CREDIT AGREEMENT dated as of July 19, 2021, among N-ABLE INTERNATIONAL HOLDINGS I, LLC, as Holdings, N-ABLE INTERNATIONAL HOLDINGS II, LLC, as the Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral...Credit Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of July 19, 2021 (this “Agreement”), among N-ABLE INTERNATIONAL HOLDINGS I, LLC, a Delaware limited liability company (“Holdings”), N-ABLE INTERNATIONAL HOLDINGS II, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank.
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Massachusetts
This AGREEMENT, dated as of July 19, 2021 by and between N-able Technologies, Inc., a Delaware corporation (the “Company”) and wholly-owned subsidiary of N-able, Inc., a Delaware corporation (“Parent”), and Kathleen Pai (the “Employee”) and shall be effective as of the Effective Time (as defined in that certain Separation and Distribution Agreement to be entered into by and between SolarWinds Corporation (“SolarWinds”) and Parent in connection with the separation of Parent from SolarWinds (the “Separation Agreement”)) (the “Effective Date”). In the event that the Effective Time shall not occur, this Agreement shall be null and void.
STOCKHOLDERS’ AGREEMENTby and amongN-ABLE, INC.,N-ABLE INTERNATIONAL HOLDINGS II, LLCandTHE STOCKHOLDERS NAMED HEREINDated as of July 19, 2021Stockholders’ Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
(i)N-able, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 5.3 and 5.11, N-able International Holdings II, LLC, a Delaware limited liability company (“N-able International”);
SOFTWARE CROSS LICENSE AGREEMENTSoftware Cross License Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
This SOFTWARE CROSS LICENSE AGREEMENT (this “Agreement”), dated as of July 16, 2021 and made effective as of the Distribution Date (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.
INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between SolarWinds Corporation and N-able, Inc. Dated as of July 16, 2021Intellectual Property Matters Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of July 16, 2021 and made effective as of the Distribution Date (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.
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Massachusetts
This Employment Agreement (“Agreement”) is entered into as of July 19, 2021 by and between N-able Technologies, Inc. (the “Company”) and wholly-owned subsidiary of N-able, Inc., a Delaware corporation (“Parent”), and John Pagliuca (“Employee”) and shall be effective as of the Effective Time (as defined in that certain Separation and Distribution Agreement to be entered into by and between SolarWinds Corporation (“SolarWinds”) and Parent in connection with the separation of Parent from SolarWinds (the “Separation Agreement”)) (the “Effective Date”). In the event that the Effective Time shall not occur, this Agreement shall be null and void.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG N-ABLE, INC., N-ABLE INTERNATIONAL HOLDINGS II, LLC AND CERTAIN STOCKHOLDERS DATED AS OF JULY 19, 2021Registration Rights Agreement • July 20th, 2021 • N-Able, Inc. • 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 July 19, 2021, is made by and among:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
Indemnification Agreement, dated as of July 19, 2021, between N-able, Inc., a Delaware corporation (the "Company"), and the director listed on the signature page hereto ("Indemnitee").
SEPARATION AND DISTRIBUTION AGREEMENT by and between SOLARWINDS CORPORATION and N-ABLE, INC. Dated as of July 16, 2021Separation and Distribution Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of July 16, 2021, is entered into by and between SolarWinds Corporation, a Delaware corporation (“Parent”), and N-able, Inc., a Delaware corporation and a 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 • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
This Trademark License Agreement (this “Agreement”), dated as of July 16, 2021 and made effective as of the Distribution Date (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.”
EMPLOYEE MATTERS AGREEMENT by and between SOLARWINDS CORPORATION and N-ABLE, INC. Dated as of July 16, 2021Employee Matters Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of July 16, 2021, is entered into by and between SolarWinds Corporation, a Delaware corporation (“Parent”), and N-able, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“SpinCo”). “Party” or “Parties” means Parent or SpinCo, individually or collectively, as the case may be.
TAX MATTERS AGREEMENTTax Matters Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of July 16, 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 July 16, 2021, between the Parties (the “Separation Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Ontario
This AGREEMENT, dated as of July 19, 2021 by and between N-able Solutions ULC, a company incorporated under the laws of the Province of Ontario (the “Company”) and wholly-owned subsidiary of N-able, Inc., a Delaware corporation (“Parent”) and Frank Colletti (the “Employee”) and shall be effective as of the Effective Time (as defined in that certain Separation and Distribution Agreement to be entered into by and between SolarWinds Corporation (“SolarWinds”) and Parent in connection with the separation of Parent from SolarWinds (the “Separation Agreement”)) (the “Effective Date”). In the event that the Effective Time shall not occur, this Agreement shall be null and void.
TRANSITION SERVICES AGREEMENT by and between SOLARWINDS CORPORATION and N-ABLE, INC. Dated as of July 16, 2021Transition Services Agreement • July 20th, 2021 • N-Able, Inc. • Services-prepackaged software • Delaware
