“Assignment of Material Contracts (DayOne Malaysia I)” means the Malaysian law governed assignment over the Material Contracts (DayOne Malaysia I) dated on or about the First Utilisation Date and made between DayOne Malaysia I and the Security Agent.

“Assignment of Material Contracts (DayOne Malaysia II)” means the Malaysian law governed assignment over the Material Contracts (DayOne Malaysia II) dated on or about the First Utilisation Date and made between DayOne Malaysia II and the Security Agent.

“Assignment of Material Contracts (DayOne Malaysia III)” means the Malaysian law governed assignment over the Material Contracts (DayOne Malaysia III) dated on or about the First Utilisation Date and made between DayOne Malaysia III and the Security Agent.

“Assignment of Service Agreements” means:

10

“Assignment of Service Agreements (DayOne Malaysia I)” means the Malaysian law governed assignment over the Service Agreements (DayOne Malaysia I) dated on or about the First Utilisation Date and made between DayOne Malaysia I and the Security Agent.

“Assignment of Service Agreements (DayOne Malaysia II)” means the Malaysian law governed assignment over Service Agreements (DayOne Malaysia II) dated on or about the First Utilisation Date and made between DayOne Malaysia II and the Security Agent.

“Assignment of Service Agreements (DayOne Malaysia III)” means the Malaysian law governed assignment over Service Agreements (DayOne Malaysia III) dated on or about the First Utilisation Date and made between DayOne Malaysia III and the Security Agent.

“Auditors” means an internationally recognised firm of auditors or such other firm approved in advance by the Common Terms Agent (acting on the instruction of the Majority Total Term Financiers acting reasonably).

“Authorisation” means:

“Availability Period” means:

“Available Murabahah Facility” means in relation to the Murabahah Facility, the aggregate for the time being of each Murabahah Financier’s Available Murabahah Facility Commitment in respect of the Murabahah Facility.

“Available Murabahah Facility Commitment” shall have the meaning given to “Available Commitment” in the Murabahah Facility Agreement.

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“Available Offshore Facility” means in relation to the Offshore Facility, the aggregate for the time being of each Offshore Financier’s Available Offshore Facility Commitment in respect of the Offshore Facility.

“Available Offshore Facility Commitment” shall have the meaning given to “Available Commitment” in the Offshore Facility Agreement.

“BNM” means Bank Negara Malaysia, governed by the Central Bank of Malaysia Act 2009.

“BG Facilities” means the various bilateral bank guarantee facilities of an aggregate amount of up to RM1,500,000,000 granted or may be granted pursuant to the following letters of offer:

and references to “BG Facility” shall mean any or each of them.

“BG Financiers” means:

and each, a “BG Financier”.

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“BG Issuer” means a BG Financier that issues bank guarantees to suppliers or contractors of the Company, a DayOne Company or an Additional Obligor or to any relevant authorities, statutory bodies and utility companies in relation to a Project or other beneficiaries acceptable to the BG Issuer.

“Break Costs” shall have the meaning given to such term in the Offshore Facility Agreement.

“Building” means a data centre building erected on a Project.

“Business Day” means a day (other than a Saturday or Sunday) on which:

“Cash Pooling Arrangement” means the two-way cash pooling arrangement between the Company and each of the DayOne Companies and Additional Obligor whereby:

upon the terms and subject to the condition of a cash pooling agreement to be made between the Company, each DayOne Company and [***]

“Charged Assets” means all and any assets which are, or are expressed to be, the subject of the Transaction Security from time to time.

“Code” means the US Internal Revenue Code of 1986.

“Commitments” shall have the meaning given to it under the Offshore Facility Agreement and the Murabahah Facility Agreement respectively.

“Commodities” shall have the meaning given to it under the Murabahah Facility Agreement.

“Completed Projects” means:

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“Completion” means**, **in respect of the Development Projects, the completion of the construction of all Buildings within the relevant Development Project in accordance with the relevant Construction Plan and such Buildings are ready-for-service.

“Completion and Cost Overrun Undertaking” means the irrevocable and unconditional letter of undertaking dated on or about the date of the Amendment and Restatement Deed (CTA) and issued by DayOne Parent to the Security Agent in respect of the completion of Projects (including undertaking to provide equity funding to complete the Projects) and the funding of Cost Overruns in connection with each Approved Building for up to three (3) Months after such Approved Building is ready-for-service, and which expression shall, where the context so admits, include any amendment(s) or variations(s) thereof and addition(s) thereto and any other instrument(s) executed supplemental thereto or in substitution thereof.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Company and the Common Terms Agent.

“Construction Plans” means, in respect of the Development Projects, the construction/development plan in respect of such Development Projects which shall state specifically the target completion date of the construction of each Building on that Development Project, submitted to the Common Terms Agent as an initial condition precedent under Clause 4.1 (Initial conditions precedent) and such other construction/development plan in respect of any Development Projects as may be provided to the Common Terms Agent from time to time.

