Standard Contracts
SOLARWINDS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 22nd, 2008 • SolarWinds, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of July 22, 2008 by and between SolarWinds, Inc., a Delaware corporation (the “Company”), and Donald C. Yonce (“Indemnitee”).
CREDIT AGREEMENT dated as of October 4, 2013,Credit Agreement • October 7th, 2013 • SolarWinds, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of October 4, 2013, by and among SOLARWINDS, Inc., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2013 • SolarWinds, Inc. • Services-prepackaged software • Texas
This AGREEMENT, dated and effective as of October 1, 2013 (the “Effective Date”) by and between SolarWinds Worldwide, LLC, a Delaware Limited Liability Company (the “Company”) and Jason Ream (the “Employee”).
AGREEMENT AND PLAN OF MERGER by and among: PROJECT AURORA HOLDINGS, LLC PROJECT AURORA MERGER CORP. and SOLARWINDS, INC. dated as of OCTOBER 21, 2015Merger Agreement • October 27th, 2015 • SolarWinds, Inc. • Services-prepackaged software • Delaware
SOLARWINDS, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 18th, 2008 • SolarWinds, Inc. • Services-prepackaged software • New York
SolarWinds, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose severally and not jointly to sell to the several Underwriters an aggregate of shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
Master Subscription Agreement SALESFORCE.COM TERMS OF USE: BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF SALESFORCE.COM’S ONLINE...Master Subscription Agreement • March 21st, 2008 • SolarWinds, Inc. • California
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2008 • SolarWinds, Inc. • Oklahoma
AGREEMENT, dated and effective as of July __, 2006, by and between SolarWinds.Net, Inc., an Oklahoma corporation (the “Company”), and Rita Selvaggi (the “Executive”).
SOLARWINDS.NET, INC.Management Rights Agreement • March 21st, 2008 • SolarWinds, Inc.
This letter will confirm our agreement that pursuant to the purchase of shares of Common Stock and Participating Preferred Stock of SolarWinds.Net, Inc., an Oklahoma corporation (the “Company”), by Insight Venture Partners IV, L.P., a Delaware limited partnership (the “Investor”), Investor will be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights expressly agreed to be provided to all investors pursuant to the agreed documentation in connection with such purchase:
SOLARWINDS, INC. 10,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 5th, 2009 • SolarWinds, Inc. • Services-prepackaged software • New York
Certain stockholders of SolarWinds, Inc., a Delaware corporation (the “Company”), named in Schedule 2 hereto (the “Selling Stockholders”) propose severally and not jointly to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 1,500,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
CREDIT AND GUARANTY AGREEMENT dated as of December 13, 2005 among SOLARWINDS.NET, INC., as Borrower, SOLARWINDS.NET, LLC AND CERTAIN SUBSIDIARIES OF SOLARWINDS.NET, LLC as Guarantors, VARIOUS LENDERS, GOLDENTREE ASSET MANAGEMENT, LP, as Lead Arranger...Credit and Guaranty Agreement • March 21st, 2008 • SolarWinds, Inc. • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 13, 2005, is entered into by and among SolarWinds.Net, Inc., an Oklahoma corporation (“Holdings”), SolarWinds.Net, LLC, a Delaware limited liability company (“Company”), and certain Subsidiaries of Company, as Guarantors, the Lenders party hereto from time to time, GoldenTree Asset Management, L.P., as Lead Arranger and as Syndication Agent (in such capacities, “Syndication Agent”), and The Bank of New York, a New York banking corporation, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2011 • SolarWinds, Inc. • Services-prepackaged software • Queensland
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated and effective as of January 31, 2011, by and between SolarWinds, Inc., a Delaware, United States Corporation (as successor to Solarwinds.net, Inc.) (“SolarWinds”) and its subsidiaries, SolarWinds Worldwide, LLC (“SW LLC”) and SolarWinds Australia Pty Ltd, an Australian Company (the “Company”), and Douglas Hibberd (the “Employee”).
