FIFTH AMENDMENT TO STOCKHOLDERS’ AGREEMENT
Exhibit 10.24
FIFTH AMENDMENT TO STOCKHOLDERS’ AGREEMENT
THIS FIFTH AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered
into as of March 1, 2010 (the “Fifth 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. Addition of Stockholders. The stockholders listed on the attached Schedule
1 are hereby constituted as Other Stockholders and Stockholders for all purposes of the
Original Agreement, as amended by this Amendment.
2. Exhibit C. Exhibit C attached to the Original Agreement is hereby amended by
adding thereto the stockholders listed on the attached Schedule 1.
3. Eligible Stockholders. The stockholders listed on the attached Schedule 1
are hereby constituted as Eligible Stockholders so long as they hold at least 100,000 Shares (as
adjusted for stock splits and on an as-converted basis) as of the Fifth Amendment Date and as of
the date of the Offer and with respect to the stockholders listed on the attached Schedule
1 only, the date December 29, 2006 appearing in Sections 3.2(a) and 3.3(a) is replaced with the
date that is the Fifth Amendment Date.
4. Joinder. By executing this Amendment, each stockholder listed on the attached
Schedule 1 agrees that he, she or it shall succeed to all of the obligations of an Other
Stockholder, Stockholder and/or Eligible Stockholder as contemplated by the Original Agreement, as
amended by this Amendment.
5. 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.
6. 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]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
Fifth Amendment Date.
| COMPANY: TRUSTWAVE HOLDINGS, INC. |
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: | Chief Executive Officer | |||
| STOCKHOLDERS: Financial Technology Ventures II (Q), L.P. By: Financial Technology Management, II, LLC |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Title: | Managing Member | |||
| Financial Technology Ventures II, L.P. By: Financial Technology Management, II, LLC |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Managing Member | |||
| /s/ ▇▇▇▇▇▇▇ Kiphard | ||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
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| DBRC Investments, LLC. |
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Name: | ||||
| Title: | ||||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||
| Caledonia Investments, L.P. | ||||
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Managing Director | |||
| The ▇▇▇▇▇▇▇▇▇ Family Limited Partnership |
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| By: | /s/ Time ▇▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | General Partner | |||
| MBK Ventures, LLC |
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: | Manager | |||
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▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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| LAZARD TECHNOLOGY PARTNERS II LP By: LTP II LP Its: General Partner |
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| By: LTP II GenPar LLC Its: General Partner |
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| By: Lazard Alternative Investments LLC Its: Manager |
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Its Managing Principal | ||||
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| JMI EQUITY FUND IV, L.P. By: JMI Associates IV, LLP Its: General Partner |
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Its Managing Member | ||||
| JMI EQUITY FUND IV (AI), L.P. By: JMI Associates IV, LLC Its: General Partner |
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Its Managing Member | ||||
| JMI EURO EQUITY FUND IV, L.P. By: JMI Associates IV, LLC Its: General Partner |
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Its Managing Member | ||||
| JMI EQUITY SIDE FUND, L.P. By: JMI Side Associates, LLC Its: General Partner |
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Its Managing Member | ||||
| JMI INCUBATOR FUND, L.P. By: JMI Incubator Associates L.L.C. Its : General Partner |
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Its Managing Member | ||||
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| JMI INCUBATOR FUND (QP), L.P. By: JMI Incubator Associates L.L.C. Its: General Partner |
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Its Managing Member | ||||
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SCHEDULE 1
Inca Stockholders
Inca Stockholders
LAZARD TECHNOLOGY PARTNERS II LP
JMI EQUITY FUND IV, L.P.
JMI EQUITY FUND IV (AI), L.P.
JMI EURO EQUITY FUND IV, L.P.
JMI EQUITY SIDE FUND, L.P.
JMI INCUBATOR FUND, L.P.
JMI INCUBATOR FUND (QP), L.P.