8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

July 16, 2021

Date of Report (Date of earliest event reported)

SOLARWINDS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-38711	81-0753267
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7171 Southwest Parkway

Building 400

Austin, Texas 78735

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (512) 682-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	SWI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 1.01 Entry into a Material Definitive Agreement.

On July 16, 2021, in connection with the previously announced Separation (as defined below), SolarWinds Corporation (the “Company”) and N-able, Inc. (“N-able”) entered into a Separation and Distribution Agreement pursuant to which the Company agreed to transfer its MSP business (now known as the N-able business) to N-able (the “Separation”) and distribute all of the outstanding shares of common stock of the Company owned by the Company to the holders of the Company’s stock in a tax-free distribution (the “Distribution”). The Distribution was effectuated as of 11:59 p.m., New York City time, on July 19, 2021 (the “Effective Time”), to shareholders of the Company as of the close of business on July 12, 2021 (the “Record Date”). As a result of the Distribution, N-able is now an independent publicly traded company and its common stock is listed on the New York Stock Exchange under the symbol “NABL.”

In connection with the Separation and Distribution, on July 16, 2021, the Company entered into various agreements with N-able contemplated by the Separation and Distribution Agreement to provide a framework for the Company’s relationship with N-able after the Separation and Distribution, including the following agreements:

•Transition Services Agreement, dated as of July 16, 2021;

•Tax Matters Agreement, dated as of July 16, 2021;

•Employee Matters Agreement, dated as of July 16, 2021;

•Intellectual Property Matters Agreement, dated as of July 16, 2021;

•Trademark License Agreement, dated as of July 16, 2021; and

•Software Cross-License Agreement, dated as of July 16, 2021.

Summaries of the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, Trademark License Agreement and Software Cross-License Agreement can be found in the section entitled “Certain Relationships and Related Person Transactions” of the N-able’s information statement, dated July 12, 2021 (the “Information Statement”), which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”), and are incorporated herein by reference. The descriptions of these agreements contained therein and herein do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the full text of these agreements, which are attached hereto as Exhibits 2.1 (Separation and Distribution Agreement), 10.1 (Transition Services Agreement), 10.2 (Tax Matters Agreement), 10.3 (Employee Matters Agreement), 10.4 (Intellectual Property Matters Agreement), 10.5 (Trademark License Agreement) and 10.6 (Software Cross-License Agreement), respectively, each of which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 19, 2021, the Company completed the previously announced Separation. Following the Separation, N-able holds the N-able businesses and will provide broad and scalable IT service management solutions designed to enable managed service providers, or MSPs, to deliver outsourced IT services for their small and medium size business end-customers and more efficiently manage their own businesses. The Company retained its Core IT Management business focused primarily on corporate IT organizations.

The Separation was effected by the Distribution of all of the outstanding shares of N-able common stock to the Company’s stockholders who held shares of the Company’s common stock as of the close of business on the Record Date. The Company’s stockholders of record as of the Record Date received one share of N-able common stock for every two shares of the Company’s common stock held as of the Record Date. The Company did not issue fractional shares of N-able common stock in the Distribution. Instead, each stockholder otherwise entitled to receive a fractional share of N-able common stock will receive cash in lieu of fractional shares.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, in connection with Separation and Distribution, John Pagliuca (Executive Vice President and President, MSP) ceased to serve as an executive officer of the Company effective on the date of the Distribution.

Item 8.01 Other Events.

On July 19, 2021, prior to the completion of the Distribution, N-able closed the previously announced private placement of 20,623,282 shares of common stock at a purchase price of $10.91 per share (the “Private Placement”) in a transaction exempt from registration under the Securities Act. In consideration of the shares of N-able common stock issued in the Private Placement, N-able received gross proceeds of approximately $225 million before deducting placement agent fees and other transaction-related expenses payable by N-able. N-able will not retain any of the approximately $216.0 million of net proceeds

of the Private Placement.

In addition, in connection with the Separation and Distribution, on July 19, 2021, certain subsidiaries of N-able entered into a credit agreement as previously announced, providing for $410.0 million of first lien secured credit facilities, or the Credit Facilities, consisting of a $60.0 million revolving credit facility, or the Revolving Facility, and a $350.0 million term loan facility, or the Term Loan, with JP Morgan Chase, Bank, N.A. as administrative agent and collateral agent and the lenders from time to time party thereto, or the Credit Agreement.

In connection with the closing of the Private Placement and the Term Loan, on July 19, 2021, prior to the completion of the Distribution, N-able distributed approximately $216.0 million, representing the net proceeds from the Private Placement, and approximately $[16.5 million], representing the net proceeds from the Term Loan, to the Company. In addition, as contemplated by the Separation and Distribution Agreement, any cash in excess of $50.0 million will be distributed by N-able to the Company within 30 days of the date of the Distribution. Subject to the approval of its Board of Directors, the Company currently expects to use the net proceeds from such distributions from N-able to make a distribution to its stockholders and/or pay down its existing third-party indebtedness.

On July 20, 2021, the Company and N-able issued a joint press release announcing the completion of the Separation and Distribution. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information in Exhibit 99.2 to this report shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

Unaudited pro forma financial information of SolarWinds to give effect to the Separation is included in Exhibit 99.3 filed herewith and incorporated by reference into this Item 9.01.

(d) Exhibits.

Exhibit Number	Description
2.1	Separation and Distribution Agreement, dated as of July 16, 2021, by and between SolarWinds Corporation and N-able, Inc.
10.1	Transition Services Agreement, dated as of July 16, 2021, by and between SolarWinds Corporation and N-able, Inc.
10.2	Tax Matters Agreement, dated as of July 16, 2021, by and between SolarWinds Corporation and N-able, Inc.
10.3	Employee Matters Agreement, dated as of July 16, 2021, by and between SolarWinds Corporation and N-able, Inc.
10.4	Intellectual Property Matters Agreement, dated as of July 16, 2021, by and between SolarWinds Corporation and N-able, Inc.
10.5	Trademark License Agreement, dated as of July 16, 2021, by and between SolarWinds Corporation and N-able, Inc.
10.6	Software Cross-License Agreement, dated as of July 16, 2021, by and between SolarWinds Corporation and N-able, Inc.
99.1	Information Statement of N-able, Inc., dated July 12, 2021
99.2	Joint Press Release issued by SolarWinds Corporation and N-able, Inc., dated July 20, 2021
99.3	Unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2021 and the years ended December 31, 2020, 2019 and 2018, and the unaudited pro forma condensed consolidated balance sheet as of March 31, 2021.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SOLARWINDS CORPORATION
Dated:	July 20, 2021	By:	/s/ Sudhakar Ramakrishna
			Sudhakar Ramakrishna
			President and Chief Executive Officer

EX-2.1

Exhibit 2.1

Execution Version

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

SOLARWINDS CORPORATION

and

N-ABLE, INC.

Dated as of July 16, 2021

TABLE OF CONTENTS

ARTICLE I    DEFINITIONS AND INTERPRETATION	2
Section 1.1    General	2
Section 1.2    References; Interpretation	20
ARTICLE II    THE SEPARATION	20
Section 2.1    General	20
Section 2.2    Restructuring: Transfer of Assets; Assumption of Liabilities	21
Section 2.3    Treatment of Shared Contracts	22
Section 2.4    Intercompany Accounts, Loans and Agreements	23
Section 2.5    Limitation of Liability; Intercompany Contracts	24
Section 2.6    Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time	24
Section 2.7    Conveyancing and Assumption Instruments	26
Section 2.8    Further Assurances; Ancillary Agreements	27
Section 2.9    Novation of Liabilities; Indemnification	28
Section 2.10    Guarantees; Credit Support Instruments	30
Section 2.11    Disclaimer of Representations and Warranties	31
Section 2.12    SpinCo Financing Arrangements	32
Section 2.13    Cash Management; Cash Adjustment.	33
Section 2.14    SpinCo PIPE Offering	35
ARTICLE III    CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS	35
Section 3.1    Organizational Documents	35
Section 3.2    Directors	36
Section 3.3    Officers	36
Section 3.4    Resignations and Removals	36
Section 3.5    Ancillary Agreements	36
ARTICLE IV    THE DISTRIBUTION	36
Section 4.1    Distribution	36
Section 4.2    Fractional Shares	37
Section 4.3    Actions in Connection with the Distribution	37
Section 4.4    Sole Discretion of Parent	38
Section 4.5    Conditions to Distribution	38
ARTICLE V    CERTAIN COVENANTS	40
Section 5.1    Cooperation	40
Section 5.2    Retained Names	40
Section 5.3    No Restriction on Competition	41

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Section 5.4    No Hire and No Solicitation of Employees	41
ARTICLE VI    INDEMNIFICATION	42
Section 6.1    Release of Pre-Distribution Claims	42
Section 6.2    Indemnification by Parent	45
Section 6.3    Indemnification by SpinCo	45
Section 6.4    Procedures for Indemnification	45
Section 6.5    Cooperation in Defense and Settlement	48
Section 6.6    Indemnification Payments	49
Section 6.7    Indemnification Obligations Net of Insurance Proceeds and Other Amounts	49
Section 6.8    Contribution	50
Section 6.9    Additional Matters; Survival of Indemnities	50
ARTICLE VII    PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE	50
Section 7.1    Preservation of Corporate Records	51
Section 7.2    Financial Statements and Accounting	52
Section 7.3    Provision of Corporate Records	53
Section 7.4    Witness Services	55
Section 7.5    Reimbursement; Other Matters	55
Section 7.6    Confidentiality	56
Section 7.7    Privilege Matters	57
Section 7.8    Ownership of Information	59
Section 7.9    Personal Data	59
Section 7.10    Cyber Incident Cooperation and Reporting	60
Section 7.11    Parent Cyber Liability Notice	60
Section 7.12    Other Agreements	60
ARTICLE VIII    DISPUTE RESOLUTION	60
Section 8.1    Negotiation and Arbitration	60
Section 8.2    Specific Performance	65
Section 8.3    Treatment of Arbitration	65
Section 8.4    Continuity of Service and Performance	65
Section 8.5    Consolidation	65
ARTICLE IX    INSURANCE	66
Section 9.1    Insurance Matters	66
Section 9.2    Certain Matters Relating to Parent’s Organizational Documents	71
Section 9.3    Directors and Officers Liability Insurance	71
ARTICLE X    MISCELLANEOUS	71
Section 10.1    Entire Agreement; Construction	71

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Section 10.2    Ancillary Agreements	72
Section 10.3    Counterparts	72
Section 10.4    Survival of Agreements	72
Section 10.5    Expenses	72
Section 10.6    Notices	73
Section 10.7    Consents; Waivers	73
Section 10.8    Assignment	73
Section 10.9    Successors and Assigns	74
Section 10.10    Termination and Amendment	74
Section 10.11    Payment Terms	74
Section 10.12    Subsidiaries	74
Section 10.13    Third Party Beneficiaries	75
Section 10.14    Title and Headings	75
Section 10.15    Exhibits and Schedules	75
Section 10.16    Governing Law	75
Section 10.17    Severability	75
Section 10.18    Public Announcements	75
Section 10.19    Interpretation	76
Section 10.20    No Duplication; No Double Recovery	76
Section 10.21    Tax Treatment of Payments	76
Section 10.22    No Waiver	76
Section 10.23    No Admission of Liability	76

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SEPARATION AND DISTRIBUTION AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, Parent, acting through its direct and indirect Subsidiaries, currently owns and conducts the Parent Retained Business and the SpinCo Business;

WHEREAS, the Board of Directors of Parent (the “Board”) has determined that it is appropriate, desirable and in the best interests of Parent and its stockholders to separate Parent into two separate, publicly traded companies, one for each of (i) the Parent Retained Business, which shall be owned and conducted by the Parent Group and (ii) the SpinCo Business, which shall be owned and conducted by the SpinCo Group;

WHEREAS, in furtherance of the separation, the Board authorized the Internal Reorganization;

WHEREAS, following the completion of the Internal Reorganization, Parent (i) shall cause the Contribution and the Internal Distributions to be effected and (ii) thereafter cause the Distribution Agent to transfer pro rata to the Record Holders, in accordance with the Distribution Ratio, all of the issued and outstanding shares of SpinCo Common Stock owned by Parent (such transfer, the “Distribution” or the “External Distribution”) on the terms and conditions set forth in this Agreement;

WHEREAS, (i) the Board has (x) determined that each Internal Distribution, the Distribution and the other transactions contemplated by this Agreement and the Ancillary Agreements (as defined below) have a valid business purpose, are in furtherance of and consistent with its business strategy and are in the best interests of Parent and its stockholders and (y) approved this Agreement and each of the Ancillary Agreements and (ii) the Board of Directors of SpinCo has approved this Agreement and each of the Ancillary Agreements (to the extent SpinCo is a party thereto);

WHEREAS, the Parties desire to set forth the principal corporate transactions required to effect the Distribution and certain other agreements relating to the relationship of Parent and SpinCo and their respective Subsidiaries following the Distribution;

WHEREAS, it is the intention of the Parties that the Contribution, the SpinCo Financing Cash Distribution and the First Internal Distribution, taken together, qualify as a reorganization under Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies;

WHEREAS, it is the intention of the Parties that the Second Internal Distribution, the Third Internal Distribution and the Distribution each qualify as a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies; and

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WHEREAS, this Agreement is intended to be and is hereby adopted as a “plan of reorganization” with respect to the Contribution and the First Internal Distribution within the meaning of Treas. Reg. Section 1.368-2(g).

