exv10w51






Exhibit 10.51




FIFTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT




     THIS FIFTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this “Fifth Amendment”) is
entered into as of June 18, 2010 (the “Fifth Amendment Date”), by and among TrustWave
Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto
(the “Signatories”).



     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 Fifth 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 Fifth
Amendment.



     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises,
representations, warranties, covenants and conditions contained in this Fifth 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 Common Stockholders. For all purposes of the Original Agreement, as
amended by this Fifth Amendment, each stockholder listed on the
attached Schedule 1 is
hereby constituted as a Common Stockholder and, so long as on the date of determination such
stockholder holds Registrable Securities representing at least 100,000 shares of Common Stock (as
adjusted for stock splits and on an as-converted basis), a Major Common Stockholder (and, for
purposes of clarity, a Major Investor).



     2. Information and Reporting. Without limiting the foregoing, each stockholder listed
on the attached Schedule 1 shall be entitled to the benefits of Sections 3.1 and 3.2 of the
Original Agreement, subject to the limitations contained in Sections 3.3 and 3.7 of the Original
Agreement, so long as such stockholder is a Major Investor and continues to hold at least ten
percent (10%) of the total number of shares of capital stock (as adjusted for stock splits and on
an as-converted basis) held by such stockholder on the Fifth Amendment Date (or, with respect to
stockholders who are SRBA Affiliates (as that term is defined in the attached Schedule 1), the date
that such SRBA Affiliate is approved to be a Major Common Stockholder (and, for purposes of
clarity, a Major Investor) by the Board of Directors of the Company).



     3. Joinder.
By executing this Fifth Amendment, each stockholder listed on the attached
Schedule 1 agrees that he, she or it shall succeed to all of the obligations of a Common
Stockholder, Major Common Stockholder and/or Major Investor as contemplated by the Original
Agreement, as amended by this Fifth Amendment.



 









 





     4. Amendment to Definitions. The definition of “Major Common Stockholder” contained
in Section 1.1 of the Original Agreement is hereby amended to read, in its entirety, as follows:




“Major Common Stockholder” means a Common Stockholder who, on the Amendment
Date and at the date of determination, holds Registrable Securities representing at
least 100,000 shares of Common Stock (as adjusted for stock splits and on an
as-converted basis); provided that (a) with respect to the stockholders listed on
Schedule 1 attached to the Second Amendment to Investor Rights Agreement,
dated as of June 3, 2008 only, the Amendment Date appearing in this definition is
replaced with the date that is the Second Amendment Date, (b) with respect to the
stockholders listed on Schedule 1 attached to the Third Amendment to
Investor Rights Agreement, dated as of August 26, 2009 only, the Amendment Date
appearing in this definition is replaced with the date that is the Third Amendment
Date, (c) with respect to the stockholders listed on
Schedule 1 attached to
the Fourth Amendment to Investor Rights Agreement, dated as of March 1, 2010 only,
the Amendment Date appearing in this definition is replaced with the date that is
the Fourth Amendment Date, and (d) with respect to the stockholders listed on the
attached Schedule 1 only, the Amendment Date appearing in this definition is
replaced with the date that is the Fifth Amendment Date (or, with respect to
stockholders who are SRBA Affiliates, the date that such SRBA Affiliate is approved
to be a Major Common Stockholder (and, for purposes of clarity, a Major Investor) by
the Board of Directors of the Company).



     5. No Other Amendments. Except as expressly amended by this Fifth Amendment, all of
the terms and provisions of the Original Agreement shall remain in full force and effect.



     6. Counterparts. This Fifth 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 Fifth Amendment to be executed as of
the Fifth Amendment Date.



	 	 	 	 	 	 	 

	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	TRUSTWAVE HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert McCullen
 

Name: Robert McCullen
	 	 
	 

	 	 	 	Title: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	Financial Technology Ventures II (Q), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Financial Technology Managements, 

II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Garman
 

Name: Richard Garman
	 	 
	 

	 	 	 	Title: Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	Financial Technology Ventures II (Q), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Financial Technology Managements, 

II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Garman
 

Name: Richard Garman
	 	 
	 

	 	 	 	Title: Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Richard Kiphart	 	 
	 	 	 	 	 
	 	 	Richard Kiphart	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ David Valentine	 	 
	 	 	 	 	 
