exv10w37



 





Exhibit 10.37




SECOND AMENDMENT TO




FIRST AMENDED AND RESTATED INVESTORS AGREEMENT




     This Second Amendment, dated as of November      , 2007 (this “Amendment”), to the First
Amended and Restated Investors Agreement, dated February 10, 2005, as amended by the First Amendment
dated May 17, 2005, (the “Investors Agreement”), is
by and among Cardtronics, Inc., a Delaware corporation (the “Company”), and the Securityholders
listed on the signature pages hereto, which Securityholders collectively hold of record at least
80% of the outstanding shares of common stock of the Company determined in accordance with Section
6.4 of the Investors Agreement and a majority of the shares of common stock held by persons
entitled to vote pursuant to Section 6.14 of the Investors Agreement (the “Consenting Holders”).



RECITALS




     WHEREAS, the
Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-1 (File No. 333-145929), as amended (the “Registration Statement”), relating to
the initial public offering of the Company’s common stock (the “Proposed IPO”); and



     WHEREAS, Proposed IPO will qualify as an “Underwritten Public Offering” as such term is
defined in the Investors Agreement; and



     WHEREAS, upon the closing of the Proposed IPO the Company and the Securityholders desire the
composition and governance of the Board of Directors to be determined by the Company’s certificate
of incorporation and bylaws, in each case as amended and in effect at such time and thereafter; and



     WHEREAS, the Investors Agreement contains certain provisions in Article 2 governing the
composition of the Board of Directors, and the Company and the Consenting Holders wish to amend
the Investors Agreement to provide that such provisions do not survive an Underwritten Public
Offering.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



AGREEMENTS




     1. Section 6.11 of the Investors Agreement is hereby amended and restated in its entirety to
read as follows:




6.11 Termination. A Person that ceases to own any Securities shall cease to be a party to
this Agreement and shall have no further rights under this Agreement; provided, such Person
shall remain liable for any breach by such Person of the terms of this Agreement that
occurred prior to such Person ceasing to be a holder of Securities; and provided



Second Amendment to First Amended and Restated Investors Agreement




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further, that such Person shall continue to have the rights under Sections 6.1 through 6.10
and 6.17 until this Agreement is terminated in its entirety. Notwithstanding the fact that
a Securityholder ceases to own Securities, such Securityholder shall remain bound by the
terms of Section 6.12. Other than the provisions contained in Article 1, Section 5.1, Sections 6.1
through 6.10 and Section 6.17 (which shall continue to survive), the terms and provisions of
this Agreement shall terminate upon the closing of an Underwritten Public Offering.



     2. Section 6.4 of the Investors Agreement is hereby amended and restated in its entirety to
read as follows:




6.4 Amendment;Waiver. Except as provided in the remaining sentences of this Section 6.4,
this Agreement may not be terminated and no provision of this Agreement may be terminated,
amended or otherwise modified except by an instrument in writing executed by the Company
(with approval of the Board) and the approval of holders of at least 80% of the outstanding
shares of Common Stock held of record by the Securityholders taking into account the consent
methodology set forth in Section 6.14. Notwithstanding the foregoing, any amendment,
modification or termination of any provision of this Agreement that, based on the subject
matter of the items affected by any such amendment or modification, would affect any
Securityholder in a manner adversely and disproportionately to the manner in which a
similarly situated Securityholder is affected thereby may be effected only with the consent
of such disproportionately and adversely affected Securityholders holding a majority of the
shares of Common Stock held thereby.



     3. The
effectiveness of this Amendment is subject to the SEC declaring the Registration Statement effective and the execution
of the underwriting agreement for the Proposed IPO by all parties thereto.



     4. This Amendment may be executed in one or more counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall constitute one and
the same instrument. Except as amended by this Amendment, the Investors Agreement shall remain in
full force and effect and is hereby ratified by the parties hereto.



Second Amendment to First Amended and Restated Investors Agreement





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     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first set
forth above.




	 	 	 	 	 
	 	CARDTRONICS, INC.	
 
	 	 	 
	 	By:  	 	 
	 	 	J. Chris Brewster 	 
	 	 	Chief Financial Officer 	 
	 



Second Amendment to First Amended and Restated Investors Agreement






 









 









     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first set
forth above.



	 	 	 	 	 	 	 
	 	 	Securityholders:	 	 
	 
	 	 	 	 	 	 
	 	 	CAPSTREET II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CapStreet GP II, L.P., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	The CapStreet Group, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Katherine L. Kohlmeyer,	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CAPSTREET PARALLEL II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	The CapStreet Group, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Katherine L. Kohlmeyer	 	 
	 

	 	 	 	Chief Financial Officer	 	 






Second Amendment to First Amended and Restated Investors Agreement





 









 








     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first set
forth above.



	 	 	 	 	 
	 	TA IX L.P.

By:  TA Associates IX LLC, its General Partner

By:  TA Associates, Inc., its General Partner

 	 
	 	By:  	
 	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its:                        	Managing Director 
	 
	 	TA/ATLANTIC AND PACIFIC IV L.P.

By:  TA Associates AP IV L.P., its General Partner

By:  TA Associates, Inc., its General Partner

 	 
	 	By:  	
 	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its:	Managing Director  
	 
	 	TA/ATLANTIC AND PACIFIC V L.P.

By:  TA Associates AP V L.P., its General Partner

By:  TA Associates, Inc., its General Partner

 	 
	 	By:  	
 	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its:  	Managing Director 
	 



Second Amendment to First Amended and Restated Investors Agreement




 









 









     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first set
forth above.



	 	 	 	 	 
	 	TA STRATEGIC PARTNERS FUND A L.P.

By:  TA Associates SPF L.P., its General Partner

By:  TA Associates, Inc., its General Partner

 	 
	 	By:  	
 	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its:       	Managing Director 
	 
	 	TA STRATEGIC PARTNERS FUND B L.P.

By:  TA Associates SPF L.P., its General Partner

By:  TA Associates, Inc., its General Partner

 	 
	 	By:  	
 	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its: 	Managing Director 
	 
	 	TA INVESTORS II, L.P.

By:  TA Associates, Inc., its General Partner

 	 
	 	By:  	
 	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its: 	Managing Director 
	 



Second Amendment to First Amended and Restated Investors Agreement




 









 









     IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first set forth
above.




	 	 	 
	 

	 	 

Ralph H. Clinard, individually and in his
capacity as co-trustee of the Clinard Family
Trust for the benefit of Kristi Labis, the
Clinard Family Trust for the benefit of
Korrine Levine, the Clinard Family Trust for
the benefit of Andrea Bishop, and the Clinard
Family Trust for the benefit of Michael
Clinard
	 
	 	 
	 
	 	 
	 

	 	 

Laura Clinard, individually and in her
capacity as co-trustee of the Ralph Clinard
Family Trust
	 
	 	 
	 
	 	 
	 

	 	 

Michael H. Clinard, individually and in
his capacity as co-trustee of the Clinard
Family Trust for the benefit of Kristi Labis,
the Clinard Family Trust for the benefit of
Korrine Levine, the Clinard Family Trust for
the benefit of Andrea Bishop, the Clinard
Family Trust for the benefit of Michael
Clinard, and the Ralph Clinard Family Trust
	 
	 	 
	 
	 	 
	 

	 	 

Jack M. Antonini






Second Amendment to First Amended and Restated Investors Agreement