EX-4.5



 Exhibit 4.5 
 



 
 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS. 

PLAIN ENGLISH WARRANT AGREEMENT 

This is a PLAIN ENGLISH WARRANT AGREEMENT dated August 9, 2010 by and between ETSY, INC., a Delaware corporation, and TRIPLEPOINT
CAPITAL LLC, a Delaware limited liability company. 
 The words “We”, “Us”, or “Our” refer to the warrant
holder, which is TRIPLEPOINT CAPITAL LLC. The words “You” or “Your” refers to the issuer, which is ETSY, INC., and not to any individual. The words “The Parties” refers to both TRIPLEPOINT CAPITAL LLC and ETSY, INC.
This Plain English Warrant Agreement may be referred to as the “Warrant Agreement”. 
 The Parties have entered into a Plain
English Master Lease Agreement dated as of May 15, 2008, and related Hardware and Software Facility Schedules and Summary Schedules which are collectively referred to in this Warrant Agreement as the “Lease Agreement”. Capitalized
terms used herein and not defined shall have the meanings set forth in the Lease Agreement. 
 In consideration of such Lease Agreement, the
Parties agree to the following mutual agreements and conditions set forth below: 
  

					
	 	  	  

WARRANT INFORMATION

 
	  	 
	 	 	 
	 Effective
Date
	  	 Warrant Number
	  	 Lease Facility
Schedules

	 	 	 
	August 9, 2010	  	 0552-W-02

 
	  	0552-LE-02H/-02S


							
	 	 		 
	 Warrant
Coverage
	  	 Number of Shares
	  	 Price Per Share
	  	 Type of Stock

	 	 		 
	$75,000 (1.5% of $5,000,000)	  	 11,312, subject to

adjustment as set forth in
 this
Warrant Agreement
	  	 $6.63, subject to adjustment

as set forth in this Warrant

Agreement
	  	 Series D Preferred Stock,

subject to adjustment as set
 forth
in this Warrant
 Agreement
  


  

					
	 	  	  

OUR CONTACT INFORMATION

 
	  	 
	 	 	 
	 Name
	  	 Address For Notices
	  	 Contact
Person

	 	 	 
	TriplePoint Capital LLC	  	 2755 Sand Hill Road, Ste. 150

Menlo Park, CA 94025
 Tel: (650)
854-2090
 Fax: (650) 854-1850
  
	  	 Sajal Srivastava, COO

Tel: (650) 233-2102
 Fax: (650)
854-1850
 email: legal@triplepointcapital.com

	 	  	  

YOUR CONTACT INFORMATION

 
	  	 
	 	 	 
	 Customer Name
	  	 Address For Notices
	  	 Contact
Person

	Etsy, Inc.	  	 55 Washington Street, Suite 512

Brooklyn, NY 11201
	  	 Sinohe Terrero,

V.P. Finance and Controller
 Tel:
(718) 880-3650
 Fax: (718) 855-7956

email: sinohe@etsy.com
  



  

1             








  

	1.	WHAT YOU AGREE TO GRANT US 

  

You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You,
at a price per share equal to the Exercise Price, that number of fully paid and non-assessable shares of Your Warrant Stock equal to Seventy Five Thousand Dollars ($75,000), divided by the Exercise Price. 

The number of shares of Warrant Stock and the Exercise Price of such Warrant Stock are subject to adjustment as provided in Section 4
hereof. 
 For purposes of this Warrant Agreement, the following capitalized terms have the meanings given below: 

“Exercise Price” means (a) $6.63, or (b) if the Next Round closes on or before September 30, 2010,
the price per share for which Your preferred stock is sold in the Next Round. 
 “Next Round” means the next bona
fide round of equity financing in which You issue and sell shares of your preferred stock for aggregate gross cash proceeds of at least $1,000,000 (excluding any amounts received upon conversion or cancellation of indebtedness) subsequent to the
Effective Date (anticipated to be Your Series E preferred stock financing), but does not include extensions of Your Series D Preferred Stock equity financing. 

“Warrant Stock” means (a) Your Series D Preferred Stock or (b) if the Next Round closes on or before
September 30, 2010, the class and series of Your preferred stock issued in the Next Round. 
 The Parties agree that this Warrant
Agreement to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price is included as part of the leased value and will be allocable to the Warrant Agreement and the original issue discount on the Lease
Agreement shall be considered to be zero. 
  