	 	 	David Valentine	 	 
	 
	 	 	 	 	 	 










 









 











	 	 	 	 	 	 	 

	 	 	DBRC Investments, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert McCullen
 

Name: Robert McCullen
	 	 
	 

	 	 	 	Title: Proxy	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Joseph Patanella	 	 
	 	 	 	 	 
	 	 	Joseph L. Patanella	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Phillip J. Smith	 	 
	 	 	 	 	 
	 	 	Phillip J. Smith	 	 
	 
	 	 	 	 	 	 
	 	 	Caledonia Investments, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tim Nicholson
 

Name: Tim Nicholson
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	The Nicholson Family Limited Partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tim Nicholson
 

Name: Tim Nicholson
	 	 
	 

	 	 	 	Title: General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	MBK Ventures, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert McCullen
 

Name: Robert McCullen
	 	 
	 

	 	 	 	Title: Manager	 	 






 









 






	 	 	 	 	 	 	 

	 	 	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:
	 	/s/ Howard S. Smith
 

Howard S. Smith
	 	 
	 

	 	 	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	THE PRODUCTIVITY FUND, IV 

ADVISORS FUND, 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:
	 	/s/ Howard S. Smith
 

Howard S. Smith
	 	 
	 

	 	 	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 	 	 

	 	 	SRBA #5, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Hallman Management Trust, its 
General
Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ [illegible]	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:
	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EVERGREEN PARTNERS US DIRECT FUND III, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ [illegible]	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EVERGREEN PARTNERS DIRECT FUND III (ISRAEL)
L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ [illegible]	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EVERGREEN PARTNERS DIRECT FUND III (ISRAEL 1)
L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ [illegible]	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 










 









 








SCHEDULE 1

Bluelay Stockholders



SRBA #5, L.P.



EVERGREEN PARTNERS US DIRECT FUND III, L.P.



EVERGREEN PARTNERS DIRECT FUND III (ISRAEL) L.P.



EVERGREEN PARTNERS DIRECT FUND III (ISRAEL 1) L.P.



Any SRBA Affiliate (as defined below), so long as (a) such SRBA Affiliate was an SRBA Affiliate on
the Fifth Amendment Date, (b) such SRBA Affiliate, at the time of any determination as to whether
such SRBA Affiliate is a Major Common Stockholder (and, for purposes of clarity, a Major Investor)
holds Registrable Securities representing at least 500,000 shares of Common Stock (as adjusted for
stock splits and on an as-converted basis), and (c) such SRBA Affiliate is approved by the Board of
Directors of the Company to be a Major, Common Stockholder (and, for purposes of clarity, a Major
Investor), which approval shall not be unreasonably withheld, conditioned or delayed beyond a
reasonable time after such SRBA Affiliate requests such approval in writing from the Board of
Directors of the Company, it being agreed that (i) no such request may be made by an SRBA Affiliate
prior to the time that such SRBA Affiliate becomes the holder of Registrable Securities
representing at least 500,000 shares of Common Stock (as adjusted for stock splits and on an
as-converted basis), and (ii) it shall not be deemed unreasonable for the Boar! of
Directors of the Company to withhold such approval with respect to any SRBA Affiliate that (x) is
an operating company or a Competitor Affiliate (as defined below) of an operating company in either
case that engages in any line of business in which the Company (or any of its subsidiaries) is
engaged either on the date that such SRBA Affiliate is approved to be a Major Common Stockholder
(and, for purposes of clarity, a Major Investor) by the Board of Directors of the Company or during
the six months prior thereto, or (y) has been convicted or pled guilty or nolo contendere to a
felony or a crime involving dishonesty or moral turpitude. An “SRBA Affiliate” shall mean any
Person to whom SRBA #5, L.P. would be permitted to transfer its registration rights (irrespective
of whether such rights actually have been transferred) pursuant to Sections 2.7(a) or (b) of the
Original Agreement. A “Competitor Affiliate” of a Person shall mean any Person that, directly or
indirectly, through one or more intermediaries, (a) controls, is controlled by, or is under common
control with, such Person, (b) owns more than ten percent (10%) of me voting ownership interests of
such Person, (c) is, or has the right to appoint, any manager of such Person if such Person is a
limited liability company, or any director, officer or key management employee of such Person.