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1.General. As used in this Agreement, the following terms shall have the following meanings:

(1)“AAA” shall have the meaning set forth in Section 8.1(c).

(2)“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

(3)“Affiliate” shall mean, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time. For the purposes of this definition, “control”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that no Party or member of its Group shall be deemed to be an Affiliate of another Party or member of such other Party’s Group, including by reason of having one or more directors in common or by reason of having been under common control of Parent or Parent’s stockholders prior to or, in case of Parent’s stockholders, after, the Effective Time.

(4)“Agreement” shall have the meaning set forth in in the Preamble.

(5)“Ancillary Agreements” shall mean the Transition Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Intellectual Property Matters Agreement, the Software Cross License Agreement, the Trademark License Agreement, the lease agreements for the sites set forth in Schedule 1.1(5), any Continuing Arrangements, any and all Conveyancing and Assumption Instruments and any other agreements to be entered into by and between any member of the Parent Group, on one hand, and any member of the SpinCo Group, on the other hand, at, prior to or after the Distribution in connection with the Distribution.

(6)“Arbitral Panel” shall have the meaning set forth in Section 8.1(c)(i).

(7)“Assets” shall mean all rights (including Intellectual Property), title and ownership interests in and to all properties, claims, Contracts, businesses, or assets (including goodwill or equity interests in any Person), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or

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mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected on the books and records or financial statements of any Person. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, Taxes (including any Tax items, attributes or rights to receive any Tax Refunds (as defined in the Tax Matters Agreement)) shall not be treated as Assets.

(8)“Asset Transferors” shall mean the entities transferring Assets to SpinCo Group or Parent Group, as the case may be, in order to consummate the transactions contemplated hereby.

(9)“Assume” shall have the meaning set forth in Section 2.2(c); and the terms “Assumed” and “Assumption” shall have their correlative meanings.

(10)“Audited Party” shall have the meaning set forth in Section 7.2(a).

(11)“Board” shall have the meaning set forth in the Recitals.

(12)“Business” shall mean the Parent Retained Business or the SpinCo Business, as applicable.

(13)“Business Day” shall mean any day other than Saturday or Sunday and any other day on which commercial banking institutions located in New York, New York are required, or authorized by Law, to remain closed.

(14)“Business Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

(15)“Cash Adjustment” shall have the meaning set forth in Section 2.13(b)(vi).

(16)“Cash Equivalents” shall mean (i) cash and (ii) checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Entity, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(17)“Change of Control” shall mean, with respect to a Party, the occurrence after the Effective Date of any of the following: (a) the sale, conveyance or disposition, in one or a series of related transactions, of all or substantially all of the assets of such Party to a third party that is not an Affiliate of such Party prior to such transaction or the first of such related transactions; (b) the consolidation, merger or other business combination of a Party with or into any other Person, immediately following which the stockholders of the Party prior to such transaction fail to own in the aggregate the Majority Voting Power of the surviving Party in such consolidation, merger or business combination or of its ultimate publicly traded parent Person; or (c) a transaction or series of transactions in which any Person or “group” (as such term is used in Section 13(d) of the Exchange Act) acquires the Majority Voting Power of such Party (other than in a reincorporation or similar corporate transaction in which each of such Party’s stockholders own, immediately thereafter, interests in the new parent company in substantially the same percentage as such stockholder owned in such Party immediately prior to such transaction).

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(18)“Code” shall mean the Internal Revenue Code of 1986, as amended

(19)“Commission” shall mean the United States Securities and Exchange Commission.

(20)“Company Policies” shall mean all insurance policies, insurance contracts and claim administration contracts of any kind of any member of the Parent Group, which are in effect at the Effective Time, except all insurance policies, insurance contracts and claim administration contracts established in contemplation of the Distribution to cover any member of the SpinCo Group after the Effective Time.

(21)“Confidential Information” shall mean all non-public, confidential or proprietary Information to the extent concerning a Party, its Group and/or its Subsidiaries or with respect to SpinCo, the SpinCo Business, any SpinCo Assets or any SpinCo Liabilities or with respect to Parent, the Parent Retained Business, any Parent Retained Assets or any Parent Liabilities, including any such Information that was acquired by any Party after the Effective Time pursuant to Article VII or otherwise in accordance with this Agreement, or that was provided to a Party by a third party in confidence, including (a) any and all technical information relating to the design, operation, development, use, hosting, marketing, distribution, provisioning, licensing out and manufacture of any Party’s product or service (including product specifications, documentation, engineering, and design; software, software as a service, firmware, computer programs and applications (including source code, executable or object code, architecture, algorithms, data files, computerized databases, plugins, libraries, subroutines, tools and APIs), programming data, databases, user manuals and training materials, and all information and documentation referred to in the same and supporting the foregoing); product or service costs, margins and pricing; as well as product or service marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to design, operation, development, use, hosting, marketing, distribution, provisioning, licensing out and manufacturing; (b) information, documents and materials relating to the Party’s financial condition, management and other business conditions, prospects, plans, procedures, infrastructure, security, information technology procedures and systems, and other business or operational affairs; (c) pending unpublished patent applications and trade secrets; and (d) any other data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary and/or privileged use by a Party; except for any Information that is (i) in the public domain or known to the public through no fault of the receiving Party or its Subsidiaries, (ii) lawfully acquired after the Effective Time by such Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect to such Information or (iii) independently developed by the receiving Party after the Effective Time without reference to any Confidential Information. As used herein, by example and without limitation, Confidential Information shall mean any information of a Party intended or marked as confidential, proprietary and/or privileged.

(22)“Consents” means any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any third party to a Contract and any Governmental Entity.

(23)“Continuing Arrangements” shall mean:

(i)those arrangements set forth on Schedule 1.1(23)(i);

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(ii)this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups);

(iii)any Contracts between: (i) a Parent Group member that is in the business of selling or buying products or services to or from third parties; and (ii) a member of the SpinCo Group, and which Contract is related primarily to the provision of such products or services and was or is entered into in the ordinary course of business and on arms’-length terms; and such other commercial arrangements among the Parties that are intended to survive and continue following the Effective Time; provided that none of the intercompany Contracts set forth on Schedule 1.1(23)(iii) shall be deemed to be Continuing Arrangements, it being understood that Schedule 1.1(23)(iii) is not intended to be an exclusive list of arrangements that are to be terminated at the Effective Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.

(24)“Contract” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(25)“Contribution” shall mean the Transfer, as a result of the Conversion, from Parent Borrower to SpinCo, prior to the First Internal Distribution, of (i) all of the outstanding stock of MSP UK Parent and SolarWinds MSP US, Inc., and (ii) any SpinCo Assets not directly or indirectly held by MSP UK Parent and SolarWinds MSP US, Inc.

(26)“Conversion” shall mean the statutory conversion of SpinCo from a Delaware limited liability company to a Delaware corporation, effective as of April 12, 2021.

(27)“Conveyancing and Assumption Instruments” shall mean, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements, and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

(28)“Credit Support Instruments” shall mean any letters of credit, performance bonds, surety bonds (including, with respect to the surety bonds, letters of credit and performance bonds set forth on Schedule 1.1(28), the allocable portion of the surety bonds, letters of credit and performance bonds as set forth on Schedule 1.1(28)), bankers acceptances, or other similar arrangements.

(29)“Cyber Incident” means the cyberattack announced by Parent on December 14, 2020 on the products and IT Systems of Parent and its then Subsidiaries, and subsequent disclosures related thereto made by Parent and SpinCo.

(30)“Data Protection Laws” shall mean any and all Laws concerning the privacy, protection and security of personal information.

(31)“Decision on Interim Relief” shall have the meaning set forth in Section 8.1(c)(vii).

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(32)“Dispute Notice” shall have the meaning set forth in Section 8.1(b)(i).

(33)“Dispute” shall have the meaning set forth in Section 8.1(a).

(34)“Distribution” shall have the meaning set forth in the Recitals.

(35)“Distribution Agent” shall mean American Stock Transfer & Trust Company.

(36)“Distribution Cash Amount Dispute Notice” shall have the meaning set forth in Section 2.13(b)(iii).

(37)“Distribution Cash Amount Statement” shall have the meaning set forth in Section 2.13(b)(i).

(38)“Distribution Date” shall mean the date, as shall be determined by the Board, on which the Distribution occurs.

(39)“Distribution Date Cash Amount” shall have the meaning set forth in Section 2.13(b)(i).

(40)“Distribution Disclosure Documents” shall mean the Form 10 and all exhibits thereto (including the Information Statement), any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under SpinCo’s employee benefit plans, in each case as filed or furnished by SpinCo with or to the Commission in connection with the Distribution or filed or furnished by Parent with or to the Commission solely to the extent such documents relate to SpinCo or the Distribution.

(41)“Distribution Ratio” shall mean one share of SpinCo Common Stock for every two shares of Parent Common Stock.

(42)“Effective Time” shall mean 11:59 p.m., Central time, on the Distribution Date or such other time on the Distribution Date that the Parties agree to in writing.

(43)“Emergency Arbitrator” shall have the meaning set forth in Section 8.1(c)(vii).

(44)“Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Parent and SpinCo, in the form attached hereto as Exhibit A.

(45)“Environmental Laws” shall mean all Laws relating to pollution or protection of human health or safety or the environment, including Laws relating to the exposure to, or release, threatened release or the presence of hazardous substances, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of hazardous substances and all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting hazardous substances, and all laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

(46)“Environmental Liabilities” shall mean Liabilities relating to Environmental Law.

(47)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(48)“External Distributions” shall have the meaning set forth in the Recitals.

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(49)“Final Cash Amount” shall have the meaning set forth in Section 2.13(b)(v).

(50)“Final Determination” shall have the meaning set forth in the Tax Matters Agreement.

(51)“First Internal Distribution” shall mean the distribution by Parent Borrower to SolarWinds Intermediate Holdings I, Inc. of (i) all of the shares of SpinCo Common Stock owned by Parent Borrower and (ii) the net proceeds of the SpinCo Financing Cash Distribution (less any amounts that are to be used to repay any existing Indebtedness of Solar Winds Holdings).

(52)“Form 10” shall mean the registration statement on Form 10 (Registration No. 001-40297) filed by SpinCo with the Commission under the Exchange Act in connection with the Distribution, including any amendment or supplement thereto.

(53)“Former Business” means any corporation, partnership, entity, division, business unit or business (in each case, including any assets and liabilities comprising the same) that has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (in whole or in part) to a Person that is not a member of the SpinCo Group or the Parent Group or the operations, activities or production of which has been discontinued, abandoned, completed or otherwise terminated (in whole or in part), in each case, prior to the Effective Time.

(54)“Governmental Approvals” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents, approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.

(55)“Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

(56)“Group” shall mean (i) with respect to Parent, the Parent Group and (ii) with respect to SpinCo, the SpinCo Group.

(57)“Indebtedness” shall mean, with respect to any Person, (i) the principal amount, prepayment and redemption premiums and penalties (if any), unpaid fees and other monetary obligations in respect of any indebtedness for borrowed money, whether short term or long term, and all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments, (ii) any indebtedness arising under any capital leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term, (iii) all liabilities secured by any Security Interest on any assets of such Person, (iv) all liabilities under any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements, (v) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates, (vi) all interest bearing indebtedness for the deferred purchase price of property or services, (vii) all liabilities under any Credit Support Instruments, (viii) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vii), and (ix) without duplication, all guarantees of indebtedness referred to in the foregoing clauses (i) through (viii).

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(58)“Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

(59)“Indemnifying Party” shall have the meaning set forth in Section 6.4(a).

(60)“Indemnitee” shall have the meaning set forth in Section 6.4(a).

(61)“Indemnity Payment” shall have the meaning set forth in Section 6.7(a).

(62)“Independent Accounting Firm” shall mean Deloitte & Touche LLP or if such firm is not available or is unwilling to serve, then a mutually acceptable expert in public accounting upon which Parent and SpinCo mutually agree.

(63)“Information” shall mean information, content, and data in written, oral, electronic, computerized, digital or other tangible or intangible media, including (i) books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and information (including prospects); technical information relating to the design, operation, development, use, hosting, marketing, distribution, provisioning, licensing out and manufacture of any Party’s or its Group’s product or service (including product specifications, documentation, engineering, and design; software, software as a service, firmware, computer programs and applications (including source code, executable or object code, architecture, algorithms, data files, computerized databases, plugins, libraries, subroutines, tools and APIs), programming data, databases, user manuals and training materials, and all information and documentation referred to in the same and supporting the foregoing); product or service costs, margins and pricing; as well as product or service marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to design, operation, development, use, hosting, marketing, distribution, provisioning, licensing out and manufacturing; communications, correspondence, materials, product or service literature, files, documents; and (ii) financial and business information, including earnings reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys, credit-related information, and other such information as may be needed for reasonable compliance with reporting, disclosure, filing or other requirements, including under applicable securities laws or regulations of securities exchanges.

