Purchase And Sale Agreement And Joint Escrow Instructions

Exhibit 10.41

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this " Agreement" ) is made and entered into as of January 25, 2007, by and among ROSE VENTURES II, INC., a California corporation (" Seller" ), and EQUINIX, INC., a Delaware corporation (" Buyer" ).

R E C I T A L S

A. Seller is the owner of the " Property" (defined below), which consists principally of an approximately 133,500 square foot building, and is located in the City of San Jose, Santa Clara County (the " County" ), State of California, having a street address of 11 Great Oaks Boulevard. B. Buyer is currently the lessee (" Lessee" ) under that certain Commercial Lease Agreement with Seller, as lessor, dated June 10, 1999 (as amended, the " Existing Lease" ).

C. Buyer desires to purchase and Seller desires to sell the Property on the terms and conditions hereinafter documented.

NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, it is hereby agreed as follows:

1. Purchase and Sale . Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property on the terms and conditions hereinafter set forth.

1.1 Property . As used herein, the " Property" means, collectively, all right, title and interest of Seller in and to (a) that certain land described in Exhibit " A" , together with all easements, rights-of-way, and appurtenances benefiting such land (the " Land" ), (b) all improvements, structures and fixtures now or on the " Closing Date" (as hereinafter defined) located upon the Land (the " Improvements" ), (c) all tangible personal property now or on the Closing Date located on or used in connection with the Land and Improvements (the " Personal Property" ), and (d) the Existing Lease and all " Service Agreements" (as hereinafter defined), and to the extent assignable, governmental permits, licenses and approvals, warranties and guarantees that Seller has received in connection with any work or services performed with respect to, or equipment installed in, the Improvements or the Land, tenant lists, advertising material, telephone exchange numbers and other intangible personal property related to the Land, Improvements or Personal Property (the " Intangible Property" ). 2. Purchase Price . The purchase price (the " Purchase Price" ) for the Property shall be Sixty-Five Million Dollars ($65,000,000). If, however, Seller elects to exercise its option to convey the Property in up to three separate installments pursuant to Section 5 below, then the purchase price (the " Installment Purchase Price" ) for such installment shall be a percentage of the Purchase Price equal to the tenancy in common percentage undivided interest in the Property being conveyed to Buyer.


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3. Payment of Purchase Price . The Purchase Price shall be paid to Seller by Buyer as follows:

3.1 Escrow Deposit . Within three (3) business days after the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the " Deposit" ) to First American Title Insurance Company, at its offices at 1737 N. First Street, San Jose, California, Attention: Bill Perry, which company, in its capacity as escrow holder hereunder, is called " Escrow Agent" . The Deposit, together with all interest earned thereon, is referred to herein as the " Escrow Deposit" . If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the " Final Closing" ). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier' s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the " Go Hard Notice" (as defined below), prior to the expiration of the " Due Diligence Period" (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit " C" , shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (" Approved Investments" ): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as " Nations Treasury Reserves - Daily Shares (symbol NTRDX)" , or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.

3.2 Closing Payment . The Purchase Price (or Installment Purchase Price, as applicable), as adjusted by the application of the Escrow Deposit and by the prorations and credits specified herein, shall be paid to Escrow Agent by wire transfer of immediately available federal funds (through the escrow described in Section 5.1) on each " Closing Date" (as defined below) (the amount to be paid under this Section 3.2 being herein called a " Closing Payment" ).

4. Conditions Precedent . The obligation of Buyer to purchase, and Seller to sell the Property or any " Designated Portion" (as defined below) as contemplated by this Agreement is subject to satisfaction of each of the following respective conditions precedent (any of which may be waived prior to the applicable closing only in writing and only by the party in whose favor such condition exists) on or before the applicable date specified for satisfaction of the applicable condition. If any of such conditions is not fulfilled (or so waived in writing) pursuant to the terms of this Agreement, then the party in whose favor such condition exists may terminate this Agreement and, in connection with any such termination made in accordance with this Section 4, Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations and liabilities which, pursuant to the terms of this Agreement, survive such termination [and without


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releasing any party for a breach or default occurring prior to such termination]), and the Escrow Deposit shall be disposed of in accordance with Section 9.