  

	2.	WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. 

  

The term of this Warrant Agreement and our right to purchase Warrant Stock will begin the Effective Date, and shall be available for
(i) the greater of (A) 7 years from the Effective Date or (B) 5 years from the effective date of Your initial public offering or (ii) until terminated by virtue of its automatic exercise pursuant to the next paragraph. 

Our right to purchase the Warrant Stock shall automatically be deemed to be exercised in full via the net issuance method in the manner set
forth in Section 3, without any further action on behalf of Us upon the occurrence of a Merger Event, with a Person who is not one of Your affiliates in which Your common stock is exchanged for cash and/or stock that is traded on a recognized
public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that
is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than one and one tenths (1.1) times the aggregate Exercise Price (as adjusted). Not less than ten
(10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits
thereto). Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, and, (c) upon
request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Warrant Agreement. 
  

 

	3.	HOW WE MAY PURCHASE YOUR WARRANT STOCK. 

  

We may exercise Our purchase rights, in whole or in part, at any time, or from time to time, after September 30, 2010 and prior to the
expiration of the term of this Warrant Agreement, by giving You a completed and executed Notice of Exercise in the form attached as Exhibit I; provided, however, We may exercise Our purchase rights, in whole or in part, in
connection with any Merger Event or initial public offering consummated prior to September 30, 2010. Promptly upon receipt of the Notice of Exercise and in any event no later than twenty-one (21) days after you have received Our Notice of
Exercise and payment of the aggregate Exercise Price for the shares purchased, You will issue to Us a certificate for the number of shares of Warrant Stock that We have purchased and You will execute the Acknowledgment of Exercise in the form
attached hereto as Exhibit II indicating the number of shares which will be available to Us for future purchases, if any. 

  

			
		  	2            









 We may pay for the Warrant Stock by either (i) cash or check, or (ii) by the net
issuance method as determined below. If We elect the Net Issuance method, You will issue Warrant Stock using the following formula: 
  

							
		 		    	X = Y(A-B) 	    	
		 		    	            A	    	
	Where:	 	X =	    	the number of shares of Warrant Stock to be issued to Us.	    	
		 	Y =	    	 the number of shares of Warrant Stock We request to be exercised under

this Warrant Agreement.
	    	
		 	A =	    	the fair market value of one share of Warrant Stock.	    	
		 	B =	    	the Exercise Price.	    	


 For purposes of the above calculation, current fair market value of Warrant Stock shall mean with
respect to each share of Warrant Stock: 
 If the exercise is in connection with and effective at or before the closing of the initial
public offering of Your Common Stock, and if Your registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission (the “SEC”), then the fair market value per share shall be
the product of (x) the initial “Price to Public” specified in the final prospectus of the offering and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise;

 If this Warrant Agreement is exercised after, and not in connection with the Your initial public offering, and: 

 

			
	



	  	 if traded on a securities exchange, the fair market value shall be the product of (x) the average of the closing prices over a five (5) day period
ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise;
or

		
	



	  	 if actively traded over-the-counter, the fair market value shall be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ
system (or similar system) over the five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of
Warrant Stock is convertible at the time of such exercise.


 If this Warrant Agreement is exercised prior to or after Your initial public offering, and: 

 

			
	



	  	 Your Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of
Warrant Stock shall be the product of (x) the fair market value of a share of Your Common Stock (the highest price per share which You could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold, from
authorized but unissued shares), as determined in good faith by Your Board of Directors and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise, unless You shall become
subject to a merger, acquisition or other consolidation pursuant to which You are not the surviving party, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of the Your Warrant Stock on a
common equivalent basis pursuant to such merger or acquisition or other consolidation.


 On the earlier to occur of (i) the closing of the Next Round and (ii) September 30, 2010, and
at all times from and after such date until the end of the term of the Warrant Agreement, You will have authorized and reserved a sufficient number of shares of (a) Warrant Stock to provide for the exercise of our rights to purchase Warrant
Stock, and (b) Common Stock to provide for the conversion of the Warrant Stock. In addition, if a Merger Event or initial public offering is anticipated to be consummated prior to September 30. 2010. within five (5) days of signing an
acquisition agreement or filing for an initial public offering, and at all times from and after such date until the end of the term of the Warrant Agreement, You will have authorized and reserved a sufficient number of shares of Warrant Stock to
provide for the exercise of our rights to purchase Warrant Stock, and (b) Common Stock to provide for the conversion of the Warrant Stock. 

