EX-4.9



 Exhibit 4.9 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO
RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED
UNDER THE ACT, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE, SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THE SHARES. 

WARRANT TO PURCHASE STOCK 
  

			
	Corporation:	  	SILVERBACK ENTERPRISE GROUP, INC., a Delaware corporation
	Number of Shares:	  	120,000
	Class of Stock:	  	Preferred Series B Preferred Stock
	Warrant Price:	  	$1.00 per share
	Issue Date:	  	March 5, 2012
	Expiration Date:	  	March 5, 2019 (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, a Texas banking association, or its assignee (“Holder”), is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the
“Shares”) of SILVERBACK ENTERPRISE GROUP, INC. (the “Company”) at the Warrant Price, all as set forth above and as adjusted pursuant to the terms 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 a duly executed Notice of Exercise in substantially the form attached as Appendix I to the principal office of the Company (or such other appropriate location as Holder is so instructed by the
Company). Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company) or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 

1.2 Delivery of Certificate and New Warrant. Within 30 days after Holder exercises this Warrant and the Company receives payment of the
aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised and has not expired, a new warrant representing the Shares not so acquired. 

1.3 Replacement of Warrants. In the case of loss, theft or destruction of this Warrant, upon delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company or, in the case of mutilation, upon 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.








 1.4 Acquisition of the Company. 

1.4.1 “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, sale of the voting securities of the Company or other transaction or
series of related transactions where the holders of the Company’s securities before the transaction or series of related transactions beneficially own less than 50% of the outstanding voting securities of the surviving entity after the
transaction or series of related transactions (other than in connection with a bona fide sale of issuance of securities of the Company for capital raising purposes (each an “Equity Financing”), the primary purpose of which is to fund the
Company’s operations). 
 1.4.2 Treatment of Warrant in the Event of an Acquisition. The Company shall give
Holder written notice at least fifteen (15) days prior to the closing of any proposed Acquisition. The Company will use commercially reasonable efforts to cause (i) the acquirer of the Company, (ii) successor or surviving entity or
(iii) parent entity in an Acquisition (the “Acquirer”) to assume this Warrant as a part of the Acquisition. 

(a) If the Acquirer assumes 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, and
the Warrant Price and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof. 

(b) If the Acquirer refuses to assume this Warrant in connection with the Acquisition, the Company shall give Holder an
additional written notice at least ten (10) days prior to the closing of the Acquisition of such fact. In such event, notwithstanding any other provision of this Warrant to the contrary, Holder may immediately exercise this Warrant in the
manner specified in this Warrant with such exercise effective immediately prior to closing of the Acquisition. If Holder elects not to exercise this Warrant, then this Warrant will terminate immediately prior to the closing of the Acquisition.
Notwithstanding any other provision of this Warrant to the contrary if the Acquirer refuses to assume this Warrant in connection with such Acquisition, other than in connection with an Excluded Acquisition (as defined below), then effective as of
the date that is ten (10) days prior to the closing of such Acquisition, the Holder shall have the option to elect (i) that the Warrant Price be adjusted, without further action of any party, to $0.01 per share or (ii) to put this
Warrant to the Company for a per Share amount equal to the difference between the Acquisition consideration payable for one Share and the Warrant Price. As used herein, an “Excluded Acquisition” means, an Acquisition where the
consideration that the holders of the Shares are entitled to receive on account of the Shares consists entirely of cash and/or shares of common stock that are publicly traded on a national exchange and where the shares, if any, receivable by the
Holder of this Warrant were the Holder to exercise this Warrant in full immediately prior to the closing of such Acquisition may be publicly re-sold by the Holder in their entirety within the three (3) months following such closing pursuant to
Rule 144 or an effective registration statement under the Act. 
 ARTICLE 2 

ADJUSTMENTS TO THE SHARES 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock payable in common stock, or other
securities, or subdivides the outstanding common stock into a greater amount of common stock, 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. 

