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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE STOCK
Company: Fastly, Inc., a Delaware corporation
Number of Shares: As set forth in Paragraph A below
Type/Series of Stock: Series F Preferred Stock, $0.00002 par value per share
Warrant Price: $5.1123 per Share, subject to adjustment
Issue Date: December 24, 2018
Expiration Date: December 24, 2028 See also Section 5.1(b).
This Warrant to Purchase Stock (Warrant) is issued in connection with that certain Credit Agreement of even date herewith among the Company as Borrower, Silicon Valley Bank as Administrative Agent and Lender, and the other Lenders from time to time parties thereto (as amended and/or modified and in effect from time to time, the Loan Agreement).
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, WESTRIVER INNOVATION LENDING FUND VIII, L.P. (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, Holder) is entitled to purchase up to such number of fully paid and non-assessable shares of the above-stated Type/Series of Stock (the Class) of the above-named company (the Company) as determined pursuant to Paragraph A below, at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 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 (collectively, the Shares).
(1) Initial Shares. As used herein, Initial Shares means 50,732 shares of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.
(2) Additional Shares. Upon the making of each Term Loan Advance (as defined in the Loan Agreement) to the Company, this Warrant automatically shall become exercisable for such number of additional shares of the Class as shall equal (a) the Additional Shares Pool, multiplied by (b) a fraction, the numerator of which shall equal the amount of such Term Loan Advance and the denominator of which shall equal $30,000,000, rounded to the nearest whole Share and subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. All shares, if any, for which this Warrant becomes exercisable pursuant to this Paragraph A(2) are referred to herein cumulatively as the Additional Shares.
(3) Additional Shares Pool. As used herein, Additional Shares Pool means 152,195 shares of the Class, as such number may be adjusted from time to time in accordance with the provisions of this Warrant (as if the Additional Shares Pool constituted Shares at all times for such purpose). For the avoidance of doubt, in no event shall the aggregate number of Shares for which this Warrant shall be exercisable exceed 202,927 (as such number may be adjusted from time to time in accordance with the provisions of this Warrant).