If We elect to exercise part of the Warrant Agreement, You will promptly issue to Us an amended Warrant Agreement stating the remaining number
of shares that are available. All other terms and conditions of that amended Warrant Agreement shall be identical to those contained in this Warrant Agreement. 

  

			
		  	3









 If at the end of the term of this Warrant Agreement, the fair market value of one share of
Warrant Stock (or other security issuable upon the exercise hereof) as determined in accordance herewith is greater than the Exercise Price in effect on such date, then this Warrant Agreement shall automatically be deemed on and as of such date to
be converted pursuant hereto as to all shares of Warrant Stock (or such other securities) for which it shall not previously have been exercised or converted, and You shall promptly deliver a certificate representing the shares of Warrant Stock (or
such other securities) issued upon such conversion to Us. 
  
  

	4.	WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE. 

  

 

			
	



	 	 If You are Acquired.   If at any time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or
subdivision of Your stock otherwise provided for in this Warrant Agreement); (ii) You merge or consolidate with or into another entity, whether or not You are the surviving entity; (iii) You sell or convey, or grant an exclusive license
with respect to, all or substantially all of Your assets to any other person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power
of the capital stock of You (each of the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our
rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor or surviving person resulting from such Merger Event, equal in value to that which would have been issuable if We had exercised Our
rights under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Your Board of Directors) shall be made in the application of the provisions of this Warrant
Agreement with respect to Our rights and interest after the Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Warrant Stock purchasable) shall be applicable to the
greatest extent possible.

		
	



	 	 If You Reclassify Your Stock.   If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of
the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind
of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange,
subdivision or other change.

		
	



	 	 If You Subdivide or Combine Your Shares.   If at any time You combine or subdivide Your Warrant Stock, the Exercise Price will be
proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination.

		
	



	 	 If You Pay Stock Dividends.   If at any time You pay a dividend payable in, or make any other distribution (except any distribution
specifically provided for in the above paragraphs) of Your Warrant Stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of Your Warrant Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of
which shall be the total number of all shares of Your Warrant Stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares
of Warrant Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable upon the exercise hereof immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

		
	



	 	 If You Change the Antidilution Rights of the Warrant Stock or Issue New Preferred or Convertible Stock.  All antidilution rights applicable to
the Warrant Stock purchasable under this Warrant Agreement are as set forth in Your Certificate of Incorporation, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification of or waiver of any
right under Your Certificate of Incorporation. You will provide Us with prior written notice of any issuance of Your stock or other equity security to occur after the Effective Date (other than issuances of stock or equity securities pursuant to
customary employee stock plans), which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Us to determine if a
dilutive event has occurred or will occur as a result of such issuance.



  

			
		  	4










			
	 




	 	 If You Lease More Than the Commitment Amounts Under the Lease Agreement.  If the total cost of equipment leased pursuant to Part 1 of the Lease
Agreement exceeds $5,000,000, We will have the right to purchase from You, at the Exercise Price (adjusted as set forth herein), an additional number of shares of Warrant Stock, which number shall be determined by (i) multiplying the amount by
which the equipment cost financed under the Lease Agreement exceeds $5,000,000 by 1.5%, and (ii) dividing the product by the Exercise Price per share referenced in Section 1 above.


  
  

	5.	WE CAN TRANSFER THIS PLAIN ENGLISH WARRANT AGREEMENT. 

  

Subject to the terms and conditions contained in Section 7, We (or any successor transferee) may transfer in whole or in part this
Warrant Agreement and all its rights. You will record the transfer on Your books when You receive Our Notice of Transfer in the form attached hereto as Exhibit III, and Our payment of all transfer taxes and other governmental charges involved in
such transfer. 
  