“Cost Overrun” means, in respect of the Development Projects, at any time, the circumstance where the total development cost of such Development Project exceeds the Project Cost of such Development Project as determined and certified by the Quantity Surveyor.

“Cost to Complete” means in respect of a Development Project that has not achieved Completion, the estimated remaining development cost of such Development Project (including but not limited to the cost of construction of the main building works and piling, professional fees, administrative expenses, property tax and Financing Cost (to the extent included in the relevant Project Cost)) required to achieve Completion of the Development Project. The estimated cost of construction of the main building works and piling shall be such amount determined by the Quantity Surveyor and certified by an authorised signatory of the relevant DayOne Company.

“DayOne Parent” means DayOne Data Centers Limited, a company incorporated in Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

“DayOne Parent IPO” means the initial public offering of the shares of DayOne Parent resulting in the listing of and admission of trading of such shares of DayOne Parent on an Approved Stock Exchange.

“DayOne Singapore” means DayOne Data Centers Singapore Pte Ltd. (previously known as GDS IDC Services Pte. Ltd.) (UEN/Company No. 201827513C), a company incorporated in Singapore and having its registered office at 101 Cecil Street, #10-01 Tong Eng Building, Singapore 069533.

“Debentures” means:

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“Debenture (DayOne Malaysia I)” means the Malaysian law governed debenture dated on or about the Original Agreement Date between DayOne Malaysia I and the Security Agent.

“Debenture (DayOne Malaysia II)” means the Malaysian law governed debenture dated on or about the Original Agreement Date between DayOne Malaysia II and the Security Agent.

“Debenture (DayOne Malaysia III)” means the Malaysian law governed debenture dated on or about the Original Agreement Date between DayOne Malaysia III and the Security Agent.

“Declassification Event” has the meaning given to it under paragraph 3(h) of Schedule 11 (Green Loan/Financing Principles Memorandum).

*“Deed of Confirmation (Subordination Deed)” *means the Singapore law governed deed of confirmation made or to be made between (1) the Company, (2) each DayOne Company, (3) DayOne Singapore and (4) the Security Agent.

“Default” means an Event of Default or any event or circumstance specified in Clause 18 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Accounts (Company)” means:

“Development Projects” means:

“Disbursement” has the meaning given to the term in the Murabahah Facility Agreement.

“Disruption Event” means either or both of:

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and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Drawdown/Disbursement Allocation Table” means a table setting out a summary of the loan/financing position and details of allocation of a Utilisation in the form set out in the Appendix of Schedule 4 (Utilisation Request), to be appended to a Utilisation Request.

“Environmental or Social Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental and Social Law” means any applicable law or regulation which relates to:

“Environmental and Social Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental or Social Law for the operation of the business of any Obligor (other than the DayOne Parent) conducted on or from the properties owned or used by any Obligor (other than the DayOne Parent).

[***]

“Event of Default” means any event or circumstance specified as such in Clause 18 (Events of Default).

“Existing Facilities” means collectively:

“Existing Finance Documents” means each finance document in respect of each of the Existing Facilities.

“Existing Project Accounts” means:

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“Existing Project Accounts (DayOne Malaysia I)” means the bank account opened and maintained by DayOne Malaysia I with [***].

“Existing Project Account (DayOne Malaysia II)” means the bank account opened and maintained by DayOne Malaysia II with [***].

“External Review” means an opinion, document or report issued by the External Reviewer (at the cost of the Company) addressed to the Common Terms Agent and the Green Financing Coordinators, in form and substance satisfactory to the Common Terms Agent (acting on the instructions of the Majority Total Term Financiers).

“External Reviewer” means any consultant and/or institution with recognised expertise in environmental and social sustainability or other aspects of the administration of a Green Facility that has been appointed by the Company with the prior written consent of the Common Terms Agent (acting on the instructions of the Majority Total Term Financiers) such as Green Business Certification Inc. or an equivalent LEED assessor and/or auditor.

“Facility” means each of the Offshore Facility and the Murabahah Facility and “Facilities” shall be construed accordingly.

“Facility Office” means the office or offices notified by a Finance Party to the Common Terms Agent in writing on or before the date it becomes a Finance Party (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under the Finance Documents.

“FATCA” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter or letters between the Company and any of the Finance Parties setting out any fees agreed between the relevant Parties.

“Final Maturity Date” shall have the meaning given to such term in each of the Offshore Facility Agreement and the Murabahah Facility Agreement.

“Finance Document” means:

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“Finance Party” means each Administrative Party, an Offshore Financier, a Murabahah Financier or a Hedge Counterparty.

“Finance Service Reserve Account” means the RM FSRA and the USD FSRA.