(64)“Information Statement” shall mean the Information Statement attached as Exhibit 99.1 to the Form 10, to be distributed to the holders of shares of Parent Common Stock in connection with the Distribution, including any amendment or supplement thereto.

(65)“Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier or (ii) paid by an insurance carrier on behalf of an insured, in either case net of any applicable deductible or retention.

(66)“Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to

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deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

(67)“Intellectual Property” shall mean all U.S. and foreign: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, names, corporate names, trade names, Internet domain names, social media accounts and addresses and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively, “Patents”); (iii) copyrights and copyrightable subject matter, excluding Know-How; (iv) trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, excluding Patents (collectively, “Know-How”); (v) all applications and registrations for the foregoing; and (vi) all rights and remedies against past, present, and future infringement, misappropriation, or other violation thereof.

(68)“Intellectual Property Matters Agreement” shall mean the Intellectual Property Matters Agreement between Parent and SpinCo in the form attached hereto as Exhibit D.

(69)“Interim Relief” shall have the meaning set forth in Section 8.1(c)(vii).

(70)“Internal Distributions” shall mean the First Internal Distribution, the Second Internal Distribution, and the Third Internal Distribution.

(71)“Internal Reorganization” shall mean the allocation and transfer or assignment of Assets and Liabilities, including by means of the Conveyance and Assumption Instruments, resulting in (i) the SpinCo Group owning and operating the SpinCo Business, and (ii) the Parent Group continuing to own and operate the Parent Retained Business, as described in the step plan set forth in Schedule 1.1(71).

(72)“Internal Spinoff” shall mean the Contribution together with the First Internal Distribution.

(73)“IT Assets” shall mean all software, computer systems, telecommunications equipment, databases, Internet Protocol addresses, data rights and documentation, reference, resource and training materials relating thereto, and all Contracts (including Contract rights) relating to any of the foregoing (including software license agreements, source code escrow agreements, support and maintenance agreements, electronic database access contracts, domain name registration agreements, website hosting agreements, software or website development agreements, outsourcing agreements, service provider agreements, interconnection agreements, governmental permits, radio licenses and telecommunications agreements).

(74)“Law” shall mean any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.

(75)“Liabilities” shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, known or

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unknown, reserved or unreserved, or determined or determinable, including those arising under any Law (including Environmental Law), Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, Taxes shall not be treated as Liabilities governed by this Agreement other than for purposes of indemnification related to the Distribution Disclosure Documents.

(76)“Liable Party” shall have the meaning set forth in Section 2.9(b).

(77)“Majority Voting Power” means a majority of the voting power in the election of directors of all outstanding voting securities of the Person in question.

(78)“Negotiation Period” shall have the meaning set forth in Section 8.1(b)(i).

(79)“Non-Assumable Third Party Claim” shall have the meaning set forth in Section 6.4(c).

(80)“NYSE” shall mean the New York Stock Exchange.

(81)“Other Party” shall have the meaning set forth in Section 2.9(a).

(82)“Other Party’s Auditors” shall have the meaning set forth in Section 7.2(a).

(83)“Parent” shall have the meaning set forth in in the Preamble.

(84)“Parent Asset Transferee” shall mean any Parent Retained Business to which Parent Retained Assets shall be or have been transferred, directly or indirectly, prior to the Effective Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

(85)“Parent Borrower” means SolarWinds Holdings, Inc., a Delaware corporation.

(86)“Parent Common Stock” shall mean the common stock of Parent, par value $0.001 per share.

(87)“Parent Credit Agreement” means the First Lien Credit Agreement, dated as of February 5, 2016, among SolarWinds Intermediate Holdings I, Inc., a Delaware corporation, the Parent Borrower, the Subsidiary Guarantors (as defined therein) party thereto, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent and an issuing bank, as amended, amended and restated, supplemented or otherwise modified from time to time, including by any renewal, replacement or refinancing thereof, in whole or in part.

(88)“Parent Credit Group” means Parent Borrower and the Parent Restricted Subsidiaries.

(89)“Parent CSIs” shall have the meaning set forth in Section 2.10(d).

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(90)“Parent Cyber Liabilities” shall mean all Liabilities based upon, arising out of, or relating to the Cyber Incident, including all out-of-pocket direct costs and expenses (including fees and costs of outside counsel, investigators, consultants, and experts), judgments, penalties, and fines for:

(i)any Action brought or asserted by any Person (other than any member of any Group or their Affiliates) within four years after the Effective Time related to the Cyber Incident with respect to any product or service of the Parent Retained Business or the SpinCo Business;

(ii)any Action brought or asserted by any Person (other than any member of any Group or their Affiliates) within four years after the Effective Time with respect to any breach or exfiltration of Information (including any Information of any employee, consultant, customer, vendor or business partner) related to the Cyber Incident and the Parent Retained Business or the SpinCo Business;

(iii)any Action made by or on behalf of holders of Parent Company Stock, in their capacity as such, related to the Cyber Incident;

(iv)any investigation conducted by SpinCo following discovery by SpinCo within four years after the Effective Time of a cyber event relating to, arising out of or resulting from the Cyber Incident; and

(v)any Action brought by or asserted by any Person (other than any member of any Group or their Affiliates) with respect to any Information containing a statement of facts regarding the Cyber Incident in any Distribution Disclosure Document or any SpinCo Disclosure Document to the extent such Information was provided in writing by Parent to SpinCo for express inclusion in such Distribution Disclosure Document or SpinCo Disclosure Document and included in reliance and in conformity with such Information provided by Parent (other than (x) any Information included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other disclosure regarding the affects or impact of the Cyber Incident may have on the SpinCo Business or the SpinCo Assets and (y) with respect to SpinCo’s disclosure of such Information after Parent has previously notified SpinCo that such Information has materially changed or upon which SpinCo should no longer rely).

Notwithstanding anything to the contrary in the foregoing, “Parent Cyber Liabilities” shall not include any Liabilities incurred by any member of the SpinCo Group or the SpinCo Business or on any SpinCo Asset, to the extent based upon, arising out of, or relating to: (1) any compliance, mitigation, increased or changed IT, cybersecurity and other internal controls and enhancements (whether or not capitalized), research and development (whether or not capitalized) and additional personnel and related costs with respect to the SpinCo Business or any SpinCo Asset with respect to improving, enhancing or hardening the cyber security or defenses of the IT Assets of the SpinCo Group whether as a result of the Cyber Incident or otherwise; (2) any government relations, lobbying or public relations advisory work other than as described in clause (i) or (ii) above; (3) any Action relating to, arising out of or resulting from any breach or cyberattack occurring after the Effective Time where the events or circumstances giving rise to such Liabilities were not

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related to, arising out of or resulting from the Cyber Incident; (4) the Distribution Disclosure Documents, any SpinCo Disclosure, and any other public statements made by any member of the SpinCo Group or any of their respective officers or directors (in their capacity as such) after the Effective Time, in each case, related to the Cyber Incident (other than as provided in clause (v) above); and (5) any consequential, special or exemplary Liabilities (including any Liabilities for any loss of reputation or goodwill, diminution in value of the SpinCo Business or any SpinCo Assets (including any loss of revenues, cash flow or profits)) from any loss of SpinCo Group customers, vendors, partners, employees or other commercial relationships or any increase in insurance premiums, whether or not relating to, arising out of or resulting from the Cyber Incident.

(91)“Parent Former Business” shall mean any Former Business (other than the SpinCo Business or the SpinCo Former Businesses) that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily managed by or associated with the Parent Retained Business as then conducted.

(92)“Parent Group” shall mean (i) Parent and each Person that is a direct or indirect Subsidiary of Parent as of immediately following the Distribution and (ii) each Business Entity that becomes a Subsidiary of Parent after the Effective Time.

(93)“Parent Indemnitees” shall mean each member of the Parent Group and each of their respective Affiliates from and after the Effective Time and each member of the Parent Group’s and such Affiliates’ respective current, former and future directors, officers, managers, partners, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the SpinCo Indemnitees.

(94)“Parent Released Liabilities” shall have the meaning set forth in Section 6.1(a)(i).

(95)“Parent Restricted Subsidiary” means any Restricted Subsidiary (as defined in the Parent Credit Agreement).

(96)“Parent Retained Assets” shall mean:

(i)the Assets listed or described on Schedule 1.1(96) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Parent or any other member of the Parent Group (which for the avoidance of doubt is not a comprehensive listing of all Parent Retained Assets and is not intended to limit other clauses in this definition of “Parent Retained Assets”);

(ii)any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Parent and/or any of its Subsidiaries, that are not SpinCo Assets;

(iii)any and all Assets that are acquired or otherwise becomes an Asset of the Parent Group after the Effective Time; and

(iv)all Parent Retained IP.

(97)“Parent Retained Business” shall mean (i) those businesses operated by the Parent Group prior to the Effective Time (including the information technology operations management

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business) other than the SpinCo Business, (ii) those Business Entities or businesses acquired or established by or for any member of the Parent Group after the Effective Time, and (iii) any Parent Former Business; provided that Parent Retained Business shall not include any SpinCo Former Business.

(97)“Parent Retained IP” shall mean (i) all Intellectual Property other than SpinCo Intellectual Property, (ii) any Intellectual Property licensed to SpinCo pursuant to the Ancillary Agreements, and (iii) the Parent Retained Names.

(98)“Parent Retained Liabilities” shall mean:

(i)any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Parent or any other member of the Parent Group, and all agreements, obligations and other Liabilities of Parent or any member of the Parent Group under this Agreement or any of the Ancillary Agreements;

(ii)any and all Liabilities of a member of the Parent Group to the extent relating to, arising out of or resulting from any Parent Retained Assets (other than Liabilities arising under any Shared Contracts to the extent such Liabilities relate to the SpinCo Business);

(iii)any and all Parent Cyber Liabilities;

(iv)the Liabilities listed on Schedule 1.1(99); and

(v)any and all Liabilities of Parent and each of its Subsidiaries that are not SpinCo Liabilities.

(100)“Parent Retained Names” shall mean the names and marks set forth in Schedule 1.1(100), and any Trademarks containing or comprising any of such names or marks, and any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing any of the foregoing names or marks.

(101)“Party” and “Parties” shall have the meanings set forth in the Preamble.

(102)“Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

(103)“Policies” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including primary, excess and umbrella policies, commercial general liability policies, fiduciary liability, directors and officers liability, automobile, property and casualty, workers’ compensation and employee dishonesty insurance policies and bonds, together with the rights, benefits and privileges thereunder.

(104)“Personal Data” shall mean any information that is defined as ‘personal data’, ‘personal information’, ‘personally identifiable information’ or other similar term, under applicable Data Protection Laws.

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(105)“Prime Rate” shall mean the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein or any similar release by the Federal Reserve Board. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

(106)“Privilege” shall have the meaning set forth in Section 7.7(a).

(107)“Privileged Information” has the meaning set forth in Section 7.7(a).

(108)“Record Date” shall mean the date determined by the Board of Directors of Parent as the record date for determining the holders of Parent Common Stock entitled to receive SpinCo Common Stock in the Distribution.

(109)“Record Holders” shall mean holders of Parent Common Stock on the Record Date.

(110)“Records” shall mean any Contracts, documents, books, records or files.

(111)“Released Insurance Matters” shall have has the meaning set forth in Section 9.1(h).

(112)“Rules” shall have the meaning set forth in Section 8.1(c).

(113)“Second Internal Distribution” shall mean the distribution by SolarWinds Intermediate Holdings I, Inc. to SolarWinds Intermediate Holdings II, Inc of (i) all of the shares of SpinCo Common Stock and (ii) the net proceeds of the SpinCo Financing Cash Distribution (less any amounts that are to be used to repay any existing Indebtedness of Solar Winds Holdings) received by Parent Borrower in the First Internal Distribution.

(114)“Securities Act” shall mean the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

(115)“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(116)“Shared Contract” shall have the meaning set forth in Section 2.3(a).

(117)“Software Cross License Agreement” shall mean the Software Cross License Agreement by and between the Parties, in the form attached hereto as Exhibit E.

(118)“SpinCo” shall have the meaning set forth in the Preamble.

