Warrant issued to Comerica Bank dated May 1, 2006




  
 Exhibit 4.5

 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 
 WARRANT TO PURCHASE STOCK 

 

			
	Corporation:	  	Masergy Communications, Inc., a Delaware corporation
	Number of Shares:	  	5,000
	Class of Stock:	  	Series A-1 Convertible Preferred Stock, $.001 par value per share
	Initial Exercise Price:	  	$3.755
	Issue Date:	  	May 1, 2006
	Expiration Date:	  	March 10, 2012 (Subject to Section 4.1)


THIS WARRANT TO PURCHASE STOCK (this “Warrant”) CERTIFIES THAT, for good and valuable consideration, the receipt of which is
hereby acknowledged, COMERICA BANK or its assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of Masergy Communications, Inc., a Delaware corporation
(the “Company”), at the Initial Exercise Price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in
this Warrant. 
 ARTICLE 1. EXERCISE. 
 1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office
of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert
this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such
Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.4. 
 1.3 Intentionally Omitted. 
 1.4 Fair Market Value. If the Shares
are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately
before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 

1.5 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver
to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 








  
 1.6 Replacement of
Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory
in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. 

1.7 Repurchase on Sale, Merger, or Consolidation of the Company. 

1.7.1 “Acquisition.” For the purpose of this Warrant, “Acquisition” means (a) any sale, license, or other
disposition of all or substantially all of the assets (including intellectual property) of the Company, or (b) any reorganization, consolidation, merger or sale of the voting securities of the Company or any other transaction where the holders
of the Company’s securities before the transaction beneficially own less than 50% of all classes of stock then outstanding of the surviving entity after the transaction that are entitled to vote in the election of the Board of Directors of the
surviving entity (other than in connection with a sale of Borrower’s equity securities in a public offering or to venture capital, strategic or institutional investors so long as Borrower notifies Bank prior to the closing of such investment).

 1.7.2 Assumption of Warrant. If upon the closing of any Acquisition the successor entity assumes the obligations of
this Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record
date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. The Company shall use reasonable efforts to cause the surviving corporation to assume the obligations of this Warrant. 

1.7.3 Nonassumption. Subject to Section 4.1, if upon the closing of any Acquisition the successor entity does not assume the
obligations of this Warrant and Holder has not otherwise exercised this Warrant in full, then this Warrant shall be deemed to have been automatically converted pursuant to Section 1.2 and thereafter Holder shall participate in the Acquisition
on the same terms as other holders of the same class of securities of the Company. 
 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common or preferred stock, or
other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of
the date the dividend or subdivision occurred. 
 2.2 Reclassification, Exchange or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of
this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall
include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of a
registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The
provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 








  
 2.3 Adjustments for
Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are combined or
consolidated, by reclassification or otherwise, into a greater number of shares, the Warrant Price shall be proportionately decreased. 
 2.4 Adjustments for Diluting Issuances. The Shares issuable upon the exercise of this Warrant shall be entitled to the same anti-dilution protections and adjustments as are provided generally in
the Company’s Certificate of Incorporation to holders of Shares. Notwithstanding anything to the contrary contained herein, in no event shall the Shares exercisable by this Warrant exceed 2% of the fully diluted shares of common and preferred
stock of the Company. 
 2.5 No Impairment. The Company shall not, by amendment of its 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 the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against
impairment. Notwithstanding the foregoing, no amendment to the Company’s Certificate of Incorporation shall be prohibited by this Section 2.5 if such amendment affects all holders of Shares in the same manner. 

2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute
such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting
forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 
 2.7
Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the Number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any
exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder amount computed by multiplying the fractional interest by the fair market value of a full Share. 

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 
 3.1 Representations and Warranties. The Company hereby represents and Warrants to the Holder as follows: 
 (a) The initial Warrant Price referenced on the first page of this Warrant will not be greater than the fair market value of the Shares as of the date such shares are first issued. 

(b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any,
issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein, under applicable federal
and state securities laws, or otherwise in the agreements governing the Shares to which Holder is or may become a party. 








