exv10w45






Exhibit 10.45








	 	 	 

	

	 	Trustwave Holdings Inc.
	 	70 West Madison Street, Suite 1050
	 	Chicago, IL 60602








July 13, 2011




Mr. Richard Kiphart

c/o William Blair & Company, L.L.C

222 West Adams Street

Chicago, Illinois 60606




Financial Technology Ventures II (Q), L.P.

Financial Technology Ventures II, L.P.

c/o Mr. Richard Garman

555 California Street, Suit 2900

San Francisco, California 94104



Dear Sirs:




     This letter shall confirm our agreement that you have agreed, subject to the terms hereof, to
consent, and you will take all such necessary action to effect, (i) the conversion of all of the
respective shares of the Series A Preferred Stock (the “Preferred Stock”) of Trustwave
Holdings, Inc., a Delaware corporation (the “Company”) of which you are a beneficial owner
into shares of the Company’s Common Stock on a share-for-share basis in connection with the initial
public offering of the Company’s Common Stock in the manner and as contemplated by the Company’s
Registration Statement on Form S-1 (SEC No. 333-173661) (the “IPO”) and (ii) an amendment
to that certain Stockholders’ Agreement, dated as of March 14, 2005, by and among the Company and
the investors named therein, as amended to the date hereof, and to the certain Investor Rights
Agreement, dated March 14, 2005, by and among the Company and the investors named therein, as
amended to the date hereof, to provide in each case that the IPO shall constitute a “Qualified
Public Offering” as such term is used in such agreements (the “Amendments”). In
consideration for such agreement, the Company has agreed to make a cash payment on account of such
Preferred Stock in the aggregate amount of $7,822,023.67, of which Financial Technology Ventures II
(Q), L.P and Financial Technology Ventures II, L.P. will receive in the aggregate $4,602,284.34 and
Mr. Kiphart and those members of his immediate family who own shares of Preferred Stock will
receive an aggregate of $3,219,739.33. The conversion of the Preferred Stock, which will be
immediately followed by a one-for-four reverse stock split, and the related payments contemplated
by this letter will be made on, and subject to, the substantially concurrent closing of the IPO.
Each of the Amendments shall provide that it shall be effective upon the closing of the IPO.




     This letter agreement will be governed by and construed in accordance with the Laws of the
State of New York applicable to contracts made and to be performed within the State of New York.
This letter agreement may be executed in multiple counterparts (including by means of





	 	 	 

	70 W. Madison St.

	 	Tel 312 873 7500
	Suite 1050

	 	Fax 312 443 8028
	Chicago IL 60602

	 	www.trustwave.com






 









 











	 	 	 

	

	 	Trustwave Holdings Inc.
	 	70 West Madison Street, Suite 1050
	 	Chicago, IL 60602






telecopied signature pages or electronic transmission in portable document format (pdf)), each of which shall
be an original, but all of which together shall constitute one instrument. In addition, this
letter agreement will terminate in the event the IPO is not consummated by October 31, 2011.



     Please indicate your agreement with the foregoing by executing this letter in the space
provided



*           *           *           *





	 	 	 

	70 W. Madison St.

	 	Tel 312 873 7500
	Suite 1050

	 	Fax 312 443 8028
	Chicago IL 60602

	 	www.trustwave.com





 









 








	 	 	 

	 

	 	Very truly yours,
	 
	 	 
	 

	 	/s/ Robert J. McCullen
 
 Robert
J. McCullen
	 

	 	Chief Executive Officer & President






	 	 	 

	70 W. Madison St.

	 	Tel 312 873 7500
	Suite 1050

	 	Fax 312 443 8028
	Chicago IL 60602

	 	www.trustwave.com





 









 






	 	 	 	 	 

	 	 	Agreed to and Authorized By:
	 
	 	 	 	 
	 	 	Financial Technology Ventures II (Q), L.P.
	 	 	By: Financial Technology Management, II, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard Garman
 
 Name:
Richard Garman
	 

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

	 	By:
	 	/s/ Richard Garman
 
 Name:
Richard Garman
	 

	 	 	 	Title: Managing Member
	 
	 	 	 	 





	 	 	 

	 

	 	/s/ Richard P. Kiphart
 
 Richard
Kiphart






	 	 	 

	70 W. Madison St.

	 	Tel 312 873 7500
	Suite 1050

	 	Fax 312 443 8028
	Chicago IL 60602

	 	www.trustwave.com