(119)“SpinCo Asset Transferee” shall mean any Business Entity that is or will be a member of the SpinCo Group to which SpinCo Assets shall be or have been transferred at or prior to the Effective Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

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(120)“SpinCo Assets” shall mean, without duplication:

(i)all interests in the capital stock of, or any other equity interests in, the members of the SpinCo Group held, directly or indirectly, by Parent immediately prior to the Distribution (other than SpinCo);

(ii)the Assets set forth on Schedule 1.1(120)(ii) (which for the avoidance of doubt is not a comprehensive listing of all SpinCo Assets and is not intended to limit other clauses of this definition of “SpinCo Assets”);

(iii)any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to or retained by any member of the SpinCo Group;

(iv)any and all Assets (other than Cash Equivalents, which shall be governed solely by Section 2.13, and Assets listed on Schedule 1.1(120)(iv)) reflected on the SpinCo Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for SpinCo or any member of the SpinCo Group subsequent to the date of the SpinCo Balance Sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on the SpinCo Balance Sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of the SpinCo Balance Sheet;

(v)all rights, title and interest in, and to and under the leases or subleases of the real property set forth on Schedule 1.1(120)(v) and other leases primarily related to SpinCo Business, including, to the extent provided for in the SpinCo leases, any land and land improvements, structures, buildings and building improvements, other improvements and appurtenances (the “SpinCo Leased Real Property”);

(vi)all Contracts primarily related to the SpinCo Business and any rights or claims arising thereunder, including any Contracts set forth on Schedule 1.1(120)(vi) (the “SpinCo Contracts”);

(vii)Intellectual Property exclusively related to the SpinCo Business, including the Intellectual Property applications and registrations set forth on Schedule 1.1(120)(vii) (the “SpinCo Intellectual Property”);

(viii)all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity and are held by a member of the SpinCo Group or relate primarily to, or to the extent transferable, are used primarily in the SpinCo Business (other than to the extent that any member of the Parent Group benefits from such licenses, permits, registrations, approvals and authorizations in connection with the Parent Retained Business);

(ix)all Information exclusively related to, or exclusively used in, the SpinCo Business;

(x)excluding any Intellectual Property (which is addressed in Section 1.1(120)(vii) above), the IT Assets that are primarily used or primarily held for use in the SpinCo Business, including the IT Assets listed on Schedule 1.1(120)(x);

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(xi)all office equipment and furnishings located at the physical site of which the ownership or a leasehold or sub leasehold interest is being transferred to or retained by a member of the SpinCo Group, and which as of the Effective Time is not subject to a lease or sublease back to a member of the Parent Group (excluding any office equipment and furnishings owned by persons other than Parent and its Subsidiaries);

(xii)subject to Article IX, any rights of any member of the SpinCo Group under any insurance policies held solely by one or more members of the SpinCo Group; and

(xiii)all other Assets (other than any Assets relating to the Intellectual Property, SpinCo Leased Real Property, or Assets that are of the type that would be listed in clauses (v) and (viii) through (xii)) that are held by the SpinCo Group or the Parent Group immediately prior to the Distribution and that are primarily used and primarily held for use in the SpinCo Business as conducted immediately prior to the Distribution (the intention of this clause (xiii) is only to rectify an inadvertent omission of transfer or assignment of any Asset that, had the Parties given specific consideration to such Asset as of the date of this Agreement, would have otherwise been classified as a SpinCo Asset based on the principles of this Section 1.1(120); provided that no Asset shall be a SpinCo Asset solely as a result of this clause (xiii) unless a written claim with respect thereto is made by SpinCo on or prior to the date that is eighteen (18) months after the Distribution).

Notwithstanding anything to the contrary herein, the SpinCo Assets shall not include (A) any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Parent Group (including all Parent Retained Assets), or (B) any Assets governed by the Tax Matters Agreement or (C) any Assets that are expressly listed on Schedule 1.1(120)(C).

(121)“SpinCo Balance Sheet” shall mean the pro forma balance sheet of the SpinCo Group, including the notes thereto, as of December 31, 2020, as included in the Information Statement.

(122)“SpinCo Borrower” means N-able International Holdings II, LLC, a Delaware limited liability company.

(123)“SpinCo Business” shall mean the businesses comprising of Parent’s managed service provider business conducted prior to the Effective Time by any member of the SpinCo Group and any other businesses or operations conducted primarily through the use of the SpinCo Assets, as such businesses are described in the Information Statement, or established by or for SpinCo or any of its Subsidiaries after the Effective Time and shall include any SpinCo Former Business; provided that, other than the SpinCo Former Businesses listed on Schedule 1.1(123), the SpinCo Business shall not include any Parent Former Business.

(124)“SpinCo Common Stock” shall mean the common stock of SpinCo, par value $0.001 per share.

(125)“SpinCo Credit Agreement” means the Credit Agreement, to be entered into on or prior to the Distribution, among N-able International Holdings I, LLC, a Delaware limited liability company, the SpinCo Borrower, the lenders from time to time party thereto and JPMorgan Chase

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Bank, N.A., as administrative agent, collateral agent and an issuing bank, as amended, amended and restated, supplemented or otherwise modified from time to time, including by any renewal, replacement or refinancing thereof, in whole or in part.

(126)“SpinCo Credit Group” means SpinCo Borrower and the SpinCo Restricted Subsidiaries.

(127)“SpinCo Disclosure” shall mean any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the Commission, including in connection with SpinCo’s obligations under the Securities Act and the Exchange Act, any other Governmental Entity, or holders of any securities of any member of the SpinCo Group, in each case, prior to, on, or after the Distribution Date by or on behalf of any member of the SpinCo Group.

(128)“SpinCo Environmental Liabilities” shall mean any and all Environmental Liabilities, whether arising before, on or after the Effective Time, to the extent relating to or resulting from or arising out of (i) the past, present or future operation, conduct or actions of the SpinCo Group, SpinCo Business or the past, present or future use of the SpinCo Assets or (ii) the SpinCo Former Business, including, any agreement, decree, judgment, or order relating to the foregoing entered into by Parent or any Affiliate of Parent prior to the Effective Time.

(129)“SpinCo Financing Arrangements” means the financing arrangements described on Schedule 1.1(129) and the SpinCo PIPE Issuance and SpinCo PIPE Offering.

(130)“SpinCo Financing Cash Distribution” means, in each case, the cash distribution (including the SpinCo PIPE Cash Distribution) made from SpinCo to Parent Borrower, and from Parent Borrower upstream to Parent in connection with the SpinCo Financing Arrangements as part of the Internal Distributions and as further described on Schedule 1.1(130).

(131)“SpinCo Former Businesses” means (i) any Former Business that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily managed by or associated with the SpinCo Business as then conducted and (ii) the Former Businesses set forth on Schedule 1.1(131), whether or not such Former Business would meet the standard set forth in sub-clause (i) of this definition.

(132)“SpinCo Group” shall mean SpinCo and each Person that is a direct or indirect Subsidiary of SpinCo as of immediately prior to the Distribution (but after giving effect to the Internal Reorganization), and each Person that becomes a Subsidiary of SpinCo after the Effective Time.

(133)“SpinCo Indemnitees” shall mean each member of the SpinCo Group and each of their respective Affiliates from and after the Effective Time and each member of the SpinCo Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents and each of the heirs, administrators, executors, successors and assigns of any of the foregoing.

(134)“SpinCo Liabilities” shall mean:

(i)any and all Liabilities to the extent relating to, arising out of or resulting from (a) the operation or conduct of the SpinCo Business, as conducted at any time prior to,

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at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the SpinCo Group); (b) the operation or conduct of any business conducted by any member of the SpinCo Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the SpinCo Group); or (c) any SpinCo Asset, whether arising before, on or after the Effective Time (including any Liability relating to, arising out of or resulting from SpinCo Contracts, Shared Contracts (to the extent such Liability relates to the SpinCo Business) and any real property and leasehold interests):

(i)the Liabilities set forth on Schedule 1.1(134)(ii) and any and all other Liabilities that are expressly provided by this Agreement or any of the Ancillary Agreements as Liabilities to be assumed by SpinCo or any other member of the SpinCo Group, and all agreements, obligations and Liabilities of SpinCo or any other member of the SpinCo Group under this Agreement or any of the Ancillary Agreements;

(ii)any and all Liabilities reflected on the SpinCo Balance Sheet (other than those in Schedule 1.1(134)(iii)) or the accounting records supporting such balance sheet and any Liabilities incurred by or for SpinCo or any member of the SpinCo Group subsequent to the date of the SpinCo Balance Sheet which, had they been so incurred on or before such date, would have been reflected on the SpinCo Balance Sheet if prepared on a consistent basis, subject to any discharge of any of such Liabilities subsequent to the date of the SpinCo Balance Sheet;

(iii)any and all Liabilities to the extent relating to, arising out of, or resulting from, whether prior to, at or after the Effective Time, any infringement, misappropriation or other violation of any Intellectual Property of any other Person related to the conduct of the SpinCo Business;

(iv)any and all SpinCo Environmental Liabilities;

(v)any and all Liabilities (including under applicable federal and state securities Laws or any Action brought by or on behalf of any holder of any securities of SpinCo (including the SpinCo Common Stock)) relating to, arising out of or resulting from (i) the Distribution Disclosure Documents, (ii) any SpinCo Disclosure, and (iii) the SpinCo PIPE Offering and the SpinCo PIPE Issuance, except, in each case, to the extent such Liabilities constitute a Parent Cyber Liability;

(vi)for the avoidance of doubt, and without limiting any other matters that may constitute SpinCo Liabilities, any Liabilities relating to, arising out of or resulting from any Action primarily related to the SpinCo Business, including such Actions listed on Schedule 1.1(134)(vii);

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(vii)all Liabilities relating to, arising out of or resulting from any Indebtedness of any member of the SpinCo Group or any Indebtedness secured exclusively by any of the SpinCo Assets;

(viii)all Liabilities relating to, arising out of or resulting from the SpinCo Financing Arrangements; and

(ix)any and all other Liabilities that are held by the SpinCo Group or the Parent Group immediately prior to the Distribution that were inadvertently omitted or assigned that, had the parties given specific consideration to such Liability as of the date of this Agreement, would have otherwise been classified as a SpinCo Liability based on the principles set forth in this Section 1.1(134); provided, that no Liability shall be a SpinCo Liability solely as a result of this clause (x) unless a claim with respect thereto is made by Parent on or prior to the date that is eighteen (18) months after the Distribution.

Notwithstanding the foregoing, the SpinCo Liabilities shall not include any Liabilities that are expressly (A) contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the Parent Group or (B) discharged pursuant to Section 2.2(c) of this Agreement. Any Liabilities of any member of the Parent Group not referenced in this Section 1.1(134) are Parent Retained Liabilities, and all Parent Retained Liabilities shall not be SpinCo Liabilities; provided, however, that Parent Retained Liabilities shall not include any Liabilities for Taxes that are governed by the Tax Matters Agreement.

(135)“SpinCo PIPE Common Stock” means the SpinCo Common Stock to be issued in connection with the SpinCo PIPE Issuance.

(136)“SpinCo PIPE Issuance” shall have the meaning as set forth in Section 2.14.

(137)“SpinCo PIPE Offering” shall have the meaning as set forth in Section 2.14.

(138)“SpinCo PIPE Offering Cap” means the number of shares of SpinCo Common Stock equal to nineteen and half percent (19.5%) of the aggregate outstanding number of shares of SpinCo Common Stock immediately after the SpinCo PIPE Issuance and the Contribution and after giving effect to the issuance all of the shares of SpinCo Common Stock to be distributed by Parent in the Distributions.

(139)“SpinCo Released Liabilities” shall have the meaning set forth in Section 6.1(a)(ii).

(140)“SpinCo Restricted Subsidiary” means any Restricted Subsidiary (as defined in the SpinCo Credit Agreement).

(141)“Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity.

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(142)“Target Cash Amount” shall have the meaning set forth in Section 2.13(a).

(143)“Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement.

(144)“Tax Contest” shall have the meaning as set forth in the Tax Matters Agreement.

(145)“Tax Matters Agreement” shall mean the Tax Matters Agreement by and between Parent and SpinCo, in the form attached hereto as Exhibit B.

(146)“Tax Returns” shall have the meaning set forth in the Tax Matters Agreement.

(147)“Taxing Authority” shall have the meaning set forth in the Tax Matters Agreement.

(148)“Third Internal Distribution” means the distribution by SolarWinds Intermediate Holdings II, Inc. to SolarWinds Corporation of (i) all of the shares of SpinCo Common Stock and (ii) the net proceeds of the SpinCo Financing Cash Distribution (less any amounts that are to be used to repay any existing Indebtedness of Solar Winds Holdings) received from SolarWinds Intermediate Holdings, I in the Second Internal Distribution.

(149)“Third Party Agreements” shall mean any agreements, arrangements, commitments or understandings between or among a Party (or any member of its Group) and any other Persons (other than either Party or any member of its respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute SpinCo Assets or SpinCo Liabilities, or Parent Retained Assets or Parent Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II)

(150)“Third Party Claim” shall have the meaning set forth in Section 6.4(b).

(151)“Third Party Proceeds” shall have the meaning set forth in Section 6.7(a).

(152)“Trademark Licensing Agreement” shall mean the Trademark Licensing Agreement by and between the Parties, in the form attached hereto as Exhibit F.

(153)“Transfer” shall have the meaning set forth in Section 2.2(b)(i); and the term Transferred shall have its correlative meaning.

(154)“Transition Services Agreement” shall mean the Transition Services Agreements by and between the Parties, which is attached hereto as Exhibit C.

Section 1.2.References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email.

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Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Parent” shall also be deemed to refer to the applicable member of the Parent Group, references to “SpinCo” shall also be deemed to refer to the applicable member of the SpinCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Parent or SpinCo shall be deemed to require Parent or SpinCo, as the case may be, to cause the applicable members of the Parent Group or the SpinCo Group, respectively, to take, or refrain from taking, any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

ARTICLE II

THE SEPARATION

Section 2.1General. Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Groups to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, a portion of which may have already been implemented prior to the date hereof, including the completion of the Internal Reorganization.

