EXECUTED BY THE REGISTERED HOLDER
TO TRANSFER THE ATTACHED NOTE
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
all rights of the undersigned under and pursuant to the
attached Note, and the undersigned does hereby irrevocably constitute and
appoint
Attorney to transfer said Note on the books of
Equinix, Inc., a Delaware corporation, with full power of substitution.
[TRANSFEROR]
Signature:
Title:
Dated:
NOTICE
The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Note in every particular, without alteration or
enlargement or any change whatsoever.
Exhibit 2.1(b)(i)
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO EQUINIX, INC., A DELAWARE CORPORATION (THE "PARENT"),
QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.
THE SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED (AS SUCH TERM IS DEFINED
IN THAT SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 2, 2002, AS AMENDED
(THE "PURCHASE AGREEMENT"), BY AND AMONG THE PARENT, THE GUARANTORS NAMED
THEREIN, AND THE PURCHASERS NAMED THEREIN)) DURING THE PERIOD BEGINNING ON THE
CLOSING DATE (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT) AND CONTINUING
TO THE DATE THAT IS 180 DAYS FOLLOWING THE CLOSING DATE, EXCEPT AS PERMITTED
UNDER THE PURCHASE AGREEMENT. A COPY OF THE PURCHASE AGREEMENT HAS BEEN FILED
WITH THE SECRETARY OF PARENT AND IS AVAILABLE UPON REQUEST.
EQUINIX, INC.
COMMON STOCK WARRANT
June
, 2003
Warrant No.
CS-1
Date of Initial Issuance:
June
, 2003
Number of Shares:
500,000
Initial Warrant Price:
$0.01
Expiration Date:
June
, 2008
THIS CERTIFIES THAT for value received, [Crosslink entity], a
[
], or its registered assigns (hereinafter called "Warrant
Holder"), is entitled to purchase from Parent, at any time during the Term of
this Warrant (as defined below), five hundred thousand (500,000) shares of
Common Stock, par value $0.001 per share, of Parent ("Common Stock"), at the
Warrant Price (as defined below), payable as provided herein. The exercise of
this Warrant shall be subject to the provisions, limitations and restrictions
herein contained. This Warrant may be exercised in whole or in part.
Section 1. Definitions. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Purchase
Agreement. For all purposes of this Warrant, the following terms shall have the
meanings indicated:
"Term of this Warrant" shall mean the period beginning on the date of initial
issuance hereof and ending on the Expiration Date, as set forth above.
"Warrant Price" shall mean $0.01 per share, subject to adjustment in accordance
with Section 4.
"Warrants" shall mean this Common Stock Warrant and any other Common Stock
Warrant or Common Stock Warrants issued in connection with the Purchase