  
 (c) The Company’s
capitalization table attached to this Warrant as Exhibit A is true and complete as of the Issue Date. 
 3.2 Notice of
Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its common or preferred stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;
(b) to effect any reclassification or recapitalization of common or preferred stock; or (c) to enter into an Acquisition or to liquidate, dissolve or wind up, then, in connection with each such event, the Company shall give Holder
(1) at least 20 days prior written notice of the date on which a record will be taken for such dividend or distribution (and specifying the date on which the holders of common or preferred stock will be entitled thereto) or for determining
rights to vote, if any, in respect of the matters referred to in (a) above; and (2) in the case of the matters referred to in (b) and (c) above at least 20 days prior written notice of the date when the same will take place (and
specifying the date on which the holders of common or preferred stock will be entitled to exchange their common or preferred stock for securities or other property deliverable upon the occurrence of such event). 

3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder
(a) promptly after mailing, copies of all communiques to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified
by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company’s quarterly, unaudited financial statements. 

3.4 Registration Under Securities Act of 1933, as amended. The Company agrees that the Common stock issuable upon conversion of
the Shares shall constitute “Registrable Securities” as defined in the Company’s Third Amended and Restated Registration Rights Agreement dated as of March 1, 2005 (the “Registration Rights Agreement”) and the holder of
this Warrant shall have all the rights of a holder of Registrable Securities under the Registration Rights Agreement. By accepting this Warrant, Holder agrees to execute appropriate signature pages to and to otherwise be bound by the Registration
Rights Agreement. 
 ARTICLE 4. MISCELLANEOUS. 
 4.1 Term; Notice of Expiration. This Warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that prior to
the Expiration Date, if the Company completes an initial public offering or reorganizes, consolidates, merges or sells voting securities of the Company or any other transaction where the holders of the Company’s securities before the
transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, this Warrant shall be deemed to have been automatically exercised on the Expiration Date by “cashless”
conversion pursuant to Section 1.2. 
 4.2 Legends. This Warrant and the Shares (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: 
 THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR PURSUANT TO RULE
144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 








  
 4.3 Compliance with
Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part
without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company).
The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that
it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 

4.4 Transfer Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the
Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address
and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable); provided, however, that Holder may transfer all or part of this Warrant to its
affiliates, including, without limitation, Comerica Incorporated, at any time without notice to the Company, and such affiliate shall then be entitled to all the rights of Holder under this Warrant and any related agreements, and the Company shall
cooperate fully in ensuring that any stock issued upon exercise of this Warrant is issued in the name of the affiliate that exercises the Warrant. The terms and conditions of this Warrant shall inure to the benefit of, and be binding upon, the
Company and the holders hereof and their respective permitted successors and assigns. Unless the Company is filing financial information with the SEC pursuant to the Securities Exchange Act of 1934, the Company shall have the right to refuse to
transfer any portion of this Warrant to any person who directly competes with the Company. 
 4.5 Notices. All notices
and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished
to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. All notices to the Holder shall be addressed as follows: 

Comerica Bank 
 Attn: Warrant Administrator 
 500 Woodward
Avenue, 32nd Floor, MC 3379 

Detroit, MI 48226 
 4.6 Amendments. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change,
waiver, discharge or termination is sought. 
 4.7 Attorneys’ Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 

4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without
giving effect to its principles regarding conflicts of law. 








  
 
			
	MASERGY COMMUNICATIONS, INC.
		
	By:	 	 /s/ Robert E. Bodnar

		
	Name:	 	 Robert E. Bodnar

		
	Title:	 	 Sr. Vice President & CFO




Authorized signatories under Corporate Resolutions to Borrow or an authorized signer(s) under a resolution covering Warrants must sign the Warrant.









 APPENDIX 1 
 NOTICE OF EXERCISE 
 1. The undersigned hereby elects to purchase
                     shares of the
                     stock of Masergy Communications, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the
purchase price of such shares in full. 
 1. The undersigned hereby elects to convert the attached Warrant into shares in the
manner specified in the Warrant. This conversion is exercised with respect to                      of the shares covered by the Warrant.

 [Strike paragraph that does not apply.] 
 2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below: 

Comerica Bank 

Attn: Warrant Administrator 
 500 Woodward Avenue, 32nd Floor, MC 3379 
 Detroit, MI 48226 

3. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with
a view toward the resale or distribution thereof except in compliance with applicable securities laws. 
  

	
	COMERICA BANK or Registered Assignee
	
	  

	(Signature)
	
	  

	(Date)