Underwriting AgreementUnderwriting Agreement • October 5th, 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 and, at the election of the Underwriters, up to [●] additional shares of Common Stock, $0.001 par value (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this this Agreement, to sell to the Underwriters an aggregate of [●] shares and, at the election of the Underwriters, the Selling Stockholders propose to sell up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the the Selling Stockholders is herein called the “Optional Shares”. The Firm Share
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