ASSET PURCHASE AGREEMENT dated as of April 19, 2007 by and among SOLARWINDS.NET, INC. IPMONITOR CORPORATION, THE SHAREHOLDERS OF IPMONITOR CORPORATION and GOWLING LAFLEUR HENDERSON LLP (With Respect to Article IX Only)Asset Purchase Agreement • March 21st, 2008 • SolarWinds, Inc. • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 19, 2007, by and between SolarWinds.Net, Inc., an Oklahoma corporation (the “Buyer”), IPMonitor Corporation, a corporation incorporated pursuant to the Canada Business Corporations Act (the “Seller”), each of the shareholders of Seller (collectively, the “Shareholders”), and, solely for purposes of Article IX hereof, Gowling Lafleur Henderson LLP (the “Escrow Agent”). Seller, the Shareholders and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 21st, 2008 • SolarWinds, Inc. • Oklahoma
This STOCK PLEDGE AGREEMENT, dated as of March 12, 2007 (this “Pledge Agreement”), is executed by DAVID A. YONCE (“Debtor”), in favor of SOLARWINDS.NET, INC., an Oklahoma corporation (“Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2008 • SolarWinds, Inc. • Texas
AGREEMENT, dated and effective as of July 24, 2007, by and between SolarWinds.Net, Inc., an Oklahoma corporation (the “Company”), and Paul Strelzick (the “Employee”).
ASSET PURCHASE AGREEMENT dated as of JANUARY 26, 2010 by and among SOLARWINDS, INC., SOLARWINDS WORLDWIDE, LLC, SOLARWINDS SOFTWARE EUROPE (HOLDINGS) LIMITED, SOLARWINDS SOFTWARE EUROPE LIMITED, TEK-TOOLS, INC., THE SHAREHOLDERS OF TEK- TOOLS, INC....Asset Purchase Agreement • January 27th, 2010 • SolarWinds, Inc. • Services-prepackaged software • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 26, 2010 by and among SolarWinds, Inc., a Delaware corporation (the “Parent”), SolarWinds Worldwide, LLC, a Delaware limited liability company and a subsidiary of Parent (“Worldwide”), SolarWinds Software Europe (Holdings) Limited, an Irish company and a subsidiary of Parent (“Holdings”), SolarWinds Software Europe Limited, an Irish company and a subsidiary of Parent (“Europe” and, together with Parent, Worldwide and Holdings, “Buyer”), Tek-Tools, Inc., a Texas corporation (the “Seller”), each of the shareholders of Seller (collectively, the “Shareholders”), and, solely for purposes of Article IX hereof, U.S. Bank, National Association (the “Escrow Agent”). Seller, the Shareholders and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT AND WAIVER NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • March 21st, 2008 • SolarWinds, Inc. • New York
This AMENDMENT AND WAIVER NO. 1 (the “Amendment”) is made as of March 14, 2008 by and among SolarWinds, Inc., a Delaware corporation (“Holdings”), SolarWinds.Net, LLC a Delaware limited liability company (the “LLC”), those entities listed on the signature pages hereto under the heading “Guarantors” (the “Guarantors”), GoldenTree Asset Management, LP, as Lead Arranger and Syndication Agent (the “Syndication Agent”) and The Bank of New York, a New York banking corporation, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”). This Amendment is made with reference to (i) that certain Credit and Guaranty Agreement, dated as of December 13, 2005, by and among Holdings, LLC, the Lenders, the Administrative Agent and the Collateral Agent (the “Second Lien Credit Agreement”), and (ii) that certain Second Lien Pledge and Security Agreement (th
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2011 • SolarWinds, Inc. • Services-prepackaged software
This Amendment to EMPLOYMENT AGREEMENT (“Amendment”), dated and effective as of February 23, 2011, (the “Effective Date”) by and between SolarWinds Worldwide, LLC, a Delaware Limited Liability Company (the “Company”) and Michael J. Berry (the “Employee”) (collectively referred to as “Parties”).
REGISTRATION RIGHTS AGREEMENT among SolarWinds.Net, Inc., and Certain Stockholders of SolarWinds.Net, Inc. Dated as of December 13, 2005Registration Rights Agreement • March 21st, 2008 • SolarWinds, Inc. • New York
This Registration Rights Agreement (the “Agreement”) is made as of December 13, 2005 by and among SolarWinds.Net, Inc., an Oklahoma corporation (together with its successors and assigns, the “Company”), each Person executing this Agreement and listed as an Investor on the signature pages hereto (collectively with their Permitted Transferees, the “Investors”), and such other Persons, if any, that from time to time become party hereto as holders of Other Holder Shares (as defined below) pursuant to Section 2.5 solely in the capacity of permitted assignees with respect to certain registration rights hereunder (collectively, the “Other Holders”).