“Financial Close Date” means the Business Day on which the Common Terms Agent notifies the Company and the Finance Parties that all the conditions precedent referred to in Schedule 2 (Conditions Precedent) have either been satisfied or waived.

“Financial Indebtedness” means any indebtedness for or in respect of:

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without in any case, any double counting.

“Financing Cost” means the aggregate estimated profit and/or interest expense payable by the Company and/or each DayOne Company, less the amount of any scheduled periodic payment receivable by the Company and/or each DayOne Company under any Hedging Arrangement during that period plus any amount of any scheduled periodic payments payable by the Company and/or each DayOne Company under any Hedging Arrangement, to be incurred on the Facilities until the Completion of the relevant Development Project is achieved, and which shall be calculated against the Projected Drawdown/Disbursement Schedule.

“First Utilisation Date” means the first Utilisation Date of the Facilities.

“GAAP” means generally accepted accounting principles in the jurisdiction of incorporation of each Obligor, including IFRS.

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).

“Green Building Certification” means a certification that the building in question is a green building using an internationally recognised assessment method such as the LEED.

“Green Facility” means the classification of a Facility pursuant to Clause 16.23 (Green Project Classification Event(s)).

“Green Loan/Financing Principles” means “Green Loan Principles” jointly issued by the Loan Market Association, the APLMA and the Loan Syndications and Trading Association on 26 March 2025.

“**Green Loan/Financing Principles Memorandum” **means the memorandum which documents the principles in respect of the Green Loan/Financing Principles to be complied by the Company and each DayOne Company pursuant to Clause 16.23 (Green Project Classification Event(s)), as annexed in Schedule 11 *(Green Loan/Financing Principles Memorandum) *and as updated from time to time in accordance with the “Green Loan Principles” published by the Loan Market Association, the APLMA and the Loan Syndications and Trading Association.

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“Green Project Classification Event(s)” means an event or events pursuant to Clause 16.23 (Green Project Classification Event(s)).

“Group” means the Company and its Subsidiaries from time to time.

“Hedge Counterparty” means any Original Hedge Counterparty, (at the time the relevant Hedging Agreement is entered into) an Affiliate thereof, an Accordion Financier or its Affiliate, which has become a Hedge Counterparty in accordance with Clause 19.15 (Accession of Hedge Counterparties) and which is or has become a party to the Intercreditor Deed in accordance with the provisions of the Intercreditor Deed, which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement or other Finance Documents.

“Hedge Counterparty Accession Deed” has the same meaning as “Total Finance Party Accession Undertaking” in the Intercreditor Deed.

“Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement entered into by the Company and/or a DayOne Company with a Hedge Counterparty in relation to the Hedging Arrangements.

“Hedging Arrangements” means the hedging transactions entered into between the Company and/or a DayOne Company and the Hedge Counterparties in relation to hedging of exposures to fluctuations of interest rate, profit rate and currency exchange rate in respect of the Facilities, upon the terms and subject to the conditions of the Hedging Agreements.

“HMT” means His Majesty’s Treasury.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Indirect Tax” means any goods and services tax, value added tax or any tax of a similar nature.

“Initial Completed Projects” means:

“Initial Development Projects” means:

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“Initial Development Project Costs” means the following:

“Initial Offshore Facility” means the US Dollar One Billion and Seven Hundred Million (USD1,700,000,000) term loan facility granted to the Company and the DayOne Companies by the Offshore Financiers pursuant to the Offshore Facility Agreement.

“Initial Murabahah Facility” means the Ringgit Malaysia Seven Billion and Five Hundred Million (RM7,500,000,000) term financing-i facility granted to the Company and the DayOne Companies by the Murabahah Financiers pursuant to the Murabahah Facility Agreement.

“Initial Term Facilities” means the Initial Offshore Facility and the Initial Murabahah Facility.

“Insurance/Takaful Proceeds” has the meaning given to it in Clause 7.5 (Mandatory prepayment – Insurance/Takaful Proceeds)).

“Insurances/Takaful” means:

“Insurances/Takaful (DayOne Malaysia I)” means any insurance policy or takaful certificate obtained or taken out by DayOne Malaysia I in respect of the relevant Project.

“Insurances/Takaful (DayOne Malaysia II)” means any insurance policy or takaful certificate obtained or taken out by DayOne Malaysia II in respect of the relevant Project.

“Insurances/Takaful (DayOne Malaysia III)” means any insurance policy or takaful certificate obtained or taken out by DayOne Malaysia III in respect of the relevant Project.

“Intellectual Property” means:

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“Intercompany Loans/Advances” means the intercompany loans/advances granted or to be granted by (a) the Company to any DayOne Company and/or Additional Obligor, and (b) by any DayOne Company and/or Additional Obligor to the Company, from time to time.

