North America
EX-10.17 16 c63891exv10w17.htm EX-10.17 exv10w17
Exhibit 10.17
THIRD AMENDMENT TO INVESTOR RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this Third Amendment) is entered into as of August 26, 2009 (the Third Amendment Date), by and among TrustWave Holdings, Inc., a Delaware corporation (the Company), and the persons signatory hereto (the Signatories).
RECITALS
WHEREAS, the Company and its stockholders are parties to that certain Investor Rights Agreement, dated as of March 14, 2005, as amended through the date hereof (as so amended, the Original Agreement); and
WHEREAS, all capitalized terms used in this Third Amendment which are not defined herein shall have the respective meanings assigned to them in the Original Agreement; and
WHEREAS, the Signatories constitute the holders of at least a majority of the Registrable Securities; and
WHEREAS, the parties hereto desire to amend the Original Agreement as provided in this Third Amendment.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants and conditions contained in this Third Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Addition of Common Stockholders. For all purposes of the Original Agreement, as amended by this Third Amendment, each stockholder listed on the attached Schedule 1 is hereby constituted as a Common Stockholder and, so long as on the date of determination such stockholder holds Registrable Securities representing at least 100,000 shares of Common Stock, a Major Common Stockholder.
2. Information and Reporting. Without limiting the foregoing, each stockholder listed on the attached Schedule 1 shall be entitled to the benefits of Sections 3.1 and 3.2 of the Original Agreement, subject to the limitations contained in Sections 3.3 and 3.7 of the Original Agreement, so long as such stockholder is a Major Investor and continues to hold at least ten percent (10%) of the total number of shares of capital stock (as adjusted for stock splits and on an as-converted basis) held by such stockholder on the Third Amendment Date.
3. Market Stand-Off Agreement. The first sentence (other than the proviso) of Section 2.10 of the Original Agreement is hereby amended to read, in its entirety, as follows:
Each Holder hereby agrees that such Holder shall not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the
registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed ninety (90) days or, if required by the underwriters, a period not to exceed one hundred eighty (180) days following the effective date of a Registration Statement of the Company filed under the Securities Act (the Lock-up);
4. Joinder. By executing this Third Amendment, each stockholder listed on the attached Schedule 1 agrees that he, she or it shall succeed to all of the obligations of a Common Stockholder, Major Common Stockholder and/or Major Investor as contemplated by the Original Agreement, as amended by this Third Amendment.
5. No Other Amendments. Except as expressly amended by this Third Amendment, all of the terms and provisions of the Original Agreement shall remain in full force and effect.
6. Counterparts. This Third Amendment may be executed by facsimile and in counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
(SIGNATURES ON NEXT PAGES)
2
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed as of the Third Amendment Date.
COMPANY: TRUSTWAVE HOLDINGS, INC. | ||||
By: | /s/ Robert McCullen | |||
Name: | Robert McCullen | |||
Title: | Chief Executive Officer | |||
STOCKHOLDERS: Financial Technology Ventures II (Q), L.P. By: Financial Technology Management, II, LLC | ||||
By: | /s/ Richard N. Garman | |||
Name: | Richard N. Garman | |||
Title: | Managing Member | |||
Financial Technology Ventures II, L.P. By: Financial Technology Management, II, LLC | ||||
By: | /s/ Richard N. Garman | |||
Name: | Richard N. Garman | |||
Title: | Managing Member | |||
/s/ Richard Kiphart | ||||
Richard Kiphart | ||||
/s/ David Valentine | ||||
David Valentine | ||||
3
DBRC Investments, LLC. | ||||
By: | /s/ Robert McCullen | |||
Name: | Robert McCullen | |||
Title: | ||||
/s/ Joseph L. Patanella | ||||
Joseph L. Patanella | ||||
/s/ Phillip J. Smith | ||||
Phillip J. Smith | ||||
Caledonia Investments, L.P. | ||||
By: | /s/ Tim Nicholson | |||
Name: | Tim Nicholson | |||
Title: | Managing Director | |||
The Nicholson Family Limited Partnership | ||||
By: | /s/ Tim Nicholson | |||
Name: | Tim Nicholson | |||
Title: | General Partner | |||
MBK Ventures, LLC | ||||
By: | ||||
Name: | Robert McCullen | |||
Title: | Manager |
4
THE PRODUCTIVITY FUND, IV L.P. | ||||||
By: | First Analysis Management Company IV, | |||||
L.L.C., its General Partner | ||||||
By: | First Analysis Venture Operations and | |||||
Research, L.L.C., its Member | ||||||
By: | First Analysis Corporation, its Manager | |||||
By: | /s/ Howard S. Smith | |||||
THE PRODUCTIVITY FUND, IV ADVISORS FUND, L.P. | ||||||
By: | First Analysis Management Company IV, | |||||
L.L.C., its General Partner | ||||||
By: | First Analysis Venture Operations and | |||||
Research, L.L.C., its Member | ||||||
By: | First Analysis Corporation, its Manager | |||||
By: | /s/ Howard S. Smith |
5
SIGMA PARTNERS 6, L.P. | ||||
By: | /s/ Robert E. Davoli | |||
Its Managing Director | ||||
SIGMA ASSOCIATES 6, L.P. | ||||
By: | /s/ Robert E. Davoli | |||
Its Managing Director | ||||
SIGMA INVESTORS 6, L.P. | ||||
By: | /s/ Robert E. Davoli | |||
Its Managing Director | ||||
WILLIAM BLAIR CAPITAL PARTNERS VII QP, L.P. | ||||
By: | Ellen Carnahan | |||
Its Managing Director of its GP_____ | ||||
WILLIAM BLAIR CAPITAL PARTNERS VII, L.P. | ||||
By: | Ellen Carnahan | |||
Its Managing Director of its GP_____ | ||||
GCP IV AFFILIATES, L.P. | ||||
By: | /s/ [illegible signature] | |||
Its | ||||
GLOBESPAN CAPITAL PARTNERS IV GMBH & CO. KG | ||||
By: | /s/ [illegible signature] | |||
Its | ||||
6
JAFCO GLOBESPAN USIT IV, L.P. | ||||
By: | /s/ [illegible signature] | |||
Its | ||||
GLOBESPAN CAPITAL PARTNERS (CAYMAN) IV, L.P. | ||||
By: | /s/ [illegible signature] | |||
Its | ||||
GLOBESPAN CAPITAL PARTNERS IV, L.P. | ||||
By: | /s/ [illegible signature] | |||
Its | ||||
SEQUEL LIMITED PARTNERSHIP III | ||||
By: | /s/ [illegible signature] | |||
Its | ||||
SEQUEL ENTREPRENEURS FUND III, L.P. | ||||
By: | /s/ [illegible signature] | |||
Its | ||||
/s/ David Parkinson | ||||
David Parkinson | ||||
/s/ James Barker | ||||
James M. Barker | ||||
7
SCHEDULE 1
Viking Stockholders
Viking Stockholders
Sigma Partners 6, L.P.
Sigma Associates 6, L.P.
Sigma Investors 6, L.P.
William Blair Capital Partners VII QP, L.P.
William Blair Capital Partners VII, L.P.
GCP IV Affiliates, L.P.
Globespan Capital Partners IV GmbH & Co. KG
JAFCO Globespan USIT IV, L.P.
Globespan Capital Partners (Cayman) IV, L.P.
Globespan Capital Partners IV, L.P.
Sequel Limited Partnership III
Sequel Entrepreneurs Fund III, L.P.
David Parkinson
James M. Barker