SOLARWINDS, INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 21st, 2008 • SolarWinds, Inc. • Oklahoma
Unless otherwise defined herein, the terms defined in the Stock Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • July 2nd, 2010 • SolarWinds, Inc. • Services-prepackaged software • Texas
This Severance Agreement and Release (“Agreement”) is made by and between Michael S. Bennett (“Employee”) and SolarWinds, Inc. and, its Board of Directors, its subsidiary, SolarWinds Worldwide, LLC and all other subsidiaries of SolarWinds Worldwide LLC (collectively referred to as “SolarWinds” or the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2010 • SolarWinds, Inc. • Services-prepackaged software • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated and effective as of April 30, 2010, by and between SolarWinds WorldWide, LLC, a Delaware limited liability company (the “Company”), and Kenny Van Zant (the “Employee”).
SUBLEASE AGREEMENTSublease Agreement • March 21st, 2008 • SolarWinds, Inc. • Texas
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into by Sublandlord and Subtenant (as defined in Section 1.1 below) as of October , 2006. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sublandlord and Subtenant agree as follows:
SOLARWINDS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 9th, 2015 • SolarWinds, Inc. • Services-prepackaged software • Delaware
This restricted stock unit award (the “Award”) is granted under and governed by the terms and conditions of the SolarWinds, Inc. 2015 Performance Incentive Plan (the “Plan”) and the Terms and Conditions of Restricted Stock Unit Award (the “Terms”), which are attached hereto and incorporated herein by reference. This Notice of Restricted Stock Unit Grant, together with the Terms, are referred to as the “Award Agreement.”
SEPARATION AGREEMENT AND RELEASESeparation Agreement • July 18th, 2008 • SolarWinds, Inc. • Services-prepackaged software
This Separation Agreement and Release (the “Agreement”) is made by and between SolarWinds.Net, Inc., an Oklahoma corporation (the “Company”) and Donald C. Yonce (“Employee”) as of May 31, 2007. The Company and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 21st, 2008 • SolarWinds, Inc. • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered effective as of December 20, 2006 by and among Austin Ventures IX, L.P. (“Purchaser”), each of the persons and entities set forth on Schedule A hereto (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”), and SolarWinds.Net, Inc., an Oklahoma corporation (the “Company”).
SOLARWINDS LOGO] SOLARWINDS.NET INC. 1999 MANAGEMENT INCENTIVE STOCK OPTION AGREEMENTStock Option Agreement • March 21st, 2008 • SolarWinds, Inc. • Oklahoma
Pursuant to the Plan, you have been granted as of the date hereof an option (the “Option”) to purchase from SolarWinds.Net, Inc. 111 common shares, par value $.01 of SolarWinds.Net, Inc. (“Shares”) at the price of $118.92 per Share, subject to the terms and conditions of the Plan and to this agreement.
MASTER SERVICES AGREEMENTMaster Services Agreement • March 21st, 2008 • SolarWinds, Inc. • Delaware
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made effective as of the last date of signature below (the “Effective Date”), by and between SolarWinds.Net, an Oklahoma corporation having its principal place of business at 300 West 6th Street 19th Floor, Austin Texas, 78701 USA (“CLIENT”), and Softserve, Inc., a Delaware corporation, having its principal place of business at 470 Totten Pond Road, Waltham, Massachusetts 02451-1997 USA (“SOFTSERVE”).
QUOTE INDEMNIFICATION AGREEMENTQuote Indemnification Agreement • March 6th, 2009 • SolarWinds, Inc. • Services-prepackaged software • Connecticut
THIS QUOTE INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 6th day of March 2009 by and between SolarWinds, Inc., a Delaware corporation with offices at 3711 S. MoPac Expressway, Building Two, Austin, Texas 78746 (the “Issuer”) and Gartner, Inc., a Delaware corporation with offices at 56 Top Gallant Road, Stamford, Connecticut 06902-7700 (“Gartner”).