4.1 Title Matters . 4.1.1 Title Report . Seller has delivered to Buyer a copy of a preliminary title report (" Preliminary Title Report" ) dated December 19, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the " Title Company" ). If Buyer delivers the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule " B" of the Preliminary Title Report and any items disclosed by any survey (the " Survey" ) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the " Additional Exceptions" ) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer' s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (" Applicable Disapproval Date" ) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer' s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any " Seller Encumbrances" (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller' s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

4.1.2 Title Contingency . A condition precedent to Buyer' s obligation to purchase the Property (or the " Designated Portion" (as defined below) as applicable) shall be the irrevocable and unconditional written agreement of Title Company to record the " Deed" (defined below) on the applicable Closing Date and to issue to Buyer effective as of the date and time the deed is recorded, an ALTA Form B (1970, amended 10/17/70, or if the 1970, amended 10/17/70, form is not available, the 1970 form with 1984 amendment and, if that is not available, the 1992 form with no creditors' rights exclusion and no arbitration) extended coverage owner' s title insurance policy (" Owner' s Policy" ), or equivalent form acceptable to Buyer, without a creditor' s rights exclusion or including an endorsement eliminating the creditor' s rights exclusion, with coverage in the amount of the Purchase Price or the applicable Installment Purchase Price (or such greater amount, up to the total anticipated cost of acquisition, development and construction of the Property, as Buyer may elect) and dated as of the date and time the applicable Deed is recorded, indicating title to the Land (including any easements described herein for the benefit of the Property) and Improvements to be vested of record in Buyer, subject solely to the " Permitted Exceptions" (as hereinafter defined), and including the " Title Endorsements" (as hereinafter defined). As used herein: " Permitted Exceptions" means the following: (1) the lien of any real estate taxes and assessments for the " Current Tax Year" (as defined below) and subsequent periods, provided that the same are prorated in accordance with this Agreement; and (2) such other matters set forth in the Preliminary Title Report or Survey which are approved or deemed approved by Buyer during the Due Diligence Period (or by the Applicable Disapproval Date with respect to any Additional Exception).


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" Title Endorsements" means the endorsements included in any title commitment or proforma or specimen policy issued by the Title Company on or prior to the expiration of the Due Diligence Period (or by the Applicable Disapproval Date with respect to any Additional Exception). 4.2 Due Diligence Reviews . Except for title matters (which shall be governed by the provisions of Section 4.1 above), Buyer shall have until 11:59 a.m. (Pacific time) on February 1, 2007 (the period beginning on the date hereof and ending on such date being herein called the " Due Diligence Period" ) within which to perform and complete all of Buyer' s due diligence examinations, reviews and inspections of all documents listed in Exhibit " D" attached hereto, and all matters pertaining to the Property, including all leases and service contracts, all physical, environmental and compliance matters and conditions respecting the Property, copies of Seller' s insurance policies, copies of Seller' s financial and operating statements, but excluding any confidential information; provided, however, in the case of any confidential information that would be material to an institutional investor in deciding whether to purchase the Property, Seller shall notify Buyer in writing of the existence of the same and shall either (1) give Buyer the right to terminate this Agreement or (2) disclose the same to Buyer on the condition that Buyer execute a confidentiality agreement reasonably satisfactory to Buyer and Seller. During the Due Diligence Period, Seller shall provide Buyer with reasonable access to the Property and its files (and the files of the engineer, architect, land use counsel, and other consultants and professionals engaged by Seller in connection with the Property) relating to the Property (excluding confidential information, except as aforesaid) upon reasonable advance notice and shall also provide to Buyer copies of such leases and service contracts and other contracts as Buyer shall reasonably request, all upon reasonable advance notice. Furthermore, Seller shall not unreasonably withhold its consent to any physically invasive testing desired by Buyer in connection with such inspections of the Property. If, on or before the expiration of the Due Diligence Period, Buyer elects to continue with the purchase of the Property, Buyer shall deliver to Seller a notice expressing its interest to go forward with such purchase (the " Go Hard Notice" ). If Buyer does not deliver the Go Hard Notice to Seller prior to the expiration of the Due Diligence Period, then Buyer' s obligations under this Agreement (and this Agreement) shall terminate and Escrow Agent shall immediately return the full Escrow Deposit to Buyer. 4.2.1 Indemnity; Review Requirements . Buyer will and does hereby indemnify, defend, and hold Seller and the Property harmless from and against any mechanics' liens, personal injury (including death) or physical property damage (or any liability, damage, loss, cost or expense resulting therefrom), and reasonable attorneys fees and costs incurred by Seller defending against the same, caused by Buyer in the conduct of its due diligence examinations, reviews and inspections (other than that arising from the discovery of preexisting conditions). The foregoing obligation shall survive any termination of this Agreement. In the event of any termination hereunder (other than by reason of Seller' s default), Buyer shall return all documents and other materials furnished by Seller hereunder and at Seller' s written request, Buyer shall promptly deliver


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to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party. Prior to Closing, Buyer shall maintain the confidentiality of all information or data received from Seller in connection with any of the inspections, reviews or examinations; provided , however , that (x) such information or data may be disclosed by Buyer as Buyer may reasonably determine for its own valid business purposes, and (y) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction).