Section 2.2Restructuring: Transfer of Assets; Assumption of Liabilities.

(a)Internal Reorganization. Prior to the Contribution, except for Transfers contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, the Parties shall complete the Internal Reorganization, including by taking the actions referred to in Section 2.2(b) and 2.2(c) below.

(b)Transfer of Assets. Prior to the effective time of the First Internal Distribution (it being understood that some of such Transfers may occur following the First Internal Distribution or the Effective Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyancing and Assumption Instruments and in connection with the Contribution:

(i)Parent shall cause the applicable Asset Transferors to, transfer, contribute, assign and/or convey or cause to be transferred, contributed, assigned and/or conveyed (“Transfer”) to (A) the respective Parent Asset Transferees, all of the applicable Asset Transferors’ right, title and interest in and to the Parent Retained Assets and (B) SpinCo and/or the respective SpinCo Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in and to the SpinCo Assets, and the applicable Parent Asset Transferees and SpinCo Asset Transferees shall accept from Parent and the applicable members of the Parent Group, all of Parent’s and the other members of the Parent Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests.

(ii)Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to

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Section 2.6) shall be paid by the Parties as set forth in Section 10.5(b). Other than costs and expenses incurred in accordance with the foregoing, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

(c)Assumption of Liabilities. Except as contemplated pursuant to this Agreement or as otherwise specifically set forth in any Ancillary Agreement, in connection with the Internal Reorganization and the Contribution or, if applicable, from and after, the Effective Time (i) pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, Parent shall, or shall cause a member of the Parent Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Parent Retained Liabilities and (ii) pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, SpinCo shall, or shall cause a member of the SpinCo Group to, Assume all of the SpinCo Liabilities, in each case, regardless of (A) when or where such Liabilities arose or arise, (B) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (C) where or against whom such Liabilities are asserted or determined (D) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, as the case may be, or any of their past or present respective directors, officers, managers, partners, employees, agents, Subsidiaries or Affiliates, (E) which entity is named in any Action associated with any Liability.

(d)Consents. The Parties shall use their commercially reasonable efforts to obtain the Consents required to Transfer any Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement. Notwithstanding anything herein to the contrary, no Contract or other Asset shall be transferred if it would violate applicable Law or, in the case of any Contract, the rights of any third party to such Contract; provided that Section 2.6, to the extent provided therein, shall apply thereto.

(e)It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have heretofore occurred and, as a result, no additional Transfers or Assumptions by any member of the Parent Group or the SpinCo Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto. Moreover, to the extent that any Subsidiary of the Parent Group or the SpinCo Group, as applicable, is liable for any Parent Retained Liability or Assumed Liability, respectively, by operation of law immediately following any Transfer in accordance with this Agreement or any Conveyancing and Assumption Instruments, there shall be no need for any other member of the Parent Group or the SpinCo Group, as applicable, to Assume such Liability in connection with the operation of Section 2.2(c) and, accordingly, no other member of such Group shall Assume and such Liability in connection with Section 2.2(c).

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Section 2.3Treatment of Shared Contracts. Without limiting the generality of the obligations set forth in Section 2.2(a) and 2.2(b):

(a)Unless the Parties otherwise agree or the benefits of any Contract described in this Section 2.3 are expressly conveyed to the applicable Party pursuant to an Ancillary Agreement, any Contract (i) that is a Parent Retained Asset but a portion of which inures to the benefit of a member of the SpinCo Group or (ii) a SpinCo Contract but a portion of which materially inures to the benefit of a member of the Parent Group (each, a “Shared Contract”) shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the members of their respective Groups as of the Effective Time shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses; provided, however, that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled, subject to Section 2.2(d)), and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, cannot be amended or has not for any other reason been assigned or amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, (A) at the reasonable request of the Party (or the member of such Party’s Group) to which the benefit of such Shared Contract inures in part, the Party for which such Shared Contract is, as applicable, a Parent Retained Asset or SpinCo Asset shall, and shall cause each of its respective Subsidiaries to, for a period ending not later than six (6) months after the Distribution Date (unless the term of Shared Contract (excluding any extensions thereof) ends at a later date, in which case for a period ending on such date), take such other reasonable and permissible actions to cause such member of the SpinCo Group or the Parent Group, as the case may be, to receive the benefit of that portion of each Shared Contract that relates to the SpinCo Business or the Parent Retained Business, as the case may be (in each case, to the extent so related) as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.3 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.3; provided that the Party for which such Shared Contract is a Parent Retained Asset or a SpinCo Asset, as applicable, shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be, and (B) the Party to which the benefit of such Shared Contract inures in part shall use commercially reasonable efforts to enter into a separate contract pursuant to which it procures such rights and obligations as are necessary such that it no longer needs to avail itself of the arrangements provided pursuant to this Section 2.3(a); provided that, depending on whether such Shared Contract is a Parent Retained Asset or SpinCo Asset, then the applicable Parent Group Member or SpinCo Group Member for which such Shared Contract is not an Asset shall not be liable for any actions or omissions taken in accordance with clause (y) of this Section 2.3(a).

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(b)Each of Parent and SpinCo shall, and shall cause the members of its Group to, (A) treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, and/or Liabilities of, as applicable, such Party as of the Effective Time and (B) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or good faith resolution of a Tax Contest).

Section 2.4Intercompany Accounts, Loans and Agreements.

(a)Except as set forth in Section 6.1(b), all intercompany receivables and payables (other than (x) intercompany loans (which shall be governed by Section 2.4(c)) (y) receivables or payables otherwise specifically provided for on Schedule 2.4(a), and (z) payables created or required hereby or by any Ancillary Agreement or any Continuing Arrangements) and intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts or any cash held in any centralized cash management system between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Effective Time, shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation or if such terms and conditions are not set forth in writing, such obligation shall be satisfied within 30 days of a written request by the beneficiary of such obligation given to the corresponding obligor thereunder, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third party and shall no longer be an intercompany account.

(b)As between the Parties (and the members of their respective Group) all payments and reimbursements received after the Effective Time by one Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the Party entitled thereto the amount of such payment or reimbursement without right of set-off.

(c)Except as set forth on Schedule 2.4(c), each of Parent or any member of the Parent Group, on the one hand, and SpinCo or any member of the SpinCo Group, on the other hand, will settle with the other Party, as the case may be, all intercompany loans, including any promissory notes, owned or owed by the other Party on or prior to the First Internal Distribution, except as otherwise agreed to in good faith by the Parties in writing on or after the date hereof, it being understood and agreed by the Parties that all guarantees and Credit Support Instruments shall be governed by Section 2.10.

Section 2.5Limitation of Liability; Intercompany Contracts. No Party nor any Subsidiary thereof shall be liable to the other Party or any Subsidiary of the other Party based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and the other Party existing at or prior to the Effective Time (other than as set forth on

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Schedule 2.5, pursuant to this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 2.4 or Section 6.1(b) or pursuant to any other Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby) and each Party hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it and the other Party effective as of the Effective Time (other than as set forth on Schedule 2.5, this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 2.4 or Section 6.1(b) or pursuant to any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby), provided, however, that with respect to any Contract, arrangement, course of dealing or understanding between or among the Parties or any Subsidiaries thereof discovered after the Effective Time, the Parties agree that such Contract, arrangement, course of dealing or understanding shall nonetheless be deemed terminated as of the Effective Time with the only liability of the Parties in respect thereof to be the obligations incurred between the Parties pursuant to such Contract, arrangement, course of dealing or understanding between the Effective Time and the time of discovery or later termination of any such Contract, arrangement, course of dealing or understanding.

Section 2.6Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.

(a)To the extent that any Transfers or Assumptions contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall use commercially reasonable efforts to effect such Transfers or Assumptions as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II to the fullest extent permitted by applicable Law. In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the Effective Time (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. To the extent the foregoing applies to any Contracts (other than Shared Contracts, which shall be governed solely by Section 2.3) to be assigned for which any necessary Consents or Governmental Approvals are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance of doubt, be subject to Section 2.8 and Section 2.9, to the extent applicable. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability in order to place such

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Party, insofar as reasonably possible and to the extent permitted by applicable Law, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member or members of the Parent Group or the SpinCo Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, subject to Section 2.2(c) and Section 2.9(b), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

(b)If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.6(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any undue cost on any Party, be deemed to have become effective as of the Effective Time.

(c)The Party (or relevant member of its Group) retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.6(a) or otherwise shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability, other than reasonable and documented attorneys’ fees and recording or similar or other incidental fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Asset or Liability, as the case may be.

(d)After the Effective Time, each Party (or any member of its Group) may receive mail, packages, electronic mail and any other written communications properly belonging to another Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party is hereby authorized to receive and, if reasonably necessary to identify the proper recipient in accordance with this Section 2.6(d), open all mail, packages, electronic mail and any other written communications received by such Party that belongs to such other Party, and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages, electronic mail or any other written communications (or, in case the same also relates to the business of the

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receiving Party or another Party, copies thereof) to such other Party as provided for in Section 10.6 at the expense of the Receiving Party; it being understood that if a Party receives a telephone call that relates to the business of the other Party, then the receiving Party shall inform the person making such telephone call to contact the other Party. The provisions of this Section 2.6(d) are not intended to, and shall not, be deemed to constitute an authorization by any Party to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of any other Party for service of process purposes.

(e)With respect to Assets and Liabilities described in Section 2.6(d), each of Parent and SpinCo shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Party entitled to such Assets not later than the Effective Time and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law, Final Determination or good faith resolution of a Tax Contest).

Section 2.7Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

Section 2.8Further Assurances; Ancillary Agreements.

(a)In addition to and without limiting the actions specifically provided for elsewhere in this Agreement and subject to the limitations expressly set forth in this Agreement, including Section 2.6, each of the Parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and controlled Affiliates to use) commercially reasonable efforts, at and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

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(b)Without limiting the foregoing, at and after the Effective Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party (except as provided in Section 2.2(b)(ii) and 2.6(c)) from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of the other Party (except as provided in Section 2.2(b)(ii) and 2.6(c)), take such other actions as may be reasonably necessary to vest in such other Party such title and such rights as possessed by the transferring Party to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest.

(c)Without limiting the foregoing, in the event that any Party (or member of such Party’s Group) receives any Assets (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) or is liable for any Liability that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or the Ancillary Agreements, such Party agrees to promptly Transfer, or cause to be Transferred such Asset or Liability to the other Party so entitled thereto (or member of such other Party’s Group as designated by such other Party) at such other Party’s expense. Prior to any such Transfer, such Asset or Liability, as the case may be, shall be held in accordance with the provisions of Section 2.6.

(d)At or prior to the Effective Time, each of Parent and SpinCo shall enter into, and/or (where applicable) shall cause a member or members of their respective Group to enter into, the Ancillary Agreements and any other Contracts in respect of the Distributions reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

(e)On or prior to the Distribution Date, Parent and SpinCo in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Parent or Subsidiary of SpinCo, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(f)Notwithstanding anything herein or in any Ancillary Agreement to the contrary, any payment required to be made hereunder or pursuant to any Ancillary Agreement by SpinCo, the SpinCo Group or any entity in the SpinCo Group, as applicable, to Parent, the Parent Group or any entity in the Parent Group, as applicable, shall (1) to the extent not otherwise an obligation of any entity in the SpinCo Credit Group, be deemed to be an obligation of SpinCo Borrower (unless otherwise elected by SpinCo Borrower, to the extent in its reasonable determination such obligation is of the type that would customarily

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not be an obligation of any entity in the SpinCo Credit Group) and (2) be permitted to be made by SpinCo Borrower or any SpinCo Restricted Subsidiary to Parent or any Parent Restricted Subsidiary designated by Parent, and to the extent actually made by SpinCo Borrower or any SpinCo Restricted Subsidiary to Parent Borrower or any such Parent Restricted Subsidiary, shall be deemed to satisfy the applicable obligation hereunder or pursuant to any Ancillary Agreement. The provisions of this Section 2.8(f) shall cease to apply upon the date that the SpinCo Credit Agreement ceases to contain any covenants or other provisions limiting or otherwise restricting (i) the payment of dividends or distributions and (ii) the entering into of any transactions with any affiliates of the SpinCo Credit Group.

(g)Notwithstanding anything herein or in any Ancillary Agreement to the contrary, any payment required to be made hereunder or pursuant to any Ancillary Agreement by Parent, the Parent Group or any entity in the Parent Group, as applicable, to Spinco, the Spinco Group or any entity in the Spinco Group, as applicable, shall (1) to the extent not otherwise an obligation of any entity in the Parent Credit Group, be deemed to be an obligation of Parent Borrower (unless otherwise elected by Parent Borrower, to the extent in its reasonable determination such obligation is of the type that would customarily not be an obligation of any entity in the Parent Credit Group) and (2) be permitted to be made by Parent Borrower or any Parent Restricted Subsidiary to SpinCo Borrower or any SpinCo Restricted Subsidiary designated by SpinCo, and to the extent actually made by Parent Borrower or any Parent Restricted Subsidiary to SpinCo Borrower or any such SpinCo Restricted Subsidiary, shall be deemed to satisfy the applicable obligation hereunder or pursuant to any Ancillary Agreement. The provisions of this Section 2.8(g) shall cease to apply upon the date that the Parent Credit Agreement ceases to contain any covenants or other provisions limiting or otherwise restricting (i) the payment of dividends or distributions and (ii) the entering into of any transactions with any affiliates of the Parent Credit Group.

