GmbH
By:
/s/
RENEE LANAM
Renee Lanam
EQUINIX UK LIMITED
By:
/s/
RENEE LANAM
Renee Lanam
SIGNATURE PAGE TO SECURITIES PURCHASE AND ADMISSION AGREEMENT
i-STT Investments Pte. Ltd., as Collateral Agent under the Junior Pledge and
Security Agreement referred to in the Agreement, joins in the execution and
delivery of such Agreement for the purpose of indicating its agreement to the
provisions of Section 2.3 thereof.
April 29, 2003
i-STT INVESTMENTS PTE. LTD.
By:
/s/
JEAN MANDEVILLE
SIGNATURE PAGE TO SECURITIES PURCHASE AND ADMISSION AGREEMENT
Exhibit 2.1(a)
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.
THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") WITHIN THE MEANING OF
SECTION 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF
THIS NOTE WAS JUNE
, 2003. INFORMATION REGARDING THE ISSUE PRICE,
THE TOTAL AMOUNT OF OID, AND THE YIELD TO MATURITY MAY BE OBTAINED BY WRITTEN
REQUEST OF THE HOLDER OF THIS NOTE TO THE SECRETARY OF PARENT.
EQUINIX, INC.
SERIES A-2 CONVERTIBLE SECURED NOTE DUE 2007
Security No. CSN-2
June
, 2003
FOR VALUE RECEIVED, the Parent hereby promises to pay to [Crosslink entity], a
[
], or registered assigns ("Holder"), the principal amount of
[$
] on November 1, 2007. This Note shall bear no interest until the
second anniversary of the Second Closing. From and after the second anniversary
of the Second Closing, this Note shall bear interest at the rate of ten percent
(10%) per annum (based upon a 360 day year for actual days elapsed) on the
unpaid balance thereof until the earlier of the date on which (i) this Note is
paid in full and (ii) the A-2 Notes are converted to Parent Common Stock
pursuant to the terms hereof and the Purchase Agreement. Interest shall be due
and payable in A-2 PIK Notes semi annually in arrears on each May 1 and November
1 following the second anniversary of the Second Closing, on the unpaid
principal balance