  

	6.	REPRESENTATIONS, WARRANTIES, AND COVENANTS FROM YOU. 

  

 

			
	 




	 	 Reservation of Warrant Stock.    The Warrant Stock issuable upon exercise of Our rights under this Warrant Agreement will be duly and
validly reserved and when issued in accordance with the provisions of this Warrant Agreement will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever;
provided, however, that the Warrant Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. Upon Our exercise, You will issue to Us certificates for
shares of Warrant Stock without charging Us any tax, or other cost incurred by You in connection with such exercise and the related issuance of shares of Warrant Stock. You will not be required to pay any tax, which may be payable in respect of any
transfer involving the Warrant Stock and the issuance and delivery of any certificate in a name other than TriplePoint Capital LLC.

		
	 




	 	 Due Authority.  Except for the reservation of the Warrant Stock issuable upon exercise of the Warrant Agreement (which shall be reserved on the
earlier to occur of (i) the closing of the Next Round and (ii) September 30, 2010), Your execution and delivery of this Warrant Agreement and the performance of Your obligations hereunder, including the issuance to Us of the right to
acquire the shares of Warrant Stock, have been duly authorized by all necessary corporate action on Your part and this Warrant Agreement is not inconsistent with the Your Certificate of Incorporation or Bylaws, does not contravene any law or
governmental rule, regulation or order applicable to it, does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which You are a party or by which You are bound, and
this Warrant Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or
principles at equity governing specific performance, injunctive relief and other equitable remedies.

		
	 




	 	 Consents and Approvals.  No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any
state, Federal or other governmental authority or agency is required with respect to execution, delivery and Your performance of Your obligations under this Warrant Agreement, except for the filing of any required notices pursuant to Federal and
state securities laws, which filings will be effective by the times required thereby.

		
	 




	 	 Issued Securities.    All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly
authorized and validly issued and are fully paid and nonassessable, All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective
Date:


 As of the date of this Warrant Agreement, your authorized capital consists of (A) 18,200,000 shares of
Common Stock, of which 5,722,185 shares are issued and outstanding, and (B) 9,907,839 shares of preferred stock. Of the authorized shares of preferred stock, (i) 1,400,000 shares are designated Series A Preferred Stock, of which 792,913
shares are issued and outstanding, (ii) 1,570,873 shares are designated Series A-1 Preferred Stock, all of which shares are issued and outstanding, (iii) 1,250,000 shares are designated Series B Preferred Stock, of which 1,128,431 shares
are issued and outstanding, (iv) 1,243,447 shares are designated Series C Preferred Stock, of which 1,217,230 shares are issued and outstanding, (v) 3,431,522 shares are designated Series D Preferred Stock, of which 3,407,012 shares are
issued and outstanding, (vi) 808,598 shares are designated Series D-1 Preferred Stock, all of which shares are issued and outstanding and (vii) 203,399 shares are designated Series 1 Preferred Stock, all of which shares are issued and
outstanding. 

  

			
		  	5









 As of the date of this Warrant Agreement, you have reserved (a) 9,907,839 shares of Common
Stock issuable upon conversion of the preferred stock, (b) 2,373,188 shares of Common Stock for issuance under Your Stock Incentive Plan, under which (i) 1,237,344 options are outstanding, (ii) 631,450 options remain available for
grant and (iii) 504,394 options have been exercised, (b) 16,854 shares of Series C Preferred Stock for issuance upon exercise of outstanding warrants to purchase Series C Preferred Stock and (c) 24,510 shares of Series D Preferred
Stock for issuance upon exercise of outstanding warrants to purchase Series D Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights
presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. 

Except as set forth in Your Investor’s Rights Agreement, a true, correct and complete copy of which has been delivered to Us prior to the
issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock. 
  

			
	 




	 	 Other Commitments to Register Securities.    Except as set forth in this Warrant Agreement and the Investors’ Rights’
Agreement, You are not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act any of Your presently outstanding securities or any of Your securities which may hereafter be
issued.

		
	 




	 	 Exempt Transaction.  Subject to the accuracy of Our representations in Section 7 hereof, the issuance of the Warrant Stock upon exercise
of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable
state securities laws.

		
	 




	 	 Compliance with Rule 144.    We may sell the Warrant Stock issuable hereunder in compliance with Rule 144 promulgated by the SEC.
Within ten (10) days of Our request, You agree to furnish Us, a written statement confirming Your compliance with the filing requirements of the SEC as set forth in such Rule 144, as may be amended.