Section 2.9Novation of Liabilities; Indemnification.

(a)Each Party, at the request of any member of the other Party’s Group (such other Party, the “Other Party”), shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.3) and Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.10), but solely to the extent that the Parties are jointly or each severally liable with regard to any such Contracts or Liabilities and such Contracts or Liabilities have been, in whole, but not in part, allocated to the first Party, or, if permitted by applicable Law, to obtain in writing the unconditional release of the applicable Other Party so that, in any such case, the members of the applicable Group shall be solely responsible for such Contracts or Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, Governmental Approval, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party). In addition, with respect to any Action where any Party hereto is a defendant, when and if requested by such Party, the Other Party will use

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commercially reasonable efforts to petition the applicable court to remove the requesting Party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the Other Party (or any member of such requesting Party’s Group) has been allocated pursuant to this Article II, and the Other Party will cooperate and assist in any required communication with any plaintiff or other related third party.

(b)If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendment referenced in Section 2.9(a), the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time. For the avoidance of doubt, in furtherance of the foregoing, the Liable Party or a member of such Liable Party’s Group, as agent or subcontractor of the Other Party or a member of such Other Party’s Group, to the extent reasonably necessary to pay, perform and discharge fully any Liabilities, or retain the benefits (including pursuant to Section 2.6) associated with such Contract or license, is hereby granted the right to, among other things, (i) prepare, execute and submit invoices under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (ii) send correspondence relating to matters under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (iii) file Actions in the name of the Other Party (or the applicable member of such Other Party’s Group) in connection with such Contract or license and (iv) otherwise exercise all rights in respect of such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group); provided that (y) such actions shall be taken in the name of the Other Party (or the applicable member of such Other Party’s Group) only to the extent reasonably necessary or advisable in connection with the foregoing and (z) to the extent that there shall be a conflict between the provisions of this Section 2.9(b) and the provisions of any more specific written arrangement between a member of such Liable Party’s Group and a member of such Other Party’s Group, such more specific arrangement shall control. The Liable Party shall indemnify each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the Other Party with respect to any matter to the extent that such Liabilities arise from such Other Party’s willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence in connection therewith, in which case such Other Party shall be responsible for such Liabilities. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other

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Party shall, to the fullest extent permitted by applicable Law, promptly Transfer or cause the Transfer of all rights, obligations and other Liabilities thereunder of such Other Party or any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities to the fullest extent permitted by applicable Law. Each of the applicable Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 2.9.

Section 2.10Guarantees; Credit Support Instruments.

(a)Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, (i) Parent shall (with the reasonable cooperation of the applicable member of the SpinCo Group) use its commercially reasonable efforts to have each member of the SpinCo Group removed as guarantor of or obligor for any Parent Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Parent Retained Liabilities and (ii) SpinCo shall (with the reasonable cooperation of the applicable member of the Parent Group) use commercially reasonable efforts to have each member of the Parent Group removed as guarantor of or obligor for any SpinCo Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to SpinCo Liabilities.

(b)At or prior to the Effective Time, to the extent required to obtain a release from a guaranty:

(i)of any member of the Parent Group, SpinCo shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which SpinCo would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and

(ii)of any member of the SpinCo Group, Parent shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Parent would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(c)If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) Parent, to the extent a member of the Parent Group has assumed the underlying Liability with respect to such guaranty or SpinCo, to the extent a member of the SpinCo Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its

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Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) SpinCo shall reimburse the applicable member of the Parent Group for all out of pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Parent and SpinCo, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party.

(d)Parent and SpinCo shall cooperate and SpinCo shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Parent or other members of the Parent Group on behalf of or in favor of any member of the SpinCo Group or the SpinCo Business (the “Parent CSIs”) as promptly as practicable with Credit Support Instruments from SpinCo or a member of the SpinCo Group as of the Effective Time. With respect to any Parent CSIs that remain outstanding after the Effective Time, (i) SpinCo shall, and shall cause the members of the SpinCo Group to, jointly and severally indemnify and hold harmless the Parent Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Parent CSIs in accordance with the terms thereof, (ii) SpinCo shall reimburse the applicable member of the Parent Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of Parent, SpinCo shall not, and shall not permit any member of the SpinCo Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Parent or any member of the Parent Group has issued any Credit Support Instruments which remain outstanding. Neither Parent nor any member of the Parent Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the SpinCo Group or the SpinCo Business after the expiration of any such Credit Support Instrument.

Section 2.11Disclaimer of Representations and Warranties.

(a)EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS

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OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

(b)Each of Parent (on behalf of itself and each member of the Parent Group) and SpinCo (on behalf of itself and each member of the SpinCo Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.11(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Parent or any member of the Parent Group, on the one hand, and SpinCo or any member of the SpinCo Group, on the other hand, are jointly or severally liable for any Parent Liability or any SpinCo Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

(c)Parent hereby waives compliance by itself and each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to Parent or any member of the Parent Group.

(d)SpinCo hereby waives compliance by itself and each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to SpinCo or any member of the SpinCo Group.

Section 2.12SpinCo Financing Arrangements. Prior to the Effective Time, SpinCo shall enter into the SpinCo Financing Arrangements, on such terms and conditions as agreed by Parent in its

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sole discretion (including the amount that shall be borrowed pursuant to the SpinCo Financing Arrangements and the terms and interest rates for such borrowings) and the SpinCo Financing Arrangements shall have been consummated in accordance therewith. Parent and SpinCo shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to the SpinCo Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the SpinCo Financing Arrangements. The Parties agree that SpinCo, and not Parent, shall be ultimately responsible for all costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Parent Group or the SpinCo Group associated with the SpinCo Financing Arrangements. It is the intent of the Parties that the SpinCo Financing Cash Distribution is made in connection with the separation and Internal Reorganization, including the transfer of the SpinCo Assets to Parent in the Internal Reorganization whenever made.

Section 2.13Cash Management; Cash Adjustment.

(a)From the date of this Agreement until the Effective Time, Parent and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all cash and cash equivalents generated by the SpinCo Business and the SpinCo Assets in accordance with the ordinary course operation of Parent’s cash management systems. Notwithstanding the foregoing, it is the intention of Parent and SpinCo that, at the Effective Time, SpinCo shall have a minimum Cash Equivalents balance, as would be reflected on the unaudited consolidated balance sheet of the SpinCo Group as of the close of business on the Distribution Date, of $50,000,000 (the “Target Cash Amount”). Subject to any adjustment in accordance with this Section 2.13, and except for any cash constituting the SpinCo Financing Cash Distribution (which shall be a Parent Retained Asset), all cash held by any member of the SpinCo Group as of the Distribution shall be a SpinCo Asset and all cash held by any member of the Parent Group as of the Distribution shall be a Parent Retained Asset.

(b)Cash Adjustment.

(i)No later than sixty (60) days after the Distribution Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to SpinCo a statement reflecting the amount of Cash Equivalents on the unaudited consolidated balance sheet of the SpinCo Group as of the close of business on the Distribution Date (giving effect to the Distribution and reflecting the terms and conditions of Article II of this Agreement, including the SpinCo Financing Cash Distribution) (the “Distribution Date Cash Amount”), including supporting account information (the “Distribution Cash Amount Statement”). The Distribution Cash Amount Statement shall be calculated in U.S. dollars and consistently with the historical practices used in calculating cash in Parent.

(ii)Subject to the terms set forth in Section 7.6, in connection with the preparation of the Distribution Cash Amount Statement, Parent shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of the SpinCo Group that Parent or its representatives reasonably request, and SpinCo shall, and shall cause the members of the SpinCo Group and their

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respective representatives and employees to, cooperate with Parent and its representatives in connection therewith.

(iii)SpinCo shall have thirty (30) days following receipt of the Distribution Cash Amount Statement to review such statement and to notify Parent, in writing, if SpinCo disputes any of the amounts set forth on the Distribution Cash Amount Statement (the “Distribution Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail.

(iv)Subject to the terms set forth in Section 7.6, in connection with SpinCo’s review of the Distribution Cash Amount Statement, SpinCo and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Parent or its representatives in connection with its preparation of the Distribution Cash Amount Statement and to finance personnel of Parent and any other information that SpinCo or its representatives reasonably requests, and Parent shall cooperate with SpinCo and its representatives in connection therewith.

(v)In the event that SpinCo shall deliver a Distribution Cash Amount Dispute Notice to Parent, SpinCo and Parent shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Distribution Date Cash Amount shall be made in accordance with the written agreement of SpinCo and Parent. Subject to the terms set forth in Section 7.6, in connection with Parent’s review of the Distribution Cash Amount Dispute Notice, Parent and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by SpinCo or its representatives in connection with SpinCo’s preparation of the Distribution Cash Amount Dispute Notice and to finance personnel of SpinCo and any other information that Parent or its representatives reasonably requests, and SpinCo shall cooperate with Parent and its representatives in connection therewith. If SpinCo and Parent are unable to resolve any such dispute within fifteen (15) Business Days (or such longer period as SpinCo and Parent shall mutually agree in writing) of SpinCo’s delivery of such Distribution Cash Amount Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard to the matters referenced in the Distribution Cash Amount Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.13 shall be shared equally by Parent and SpinCo. With respect to matters referenced in the Distribution Cash Amount Dispute Notice, the Independent Accounting Firm’s determination, if not in accordance with the position of either SpinCo or Parent, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by SpinCo or Parent in the Distribution Cash Amount Dispute Notice, as applicable. The Independent Accounting Firm shall be instructed to complete the performance of its services as promptly as practicable, but in any event, no later than thirty (30) days after submission of such dispute to the Independent Accounting Firm. The Distribution

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Date Cash Amount, (i) if no Distribution Cash Amount Dispute Notice has been timely delivered by SpinCo in accordance with Section 2.13(b)(iii), as originally submitted by Parent, or (ii) if a Distribution Cash Amount Dispute Notice has been timely delivered by SpinCo, the Distribution Date Cash Amount as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.13(b), shall be deemed to be the “Final Cash Amount.”

(vi)(A) if the Final Cash Amount exceeds the Target Cash Amount, the amount of such excess, plus any interest accrued in accordance with Section 2.13(c), shall be paid by SpinCo to Parent Borrower in accordance with Section 2.13(b)(vi) or (B) if the Target Cash Amount exceeds the Final Cash Amount, the amount of such excess, plus any interest accrued in accordance with Section 2.13(c), shall be paid by Parent Borrower to SpinCo in accordance with Section 2.13(b)(vi) (the amount of such increases or decreases, as the case may be, the “Cash Adjustment”).

(vii)If payment is required to be made by SpinCo in accordance with Section 2.13(b)(vi)(A), SpinCo shall, within five (5) Business Days after the determination of the Final Cash Amount pursuant to this Section 2.13, make payment to Parent Borrower by wire transfer in immediately available funds of the amount payable by SpinCo in an amount equal to the Cash Adjustment. If payment is required to be made by Parent Borrower in accordance with Section 2.13(b)(vi)(B), within five (5) Business Days after the determination of the Final Cash Amount pursuant to this Section 2.13, Parent shall cause Parent Borrower to make payment to SpinCo by wire transfer in immediately available funds of the amount payable by Parent Borrower in an amount equal to the Cash Adjustment.

(c)Any payments made by SpinCo or Parent Borrower with respect to the Cash Adjustment shall accrue interest from the Distribution Date to the date of payment at a rate equal to the Prime Rate. Such interest shall be calculated based on a year of 365 days and the number of days elapsed since the Distribution Date. Any payment made in accordance with this Section 2.13 shall be treated in accordance with the terms of Section 10.21.

Section 2.14SpinCo PIPE Offering. Prior to the First Internal Distribution, with the prior written consent of Parent (which consent may be granted or denied in its sole discretion), SpinCo may enter into agreements with one or more third parties pursuant to which, in a private offering exempt from registration under the Securities Act, SpinCo will agree to issue and sell SpinCo Common Stock to such Third Parties for cash prior to the First Internal Distribution (the “SpinCo PIPE Offering” and the issuance of any shares of SpinCo Common Stock at the closing of such offering, the “SpinCo PIPE Issuance”); provided, however, that the number of shares of SpinCo Common Stock to be sold and issued in the SpinCo PIPE Offering shall not exceed the SpinCo PIPE Offering Cap. SpinCo shall pay to Parent Borrower all the net cash proceeds from the SpinCo PIPE Offering following (and in partial exchange for) the Contribution, and Parent Borrower shall distribute to

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SolarWinds Intermediate Holdings I, Inc. such cash proceeds as part of or simultaneous with the First Internal Distribution (the “SpinCo PIPE Cash Distribution”).

ARTICLE III

CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS

Section 3.1Organizational Documents. At or prior to the Effective Time, all necessary actions shall be taken to adopt the form of amended and restated certificate of incorporation and bylaws filed by SpinCo with the Commission as exhibits to the Form 10, to be effective as of the Effective Time.

