Shares TRUSTWAVE HOLDINGS, INC. COMMON STOCK, PAR VALUE $ ___ PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • New York
Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Barclays Capital Inc. William Blair & Company, L.L.C. BMO Capital Markets Corp. c/o Morgan Stanley & Co. LLC
INDEMNIFICATION AGREEMENT FOR DIRECTORSIndemnification Agreement • June 3rd, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2011, by and between Trustwave Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of March 1, 2011 and shall become effective on March 1, 2011 (the “Effective Date”) is by and between Trustwave Holdings, Inc., a Delaware corporation (“Holdings” or the “Company”) and Douglas Klotnia (“Executive”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 20, 2009 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), TRUSTWAVE HOLDINGS, INC., a Delaware corporation (“Holdings”), TW MIRAGE NETWORKS, INC., a Texas corporation (“TW”), TRUSTWAVE INTERMEDIATE, INC., a Delaware corporation (“Intermediate”)and TW VERICEPT CORPORATION, a Delaware corporation (formerly known as “TrustWave Acquisition, Inc.)(“Vericept” and individually and collectively, jointly and severally, with Holdings, TW and Intermediate, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement, dated as of April 26, 2006, between Securepi
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 21st, 2011 • Trustwave Holdings, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of March 14, 2005 (this “Agreement”), by and between TRUSTWAVE HOLDINGS, INC., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), MBK Ventures, LLC (“MBK”), Andrew Bokor and Robert McCullen (including any successor nominees nominated by MBK, the “MBK Directors”) (MBK, MBK Affiliates (as hereinafter defined) and the MBK Directors are sometimes referred to herein collectively as “Indemnitees,” and individually as “Indemnitee”):
SEVENTH AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 5th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software
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”).
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TRUSTWAVE HOLDINGS, INC. 2011 CASH AND EQUITY INCENTIVE PLAN * * * * *Non-Qualified Stock Option Agreement • July 26th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Trustwave Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Trustwave Holdings, Inc. 2011 Cash and Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
WAIVER AND FIFTH LOAN MODIFICATION AGREEMENTWaiver and Fifth Loan Modification Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
This Waiver and Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August __, 2010, by and among SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), TRUSTWAVE HOLDINGS, INC., a Delaware corporation (“Holdings”), TRUSTWAVE INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), and TW VERICEPT CORPORATION, a Delaware corporation (formerly known as “TrustWave Acquisition, Inc.,” “Vericept” and individually and collectively, jointly and severally, with Holdings, and Intermediate, “Existing Borrower”).
SIXTH AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS SIXTH AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of June 18, 2010 (the “Sixth Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
FIRST LOAN MODIFICATION AGREEMENTFirst Loan Modification Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 19, 2009, and is effective as of September 30, 2009 by and among SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), TRUSTWAVE HOLDINGS, INC., a Delaware corporation (“Holdings”), TW MIRAGE NETWORKS, INC., a Texas corporation (“TW”), TRUSTWAVE INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), and TW VERICEPT CORPORATION, a Delaware corporation (formerly known as “TrustWave Acquisition, Inc.) (“Vericept” and individually and collectively, jointly and severally, with Holdings, TW and Intermediate, “Borrower”).
THIRD AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS THIRD AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of August 26, 2009 (the “Third Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
CONSENT AND THIRD LOAN MODIFICATION AGREEMENTConsent and Third Loan Modification Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
This Consent and Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 1, 2010, by and among SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), TRUSTWAVE HOLDINGS, INC., a Delaware corporation (“Holdings”), TRUSTWAVE INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), and TW VERICEPT CORPORATION, a Delaware corporation (formerly known as “TrustWave Acquisition, Inc.,” “Vericept” and individually and collectively, jointly and severally, with Holdings, and Intermediate, “Borrower”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TRUSTWAVE HOLDINGS, INC., AMBIRONTRUSTWAVE GOVERNMENT SOLUTIONS, INC., INTELLITACTICS INC. AND CERTAIN STOCKHOLDERS OF INTELLITACTICS INC. March 1, 2010Agreement and Plan of Merger and Reorganization • April 21st, 2011 • Trustwave Holdings, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 1, 2010, by and among TrustWave Holdings, Inc., a Delaware corporation (“Purchaser”), AmbironTrustWave Government Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Intellitactics Inc., a Delaware corporation (“Target”), Lazard Technology Partners II LP (“LTP II”), JMI Equity Fund IV, L.P. (“Equity Fund”), JMI Equity Fund IV (AI), L.P. (“AI”), JMI Euro Equity Fund IV, L.P. (“Euro”), JMI Equity Side Fund, L.P. (“Side Fund”), JMI Incubator Fund, L.P. (“Incubator”), JMI Incubator Fund (QP), L.P. (“QP” and, together with LTP II, Equity Fund, AI, Euro, Side Fund and Incubator, the “Sellers”). Capitalized terms used in this Agreement are referenced in the attached Exhibit A.
JOINDER AND FOURTH LOAN MODIFICATION AGREEMENTJoinder and Fourth Loan Modification Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
This Joinder and Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 7, 2010, by and among SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), TRUSTWAVE HOLDINGS, INC., a Delaware corporation (“Holdings”), TRUSTWAVE INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), and TW VERICEPT CORPORATION, a Delaware corporation (formerly known as “TrustWave Acquisition, Inc.,” “Vericept” and individually and collectively, jointly and severally, with Holdings, and Intermediate, “Existing Borrower”).