4.3 Performance by Seller . The performance and observance, in all material respects, by Seller of all covenants and agreements of this Agreement to be performed or observed by Seller prior to or on the Closing Date shall be a condition precedent to Buyer' s obligation to purchase the Property. Without limitation on the foregoing, in the event that the " Seller Closing Certificate" (as defined below) shall disclose any material exception to the representations and warranties of Seller contained in this Agreement or any certificate delivered by Seller in connection herewith which are not otherwise permitted or contemplated by the terms of this Agreement, then Buyer shall have the right to terminate this Agreement upon prior written notice to Seller. 4.4 Performance by Buyer . The performance and observance, in all material respects, by Buyer of all covenants and agreements of this Agreement to be performed or observed by Buyer prior to or on the Closing Date shall be a condition precedent to Seller' s obligation to sell the Property. Without limitation on the foregoing, in the event that the " Buyer Closing Certificate" (as defined below) shall disclose any material exception to the representations and warranties of Buyer contained in this Agreement or any certificate delivered by Buyer in connection herewith which are not permitted or contemplated by the terms of this Agreement, then Seller shall have the right to terminate this Agreement upon prior written notice to Buyer.

5. Closing Procedure . The sale and purchase of the entire Property shall be consummated on or before November 30, 2007 (the " Outside Closing Date" ). Notwithstanding the foregoing, Seller shall have the right to elect to convey tenancy in common interests (each a " Designated Portion" ) to Buyer in such percentages (each a " Designated Percentage" ) to be determined by Seller upon thirty (30) days advance written notice to Buyer; provided that in all events (a) the entire Property shall be conveyed to Buyer on or prior to the Outside Closing Date, and (b) Seller shall convey the Property in no more than three (3) such conveyances. If Seller elects to sell the Property in installments, then the closing date for each portion of the Property sold shall be thirty (30) days after the date of such notice; provided that Seller shall have the one-time right upon fifteen (15) days prior written notice prior to a then-scheduled Closing to cancel such planned Closing (with such cancellation only effecting the date of such conveyance, not Seller' s obligation to convey all of the Property to Buyer on or prior to the Outside Closing Date). The date on which the Property or any Designated Portion is conveyed to Buyer is referred to as the " Closing Date" .

5.1 Escrow . On or before 2:00 p.m. Pacific time on the applicable Closing Date, the parties shall deliver to Escrow Agent the following: (1) by Seller, a duly executed and acknowledged original grant deed (each a " Deed" ) in the form of Exhibit " F" , and (2) by Buyer, the Closing Payment in immediately available federal funds. If the Closing Payment is received on the Closing Date but after 2:00 p.m. Pacific time, then the Closing Date shall be changed to the next business day. Such delivery shall be made pursuant to this Agreement and any supplemental escrow


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instructions (" Supplemental Escrow Instructions" ). The conditions to the closing of such escrow shall include the Escrow Agent' s receipt of the Closing Payment and a notice from each of Buyer and Seller authorizing Title Company to close the transactions as contemplated herein (each of Buyer and Seller being obligated to deliver such authorization notice on the Closing Date as soon as it is reasonably satisfied that the other party is in a position to deliver the items to be delivered by such other party under Section 5.2 below). 5.2 Delivery to Parties . Upon the satisfaction of the conditions set forth in the Supplemental Escrow Instructions, then (x) the Deed shall be delivered to Buyer by Escrow Agent depositing the same for recordation, (y) the Closing Payment (and, if applicable, the Escrow Deposit) shall be delivered by Escrow Agent to Seller and (z) on the Closing Date, the following items shall be delivered:

5.2.1 Seller Deliveries . Seller shall deliver to Buyer the following:

(a) A duly executed bill of sale, assignment and assumption agreement (" Assignment and Assumption Agreement" ) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit " G" (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property);

(b) A duly executed certificate of Seller (the " Seller Closing Certificate" ) in the form of Exhibit " H" updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto;

(c) A duly executed certificate of " non-foreign" status in the form of Exhibit " I" from Seller and any required state withholding or non-foreign status certificate;

(d) On the first Closing Date, a duly executed tenancy in common agreement (the " TIC Agreement" ) from Seller in the form of Exhibit " J" ; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the " Memorandum of TIC Agreement" ) from Seller in the form of Exhibit " K" ;

(f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller' s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all
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