Section 3.2Directors. At or prior to the Effective Time, Parent shall take all necessary action to cause the board of directors of SpinCo to include, at the Effective Time, the individuals identified in the Information Statement as director nominees of SpinCo.

Section 3.3Officers. At or prior to the Effective Time, Parent shall take all necessary action to cause the individuals identified as such in the Information Statement to be officers of SpinCo as of the Effective Time.

Section 3.4Resignations and Removals.

(a)On or prior to the Distribution Date or as soon thereafter as practicable, (i) Parent shall cause all its employees and any employees of its Subsidiaries (excluding any employees of any member of the SpinCo Group) to resign or be removed, effective as of the Effective Time, from all positions as officers or directors of any member of the SpinCo Group in which they serve, and (ii) SpinCo shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the Parent Group in which they serve.

(b)No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.

Section 3.5Ancillary Agreements. At or prior to the Effective Time, Parent and SpinCo shall enter into, and/or (where applicable) shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements.

ARTICLE IV

THE DISTRIBUTION

Section 4.1Distribution. On or prior to the Effective Time, in connection with the First Internal Distribution, and in furtherance of the Distribution, SpinCo shall issue to Parent Borrower such number of shares of SpinCo Common Stock (or Parent, Parent Borrower and SpinCo shall take or cause to be taken such other appropriate actions to ensure that Parent Borrower, prior to the First Internal Distribution, and Parent, after the Third Internal Distribution, has the requisite number of shares of SpinCo Common Stock) as may be requested by Parent after consultation with SpinCo in order to effect the Distribution, which shares as of the date of issuance shall represent (together

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with such shares previously held by Parent Borrower) all of the issued and outstanding shares of SpinCo Common Stock (other than any SpinCo PIPE Common Stock issued in the SpinCo PIPE Issuance). Subject to the conditions and other terms set forth in this Article IV, on the Distribution Date, Parent shall cause the Distribution Agent to make the Distribution, effective as of the Effective Time, of all SpinCo Common Stock held by Parent after the Internal Distributions, including by crediting the appropriate number of shares of SpinCo Common Stock to book-entry accounts for each Record Holder or designated transferee or transferees of such Record Holder. For Record Holders who own Parent Common Stock through a broker or other nominee, their shares of SpinCo Common Stock will be credited to their respective accounts by such broker or nominee. No action by any Record Holder (or such Record Holder’s designated transferee or transferees) shall be necessary to receive the applicable number of shares of SpinCo Common Stock (and, if applicable, cash in lieu of any fractional shares) such stockholder is entitled to in the Distribution.

Section 4.2Fractional Shares. Record Holders who, after aggregating the number of shares of SpinCo Common Stock (or fractions thereof) to which such stockholder would be entitled on the Record Date, would be entitled to receive a fraction of a share of SpinCo Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of SpinCo Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of SpinCo Common Stock allocable to each Record Holder, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, after making appropriate deductions for any amount required to be withheld for U.S. federal income tax purposes, any applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares of SpinCo Common Stock shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of Parent, SpinCo or the applicable Distribution Agent will guarantee any minimum sale price for the fractional shares of SpinCo Common Stock. Neither Parent nor SpinCo will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of Parent or SpinCo.

Section 4.3Actions in Connection with the Distribution.

(a)Prior to the Distribution Date, SpinCo shall file such amendments and supplements to its Form 10 as Parent may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Parent shall, or at Parent’s election, SpinCo shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Parent Common Stock, at such time on or prior to the Distribution Date as Parent shall determine, the Information Statement included in its Form 10 (or a Notice

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of Internet Availability of the Information Statement), as well as any other information concerning SpinCo, its business, operations and management, the transaction contemplated herein and such other matters as Parent shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from Parent, SpinCo shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Parent reasonably determines is necessary or desirable to effectuate the Distribution, and Parent and SpinCo shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

(b)SpinCo shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of SpinCo.

(c)To the extent not already approved and effective, SpinCo shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the SpinCo Common Stock to be distributed in the Distribution, subject to official notice of distribution.

(d)To the extent not already completed, SpinCo shall use its commercially reasonable efforts to take all actions to effectuate the transactions contemplated by the SpinCo Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing.

(e)Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of SpinCo’s Form 10 or Information Statement to Parent.

Section 4.4Sole Discretion of Parent. Parent, in its sole and absolute discretion, shall determine the Distribution Date, the Effective Time and all other terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Parent may, in accordance with Section 10.10, at any time and from time to time until the completion of the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Without limiting the foregoing, Parent shall have the right not to complete the Distribution if, at any time prior to the Effective Time, the Board shall have determined, in its sole discretion, that the Distribution is not in the best interests of Parent or its stockholders, that a sale or other alternative is in the best interests of Parent or its stockholders or that it is not advisable at that time for the SpinCo Business to separate from Parent.

Section 4.5Conditions to Distribution. Subject to Section 4.4, the obligation of Parent to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Parent, in its sole and absolute discretion, of the following conditions. None of SpinCo, any other member of the SpinCo Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board. Any determination made by Parent prior to the Distribution

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concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:

(a)the Commission shall have declared effective the Form 10, of which the information statement forms a part, and no stop order relating to the registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the information statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of Parent Common Stock;

(b)the SpinCo Common Stock shall have been approved and accepted for listing by the NYSE, subject to official notice of issuance;

(c)the receipt of the opinions of Ernst & Young LLP and DLA Piper LLP (US), in form and substance acceptable to Parent, substantially to the effect that the Contribution and the First Internal Distribution, taken together, should, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a reorganization under Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies, and each subsequent Internal Distribution and the Distribution should, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies;

(d)all permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received;

(e)no order, injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution;

(f)the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Parent in its sole discretion shall have determined need not be completed or may be completed after the Effective Time;

(g)the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn);

(h)Parent shall have elected the board of directors of SpinCo, as described in the Form 10, immediately prior to the Distribution;

(i)SpinCo shall have entered into all Ancillary Agreements in connection with the Distribution prior to or concurrent with the Distribution;

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(j)the SpinCo Financing Arrangements shall have been executed and delivered, and the proceeds thereof shall have been received by SpinCo and distributed to Parent; and

(k)no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution and related transactions not being in the best interest of Parent or its stockholders.

ARTICLE V

CERTAIN COVENANTS

Section 5.1Cooperation. From and after the Effective Time, and subject to the terms of and limitations contained in this Agreement and the Ancillary Agreements, each Party shall, and shall cause each member of its Group and its and their respective employees to, (i) provide reasonable cooperation and assistance to the other Party (and any member of its respective Group) in connection with the completion of the transactions contemplated herein and in each Ancillary Agreement, (ii) reasonably assist the other Party in the orderly and efficient transition in becoming an independent company to the extent set forth in the Transition Services Agreement or as otherwise set forth herein (including, but not limited to, complying with Article VI, VII, and IX) and (iii) reasonably assist the other Party to the extent such Party is providing or has provided services, as applicable, pursuant to the Transition Services Agreement in connection with requests for information from, audits or other examinations of, such other Party by a Governmental Entity; in each case, except as otherwise set forth in this Agreement or may otherwise be agreed to by the Parties in writing, at no additional cost to the Party requesting such assistance other than for the actual documented out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable.

Section 5.2Retained Names.

(a)No later than twenty (20) days following the Distribution Date, SpinCo shall, and shall cause the members of the SpinCo Group, to change their names and cause their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Parent Retained Names. Following the Distribution Date, SpinCo shall, and shall cause the members of the SpinCo Group, to (i) immediately cease to hold themselves out as having any ownership affiliation with Parent or any members of the Parent Group (provided that this obligation shall not apply to inventory of printed materials of the SpinCo Group existing as of the Distribution Date), and (ii) except as set forth in any Ancillary Agreement, as soon as practicable, but in no event later than sixty (60) days following the Distribution Date, cease to make any use of any Parent Retained Names. In furtherance thereof, and except as set forth in any Ancillary Agreement, as soon as practicable but in no event later than six (6) months following the Distribution Date, SpinCo shall, and shall cause the members of the SpinCo Group, to remove, strike over, or otherwise obliterate all Parent Retained Names from all assets and other materials owned by or in the possession of any member of the SpinCo Group, including any vehicles, business cards, schedules, stationery, packaging materials,

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displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that SpinCo shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Parent on the “www.SpinCo.com” website informing its customers that as of the Effective Time and thereafter SpinCo, and not Parent, is responsible for the operation of the SpinCo Business, including such website and any applicable services. Any use by the members of the SpinCo Group of any of the Parent Retained Names as permitted in this Section 5.2(a) is subject to their use of the Parent Retained Names in a form and manner, and with standards of quality, of that in effect for the Parent Retained Names as of the Distribution Date. SpinCo and the members of the SpinCo Group shall not use the Parent Retained Names in a manner that may reflect negatively on such name and marks or on Parent or any member of the Parent Group. Upon expiration or termination of the rights granted to the SpinCo Group pursuant to this Section or any Ancillary Agreement, SpinCo hereby assigns, and shall cause the other members of the SpinCo Group to assign, to Parent their rights (if any) to any Trademarks forming a part of or associated with the Parent Retained Names. Except as set forth in any Ancillary Agreement, Parent shall have the right to terminate the foregoing license, effective immediately, if any member of the SpinCo Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Parent in relation to use of the Parent Retained Names. SpinCo shall indemnify, defend and hold harmless Parent and the members of the Parent Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the SpinCo Group of the Parent Retained Names pursuant to this Section 5.2(a).

(b)Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Parent and the members of the Parent Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 5.2.

Section 5.3No Restriction on Competition. It is the explicit intent of each of the Parties hereto that the provisions of this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by the Parties hereto. Accordingly, each of the Parties hereto acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of any party hereto to engage in any business or other activity which competes with the business of any other Party hereto or (ii) the ability of any party to engage in any specific line of business or engage in any business activity in any specific geographic area.

Section 5.4No Hire and No Solicitation of Employees. For and during the twelve (12) month period following the Distribution, none of Parent, SpinCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. For and during the twelve (12) month period following the Distribution,

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none of Parent, SpinCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment; provided, however, that nothing in this Section 5.4 shall restrict or preclude Parent, SpinCo or any member of their respective Groups from soliciting or hiring (i) any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group without cause; or (iii) any employee whose employment has been terminated by such employee after one hundred twenty (120) days from the date of termination of such employee’s employment.

ARTICLE VI

INDEMNIFICATION

Section 6.1Release of Pre-Distribution Claims.

(a)Except (i) as provided in Section 6.1(b), (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to this Article VI:

(i)Parent, for itself and each member of the Parent Group and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, managers, partners, officers, agents or employees of any member of the Parent Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge SpinCo and the other members of the SpinCo Group, its Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, managers, partners, agents or employees of any member of the SpinCo Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Parent Retained Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the Internal Reorganization and the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Parent Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the SpinCo Groups in respect of any Parent Released Liabilities. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit any member of the Parent Group from commencing any Actions against any

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SpinCo officer, director, agent or employee, or their respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to, intentional misconduct by any such officer, director, agent or employee.

(ii)SpinCo, for itself and each member of the SpinCo Group and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, managers, partners, officers agents or employees of any member of the SpinCo Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge (A) Parent and the other members of the Parent Group and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, managers, partners, agents or employees of any member of the Parent Group (in their respective capacities as such), and (B) all Persons who at any time prior to the Effective Time were stockholders, directors, officers, managers, partners, agents or employees of any member of the SpinCo Group (in their respective capacities as such) and who are not, as of immediately following the Effective Time, stockholders, directors, officers, managers, partners, agents or employees of any member of the SpinCo Group, in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all SpinCo Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the Internal Reorganization and the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “SpinCo Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Parent Group in respect of any SpinCo Released Liabilities. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit any member of the SpinCo Group from commencing any Actions against any Parent director, officer, agent or employee, or their respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to intentional misconduct by any such director, officer, agent or employee.

(b)Nothing contained in this Agreement, including Section 6.1(a), Section 2.4(a), or Section 2.5, shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, as well as their respective heirs, executors, administrators, successors and assigns, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 6.1(a) shall release any person from:

(i)any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or as contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement

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including (A) with respect to Parent, any Parent Retained Liability and (B) with respect to SpinCo, any SpinCo Liability;

(ii)any Liability provided for in or resulting from any other Contract or understanding that is entered into after the Effective Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and any other Party or Parties (and/or a member of such Party’s or Parties’ Group), on the other hand;

(iii)any Liability with respect to any Continuing Arrangements;

(iv)any Liability that the Parties may have with respect to indemnification pursuant to this Agreement or otherwise for Actions brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Agreement and, in particular, this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements;

(v)any Liability provided in or resulting from any agreement between any Person, who after the Effective Time, is an employee of the SpinCo Group, on the one hand, and on the other hand, and any member of the Parent Group, on the other hand, including any Liability resulting from any obligation of any such Person in respect of confidentiality, non-competition, non-disparagement or assignment of rights;

(vi)any Liability provided in or resulting from any agreement between any Person, who after the Effective Time, is an employee of the Parent Group, on the one hand, and on the other hand, and any member of the SpinCo Group, on the other hand, including any Liability resulting from any obligation of any such Person in respect of confidentiality, non-competition, non-disparagement or assignment of rights; and

(vii)any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such Liability.

