SECOND AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS AGREEMENT

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

1

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. Xxxxx Xxxxxxxx 

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 XX XX, L.P., its general partner
		By:		The CapStreet Group, LLC, its general partner
		By:
				Xxxxxxxxx X. Xxxxxxxxx,
				Chief Financial Officer
		CAPSTREET PARALLEL II, L.P.
		By:		The CapStreet Group, LLC, its general partner
		By:
				Xxxxxxxxx X. Xxxxxxxxx
				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:	Xxxxxxx A.R. Xxxxxx
		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:	Xxxxxxx A.R. Xxxxxx
		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:	Xxxxxxx A.R. Xxxxxx
		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:	Xxxxxxx A.R. Xxxxxx
		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:	Xxxxxxx A.R. Xxxxxx
		Its:	Managing Director
	TA INVESTORS II, L.P. By:  TA Associates, Inc., its General Partner
	By:
		Name:	Xxxxxxx A.R. Xxxxxx
		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.

Xxxxx X. Xxxxxxx, individually and in his capacity as co-trustee of the Xxxxxxx Family Trust for the benefit of Xxxxxx Xxxxx, the Xxxxxxx Family Trust for the benefit of Xxxxxxx Xxxxxx, the Xxxxxxx Family Trust for the benefit of Xxxxxx Xxxxxx, and the Xxxxxxx Family Trust for the benefit of Xxxxxxx Xxxxxxx

Xxxxx Xxxxxxx, individually and in her capacity as co-trustee of the Xxxxx Xxxxxxx Family Trust

Xxxxxxx X. Xxxxxxx, individually and in his capacity as co-trustee of the Xxxxxxx Family Trust for the benefit of Xxxxxx Xxxxx, the Xxxxxxx Family Trust for the benefit of Xxxxxxx Xxxxxx, the Xxxxxxx Family Trust for the benefit of Xxxxxx Xxxxxx, the Xxxxxxx Family Trust for the benefit of Xxxxxxx Xxxxxxx, and the Xxxxx Xxxxxxx Family Trust

Xxxx X. Xxxxxxxx

Second Amendment to First Amended and Restated Investors Agreement