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”).



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 Company’s Certificate of Incorporation, or (ii) the initial public
offering of the Company’s common stock pursuant to the Company’s 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:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	FTVentures III, L.P.	 	 
	 	 	FTVentures III-N, L.P.	 	 
	 	 	FTVentures III-T, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	FTVentures Management III, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Richard Kiphart	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	David Valentine	 	 






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	 	 	DBRC Investments, LLC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Phillip J. Smith	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Kevin Bradford	 	 
	 
	 	 	 	 	 	 
	 	 	MBK Ventures, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Robert McCullen
	 	 
	 

	 	 	 	Title: Manager	 	 






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	 	 	Caledonia Investments, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Tim Nicholson
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Nicholson Acquisitions LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Tim Nicholson
	 	 
	 

	 	 	 	Title: General Partner	 	 






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	 	 	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:	 	 	 	 
	 

	 	 	 	 

Howard S. Smith, Managing Director
	 	 
	 
	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 

	 	 	 	 

Howard S. Smith, Managing Director
	 	 
	 
	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 

	 	 	 	 

Howard S. Smith, Managing Director
	 	 






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	 	 	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:	 	 	 	 
	 

	 	 	 	 

Howard S. Smith, Managing Director
	 	 






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	 	 	SRBA #5, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Hallman Management Trust, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Trustee
	 	 





Signature Page to Seventh Amendment to Investor Rights Agreement