Exhibit 1.1
 _______________ Shares
 TRUSTWAVE HOLDINGS, INC.
 COMMON STOCK, PAR VALUE $ ___ PER SHARE
 UNDERWRITING AGREEMENT




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Company Underwriters Firm Shares  Additional Shares Shares. Common Stock.
 Commission Securities Act Registration Statement Prospectus. Rule 462 Registration Statement Registration Statement




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free writing prospectus Time of Sale Prospectus broadly
available road show
 Morgan Stanley Participants Directed Share Program Directed Shares
 Representations and Warranties
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3




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4




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Environmental Laws
   5




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Anti-Money Laundering Laws
 Person
 OFAC UNSC EU
 6




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HMT Sanctions
        7




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Intellectual Property Company Intellectual Property
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9




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Agreements to Sell and Purchase. Purchase Price
  10




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Option Closing Date
 Terms of Public Offering Public Offering Price
 Payment and Delivery. Closing Date
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Conditions to the Underwriters Obligations
        12




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provided
   Covenants of the Company
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provided
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provided Exchange Act provided provided
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Covenants of the Underwriters
 Indemnity and Contribution.
  18




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indemnified party indemnifying party
  19




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pro rata
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Directed Share Program Indemnification. Morgan Stanley Entities
  21




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Termination
 Effectiveness; Defaulting Underwriters
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provided
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Entire Agreement
  Counterparts
 Applicable Law
 Headings
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Notices
 Very truly yours,
TRUSTWAVE HOLDINGS, INC.By:Name:Title: 
  
  By:Name:Title:
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SCHEDULE I
 Number of Firm Shares To BeUnderwriter
    
    PurchasedMorgan Stanley & Co. LLCJ.P. Morgan Securities LLCBarclays Capital Inc.William Blair & Company L.L.C.BMO Capital Markets Corp.Total:
 I-1




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SCHEDULE II
 Time of Sale Prospectus
 1.
    
    Preliminary Prospectus issued [date]2.
    
    [identify all free writing prospectuses filed by the Company under Rule 433(d) of the
Securities Act]3.
    
    [free writing prospectus containing a description of terms that does not reflect final terms,
if the Time of Sale Prospectus does not include a final term sheet]4.
    
    [orally communicated pricing information such as price per share and size of offering if a
Rule 134 pricing term sheet is used at the time of sale instead of a pricing term sheet filed
by the Company under Rule 433(d) as a free writing prospectus]
 II-1




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EXHIBIT A
 FORM OF LOCK-UP LETTER
  
 
  Morgan Stanley Underwriting Agreement Company Public Offering Underwriters Shares Common Stock
 Prospectus Exchange Act




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provided provided provided provided bona fide provided
  A-2




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Released Securities
 A-3




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Very truly yours,(Name)(Address)
 A-4