“Intercreditor Deed” means the intercreditor deed dated on or about the Original Agreement Date and made between (1) the Company, (2) each DayOne Company, (3) the Offshore Financiers, (4) the Murabahah Financiers, (5) the Offshore Facility Agent, (6) the Murabahah Facility Agent, (7) the Security Agent, (8) the Common Terms Agent, (9) the BG Financiers and (10) the Hedge Counterparties, which expression shall, where the context so admits, include the Amendment and Restatement Deed (ICD) and any amendment(s) or variation(s) thereof and addition(s) thereto and any other instrument(s) executed supplemental thereto or in substitution thereof).

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 5.4 (Selection of Interest Periods and Profit Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 7.3 (Default interest) of the Offshore Facility Agreement.

“IT Load” means in relation to a Project, the amount of energy used by, or the data centre load consumed or dedicated to, equipment such as servers, storage equipment and communication switches and routers.

“KTP Plot 1 Facility” means the existing term loan facilities of up to [***] pursuant to the KTP Plot 1 Facility Agreement.

“KTP Plot 1 Facility Agreement” means the facility agreement dated 29 May 2024 [***].

“KTP Plot 1 Project” means the proposed development of a [***] square meters of data centre space comprising [***] data centre properties (Building [***]) with a total power capacity of [***] megawatts in Kempas Lama, Johor on the KTP Plot 1 Project Land.

“KTP Plot 2 Project” means the proposed development of a [***] square meters of data centre space comprising [***] data centre properties (Building [***]) with a total power capacity of [***]megawatts in Kempas Lama, Johor on the KTP Plot 2 Project Land.

“KTP Plot 3 Project” means the proposed development of a [***] square meters of data centre space comprising [***] data centre properties (Building [***]) with a total power capacity of [***] megawatts in Kempas Lama, Johor on the KTP Plot 3 Project Land.

“KTP Plot 1 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“KTP Plot 2 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

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“KTP Plot 3 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under part of the respective issue documents of title bearing particulars [***] Johor which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“Land Charges” means:

“Land Charge (KTP Plot 1 Project)” means the Malaysian law governed land charge dated on or about the First Utilisation Date and made between DayOne Malaysia II and the Security Agent in respect of the KTP Plot 1 Project Land.

“Land Charge (KTP Plot 2 Project)” means the Malaysian law governed land charge to be made between DayOne Malaysia II and the Security Agent in respect of the KTP Plot 2 Project Land.

“Land Charge (KTP Plot 3 Project)” means the Malaysian law governed land charge to be made between DayOne Malaysia II and the Security Agent in respect of the KTP Plot 3 Project Land.

“Land Charge (NTP Plot 1 Project)” means the Malaysian law governed land charge dated on or about the First Utilisation Date and made between DayOne Malaysia I and the Security Agent in respect of the NTP Plot 1 Project Land.

**“Land Charge (NTP Plot 2 Project)” **means the Malaysian law governed land charge dated on or about the First Utilisation Date and made between DayOne Malaysia I and the Security Agent in respect of the NTP Plot 2 Project Land.

**“Land Charge (NTP Plot 3 Project)” **means the Malaysian law governed land charge dated on or about the First Utilisation Date and between DayOne Malaysia III and the Security Agent in respect of the NTP Plot 3 Project Land.

“Land Charge (NTP Plot 4 Project)” means the Malaysian law governed land charge dated on or about the First Utilisation Date and made between DayOne Malaysia III and the Security Agent in respect of the NTP Plot 4 Project Land.

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“Land Charge (NTP Plot 5 Project)” means the Malaysian law governed land charge to be made between DayOne Malaysia I and the Security Agent in respect of the NTP Plot 5 Project Land.

“LEED” means the Leadership in Energy and Environmental Design, an internationally recognised green building rating and assessment method.

“Legal Reservations” means:

“Limitation Acts” means the Limitation Act 1959 and the Foreign Limitation Periods Act 2012 of Singapore.

“Loan” has the meaning given to the term in the Offshore Facility Agreement.

“LOI” means a letter of intent issued by a Whitelist Offtaker to the Company, a DayOne Company and/or an Additional Obligor in relation to such Whitelist Offtaker’s take up commitment of the IT Load of a relevant Project.

“Majority Joint Coordinators” means at least four (4) out of the seven (7) Joint Coordinators and in the case where two (2) Joint Coordinators are from the same banking group, such two (2) Joint Coordinators shall be treated and deemed as one (1) Joint Coordinator.

“Majority Total Term Financiers” means:

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“Material Adverse Effect” means a material adverse effect on or a material adverse change in:

“Material Contracts” means:

“Material Contracts (DayOne Malaysia I)” means any main construction contracts, power supply agreements and equipment supply agreements in relation to the Projects entered into by DayOne Malaysia I and which expression includes any amendments and supplemental agreements entered into thereof.

