Underwriting AgreementUnderwriting Agreement • May 20th, 2019 • SolarWinds Corp • Services-prepackaged software • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of SolarWinds Corporation, a Delaware corporation (the "Company"), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 15,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,250,000 additional shares (the “Optional Shares”) of Common Stock, $0.001 par value ("Stock") of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares".
Underwriting AgreementUnderwriting Agreement • October 19th, 2018 • SolarWinds Corp • Services-prepackaged software • New York
SolarWinds Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Common Stock, $0.001 par value ("Stock") of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares".
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2023 • SolarWinds Corp • Services-prepackaged software • Texas
This AGREEMENT, dated and effective as of March 4, 2021 (the “Effective Date”) by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”) and Rohini Kasturi (the “Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • Delaware
Indemnification Agreement, dated as of _______________, 201_, between SolarWinds Corporation, a Delaware corporation (the "Company"), and -- the director listed on the signature page hereto ("Indemnitee").
THE STOCKHOLDERS NAMED HEREINStockholders’ Agreement • October 5th, 2018 • SolarWinds Corp • Services-prepackaged software • Delaware
WHEREAS, the Company and the Stockholders entered into a Stockholders Agreement, dated as of February 5, 2016 (the “Original Agreement”); and
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2020 • SolarWinds Corp • Services-prepackaged software
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of April 27, 2016 (the “Amendment Effective Date”), by and among SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”), and Jason Bliss (“Employee”).
OMNIBUS AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2024 • SolarWinds Corp • Services-prepackaged software • Texas
THIS OMNIBUS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of August 22, 2024 (the “Effective Date”), by and between SolarWinds Corporation, a Delaware corporation on behalf of itself, each of its direct and indirect subsidiaries (including but not limited to SolarWinds Worldwide, LLC), and each of its and their respective predecessors in interest (collectively the “Company”) and Andrea Webb (“Executive”). This Amendment amends the Employment Agreement (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • Texas
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated and effective as of September 30, 2016, (the “Effective Date”) is by and between SolarWinds, Inc. (the “Company”) and Kevin B. Thompson (the “Employee”)
AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • New York
AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 4”), dated as of March 15, 2018, by and among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., a Delaware corporation (“Holdings”), SOLARWINDS HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the other undersigned Guarantors (each, a “Subsidiary Guarantor”), the 2018 Refinancing Term Lenders (as defined below) party hereto, the 2018 Upsize Term Lender (as defined below) party hereto, the Revolving Lenders and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
STOCKHOLDERS’ AGREEMENTStockholders Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • Delaware
WHEREAS, Holdings and Merger Subsidiary are party to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 21, 2015, by and among Holdings, Merger Subsidiary and SolarWinds, Inc., a Delaware corporation (“SolarWinds”);
LETTER OF ASSIGNMENTLetter of Assignment • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software
This is an agreement between SolarWinds Worldwide LLC (the Company) and David Gardiner (the Employee) effective as of July 1, 2017 with regard to a period of overseas work assignment in another SolarWinds company.
AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 30th, 2021 • SolarWinds Corp • Services-prepackaged software • New York
This FIRST LIEN CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 5, 2016, among SolarWinds Intermediate Holdings I, Inc., a Delaware corporation (“Holdings”), SolarWinds Holdings, Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined in this preamble or the recitals having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”), and Credit Suisse AG, Cayman Islands Branch, MIHI LLC and Nomura Corporate Funding Americas, LLC, as Issu
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2024 • SolarWinds Corp • Services-prepackaged software
This Employment Agreement (the “Agreement”) is dated and effective as of June 6, 2024 (the “Effective Date”) by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”), and Lewis Black (the “Employee”).
MANAGEMENT FEE AGREEMENTManagement Fee Agreement • June 1st, 2018 • SolarWinds Corp • Services-prepackaged software • New York
This MANAGEMENT FEE AGREEMENT (the “Agreement”) is dated as of February 5, 2016 and is among Project Aurora Parent, Inc., a Delaware corporation (together with its permitted assigns, “Parent”), SolarWinds Intermediate Holdings II, Inc., a Delaware corporation (“US Midco II”), SolarWinds Intermediate Holdings I, Inc., a Delaware corporation (“US Midco”), SolarWinds Holdings, Inc., a Delaware corporation (“Holdings”), SolarWinds MSP Holdings Limited, a private limited company incorporated in England and Wales (“Foreign Parent I”), SolarWinds International Holdings, Ltd., an exempted company with limited liability organized under the laws of the Cayman Islands (“Foreign Parent II”), SolarWinds, Inc., a Delaware corporation (“SWI”, and collectively with Parent, US Midco II, US Midco, Holdings, Foreign Parent I and Foreign Parent II, the “Companies”), Silver Lake Management Company IV, L.L.C., a Delaware limited liability company (“SLMC”), Thoma Bravo, LLC, a Delaware limited liability comp
REGISTRATION RIGHTS AGREEMENTBY AND AMONGPROJECT AURORA PARENT, INC.ANDCERTAIN STOCKHOLDERSDATED AS OF FEBRUARY 5, 2016Registration Rights Agreement • June 1st, 2018 • SolarWinds Corp • Services-prepackaged software • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of February 5, 2016, is made by and among:
THE STOCKHOLDERS NAMED HEREINStockholders’ Agreement • November 27th, 2018 • SolarWinds Corp • Services-prepackaged software • Delaware
WHEREAS, the Company and the Stockholders entered into a Stockholders Agreement, dated as of February 5, 2016 (the “Original Agreement”); and
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2020 • SolarWinds Corp • Services-prepackaged software
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of April 27, 2016 (the “Amendment Effective Date”), by and among SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”), and Joe Kim (“Employee”).