  
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 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 Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as
Exhibit A (the “Certificate”), 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, the number of securities or
property issuable upon exercise of the new warrant and expiration date. 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, reverse split or
otherwise, into a lesser Number of Shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are split or multiplied, by reclassification or otherwise, into a greater Number of Shares, the Warrant Price shall be
proportionately decreased. 
 2.4 Adjustments for Diluting Issuances. In the event of the issuance (a “Diluting Issuance”)
by the Company, after the Issue Date of this Warrant, of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those
provisions of the Certificate, which apply to Diluting Issuances as if the Shares were outstanding on the date of such Diluting Issuance. The provisions set forth for the Shares in the Certificate relating to the above in effect as of the Issue Date
may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the
rights associated with all other shares of the same series and class as the Shares granted to the Holder Under no circumstances shall the aggregate Warrant Price payable by the Holder upon exercise of this Warrant increase as a result of any
adjustment arising from a Diluting Issuance. 
 2.5 No Impairment. The Company shall not, by amendment of its Certificate 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 2 against
impairment. Notwithstanding the foregoing, nothing shall prohibit the Company from amending its Certificate with the requisite consent of the board of directors and stockholders, and the Company shall not have been deemed to have impaired
Holder’s rights hereunder, if it amends the Certificate, if the holders of the Company’s capital stock consent to such amendment or waive their rights thereunder so long as such amendment or waiver affects the Shares in the same manner as
such amendment or waiver affects the other shares of the same series of stock as the Shares. 
 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 signed by 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 of this 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 of this Warrant, the Company shall eliminate such fractional share interest by paying Holder an amount computed by multiplying the fractional
interest by the fair market value, as determined by the Company’s Board of Directors, of a full Share. 

  
 3 








 ARTICLE 3 

REPRESENTATIONS AND COVENANTS OF THE COMPANY 

3.1 Representations and Warranties. The Company hereby represents and warrants to, and agrees with, the Holder as follows: 

3.1.1 The initial Warrant Price referenced on the first page of this Warrant is not greater than the Series B Conversion Price
(as defined in the Certificate) as of the date of hereof. 
 3.1.2 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 or under applicable federal and state securities laws. 
 3.1.3 The
Company’s capitalization table delivered to Holder as of the Issue Date 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 stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for
subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of stock; or (d) to merge or consolidate
with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the Company shall give Holder (1) at least ten
(10) days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of stock will be entitled thereto) or for determining rights to
vote, if any, in respect of the matters referred to in (a) and (b) above; and (2) in the case of the matters referred to in (c) and (d) above at least ten (10) days prior written notice of the date when the same will
take place (and specifying the date on which the holders of stock will be entitled to exchange their stock for securities or other property deliverable upon the occurrence of such event). Upon request, the Company shall provide Holder with such
information reasonably necessary for Holder to evaluate its rights as a holder of this Warrant or Warrant Shares in the case of matters referred to (a), (b), (c) and (d) herein above. Holder agrees to keep any information received under
this Section confidential in a manner consistent with the confidentiality practices of Holder. Any notice required pursuant to this Section 3.2 may be waived by Holder, either prospectively or retroactively. 

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 communications, information and/or communiqués to the shareholders of the Company (in their capacity as shareholders and not as officers or directors of the Company), (b) within ninety
(90) days after the end of each fiscal year of the Company, the annual unaudited financial statements of the Company, (c) within forty-five (45) days after the end of each fiscal quarter, the Company’s quarterly unaudited
financial statements and (d) within thirty (30) days after the end of each month, the Company’s monthly, unaudited financial statements. In addition, and without limiting the generality of the foregoing, so long as the Holder holds
this Warrant and/or any of the Shares, the Company shall afford to the Holder the same access to information concerning the Company and its business and financial condition as would be afforded to a holder of the class of Shares (in such
holder’s capacity as shareholder and not as officer or direction of the Company) under applicable state law and/or any agreement with any holder of the class of Shares. The Company’s obligations under this Section 3.3 shall terminate
at such time as the Company becomes subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. 

  
 4 








 3.4 Registration Under the Act. The Company agrees that the Shares or, if the Shares are
convertible into common stock of the Company, such common stock, shall be deemed “Registrable Securities” or otherwise entitled to “piggy back” registration rights in accordance with the terms of that certain Amended and Restated
Investors’ Rights Agreement between the Company and its investors dated as of January 25, 2012, as same may be amended from time to time (the “Agreement”), a copy of which is attached hereto as Exhibit B. The Company
agrees that no amendments will be made to the Agreement which would have an adverse impact on Holder’s registration rights hereunder this provision without the prior written consent of Holder unless such amendment affects the registration
rights associated with the Shares in the same manner as such amendment affects the registration rights associated with all other shares of the same series and class as the Shares granted to Holder. Holder shall be deemed to be a party to the
Agreement solely for the purpose of the above-mentioned registration rights and the Market Stand-Off Provision set forth in Section 2.10 of the Agreement. 

ARTICLE 4 
 MISCELLANEOUS

 With respect to the acquisition of this Warrant and any of the Shares, Holder hereby represents and warrants to, and agrees with, the
Company as follows: 
 4.1 Purchase Entirely for Own Account. This Warrant is issued to Holder in reliance upon Holder’s
representation to the Company that this Warrant and the Shares will be acquired for investment for Holder’s, or its affiliate’s, own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof
other than to an affiliate, and that Holder has no present intention of selling, granting any participation in, or otherwise distributing the same other than to an affiliate. By executing this Warrant, Holder further represents that Holder does not
have any contract, undertaking, agreement or arrangement with any person, other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of the Shares. 