		
	 




	 	 No Impairment.  You agree not to, by amendment of Your Certificate 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 You, but shall at all times in
good faith assist in carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect Our rights under this Warrant against impairment. However, You shall not be deemed to have impaired
Our rights if You amend Your Certificate of Incorporation, or the holders of Your preferred stock waiver their rights thereunder, in a manner that does not (individually or when considered in the context of any other actions being taken in
connection with such amendments or waivers) affect Us in a manner different from the effect that such amendments or waivers have on the rights of other holders of the same series and class as the Warrant Stock.


  
  

	7.	OUR REPRESENTATIONS AND COVENANTS TO YOU. 

  

 

			
	 




	 	 Investment Purpose.  The right to acquire Warrant Stock or the Warrant Stock issuable upon exercise of Our rights contained herein and the
Common Stock issuable upon conversion will be acquired for investment purposes and not with a view to the sale or distribution of any part thereof, and We have no present intention of selling or engaging in any public distribution of the same in
violation of the 1933 Act.

		
	 




	 	 Private Issue.  We understand (i) that this Warrant Agreement, the Warrant Stock issuable upon exercise of this Warrant Agreement and the
Common Stock issuable upon conversion of the Warrant Stock are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the
registration and qualifications requirements thereof, and (ii) that Your reliance on such exemption is predicated on the representations set forth in this Section 7.

		
	 




	 	 Disposition of Our Rights.  In no event will We make a disposition of any of Our rights to acquire Warrant Stock or Warrant Stock issuable upon
exercise of such rights or the Common Stock issuable upon conversion of the Warrant



  

			
		  	6










			
		 	 Stock unless and until (i) We shall have notified You in writing of the proposed disposition, and (ii) the transferee agrees to be bound in writing to
the applicable terms and conditions of this Warrant Agreement, and (iii) if You request, We shall have furnished You with an opinion of counsel satisfactory to You and Your counsel to the effect that (A) appropriate action necessary for
compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of Our rights to acquire
Warrant Stock or Warrant Stock issuable on the exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or
from such nominee to its beneficial owner, and shall terminate as to any particular share of Warrant Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such
registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to You at Our request by the staff of the SEC or a ruling shall have been
issued to the You at Our request by the SEC stating that no action shall be recommended by such staff or taken by the SEC, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions
set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the holder of a share of Warrant
Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from You, without expense to such holder, one or more new certificates for the Warrant or for such shares of Warrant Stock not bearing any restrictive
legend referring to 1933 Act registration or exemption.

		
	 




	 	 Financial Risk.  We have such knowledge and experience in financial and business matters and knowledge of Your business affairs and financial
condition as to be capable of evaluating the merits and risks of Our investment, and have the ability to bear the economic risks of Our investment.

		
	 




	 	 Risk of No Registration.  We understand that if You do not register with the SEC pursuant to Section 12 of the Securities Exchange Act of
1934 Act, as amended (the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when We desire to sell (i) the rights
to purchase Warrant Stock pursuant to this Warrant Agreement, or (ii) the Warrant Stock issuable upon exercise of the right to purchase, or (iii) the Common Stock issuable upon conversion of the Warrant Stock, We may be required to hold
such securities for an indefinite period. We also understand that any sale of Our right to purchase Warrant Stock or Warrant Stock or Common Stock issuable upon conversion of the Warrant Stock, which might be made by it in reliance upon Rule 144
under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

		
	 




	 	 Accredited Investor.  We are an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D of
the 1933 Act, as presently in effect.


  
  

	8.	NOTICES YOU AGREE TO PROVIDE US. 

  

You agree to give Us at least twenty (20) days prior written notice of the following events: 

 

			
	 




	 	 If You Pay a Dividend or distribution declaration upon your stock.

		
	 




	 	 If You offer for subscription pro-rata to the existing shareholders additional stock or other rights.

		
	 




	 	 If You consummate or sign definitive documents providing for a Merger Event.

		
	 




	 	 If You consummate an IPO.

		
	 




	 	 If You dissolve or liquidate.



  

			
		  	7









 All notices in this Section must describe the event in reasonable detail, including how the event
adjusts either Our number of shares or Our Exercise Price and the method used for such adjustment. 
 Timely Notice.  Your
failure to timely provide such notice required above shall entitle Us to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Us. 