“Material Contracts (DayOne Malaysia II)” means any main construction contracts, power supply agreements and equipment supply agreements in relation to the Projects entered into by DayOne Malaysia II and which expression includes any amendments and supplemental agreements entered into thereof.

“Material Contracts (DayOne Malaysia III)” means any main construction contracts, power supply agreements and equipment supply agreements in relation to the Projects entered into by DayOne Malaysia III and which expression includes any amendments and supplemental agreements entered into thereof.

“Minimum FSRA Amount” means:

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“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“MOU” means a memorandum of understanding entered into between the Company, any DayOne Company and/or any Additional Obligor with a Whitelist Offtaker in relation to such Whitelist Offtaker’s take up commitment of the IT Load of a relevant Project.

“Murabahah Contract” shall have the meaning given to it in the Murabahah Facility Agreement.

“Murabahah Facility” means collectively, the Initial Murabahah Facility and the Upsize Murabahah Facility granted to the Company and the DayOne Companies by the Murabahah Financiers based on the Shariah principle of commodity *Murabahah *(via a *Tawarruq *arrangement) pursuant to the Murabahah Facility Agreement and if the accordion option is exercised pursuant to the Murabahah Facility Agreement, the Murabahah Facility shall include the Accordion Facility.

“Murabahah Facility Agreement” means the murabahah facility agreement dated on or about the Original Agreement Date between, inter alia, (1) the Company, (2) each DayOne Company, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators, (6) the Murabahah Financiers and (7) the Murabahah Facility Agent, which expression shall, where the context so admits, include the Amendment and Restatement Deed (MFA) and any amendment(s) or variation(s) thereof and addition(s) thereto and any other instrument(s) executed supplemental thereto or in substitution thereof).

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“Murabahah Financier” means:

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement or other Finance Documents.

“Natural Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

“NCP” means a partner who offers hosted software and hardware services in a cloud or managed services model to end-user customers leveraging products of NVIDIA.

“NTP Plot 1 Facility” means the existing term loan facilities of [***] pursuant to the NTP Plot 1 Facilities Agreement.

“NTP Plot 1 Facilities Agreement” means the facility agreement dated 10 July 2023 [***] and any other supplemental agreements and amendment documents.

“NTP Plot 1 Project” means the [***] square meters with power capacity of [***] megawatts of [***] in Nusajaya, Johor, on the NTP Plot 1 Project Land.

“NTP Plot 1 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NTP Plot 2 Facility” means the short term loan of [***] granted to DayOne Malaysia I pursuant to the NTP Plot 2 Facility Agreement.

“NTP Plot 2 Facility Agreement” means the facility agreement dated 9 December 2024 [***] and any other supplemental agreements and amendment documents.

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“NTP Plot 2 Project” means the two (2) data centre properties comprising:

in Nusajaya, Johor, on the NTP Plot 2 Project Land.

“NTP Plot 2 Project Land” means all that piece of freehold land measuring approximately [***], and held under issue document of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NTP Plot 3 and 4 Facility” means the short term loan facility of [***] to the NTP Plot 3 and 4 Facility Agreement.

“NTP Plot 3 and 4 Facility Agreement” means the facility agreement dated 18 October 2024 made between, [***] and any other supplemental agreements and amendment documents.

“NTP Plot 3 Project” means the proposed development of a [***] square meters data centre property with a power capacity of [***] megawatts [***] Nusajaya, Johor on the NTP Plot 3 Project Land.

“NTP Plot 3 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***], which expression shall include the Building, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NTP Plot 4 Project Land” means all those pieces of freehold land measuring approximately [***] hectares, and held under part of the issue document of title bearing particulars [***], which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NTP Plot 4 Project – Phase 1” means the proposed development of a [***] square meters data centre property with a total power capacity of [***] in Nusajaya, Johor on the NTP Plot 4 Project Land.

“NTP Plot 4 Project – Phase 2” means the proposed development of [***] square meters data centre properties comprising [***] [***] with a total power capacity of [***] megawatts on the NTP Plot 4 Project Land.

“NTP Plot 5 Project” means the proposed development of [***] square meters of data centre space comprising [***] with a total power capacity of [***] megawatts in Nusajaya, Johor on the NTP Plot 5 Project Land.

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“NTP Plot 5 Project Land” means all those pieces of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***], which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NVIDIA” means Nvidia Corporation a multinational corporation and technology company headquartered in Santa Clara, California and incorporated in Delaware in the United States of America.

“Obligor” means the Company, a DayOne Company, the DayOne Parent or any Additional Obligor, and “Obligors” shall be construed accordingly.

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.4 (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the US Department of Treasury.

