FORM OF STOCKHOLDERS’ AGREEMENT by and among N-ABLE, INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of [ ], 2021Stockholders’ Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software • Delaware
together with their Permitted Transferees, the “Managers” and, collectively with Silver Lake, Thoma Bravo, the SL Co-Investor, the TB Co-Investors and the Managers, the “Stockholders”).
FORM OF SOFTWARE CROSS LICENSE AGREEMENT by and between SolarWinds Corporation and N-able, Inc. Dated as of [●], 2021Software Cross License Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software • Delaware
This SOFTWARE CROSS LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2021 (the “Effective Date”), is entered into by and between SolarWinds Corporation (“Parent”), a Delaware corporation, and N-able, Inc. (“SpinCo”), a Delaware corporation. “Party” or “Parties” means Parent or SpinCo, individually or collectively, as the case may be.
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between SolarWinds Corporation and N-able, Inc. Dated as of [●], 2021Intellectual Property Matters Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software • Delaware
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG N-ABLE, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [___], 2021Registration Rights Agreement • April 6th, 2021 • N-Able, LLC • 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 [___], 2021, is made by and among:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software • Delaware
Indemnification Agreement, dated as of _______________, _____, between N-able, Inc., a Delaware corporation (the "Company"), and the director listed on the signature page hereto ("Indemnitee").
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between SOLARWINDS CORPORATION and N-ABLE, INC. Dated as of [●], 2021Separation and Distribution Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 2021, is entered into by and between SolarWinds Corporation, a Delaware corporation (“Parent”), and N-able, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”). “Party” or “Parties” means Parent or SpinCo, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software • Delaware
This Trademark License Agreement (this “Agreement”), dated as of [], 2021 (the “Effective Date”), is made and entered into by and between SolarWinds Corporation (“Parent”), a Delaware corporation, and N-able, Inc. (“SpinCo”), a Delaware corporation. Parent and SpinCo are collectively referred to as the “Parties” and individually referred to as a “Party.”
FORM OF EMPLOYEE MATTERS AGREEMENT by and between SOLARWINDS CORPORATION and N-ABLE, INC. Dated as of [●], 2021Employee Matters Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2021, is entered into by and between SolarWinds Corporation, a Delaware corporation (“Parent”), and N-able, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“SpinCo”). “Party” or “Parties” means Parent or SpinCo, individually or collectively, as the case may be.
FORM OF TAX MATTERS AGREEMENTTax Matters Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [•], 2021, between SolarWinds Corporation, a Delaware corporation (“Parent”) and N-able, Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of [•], 2021, between the Parties (the “Separation Agreement”).
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 6th, 2021 • N-Able, LLC • Services-prepackaged software • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2021 (the “Effective Date”), is entered into by and between SolarWinds Corporation, a Delaware corporation (“Parent”), and N-able, Inc., a Delaware corporation (“SpinCo”). “Party” or “Parties” means Parent or SpinCo, individually or collectively, as the case may be.