 
  

	9.	DOCUMENTS YOU WILL PROVIDE US. 

  

 

			
	 




	 	 Certified Resolutions

		
	 




	 	 Certificate of Incorporation

		
	 




	 	 Investor’s Rights Agreement

		
	 




	 	 Bylaws

		
	 




	 	 Other documents as We may from time to time reasonably request.


  
  

	10.	REGISTRATION RIGHTS UNDER THE 1933 ACT. 

  

The shares of Your common stock into which the Warrant Stock is convertible shall have certain incidental or “piggyback”
registration rights as set forth in the Fourth Amended and Restated Investor Rights Agreement, dated as of December 16, 2009 (as may be amended from time to time, the “Investor Rights Agreement”). The provisions set forth in Your
Investor Rights Agreement relating to such piggyback registration rights in effect as of the date of this Warrant Agreement may not be amended, modified or waived without Our prior written consent of unless such amendment, modification or waiver
affects the piggyback registration rights associated with the shares of common stock into which the Warrant Stock is convertible in the same manner as such amendment, modification, or waiver affects the piggyback registration rights associated with
all other shares of the same series and class of stock as the Warrant Stock. 
  

 

	11.	OTHER LEGAL PROVISIONS THE PARTIES WILL ABIDE BY. 

  

Effective Date.   This Warrant Agreement shall be construed and shall be given effect in all respects as if it had been
executed and delivered by the Parties on the date hereof. This Warrant Agreement shall be binding upon any of the successors or assigns of the Parties. 

Attorney’s Fees.  In any litigation, arbitration or court proceeding between the Parties relating to this Warrant
Agreement, the prevailing party shall be entitled to attorneys’ fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement. 

Governing Law.  This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the
laws of the State of California without giving effect to that body of law pertaining to conflicts of laws. 
 Consent to Jurisdiction and
Venue.   All judicial proceedings arising in or under or related to this Warrant Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of
this Warrant Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of
California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant Agreement. Service of
process on any party hereto in any action arising out of or relating to this agreement shall be effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth
therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction. 

Mutual Waiver of Jury Trial; Judicial Reference.    Because disputes arising in connection with complex financial
transactions are most quickly and economically resolved by an experienced and expert person and The Parties wish applicable state and federal laws to apply (rather than arbitration rules), The Parties desire that their disputes be resolved by


  

			
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a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM
OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL
QUESTIONS OF LAW OR FACT. RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL
REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION
SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS
OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. This waiver extends to all such
Claims, including Claims that involve Persons other than You and Us; Claims that arise out of or are in any way connected to the relationship between You and Us; and any Claims for damages, breach of contract, specific performance, or any equitable
or legal relief of any kind, arising out of this Warrant Agreement. 
 Counterparts.  This Warrant Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

Notices.  Any notice required or permitted under this Warrant Agreement shall be given in writing and shall be deemed
effectively given upon the earlier of (1) actual receipt or 3 days after mailing if mailed postage prepaid by regular or airmail to Us or You or (2) one day after it is sent by overnight mail via nationally recognized courier or
(3) on the same day as sent via confirmed facsimile transmission, provided that the original is sent by personal delivery or mail by the sending party. 

Remedies.  In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights
either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where such party will not have an adequate remedy at law
and where damages will not be readily ascertainable. Each party expressly acknowledges and agrees that there is no adequate remedy at law for any breach of this Warrant Agreement and that in the event of any breach of this Warrant Agreement, the
injured party shall be entitled to specific performance of any or all provisions hereof or an injunction prohibiting the other party from continuing to commit any such breach of this Warrant Agreement. 

Survival.  The representations, warranties, covenants, and conditions of the Parties contained herein or made pursuant to
this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement. 
 Severability.   In the event
any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision
shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. 

Entire Agreement. This Warrant Agreement constitutes the entire agreement between the Parties pertaining to the subject matter
contained in it and supersedes all prior and contemporaneous agreements, representations and undertakings of the Parties, whether oral or written, with respect to such subject matter. 

Amendments.   Any provision of this Warrant Agreement may only be amended by a written instrument signed by the Parties.

 Lost Warrants or Stock Certificates.  You covenant to Us that, upon receipt of evidence reasonably satisfactory to Us of
the loss, theft, destruction or mutilation of this Warrant Agreement or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to You, or in the case of any such mutilation
upon surrender and cancellation of such Warrant Agreement or stock certificate. You will make and deliver a new Warrant Agreement or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant Agreement or stock
certificate. 