“Offshore Facility” means collectively, the Initial Offshore Facility and the Upsize Offshore Facility granted to the Company and the DayOne Companies by the Offshore Financiers pursuant to the Offshore Facility Agreement and if the accordion option is exercised pursuant to the Offshore Facility Agreement, the Offshore Facility shall include the Accordion Facility.

“Offshore Facility Agreement” means the offshore facility agreement dated on or about the Original Agreement Date between (1) the Company, (2) the DayOne Companies, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators; (6) the Offshore Financiers, (7) the Offshore Facility Agent and (8) the Hedge Counterparties which expression shall, where the context so admits, include the Amendment and Restatement Deed (OFA) and any amendment(s) or variation(s) thereof and addition(s) thereto and any other instrument(s) executed supplemental thereto or in substitution thereof).

“Offshore Financier” means:

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement or other Finance Documents.

“Original Agreement Date” means 15 May 2025.

“Original Finance Party” means an Original Offshore Financier or an Original Murabahah Financier.

“Original Financial Statements” means:

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“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filings, endorsements, notarisation, stampings, translations and/or notifications in respect of the Security Documents as specifically referred to in any legal opinion delivered pursuant to this Agreement.

“Permitted Disposal” means any sale, lease, transfer or other disposal:

provided always that no Event of Default has occurred or would occur, or any financial covenants set out under Clause 15 (Financial covenants) is breached or would be breached, following such sale, lease, transfer or disposal.

“Permitted Distribution” means:

30

“Permitted Financial Indebtedness” means:

31

“Permitted Guarantee” means:

“Permitted Security” means:

excluding in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;

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“Pipeline Project” means a project as may be agreed by the Company and the Majority Joint Coordinators.

“Pipeline Project Costs” means the total development cost in respect of a Pipeline Project.

“Professional Consultants” means the requisite professional consultant or experts which shall include, but not limited to, the Quantity Surveyor, the main contractor, the project manager or any such experts as may be required in relation to the Projects and as approved by the Common Terms Agent (acting upon the instructions of the Majority Total Term Financiers).

“Profit Period” means, in relation to a Disbursement, each period determined in accordance with Clause 5.4 (Selection of Interest Periods and Profit Periods).

“Project Accounts” means:

“Project Account (Company)” means:

“Project Account (DayOne Companies)” means collectively:

“Project Account (DayOne Malaysia I)” means:

33

“Project Account (DayOne Malaysia II)” means:

“Project Account (DayOne Malaysia III)” means:

“Project Account (DayOne Parent)” means the USD-denominated account opened and maintained or to be opened and maintained by the DayOne Parent with [***] and designated as such.

“Project Cost” means in respect of the relevant Development Project:

“Project Cost (NTP Plot 3 Project)” means the total development cost in respect of NTP Plot 3 Project being [***] comprising the following:

34

subject to the final figures to be confirmed by the Quantity Surveyor and notified in writing by the Company to the Common Terms Agent.

“Project Cost (NTP Plot 4 Project – Phase 1)” means the total development cost in respect of NTP Plot 4 Project – Phase 1 being [***] comprising the following:

subject to the final figures to be confirmed by the Quantity Surveyor and notified in writing by the Company to the Common Terms Agent.

“Project Cost (NTP Plot 4 Project – Phase 2)” means the total development cost in respect of NTP Plot 4 Project – Phase 2 being [***] comprising the following:

subject to the final figures to be confirmed by the Quantity Surveyor and notified in writing by the Company to the Common Terms Agent.

“Project Cost (NTP Plot 5 Project)” means the total development cost in respect of NTP Plot 5 Project being [***] comprising the following:

subject to the final figures to be confirmed by the Quantity Surveyor and notified in writing by the Company to the Common Terms Agent.

“Project Cost (KTP Plot 1 Project)” means the total development cost in respect of KTP Plot 1 Project being [***] comprising the following:

subject to the final figures to be confirmed by the Quantity Surveyor and notified in writing by the Company to the Common Terms Agent.

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“Project Cost (KTP Plot 2 Project)” means the total development cost in respect of KTP Plot 2 Project being [***] comprising the following:

subject to the final figures to be confirmed by the Quantity Surveyor and notified in writing by the Company to the Common Terms Agent.

“Project Cost (KTP Plot 3 Project)” means the total development cost in respect of KTP Plot 3 Project being [***] comprising the following:

subject to the final figures to be confirmed by the Quantity Surveyor and notified in writing by the Company to the Common Terms Agent.

“Projected Drawdown/Disbursement Schedule” means the initial drawdown/disbursement schedule in respect of the Facilities submitted to the Common Terms Agent, as may be amended by the Company and/or each DayOne Company from time to time and agreed by the Common Terms Agent (acting on the instruction of the Majority Total Term Financiers).