4.2 Reliance upon Holder’s Representations. Holder understands that this Warrant and the Shares are not registered under the Act on
the ground that the issuance of such securities is exempt from registration under the Act, and that the Company’s reliance on such exemption is predicated on Holder’s representations set forth herein. 

4.3 Accredited Investor Status. Holder represents to the Company that Holder is an Accredited Investor (as defined in the Act). 

4.4 Restricted Securities. Holder understands that this Warrant and the Shares are “restricted securities” under the federal
securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the
Act only in certain limited circumstances. 
 4.5 Market Stand-Off. Holder agrees to be bound by the Market Stand-Off provision
contained in Section 2.10 of the Agreement. 
 4.6 Term; Exercise Upon 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 if the Company completes its initial public offering within the three-year period immediately prior to the Expiration Date, the
Expiration Date shall automatically be extended until the third anniversary of the effective date of the Company’s initial public offering. The Company agrees that Holder may terminate this Warrant, upon notice to the Company, at any time in
its sole discretion. 

  
 5 








 4.7 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 WARRANT AND
THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. 
 THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT
FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF
THE SHARES. 
 4.8 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. The Company shall not require Comerica Bank (“Bank”) or a Bank Affiliate (as defined herein) to provide an opinion of counsel or investment representation letter if the transfer is to Bank’s parent company, Comerica
Incorporated (“Comerica”), or any other affiliate of Bank (“Bank Affiliate”). 
 4.9 Transfer Procedure. After
receipt of the executed Warrant, Bank will transfer all of this Warrant to Comerica Ventures Incorporated, a non-banking subsidiary of Comerica and a Bank Affiliate (“Ventures”). Subject to the provisions of Section 5.3, 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 this 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, Ventures, at any time without notice or the delivery of any other instrument 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 this 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. 

4.10 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, or sent via a nationally recognized overnight courier service, fee prepaid, or on the first business day after transmission by facsimile, at such
address or facsimile number 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. Effective upon the receipt of executed Warrant and initial transfer described in
Article 5.4 above, all notices to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: 

  
 6 








 Comerica Ventures Incorporated 

Attn: Warrant Administrator 

1717 Main Street, 5th Floor, MC 6406 

Dallas, Texas 75201 
 Facsimile
No. (214) 462-4459 
 All notices to the Company shall be addressed as follows: 

Silverback Enterprise Group, Inc. 

Attn: Chief Executive Officer 

401 Congress Ave. 
 Suite 2950

 Austin, Texas 78701 
 4.11
Amendments; Waiver. This Warrant and any term hereof may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such amendment, change, waiver, discharge or
termination is sought. 
 4.12 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. 

4.13 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. 
 4.14 Confidentiality. The Company hereby agrees to keep the terms and
conditions of this Warrant confidential. Notwithstanding the foregoing confidentiality obligation, the Company may disclose information relating to this Warrant as required by law, rule, regulation, court order or other legal authority, provided
that (i) the Company has given Holder at least ten (10) days’ notice of such required disclosure, and (ii) the Company only discloses information that is required, in the opinion of counsel reasonably satisfactory to Holder, to
be disclosed. 
 4.15 Rights as Shareholder. Other than as explicitly set forth in this Warrant, no holder of this Warrant, as such,
shall be entitled to vote or receive dividends or be deemed the holder of Shares or any other securities of the Company which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to
confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice of
meetings, or to receive dividends or subscriptions rights or otherwise until this Warrant shall have been exercised as provided herein. 

[Signature on Following Page] 

  
 7 








 
			
	SILVERBACK ENTERPRISE GROUP, INC.
		
	By:	 	/s/ JOHN T. MCDONALD
	Name:	 	John T. McDonald
	Title:	 	Chief Executive Officer


 [Signature Page to Warrant] 







 APPENDIX I 

NOTICE OF EXERCISE 

1. The undersigned hereby elects to purchase              shares of the
                     stock of Silverback Enterprise Group, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price of such shares in full. 
 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 Ventures Incorporated 

Attn: Warrant Administrator 
 1717
Main Street, 5th Floor, MC 6406 
 Dallas, Texas 75201 

Facsimile No. (214) 462-4459 

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. 
 4. The undersigned agrees to be bound
by the obligations of Holder under the attached Warrant, including, without limitation, the “Market Stand-Off” provision referenced in Section 2.10 of that certain Amended and Restated Investors’ Rights Agreement between the
Company and its investors dated as of January 25, 2012, as same may be amended from time to time. 
  

	
	 COMERICA VENTURES INCORPORATED
 or
Assignee

	
	  
 (Signature)

	
	  
 (Name and Title)

	
	  
 (Date)