EX-4.3



 Exhibit 4.3 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE
SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR,
IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 

 
 WARRANT TO PURCHASE STOCK 

Company: ETSY, Inc., a Delaware corporation 
 Number of Shares: As set forth below

 Class of Stock: Series C Convertible Preferred Stock, $0.001 par value per share 

Warrant Price: $2.67, subject to adjustment 
 Issue
Date:      November 15, 2007 
 Expiration Date: November 14, 2017 

			
	Credit Facility:	 	 This Warrant is issued in connection with that certain Loan and Security Agreement of even date herewith between Silicon Valley Bank and the Company
(the “Loan Agreement”).


 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley
Bank, together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, is referred to hereinafter as “Holder”) is entitled to purchase the number of fully paid and nonassessable
shares (the “Shares”) of the class of securities (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant,
subject to the provisions and upon the terms and conditions set forth in this Warrant. 

A.        Number of Shares.      This Warrant shall be
exercisable for the Initial Shares, plus the Additional Shares (if any). 

(1)        Initial
Shares.            As used herein, “Initial Shares” means 16,854 shares of the Class; 

(2)        Additional Shares.      This Warrant shall
automatically become exercisable for the Additional Shares, if at all, on and as of such date (if any) that Bank (as defined in the Loan Agreement) makes an Equipment Advance (as defined in the Loan Agreement) in excess of $500,000 of Equipment
Advances in the aggregate. As used herein, “Additional Shares” means such number of additional shares of the Class as shall equal (a) $25,000, divided by (b) the Warrant Price in effect on and as of the date of such Equipment
Advance. 
 (3) As used herein, “Shares” shall mean the Initial Shares together with the Additional Shares (if any) for
which this Warrant becomes exercisable in accordance with paragraph A(2) above. 







 ARTICLE 1. EXERCISE. 

1.1      Method of Exercise.    Holder may exercise this Warrant by delivering
the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder
shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 

1.2      Conversion Right.  In lieu of exercising this Warrant as specified in Article
1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant
minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3. 

1.3      Fair Market Value.  If the Company’s common stock is traded in a public
market and the Shares are common stock, the fair market value of a Share shall be the closing price of a share of common stock reported for the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the
Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering (“IPO”), the “price to public” per share price specified in the final prospectus
relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for
the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the IPO, the initial “price to
public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is
not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 

1.4      Delivery of Certificate and New Warrant.  Promptly after Holder exercises or
converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has
not expired, a new Warrant representing the Shares not so acquired. 
 1.5      Replacement of
Warrants.    On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 

  
 2 








 1.6      Treatment of Warrant Upon Acquisition of
Company. 
 1.6.1    “Acquisition”.        For the
purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, merger or sale of outstanding capital stock of the Company
where the holders of the Company’s securities before the transaction beneficially own less than a majority of the outstanding voting securities of the surviving entity after the transaction. 

1.6.2    Treatment of Warrant at Acquisition. 

A)        Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in which
the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder
elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as
the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

B)        Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an
“arms length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall
exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue
until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

C)        Upon the closing of any Acquisition other than those particularly described in subsections
(A) and (B) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the
unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 

As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten percent (10%) or more
of the stock of Company, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as
applicable. 

  
 3 








 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1      Stock Dividends, Splits, Etc.  If the Company declares or pays a dividend on
the outstanding shares of the Class payable in common stock or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would
have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares or takes any other action
which increase the amount of common stock into which the one share of the Class is convertible, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the
outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 

2.2      Reclassification, Exchange, Combinations or Substitution.  Upon any
reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of
this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall
include, without limitation, any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Articles or Certificate (as
applicable) of Incorporation. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as
a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon
exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 

2.3      Adjustments for Diluting Issuances.    The number of shares of common
stock issuable upon conversion of the Shares shall be subject to adjustment, from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date
of any such required adjustment. The provisions set forth for the Class in the Company’s Articles or Certificate (as applicable) of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived,
without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares
of the Class. 
 2.4      No Impairment.    The Company shall not, by
amendment of its Articles or Certificate (as applicable) of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at 

  
 4 








 
all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this
Article against impairment. 
 2.5      Fractional Shares.  No fractional Shares shall
be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share. 

2.6      Certificate as to Adjustments.    Upon each adjustment of the Warrant
Price, Class and/or number of Shares, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price, Class and number of Shares in effect upon the date thereof and the series of
adjustments leading to such Warrant Price, Class and number of Shares. 
 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1      Representations and Warranties.  The Company represents and warrants to, and
agrees with, the Holder as follows: 
 (a)        The initial Warrant Price referenced on the
first page of this Warrant is not greater than the price per share at which shares of the same class and series as the Shares were last issued in an arms-length transaction in which at least $500,000 of such shares were sold. 

(b)        All Shares which may be issued upon the exercise of the purchase right represented
by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer
provided for herein or under applicable federal and state securities laws. 
 (c)        The
Company’s capitalization table attached hereto as Schedule 1 is true and complete as of the Issue Date. 

3.2      Notice of Certain Events.  If the Company proposes at any time (a) to
declare any dividend or distribution upon the outstanding shares of the same class and series as the Shares, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription or sale
pro rata to the holders of the outstanding shares of the same class and series as the Shares any additional shares of any class or series of the Company’s stock; (c) to effect any reclassification, reorganization or recapitalization of any
of its stock; (d) to effect an Acquisition or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash, then,
in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on


  
 5 








 
which the holders of shares of the same class and series as the Shares will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and
(d) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of shares of the same class
and series as the Shares will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given
to the holders of such registration rights. 
 3.3        Registration Under Securities
Act of 1933, as amended.    The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” and S-3
registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Company’s Investor Rights Agreement or similar agreement relating to piggyback and S-3
registration rights in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects such piggyback and S-3 registration rights associated with
the Shares in the same manner as such amendment, modification, or waiver affects the piggyback and S-3 registration rights associated with all other shares of the same series and class as the Shares granted to the Holder. 