“Projects” means collectively:

“Project Value” means in respect of a Project:

“Quantity Surveyor” means Northcroft Lim Perunding Sdn. Bhd. or such other independent quantity surveyor acceptable to the Common Terms Agent (acting on the instructions of all the Total Term Financiers acting reasonably).

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“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Assets.

“Related Fund”, in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means, in relation to an Obligor:

“Repeating Representations” means each of the representations set out in Clauses 13.1 (Status) to Clause 13.6 (Governing law and enforcement) inclusive, paragraph (a) of Clause 13.9 (No default), Clause 13.10 (No misleading information) (save for representations relating to projections or projected information), Clause 13.11 (Financial statements), Clause 13.13 (Pari passu ranking) to Clause 13.15 (Authorised signatures), Clause 13.19 (Good title to assets), Clause 13.22 (Sanctions) and Clause 13.23 (Anti-corruption laws).

“Restricted Party” means a person that is:

“Review Event” means an event where a written notification from any Finance Party or Obligor is issued to the Common Terms Agent (whom shall promptly notify the Offshore Facility Agent and the Murabahah Facility Agent, which in turn shall notify all the parties in respect of the Finance Documents), upon such party becoming aware that any of the following conditions is not satisfied or is breached:

37

“Review Event Cure Period” means a period of 6 Months from the date of the written notification from the Common Terms Agent to the Company and each DayOne Company informing that a Review Event has occurred or if extended subject to the following conditions, a further 6 Months (upon the expiry of the original 6 Months):

“RFR Banking Day” means any day other than:

“RM FSRA” means the Shariah compliant Ringgit Malaysia-denominated finance service reserve account opened and maintained by the Company with the applicable Account Bank and designated as such.

“Sanctioned Country” means at any time, a country or territory which is the subject or target of any comprehensive or country-wide or territory-wide Sanctions, including but not limited to North Korea, Iran, Syria, Cuba, Crimea region of the Ukraine and Israel.

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

“Sanctions Authority” means each of the institutions referred to in paragraph (h) of the definition of “Sanctions”.

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“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the US Department of Treasury, the UK Sanctions List maintained by Foreign, Commonwealth & Development Office, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

“Secured Party” means a Finance Party, a Receiver or any Delegate.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Documents” means:

“Security Margin Ratio” means at any time, the ratio of the Total Principal Outstanding to the Security Value (expressed as a percentage) at that time.

“Security Value” means the aggregate of the following:

“Selection Notice” means a notice substantially in the form set out in Schedule 5 (Selection Notice).

“Service Agreements” means:

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“Service Agreements (DayOne Malaysia I)” means any service agreements in respect of a Project including but not limited to, any co-location service agreement(s) that DayOne Malaysia I has entered into with any Whitelist Offtaker and any guarantees issued in favour of DayOne Malaysia I under or pursuant to any such service agreements, and which expression includes any amendments and supplemental agreements entered into thereof.

“Service Agreements (DayOne Malaysia II)” means any service agreements in respect of a Project including but not limited to, any co-location service agreement(s) that DayOne Malaysia II has entered into with any Whitelist Offtaker and any guarantees issued in favour of DayOne Malaysia II under or pursuant to any such service agreements, and which expression includes any amendments and supplemental agreements entered into thereof.

“Service Agreements (DayOne Malaysia III)” means any service agreements in respect of a Project including but not limited to, any co-location service agreement(s) that DayOne Malaysia III has entered into with any Whitelist Offtaker and any guarantees issued in favour of DayOne Malaysia III under or pursuant to any such service agreements, and which expression includes any amendments and supplemental agreements entered into thereof.

“Share Charge” means the charge over shares made or to be made between the Company and the Security Agent, whereby the Company has charged or shall charge in favour of the Security Agent all of the issued shares of each of the DayOne Companies and if applicable, any Additional Obligor, held by the Company.

“Shariah Advisers” means **MAYBANK ISLAMIC BERHAD **(Registration No. 200701029411 (787436-M)) and **OCBC AL-AMIN BANK BERHAD **(Registration No. 200801017151 (818444-T)).

“SIAC Rules” has the meaning given to such term in Clause 31.1 (Arbitration).

“Subordinated Indebtedness” means all and any sums, obligations and liabilities which are now or may hereafter become owing/due and payable or incurred by the Company and each DayOne Company (in each case, whether alone or jointly, or jointly or severally, with any other person, whether actually or contingently and whether as principal or surety or in any other capacity) to the Subordination Party including, without limitation, (in each case) all claims, rights, remedies and/or proceeds in respect thereof which the Subordination Party has subordinated or which will be subordinated pursuant to and under and in accordance with the terms of the Subordination Deed.

“Subordination Deed” means the deed made or to be made between the Company, each DayOne Company, the Subordination Party and the Security Agent whereby the Subordination Party’s rights under the Subordinated Indebtedness are subordinated to the respective rights and claims of the Total Term Financiers under or in connection with the Facilities and the Finance Documents.

