North America

THE PRODUCTIVITY FUND, IV L.P.

First Analysis Management Company IV, L.L.C., its General Partner

First Analysis Venture Operations and Research, L.L.C., its Member

First Analysis Corporation, its Manager

EX-10.21 20 c63891exv10w21.htm EX-10.21 exv10w21

Exhibit 10.21

SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENT

THIS SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of June 3, 2008 (the “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 Stockholders’ 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 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 issued and outstanding shares of Common Stock (on an as-converted basis); and

WHEREAS, the parties hereto desire to amend the Original Agreement as provided in this Amendment.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants and conditions contained in this 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. Exhibit C. Exhibit C attached to the Original Agreement is hereby amended to read, in its entirety, as set forth on Exhibit C attached to this Amendment.

2. No Other Amendments. Except as expressly amended by this Amendment, all of the terms and provisions of the Original Agreement shall remain in full force and effect.

3. Counterparts. This 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.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the 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 Garman
	Name:	Richard Garman
	Title:


	Financial Technology Ventures II, L.P.
	By:	Financial Technology Management, II, LLC



	By:	/s/ Richard Garman
		Name:
		Title:



	/s/ Richard Kiphart
	Richard Kiphart



	/s/ David Valentine
	David Valentine


	DBRC Investments, LLC.
	By:	/s/
		Name:
		Title:


	/s/ Joseph Patanella
	Joseph L. Patanella


	/s/ Phillip J. Smith
	Phillip J. Smith


Caledonia Investments, L.P.
By:	/s/ Tim Nicholson
	Name:	Tim Nicholson
	Title:


The Nicholson Family Limited Partnership
By:	/s/ Tim Nicholson
	Name:	Tim Nicholson
	Title:


MBK Ventures, LLC
By:	/s/ Robert McCullen
	Name:	Robert McCullen
	Title:	Manager



	Erik Schetina



	By:	/s/ Howard S. Smith
		Howard S. Smith, Managing Director



	By:	/s/ Howard S. Smith
		Howard S. Smith, Managing Director

EXHIBIT C

List of Investors

Name and Address

Series A-1 Preferred
Financial Technology Ventures II (Q), L.P.
c/o Financial Technology Management II, LLC
601 California Street, Suite 2200
San Francisco, California 94108
Attention: David Haynes
Facsimile: 415 ###-###-####

Financial Technology Ventures II, L.P.
c/o Financial Technology Management II, LLC
601 California Street, Suite 2200
San Francisco, California 94108
Attention: David Haynes
Facsimile: 415 ###-###-####

Series A-2 Preferred
Julia Gluck
530 Longwood
Glencoe, IL 60022

Rebecca Kiphart
c/o William Blair and Company
222 W. Adams
Chicago, IL 60606

Richard Kiphart
c/o William Blair and Company
222 W. Adams
Chicago, IL 60606

David Valentine
348 Sterling Road
Kenilworth, IL 60043

Series B Preferred
DBRC Investments, LLC.
70 West Madison, Suite 5500
Chicago, Il 60602

Class A Common
Barry Patrick Smith
11816 Hunting Ridge Court
Potomac, Maryland 20854

Frank R. Sourbeer
100 Cumberland Road
Lemoyne, PA 17403

Caledonian Investments, L.P.
c/o Timothy F. Nicholson
304 Gilbert Road
Dillsburg, PA 17019

The Nicholson Family Limited Partnership
c/o Timothy F. Nicholson
304 Gilbert Road
Dillsburg, PA 17019

Joseph L. Patanella
3405 Hidden River View Rd
Annapolis, Maryland 21403

Erik S. Schetina
82-40 Austin Sr
Kew Gardens NY 11415

Ronald Waranowski
2914 Constellation Way
Finksburg, MD 21048

Phillip J. Smith
12127 Long Ridge Lane
Bowie, Maryland 20715

Jacob Carlson
444 16^th St
Brooklyn, NY 11215

Daniel Muldoon
5228 Waugh Point Rd
King George, VA 22485

Jaime Romero
442 W 22^nd St #14
New York, NY 10011

The Patanella Family Trust
c/o James S. Patanella
920 Sunset Valley Drive
Sykesville, MD 21784

Jack Troia
2987 Fort Matanaza Terrace
Henderson, NV 89052

MBK Ventures, LLC
566 West Adams, Suite 401
Chicago, Illinois 60661
Attn: Andrew Bokor and Robert McCullen, Managers

Productivity Fund IV, LP
Productivity Fund IV Advisors Fund, LP
FA Private Equity Fund IV, LP
FA Private Equity Fund IV GMBH
1 South Wacker Suite 3900
Chicago, IL 60606

Prism Opportunity Fund SBIC, LP
444 N. Michigan Ave
Chicago, IL 60611

Argentum Capital Partners II, LP
60 Madison Ave
New York, NY 10010

VM Funding, LLC
310 Redgate Farm
Troy VA 22974