3.4        No Shareholder Rights.    Except as provided in this
Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant. 

3.5        Certain Information.    The Company agrees to provide
Holder at any time and from time to time with such information as Holder may reasonably request for purposes of Holder’s compliance with regulatory, accounting and reporting requirements applicable to Holder. 

ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.    The Holder represents and warrants to the Company as follows: 

4.1        Purchase for Own Account.  This Warrant and the securities to be
acquired upon exercise of this Warrant by Holder will be acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents
that it has not been formed for the specific purpose of acquiring this Warrant or the Shares. 

4.2        Disclosure of Information.    Holder has received or has
had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 

4.3        Investment Experience.  Holder understands that the purchase of
this Warrant and its underlying securities involves substantial risk. Holder has 

  
 6 








 
experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its
underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal
or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons. 

  4.4  Accredited Investor Status.  Holder is an “accredited investor” within the
meaning of Regulation D promulgated under the Act. 
 4.5      The Act.  Holder
understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature
of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under
applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. 
 ARTICLE 5.
MISCELLANEOUS. 
 5.1      Term:  This Warrant is exercisable in whole or in
part at any time and from time to time on or before the Expiration Date. 

5.2      Legends.        This Warrant and the Shares (and
the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE SECURITIES LAWS OF ANY
STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO SILICON VALLEY BANK DATED AS OF NOVEMBER 15, 2007, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 5.3      Compliance with Securities Laws on
Transfer.  This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without
compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the


  
 7 








 
Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s
parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. 

5.4 Transfer Procedure.  After receipt by Silicon Valley Bank (“Bank”) of the executed Warrant, Bank will
transfer all of this Warrant to SVB Financial Group, Holder’s parent company. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of
this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial
Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for
reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded. 

5.5      Notices.  All notices and other communications from the Company to the Holder,
or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may (or on the
first business day after transmission by facsimile) be, in writing by the Company or such holder from time to time. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a
transfer or otherwise: 
 SVB Financial Group 

Attn: Treasury Department 

3003 Tasman Drive, HA 200 

Santa Clara, CA 95054 

Telephone: 408-654-7400 

Facsimile: 408-496-2405 

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address: 

ETSY, Inc. 

Attn: Robert Kalin 

325 Gold Street, 6th Floor 

Brooklyn, NY 11201 

Telephone: 718-855-7955 

Facsimile: 718-855-7956 

  
 8 








 5.6      Waiver.    This Warrant
and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

5.7      Attorney’s Fees.  In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 

5.8      Automatic Conversion upon Expiration.    In the event that, upon the
Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver
a certificate representing the Shares (or such other securities) issued upon such conversion to Holder. 

5.9      Counterparts.  This Warrant may be executed in counterparts, all of which
together shall constitute one and the same agreement. 
 5.10    Governing Law.  This Warrant
shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law. 
  

			
	“COMPANY”
	
	ETSY, INC.
		
	By:	 	




		 	  



			
		
	Name:	 	Robert Kalin
		 	  

		 	  (Print)


			
	Title:	 	President and Chief Executive Officer
	
	“HOLDER”
	
	SILICON VALLEY BANK


			
		
	By:	 	




		 	  



			
		
	Name:	 	Melissa Stepanis
		 	  

		 	  (Print)
	Title:	 	Vice President


  
 9 








 APPENDIX 1 
  

NOTICE OF EXERCISE 
  

1.        Holder elects to purchase
                     shares of the Common/Series              Preferred
[strike one] Stock of
                                        
pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full. 
 [or] 

1.        Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in
the Warrant. This conversion is exercised for
                                        
of the Shares covered by the Warrant. 
 [Strike paragraph that does not apply.] 

2.        Please issue a certificate or certificates representing the Shares in the name specified below: 

 

					
		  	  
	 	
		  	            Holders Name	 	
			
		  	  
	 	
			
		  	  
	 	
		  	            (Address)	 	

 3.    By its execution below and for the benefit of the Company, Holder hereby restates each of the
representations and warranties in Article 4 of the Warrant as of the date hereof. 
  

					
	HOLDER:	 	
		
	  
	 	


 
					
			
	By:	 	  
	 	


 
			
		
	Name:	 	  



 
			
		
	Title:	 	  



 
			
		
	(Date):	 	  




  
 10 








 SCHEDULE 1 

Company Capitalization Table 

See attached 

  
 11 








 Etsy, Inc. 

Capitalization Table 
  

																	
	 	 	Outstanding
Common
Stock	 	  	Warrants for
Common
Stock	 	  	Outstanding
Series A
Preferred Stock  	 	  	Outstanding
Series A-1
Preferred Stock  	 
	 Totals:
	 	 	5,750,000	  	  	 	-	  	  	 	1,400,000	  	  	 	1,570,873	  
					
	 Options Outstanding and Available for Grant
	 				  				  				  			
					
	 Total Fully Diluted
	 				  				  				  			









																	
	Outstanding
Series B
Preferred Stock  	 	 	Outstanding
Series C
Preferred Stock  	 	 	Total	 	 	Percentage
Fully Diluted	 	 	 
	 	1,250,000	  	 	 	1,217,230	  	 	 	11,188,103	  	 	 	89.74	% 	 
				 				 	  
  
	  
 1,279,127
	  
   
	 	  
  
	  
 10.26
	  
 % 
	 
				 				 	  
  
	  
 12,467,230
	  
   
	 	  
  
	  
 100.00
	  
 %