North America
EX-10.53 5 c63891a6exv10w53.htm EX-10.53 exv10w53
Exhibit 10.53
SEVENTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT
THIS SEVENTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this Seventh Amendment) is entered into as of
August __, 2011 (the Seventh Amendment Date), by and among TrustWave Holdings, Inc., a Delaware corporation (the Company), and the persons signatory hereto (the Signatories).
August __, 2011 (the Seventh 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 Seventh 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 Seventh Amendment.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants and conditions contained in this Seventh 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. Certain Definitions. The following definition contained in Section 1.1 of the Original Agreement is hereby amended to read, in its entirety, as follows:
Qualified Public Offering means either (i) a Qualified Public Offering, as such term is defined in the Companys Certificate of Incorporation, or (ii) the initial public offering of the Companys common stock pursuant to the Companys Registration Statement on Form S-1 (SEC No. 333-173661), regardless of the initial public offering price.
2. No Other Amendments. Except as expressly amended by this Seventh Amendment, all of the terms and provisions of the Original Agreement shall remain in full force and effect.
3. Counterparts. This Seventh 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)
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be executed as of the Seventh Amendment Date.
COMPANY: | ||||||
TRUSTWAVE HOLDINGS, INC. | ||||||
By: | ||||||
Name: Robert McCullen Title: Chief Executive Officer | ||||||
STOCKHOLDERS: | ||||||
Financial Technology Ventures II (Q), L.P. | ||||||
Financial Technology Ventures II, L.P. | ||||||
By: | Financial Technology Management, II, LLC | |||||
By: | ||||||
Title: | ||||||
FTVentures III, L.P. | ||||||
FTVentures III-N, L.P. | ||||||
FTVentures III-T, L.P. | ||||||
By: | FTVentures Management III, LLC | |||||
By: | ||||||
Title: | ||||||
Richard Kiphart | ||||||
David Valentine |
Signature Page to Seventh Amendment to Investor Rights Agreement
DBRC Investments, LLC. | ||||||
By: | ||||||
Title: | ||||||
Phillip J. Smith | ||||||
Kevin Bradford | ||||||
MBK Ventures, LLC | ||||||
By: | ||||||
Title: Manager |
Signature Page to Seventh Amendment to Investor Rights Agreement
Caledonia Investments, L.P. | ||||||
By: | ||||||
Title: Managing Director | ||||||
Nicholson Acquisitions LP | ||||||
By: | ||||||
Title: General Partner |
Signature Page to Seventh Amendment to Investor Rights Agreement
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: | ||||||
THE PRODUCTIVITY FUND IV ADVISORS FUND, L.P. | ||||||
By: By: By: | 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 | |||||
By: | ||||||
FA PRIVATE EQUITY FUND IV, L.P. | ||||||
By: | FA Private Equity Management IV, L.C.C., | |||||
its General Partner | ||||||
By: | First Analysis Private Equity Management | |||||
Company IV, L.L.C., its Managing Member | ||||||
By: | First Analysis Venture Operations and | |||||
Research, L.L.C., its Managing Member | ||||||
By: | First Analysis Corporation, its Manager | |||||
By: | ||||||
Signature Page to Seventh Amendment to Investor Rights Agreement
FA PRIVATE EQUITY FUND IV GMBH & CO. BETEILIGUNGS KG | ||||||
By: | FA Private Equity Management IV, L.C.C., | |||||
its Managing Limited Partner | ||||||
By: | First Analysis Private Equity Management | |||||
Company IV, L.L.C., its Managing Member | ||||||
By: | First Analysis Venture Operations and | |||||
Research, L.L.C., its Managing Member | ||||||
By: | First Analysis Corporation, its Manager | |||||
By: | ||||||
Signature Page to Seventh Amendment to Investor Rights Agreement
SRBA #5, L.P. | ||||||
By: | Hallman Management Trust, its General Partner | |||||
By: | ||||||
Signature Page to Seventh Amendment to Investor Rights Agreement