ASSET PURCHASE AGREEMENT dated as of DECEMBER 14, 2011 by and among SOLARWINDS WORLDWIDE, LLC DAMEWARE DEVELOPMENT LLC THE MEMBERS OF DAMEWARE DEVELOPMENT LLC and U.S. BANK, NATIONAL ASSOCIATION (With Respect to Article VIII Only)Asset Purchase Agreement • December 15th, 2011 • SolarWinds, Inc. • Services-prepackaged software • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 14, 2011 by and among SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Buyer”), DameWare Development LLC, a Louisiana limited liability company (the “Seller”), each of the members of the Seller (collectively, the “Members”), and, solely for purposes of Article VIII hereof, U.S. Bank, N.A. (the “Escrow Agent”). The Seller, the Members and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
E-Commerce Automation System License AgreementE-Commerce Automation System License Agreement • March 21st, 2008 • SolarWinds, Inc. • Oklahoma
This LICENSE AGREEMENT (“Agreement”) is entered into effective as of the 14th day of December, 2005 (the “Effective Date”), by and between Yonce Properties, LLC having an office at c/o SolarWinds.Net, Inc, 8221 East 63 rd Place, Tulsa, OK 74136 (“Licensor”), and SolarWinds.Net, having an office at 8221 East 63rd Place, Tulsa Ok 74133 (“Licensee”).
CONSULTING AGREEMENTConsulting Agreement • October 30th, 2013 • SolarWinds, Inc. • Services-prepackaged software • Texas
This Consulting Agreement (“Agreement”) is made by and between Michael J. Berry (“Employee”) and SolarWinds Worldwide, LLC (the “Company”) (Employee and the Company are referred to collectively as the “Parties” or individually as a “Party”).
Bryan A. Sims Re: Severance Agreement Dear Bryan,Severance Agreement • February 14th, 2014 • SolarWinds, Inc. • Services-prepackaged software • Texas
SOLARWINDS, INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT — EARLY EXERCISEStock Option Agreement • March 21st, 2008 • SolarWinds, Inc. • Oklahoma
Unless otherwise defined herein, the terms defined in the Stock Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).
AMENDMENT AND WAIVER NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 21st, 2008 • SolarWinds, Inc. • New York
This AMENDMENT AND WAIVER NO. 1 (the “Amendment”) is made as of March 14, 2008 by and among SolarWinds, Inc., a Delaware corporation (“Holdings”), SolarWinds.Net, LLC a Delaware limited liability company (the “LLC”), those entities listed on the signature pages hereto under the heading “Guarantors” (the “Guarantors”), GoldenTree Asset Management, LP, as Lead Arranger and Syndication Agent (the “Syndication Agent”) and The Bank of New York, a New York banking corporation, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”). This Amendment is made with reference to (i) that certain Credit and Guaranty Agreement, dated as of December 13, 2005, by and among Holdings, LLC, the Lenders, the Administrative Agent and the Collateral Agent (the “Credit Agreement”), and (ii) that certain First Lien Pledge and Security Agreement (the “Security A
STOCK PURCHASE AGREEMENT BY AND AMONG BAIN CAPITAL VENTURE INTEGRAL INVESTORS, LLC, BCV COINVEST SW, LP, INSIGHT VENTURE PARTNERS IV, L.P., INSIGHT VENTURE PARTNERS IV (FUND B), L.P., INSIGHT VENTURE PARTNERS (CAYMAN) IV, L.P., INSIGHT VENTURE...Stock Purchase Agreement • March 21st, 2008 • SolarWinds, Inc. • New York
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2005, by and among Bain Capital Venture Integral Investors, LLC, a Delaware limited liability company, and BCV Coinvest SW, LP, a Delaware limited partnership (collectively, the “Bain Entities”), Insight Venture Partners IV, L.P., a Delaware limited partnership, Insight Venture Partners IV (Fund B), L.P., a Delaware limited partnership, Insight Venture Partners (Cayman) IV, L.P., a Cayman limited partnership, Insight Venture Partners IV, a Delaware limited partnership (Co-Investors), L.P., a Delaware limited partnership, Insight Venture Partners V, L.P., a Delaware limited partnership (collectively, the “Insight Entities”), GoldenTree High Yield Value Master Fund, LP, a Delaware partnership, GoldenTree Capital Solutions Fund Financing, a Cayman sub-trust, GoldenTree Capital Solutions Offshore Fund Financing, a Cayman corporation, GoldenTree MultiStrategy Financing, Ltd., a Cayman corporation, GoldenTree Credit Op