***“Subordination Party” ***means DayOne Singapore, the DayOne Parent and any other member of the Group which is a party to the Subordination Deed or accedes as a party to the Subordination Deed in accordance with the provisions of the Subordination Deed.

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

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and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or charges payable in connection with any failure to pay or any delay in paying any of the same) by an Obligor.

“Total Commitment” means at any time the aggregate of the Commitments under each Facility, being US Dollars Four Billion and One Hundred Million (USD4,100,000,000) and Ringgit Malaysia Thirteen Billion (RM13,000,000,000) at the Original Agreement Date and which may be increased pursuant to an accordion increase in accordance with the Offshore Facility Agreement and the Murabahah Facility Agreement respectively.

“Total Principal Outstanding” means the total principal amounts outstanding under the Facilities.

“Total Term Financiers” means collectively, the Offshore Financiers and the Murabahah Financiers.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Transfer Certificate) or any other form agreed between the Common Terms Agent, the Offshore Facility Agent, the Murabahah Facility Agent and the Company.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Treasury Transactions” means any derivative transaction, including, any derivative transaction structured in accordance with Shariah principles, entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Upsize Facilities” means collectively, the Upsize Offshore Facility and the Upsize Murabahah Facility.

“Upsize Offshore Facility” means the US Dollar Two Billion and Four Hundred Million (USD2,400,000,000) term loan facility granted to the Company and the DayOne Companies by the Offshore Financiers.

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“Upsize Murabahah Facility” means the Ringgit Malaysia Five Billion and Five Hundred Million (RM5,500,000,000) term financing-i facility granted to the Company and the DayOne Companies by the Murabahah Financiers.

“US” means the United States of America.

“US Tax Obligor” means:

“USD FSRA” means the USD-denominated finance service reserve account opened and maintained by the Company with the applicable Account Bank and designated as such.

“Utilisation” means a utilisation made or to be made under the Offshore Facility or the Murabahah Facility.

“Utilisation Date” means the date of a Utilisation.

“Utilisation Request” means a notice substantially in the form set out in Schedule 4 (Utilisation Request).

“WGDH Preference Shares” means the redeemable non-convertible cumulative preference shares to be issued by the Company to [***] or any other third party shareholder.

“Whitelist Offtaker” means any of the following companies:

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in each case, include any of their Affiliates, and any other companies as acceptable to the Majority Total Term Financiers.

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For purposes of determination or computation of any amount under a Finance Document (other than a Hedging Agreement) relating to a Utilisation, and a voluntary cancellation and the determination or computation of ‘Majority Total Term Financiers’ (save and except for the purpose under Clause 18.14 (Acceleration)), the Agreed FX Rate shall be used.

In this Agreement:

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Any reference in this Agreement to an action of the Common Terms Agent shall be construed as a reference to the Common Terms Agent acting on the instructions of the Offshore Facility Agent and the Murabahah Facility Agent in accordance with the provisions of this Agreement. For the avoidance of doubt, the Common Terms Agent, the Offshore Facility Agent and the Murabahah Facility Agent shall acquire the same rights and assume the same obligations amongst themselves under this Agreement.

The Parties acknowledge and agree that a failure to perform or comply with:

(together, being the “Green Provisions”) may give rise to the Utilisations advanced under this Agreement no longer being deemed in compliance with Green Loan/Financing Principles but that such failure to perform or comply with a Green Provision shall not give rise to a Default or an Event of Default nor shall any Finance Party have any rights or remedies against any Obligor as a result.

Unless the contrary intention appears:

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**SECTION 2 **

**THE FACILITIES **

Subject to the terms of the Finance Documents:

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_Accordion Increase Accession Agreement _

_Accordion Financiers _

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and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Request and Selection Notice) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

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The Company and/or each DayOne Company shall apply all amounts utilised under the Facilities towards the following purposes:

and for the purposes of paragraphs (a), (b), (c), (d) and (e) above, at least RM8,000,000,000 (or its equivalent) borrowed/financed under the Facilities shall substantially be applied in accordance with the Green Loan/Financing Principles Memorandum.

No Finance Party is bound to monitor or verify the application of any amount utilised pursuant to the Finance Documents.

The Company and/or each DayOne Company may not deliver a Utilisation Request unless each of the Common Terms Agent, the Offshore Facility Agent and the Murabahah Facility Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions PRECEDENT) in form and substance satisfactory to the Common Terms Agent (acting upon the instructions of the Offshore Facility Agent and the Murabahah Facility Agent). The Common Terms Agent shall notify the Company and the Finance Parties promptly upon the Common Terms Agent being so satisfied.

The Total Term Financiers in respect of a Facility will only be obliged to fund a Utilisation if:

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