AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of MAY 17, 2013 by and among SOLARWINDS WORLDWIDE, LLC, NORTH ACQUISITION CORP., N-ABLE TECHNOLOGIES INTERNATIONAL, INC., THE EQUITY HOLDER REPRESENTATIVES and U.S. BANK, NATIONAL ASSOCIATION...Agreement and Plan of Merger and Reorganization • May 28th, 2013 • SolarWinds, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (including the N-able Disclosure Schedule, this “Agreement”) is entered into as of May 17, 2013 by and among (a) SolarWinds Worldwide, LLC, a Delaware limited liability company (“SolarWinds”); (b) North Acquisition Corp., a Delaware corporation (the “Merger Sub”) and a wholly-owned subsidiary of SolarWinds; (c) N-able Technologies International, Inc., a Delaware corporation (“N-able US”); (d) Gavin Garbutt and David Cusimano, in their capacity as joint Equity Holder Representatives (as defined in Section 3.11(a)); and (e) solely for purposes of Article VII hereof, U.S. Bank, National Association (the “Escrow Agent”). SolarWinds, N-able US, the Equity Holder Representatives and the Merger Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
