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”.