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE TRUSTWAVE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLANIncentive Stock Option Agreement • June 29th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Trustwave Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Trustwave Holdings, Inc. 2011 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FOURTH AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS FOURTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this “Fourth Amendment”) is entered into as of March 1, 2010 (the “Fourth Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
CONSENT AND SECOND LOAN MODIFICATION AGREEMENTConsent and Second Loan Modification Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
This Consent and Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of January 6, 2010, by and among SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), TRUSTWAVE HOLDINGS, INC., a Delaware corporation (“Holdings”), TRUSTWAVE INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), and TW VERICEPT CORPORATION, a Delaware corporation (formerly known as “TrustWave Acquisition, Inc.,” “Vericept” and individually and collectively, jointly and severally, with Holdings, and Intermediate, “Borrower”).
FIFTH AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS FIFTH AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of March 1, 2010 (the “Fifth Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
ContractTrustwave Holdings, Inc. • April 21st, 2011 • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
THIRD AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS THIRD AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this “Third Amendment”) is entered into as of August 26, 2009 (the “Third Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
Trustwave Holdings Inc.Trustwave Holdings, Inc. • July 26th, 2011 • Services-prepackaged software
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
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TRUSTWAVE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • June 29th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Trustwave Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Trustwave Holdings, Inc. 2011 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
PLAN OF REORGANIZATION AND ASSET PURCHASE AGREEMENT BY AND BETWEEN TRUSTWAVE HOLDINGS, INC. AND BITARMOR SYSTEMS INC. January 6, 2010Asset Purchase Agreement • April 21st, 2011 • Trustwave Holdings, Inc. • Illinois
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December __, 2009, by and among TrustWave Holdings, Inc., a Delaware corporation (“Purchaser”), and BitArmor Systems Inc., a Delaware corporation (“Seller”). Capitalized terms used in this Agreement are referenced in the attached Exhibit A.
SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this “Second Amendment”) is entered into as of June 3, 2008 (the “Second Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
FOURTH AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS FOURTH AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of September 8, 2009 (the “Fourth Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
SEVENTH LOAN MODIFICATION AGREEMENTSeventh Loan Modification Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November __, 2010, by and among SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), TRUSTWAVE HOLDINGS, INC., a Delaware corporation (“Holdings”), TRUSTWAVE INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), TW VERICEPT CORPORATION, a Delaware corporation (formerly known as “TrustWave Acquisition, Inc.”, “Vericept”) and TRUSTWAVE GOVERNMENT SOLUTIONS, INC., a Delaware corporation (“Government Solutions” and individually and collectively, jointly and severally, with Holdings, Intermediate and Vericept, “Borrower”).
TRUSTWAVE HOLDINGS, INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • April 21st, 2011 • Trustwave Holdings, Inc. • Delaware
WHEREAS, Optionee has been selected to receive an Option under the TrustWave Holdings, Inc. Stock Incentive Plan (the “Plan”); and
FIFTH AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 5th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software
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”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 21st, 2011 • Trustwave Holdings, Inc. • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of March 14, 2005 (the “Effective Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto (the “Investors”) and the stockholders listed on Exhibit B hereto (each, an “Other Stockholder” and collectively, the “Other Stockholders”). The Investors and the Other Stockholders are sometimes referred to in this Agreement collectively as the “Stockholders.”
SEVENTH AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS SEVENTH AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of September 22, 2010 (the “Seventh Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 21st, 2011 • Trustwave Holdings, Inc. • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 14, 2005 (the “Effective Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), the Investors listed on Exhibit A hereto (the “Investors”) and the stockholders listed on Exhibit B hereto (each, a “Common Stockholder” and collectively, the “Common Stockholders”).
AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of December 29, 2006 (the “Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
SIXTH LOAN MODIFICATION AGREEMENTSixth Loan Modification Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 2, 2010, by and among SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), TRUSTWAVE HOLDINGS, INC., a Delaware corporation (“Holdings”), TRUSTWAVE INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), TW VERICEPT CORPORATION, a Delaware corporation (formerly known as “TrustWave Acquisition, Inc.”, “Vericept”) and TRUSTWAVE GOVERNMENT SOLUTIONS, INC., a Delaware corporation (“Government Solutions” and individually and collectively, jointly and severally, with Holdings, Intermediate and Veripcept, “Borrower”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TRUSTWAVE HOLDINGS, INC., TRUSTWAVE ACQUISITION CORP., BREACH SECURITY, INC. AND CERTAIN STOCKHOLDERS OF BREACH SECURITY, INC. June 18, 2010Agreement and Plan of Merger and Reorganization • April 21st, 2011 • Trustwave Holdings, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 18, 2010, by and among TrustWave Holdings, Inc., a Delaware corporation (“Purchaser”), TrustWave Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), Breach Security, Inc., a Delaware corporation (“Target”), SRBA #5, L.P. (“SRBA”), Evergreen Partners US Direct Fund III, L.P. (“Fund III”), Evergreen Partners Direct Fund III (Israel) L.P. (“Evergreen”) and Evergreen Partners Direct Fund III (Israel 1) L.P. (“Evergreen 1” and, together with SRBA, Fund III and Evergreen, the “Sellers”). Capitalized terms used in this Agreement are referenced in the attached Exhibit A.
SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 21st, 2011 • Trustwave Holdings, Inc.
THIS SECOND AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of June 3, 2008 (the “Amendment Date”), by and among TrustWave Holdings, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (the “Signatories”).