SECOND OMNIBUS AMENDMENT TO EMPLOYMENT DOCUMENTSEmployment Documents • December 9th, 2020 • SolarWinds Corp • Services-prepackaged software
THIS SECOND OMNIBUS AMENDMENT TO EMPLOYMENT DOCUMENTS (this “Amendment”) is made effective as of December 7, 2020 (the “Effective Date”), by and between SolarWinds Corporation, a Delaware corporation on behalf of itself, each of its direct and indirect subsidiaries, and each of its and their respective predecessors in interest (collectively the “Company”), Kevin B. Thompson (“Executive”) and solely as it relates to the amendment set forth in Section 1(g) below, Silver Lake and Thoma Bravo, on behalf of the Stockholders (as such terms are defined in the Stockholders’ Agreement). This Amendment amends the Employment Documents (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.
CONTRACTOR AGREEMENTContractor Agreement • August 30th, 2023 • SolarWinds Corp • Services-prepackaged software • Texas
This Contractor Agreement (this “Agreement”), effective as of November 15, 2023 (the “Effective Date”) is entered into by and between Rohini Kasturi (the “Contractor”), and SolarWinds Worldwide, LLC, a Delaware limited liability company, (“Company”), based upon the terms and conditions set forth below.
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 3”), dated as of February 21, 2017, by and among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., a Delaware corporation (“Holdings”), SOLARWINDS HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the other undersigned Guarantors (each, a “Subsidiary Guarantor”), the 2017 Refinancing Term Lenders (as defined below) party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2021 • SolarWinds Corp • Services-prepackaged software
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of March 9, 2021 (the “Effective Date”), by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”) and wholly-owned subsidiary of SolarWinds Corporation, a Delaware corporation (“Parent”), and Sudhakar Ramakrishna (“Employee”). This Amendment amends the Employment Agreement (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • November 19th, 2021 • SolarWinds Corp • Services-prepackaged software • Delaware
THIS FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made effective as of November 18, 2021 (the “Effective Date”), by and among SolarWinds Corporation, a Delaware corporation (“Company”), and the undersigned stockholders (collectively, the “Lead Investors”). This Amendment amends the Stockholders’ Agreement (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Stockholders’ Agreement.
TRANSITION AGREEMENTTransition Agreement • January 6th, 2021 • SolarWinds Corp • Services-prepackaged software • Texas
This TRANSITION AGREEMENT (this “Agreement”) is effective as of January 1, 2021 (the “Effective Date”), by and between SolarWinds Corporation (the “Company”) and Kevin B. Thompson (the “Consultant”).
OMNIBUS Amendment toEmployment Agreement • August 10th, 2020 • SolarWinds Corp • Services-prepackaged software
THIS OMNIBUS AMENDMENT TO EMPLOYMENT DOCUMENTS (this “Amendment”) is made effective as of August 6, 2020 (the “Effective Date”), by and between SolarWinds Corporation, a Delaware corporation on behalf of itself, each of its direct and indirect subsidiaries, and each of its and their respective predecessors in interest (collectively the “Company”) and Kevin B. Thompson (“Executive”). This Amendment amends the Employment Documents (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.
SECOND LIEN CREDIT AGREEMENT dated as of March 15, 2018, among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., as Holdings, SOLARWINDS HOLDINGS, INC., as Borrower and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and THE LENDERS PARTY HERETO,Second Lien Credit Agreement • June 1st, 2018 • SolarWinds Corp • Services-prepackaged software • New York
This SECOND LIEN CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 15, 2018, among SolarWinds Intermediate Holdings I, Inc., a Delaware corporation (“Holdings”), SolarWinds Holdings, Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined in this preamble or the recitals having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
SHARE PURCHASE AGREEMENT by and among PROJECT LAKE HOLDINGS, LTD., SOLARWINDS HOLDINGS, INC., LOGICNOW HOLDINGS LTD. and LOGICNOW HOLDING S.À R.L. May 8, 2016Share Purchase Agreement • June 1st, 2018 • SolarWinds Corp • Services-prepackaged software • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of May 8, 2016, by and between LogicNow Holding S.à r.l., a limited liability company (société à responsabilité limitée) organized and existing under the Laws of Luxembourg (“Seller”), LogicNow Holdings Ltd., a limited company organized and existing under the laws of the United Kingdom (“US Seller”), Project Lake Holdings, Ltd., a limited company organized and existing under the laws of the United Kingdom (“Purchaser”), and SolarWinds Holdings, Inc., a corporation incorporated and existing under the laws of the State of Delaware (“US Purchaser”). Each of Seller, US Seller, Purchaser and US Purchaser is referred to herein from time to time as a “Party” and together as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 1”), dated as of May 27, 2016, by and among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., a Delaware corporation (“Holdings”), SOLARWINDS HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the other undersigned Guarantors (each, a “Subsidiary Guarantor”), the First Incremental Term Loan Lenders (as defined below) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2021 • SolarWinds Corp • Services-prepackaged software
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of January 4, 2021 (the “Effective Date”), by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”) and wholly-owned subsidiary of SolarWinds Corporation, a Delaware corporation (“Parent”), and Sudhakar Ramakrishna (“Employee”). This Amendment amends the Employment Agreement (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 1st, 2018 • SolarWinds Corp • Services-prepackaged software
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 2”), dated as of August 18, 2016, by and among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., a Delaware corporation (“Holdings”), SOLARWINDS HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the other undersigned Guarantors (each, a “Subsidiary Guarantor”), the 2016 Refinancing Term Lenders (as defined below) party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
