EXHIBIT 10.87
A form of the attached warrant was issued to the following entities in the
following amounts (all dated as of June 5, 2003):
Security No.
Issued to:
Principal Amount:
CC-2
Crosslink Ventures IV, L.P.
$ 3,680,000.00
CC-3
Crosslink Omega Ventures IV GmbH & Co. KG
$ 161,000.00
CC-4
Offshore Crosslink Omega Ventures IV
$ 1,304,000.00
CC-5
Omega Bayview IV, L.L.C.
$ 278,000.00
CC-6
Crosslink Crossover Fund III, L.P.
$ 3,422,000.00
CC-7
Offshore Crosslink Crossover Fund III
$ 655,000.00
CC-8
Gary Hromadko
$ 500,000.00
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.
CHANGE IN CONTROL WARRANT
June 5, 2003
Warrant No.
CC-2
Date of Initial Issuance:
June 5, 2003
Original Principal Amount:
$10,000,000
Initial Warrant Price:
$0.01
Expiration Date:
June 5, 2008
THIS CERTIFIES THAT for value received, Crosslink Ventures IV, L.P., or its
registered assigns (hereinafter called "Warrant Holder"), is entitled to
purchase Parent, from and after the occurrence of a Change in Control until the
expiration of the Term of this Warrant (as defined below), a number of shares of
common stock, par value $0.001 per share, of Parent (the "Common Stock"), equal
to the Adjusted Warrant Number (as defined below), 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 Securities
Purchase Agreement. For all purposes of this Warrant, the following terms shall
have the meanings indicated:
2
"Adjusted Warrant Number" means the quotient of (a) the product of (i) the
Principal Amount and (ii) the Premium Factor divided by (b) the Current Market
Value.
"Premium Factor" shall mean (a) for the period from the Closing Date to and
including October 31, 2004, 20%; (b) for the period from and including November