  

			
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 Rights as Stockholders.  We shall not, as a party to this Warrant Agreement, be
entitled to vote or receive dividends or be deemed the holder of Warrant Stock or any of Your other securities which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer
upon Us any of the rights of one of Your stockholders or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive dividends or subscription rights or otherwise until this
Warrant Agreement is exercised and the shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. 

Facsimile Signatures.  This Warrant Agreement may be executed and delivered by facsimile and upon such delivery the facsimile
signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 
 (Signature Page to
Follow) 

  

			
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 IN WITNESS WHEREOF, each of the Parties have caused this Warrant Agreement to be
executed by its officers who are duly authorized as of the Effective Date. 
  

							
		 	You:	    	ETSY, INC.	 	
		 	Signature:	    	    



	 	
		 		    	  
	 	
				
		 	Print Name:	    	  Robert Kalin
	 	
				
		 	Title:	    	     CEO
	 	
				
		 	Us:	    	TRIPLEPOINT CAPITAL LLC	 	
		 	Signature:	    	



	 	
		 		    	  
	 	
				
		 	Print Name:	    	
                Jim
Labe    
	 	
				
		 	Title:	    	
                 CEO 
         
	 	

 [SIGNATURE PAGE TO WARRANT AGREEMENT 0552-W-02] 

  

			
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 EXHIBIT I 

NOTICE OF EXERCISE 
  

	To:	
[                             
                   ] 


  

	1.	 We hereby elect to purchase [          ] shares of the Series
[    ] Preferred Stock of Etsy, Inc., pursuant to the terms of the Plain English Warrant Agreement dated the 9th day of August, 2010 (the “Plain English Warrant
Agreement”) between You and Us, We hereby tender here payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any. 



 

	2.	 Method of Exercise (Please initial the applicable blank) 



 

	 	a.	                  The undersigned elects to exercise the
Plain English Warrant Agreement by means of a cash payment, and gives You full payment for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any. 



 

	 	b.	                  The undersigned elects to exercise the
Plain English Warrant Agreement by means of the Net Issuance Exercise method of Section 3 of the Plain English Warrant Agreement. 


  

	3.	 In exercising Our rights to purchase the Series [    ] Preferred Stock of Etsy, Inc., We hereby confirm and acknowledge
the investment representations, warranties and covenants made in Section 7 of the Plain English Warrant Agreement. 



Please issue a certificate or certificates representing these purchased shares of Series [    ] Preferred Stock in
Our name or in such other name as is specified below. 
  
  

					
	  
	  	
	(Name)	 		  	
		
	  
	  	
	(Address)	 		  	
		
	 US:
  

 
	 	TRIPLEPOINT CAPITAL LLC
	By:	 	  
	  	
			
	Title:	 	  
	  	
			
	Date:	 	  
	  	


  

			
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 EXHIBIT II 

ACKNOWLEDGMENT OF EXERCISE 

Etsy, Inc., hereby acknowledges receipt of the “Notice of Exercise” from TRIPLEPOINT CAPITAL LLC, to purchase
[          ] shares of the Series [    ] Preferred Stock of Etsy, Inc., pursuant to the terms of the Plain English Warrant Agreement, and further acknowledges that
[          ] shares remain subject to purchase under the terms of the Plain English Warrant Agreement. 
  

							
	 YOU: 
	  	  
	  	
				
		  	By:	    	  
	  	
				
		  	Title:	    	  
	  	
				
		  	Date:	    	  
	  	


  

			
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 EXHIBIT III 

TRANSFER NOTICE 
 FOR
VALUE RECEIVED, the foregoing Plain English Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to 
  

					
	  
	 	
	(Please Print)	 		 	


							
			
	Whose address is	    	  
	 	
		
	  
	 	


							
				
	Dated:	    	  
	 		 	
				
	Holder’s Signature:	    	  
	 		 	
				
	Holder’s Address:	    	  
	 		 	
				
	Transferee’s Signature:	    	  
	 		 	
				
	Transferee’s Address:	    	  
	 		 	
				
	Signature Guaranteed:	    	  
	 		 	

 NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of
the Plain English Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing
Plain English Warrant Agreement. 

  

			
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