In addition, nothing contained in Section 6.1(a) shall release Parent from indemnifying any director, officer, manager, partner or employee of the SpinCo Group who was a director, officer, manager, partner or employee of Parent or any of its Subsidiaries prior to the Distribution Date, as the case may be, to the extent such director, officer, manager, partner or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a SpinCo Liability, SpinCo shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer, manager, partner or employee) in accordance with the provisions set forth in this Article VI.

(c)Each Party shall not, and shall not permit any member of its Group to, make any claim for offset, or commence any Action, including any claim of contribution or any indemnification, against any other Party or any member of any other Party’s Group, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a).

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(d)If any Person associated with a Party (including any director, officer or employee of a Party) initiates any Action with respect to claims released by this Section 6.1, the Party with which such Person is associated shall be responsible for the fees and expenses of counsel of the other Party (and/or the members of such Party’s Group, as applicable) and such other Party shall be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions set forth in this Article VI.

(e)The Parties expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Parties are deemed expressly to understand provisions and principles of law such as Section 1542 of the Civil Code of the State of California (“Section 1542”) (as well as any and all provisions, rights and benefits conferred by any Law (including any principle of common law), which is similar or comparable to Section 1542), which provides: GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Parties are hereby deemed to agree that the provisions of Section 1542 and all similar Laws, rights, or legal principles of California or any other jurisdiction that may be applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 6.1(a)(i) and Section 6.1(a)(ii).

Section 6.2Indemnification by Parent. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Parent shall indemnify, defend and hold harmless the SpinCo Indemnitees from and against any and all Indemnifiable Losses of the SpinCo Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Parent Retained Liabilities, including the failure of any member of the Parent Group or any other Person to pay, perform or otherwise discharge any Parent Retained Liability in accordance with its respective terms, whether arising prior to, on or after the Effective Time, (b) any Parent Retained Asset or Parent Retained Business, whether arising prior to, on or after the Effective Time, or (c) any breach by Parent of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Section 6.3Indemnification by SpinCo. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, SpinCo shall and shall cause the other members of the SpinCo Group to indemnify, defend and hold harmless the Parent Indemnitees from and against any and all Indemnifiable Losses of the Parent Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the SpinCo Liabilities, including the failure of any member of the SpinCo Group or any other Person to pay, perform or otherwise discharge any SpinCo Liability in accordance with its respective terms, whether prior to, on or after the Effective Time, (b) any SpinCo Asset or SpinCo Business, whether arising prior to, on or after the Effective Time, or (c) any breach by SpinCo of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides

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for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Section 6.4Procedures for Indemnification.

(a)Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Parent Indemnitee and SpinCo Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of forty-five (45) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

(b)Third Party Claims. If a claim or demand is made against an Indemnitee by any Person who is not a member of the Parent Group or the SpinCo Group (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (which notice obligation may be satisfied by providing copies of all notices and documents received by the Indemnitee relating to the Third Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within the earlier of (x) forty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 6.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(134)(vii).

(c)Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall be addressed as set forth therein or (ii) indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) (the defense of which shall be controlled by the beneficiary Party), the Indemnifying Party shall be entitled, if it so chooses, to assume the

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defense thereof, and if it does not assume the defense of such Third Party Claim, to participate in the defense of any Third Party Claim in accordance with the terms of Section 6.5 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnitee, within thirty (30) days of the receipt of an indemnification notice from such Indemnitee; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) seeks injunctive, equitable or other relief other than monetary damages (provided that such Indemnitee shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such claims from any related claim from any monetary damages if this clause (z) is the solely reason that such Third Party Claim is a Non-Assumable Third Party Claim), (y) is an Action by a Governmental Entity, or (z) involves an allegation of a criminal violation (any of clauses (x), (y) and (z), a “Non-Assumable Third Party Claim”); provided, further, that any Third Party Claim relating to, or arising from, the Cyber Incident and constituting a Parent Retained Liability shall be controlled by Parent and shall not be deemed a “Non-Assumable Third Party Claim”. In connection with the Indemnifying Party’s defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter. In the event the Indemnifying Party exercises the right to assume and control the defense of a Third Party, (1) the Indemnifying Party shall keep the Indemnitees(s) apprised of all material developments in such defense, (2) the Indemnifying Party shall not withdraw from the defense of such Third Party Claim without providing advance notice to the Indemnitee(s) reasonably sufficient to allow the Indemnitee(s) to prepare to assume the defense of such Third Party Claim, and (3) the Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently, including the posting of bonds or other security in connection with the defense of such Third Party Claims.

(d)Other than in the case of a Non-Assumable Third Party Claim, if an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the period specified in this Section 6.4 or if the Indemnifying Party fails to actively and diligently defend the Third Party Claim, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense of any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, and make available to the Indemnitee, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnitee.

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(e)No Indemnitee may admit any liability with respect to, consent to the entry of any judgement of, or settle, compromise or discharge, the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnified Party shall admit any liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge, the Third Party Claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or judgement (i) completely and unconditionally releases the Indemnitee in connection with such matter, (ii) provides relief consisting solely of money damages borne by the Indemnifying Party and (iii) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law.

(f)Except as otherwise set forth in Section 7.6 and Section 8.2, or to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the indemnification provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party. For the avoidance of doubt, all disputes in respect of this Article VI shall be resolved in accordance with Article VIII.

(g)Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification that differ from the provisions set forth in this Section 6.4, the terms of the Ancillary Agreement will govern.

(h)The provisions of this Article VI shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be no requirement under this Section 6.4 to give a notice with respect to any Third Party Claim that exists as of the Effective Time. The Parties acknowledge that Liabilities for Actions (regardless of the parties to the Actions) may be partly Parent Liabilities and partly SpinCo Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in Article VIII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file Third Party claims or cross-claims against the other Party or its Subsidiaries in an Action in which a Third Party Claim is being resolved.

Section 6.5Cooperation in Defense and Settlement.

(a)With respect to any Third Party Claim that implicates both Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, will preserve for all Parties any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request and at such Party’s own expense, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding

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the foregoing, nothing in this Section 6.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 6.4.

(b)Each of Parent and SpinCo agrees that at all times from and after the Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Section 6.6Indemnification Payments. Indemnification required by this Article VI shall be made by periodic payments of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss incurred.

Section 6.7Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a)Any recovery by any Indemnitee for any Indemnifiable Loss subject to indemnification pursuant to this Article VI shall be calculated (i) net of Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short term borrowing, of future premium increases only if known at such time), and after reducing any retrospective or audited premium or similar adjustments that are reasonably expected to result from such Insurance Proceeds, and (ii) net of any proceeds actually received by the Indemnitee from any third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee corresponding to the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party corresponding to any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b)Any Indemnity Payment shall be increased as necessary so that after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed.

(c)The Parties hereby agree that an insurer or other third party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other Third Party

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shall be entitled to a “windfall” (e.g., a benefit they would not otherwise be entitled to receive, or the reduction or elimination of an insurance coverage obligation that they would otherwise have, in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. To the extent permitted by Law and the applicable insurance policies, each Party on behalf of itself and its respective insurers hereby waives any right of subrogation or contribution to the extent their losses, damages, or expenses are actually covered by insurance. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article VI. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(d)For the purposes of this section 6.7, the term “insurance” shall refer only to true risk transfer, and not to fronting policies or similar types of risk management where the insured ultimately bears incurred loss.

Section 6.8Contribution. If the indemnification provided for in this Article VI is unavailable for any reason to an Indemnitee (other than failure to provide notice with respect to any Third Party Claims in accordance with Section 6.4(b)) in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 6.8, contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss. With respect to any Indemnifiable Losses arising out of or related to information contained in the Distribution Disclosure Documents or other securities law filing, the relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact relates to information supplied by the SpinCo Business of a member of the SpinCo Group, on the one hand, or the Parent Retained Business or a member of the Parent Group, on the other hand.

Section 6.9Additional Matters; Survival of Indemnities.

(a)The indemnity agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article VI shall survive the Distribution.

(b)The rights and obligations of any member of the Parent Group or any member of the SpinCo Group, in each case, under this Article VI shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any

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Liabilities and (ii) any merger, consolidation, division, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

ARTICLE VII

PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE

Section 7.1Preservation of Corporate Records.

(a)Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing Records or access to Information to another Party under this Article VII shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as are reasonably incurred in providing such Records or access to Information.

(b)Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.3, each Party shall use its commercially reasonable efforts, at such Party’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to the applicable record retention policy of Parent or such other member of the Parent Group, respectively, as in effect immediately prior to the Distribution, including, pursuant to any “Litigation Hold” issued by Parent or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Parent Group or the SpinCo Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Parent Group or the SpinCo Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Parent Group or the SpinCo Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties hereto agree that upon written request from the other that certain Information relating to the SpinCo Business, the Parent Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

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(c)Each Party shall respond to reasonable requests from the other Party regarding the current status and disposition of particular Records, Personal Data or information, including by: (i) providing a written certification to the other Party that particular Records and other Information have been securely deleted or purged in accordance with the terms and milestones agreed upon by the respective Parties herein or in any Ancillary Agreement(s) (subsequently referred to as the “applicable terms” in this paragraph); (ii) providing information to the other Party regarding the status of any migration or transition of Records, Personal Data or other Information in accordance with the applicable terms; and (iii) by providing any other information reasonably requested by the other Party regarding the current status or disposition of particular Records, Personal Data or Information. Without limiting the foregoing obligations and subject to any relevant Ancillary Agreement(s), each Party shall, upon the request of the other Party, submit to an inspection or audit (by the requesting Party or its independent auditor) to verify or confirm the current status or disposition of particular Records, Personal Data or other Information in accordance with applicable terms; such audit or inspection shall take place upon reasonable notice, during regular business hours, and shall be at the cost and expense of the requesting Party.

(d)Parent and SpinCo intend that any transfer of Information that would otherwise be within the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilege.

Section 7.2Financial Statements and Accounting. Each Party agrees to provide the following reasonable assistance and, subject to Section 7.6, reasonable access to its properties, Records, other Information and personnel set forth in this Section 7.2, from the Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 2021, (i) in connection with the preparation and audit of each Party’s quarterly and annual financial statements for the fiscal years ended December 31, 2021, and the filing of such financial statements and the audit of each Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required, and (ii) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the Commission. Notwithstanding the foregoing, in the event that either Party changes its independent auditors within one (1) year following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 7.2 for a period of up to one hundred and eighty (180) days from such change. Without limiting the foregoing and from the Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 2021, each Party agrees as follows:

(a)Access to Personnel and Records. Except to the extent otherwise contemplated by the Ancillary Agreements and subject to Section 7.6, each Party shall authorize and request its respective auditors to make reasonably available to the other Party’s auditors (the “Other Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited Party (each Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Party’s Auditors), in all

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cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the filing of its annual financial statements with the Commission.

(b)Current, Quarterly and Annual Reports. At least three (3) Business Days prior to the earlier of public dissemination or filing with the Commission, each Party shall deliver to the other Party, a reasonably complete draft of any earnings news release, any filing with the Commission containing financial statements, including, but not limited to current reports on Form 8-K, quarterly reports on 10-Q and annual reports on Form 10-K or any other Annual Report purporting to fulfill the requirements of 17 CFR 240-14c-3. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by Parent with the Commission on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports.

(c)Nothing in this Article VII shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such Information, such Party shall use commercially reasonable efforts to seek to obtain such third party’s written consent to the disclosure of such Information.

(d)The Parties acknowledge that Information provided under this Section 7.2 may constitute material, nonpublic information, and trading in the securities of a Party (or the securities of its Affiliates, Subsidiaries or partners) while in possession of such material, nonpublic material information may constitute a violation of the U.S. federal securities laws.

Section 7.3Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article VI shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information:

(a)After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, SpinCo for specific and identified Information:

(i)that (x) relates to SpinCo or the SpinCo Business, as the case may be, prior to the Effective Time or (y) is necessary for SpinCo to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Parent and/or SpinCo are parties, Parent shall provide, as soon as reasonably practicable following the

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receipt of such request, appropriate copies of such Information (or the originals thereof if SpinCo has a reasonable need for such originals) in the possession or control of Parent or any of its controlled Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of SpinCo; provided that, to the extent any originals are delivered to SpinCo pursuant to this Agreement or the Ancillary Agreements, SpinCo shall, at its own expense, return them to Parent within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that Parent, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a third party or could reasonably result in the waiver of any attorney-client privilege, rights under the work product doctrine or other applicable privilege, Parent shall not be obligated to provide such Information requested by SpinCo;

(ii)that (x) is required by SpinCo with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on SpinCo (including under applicable securities laws) by a Governmental Entity having jurisdiction over SpinCo, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Parent shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if SpinCo has a reasonable need for such originals) in the possession or control of Parent or any of its controlled Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of SpinCo; provided that, to the extent any originals are delivered to SpinCo pursuant to this Agreement or the Ancillary Agreements, SpinCo shall, at its own expense, return them to Parent within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Parent, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, Parent shall not be obligated to provide such Information requested by SpinCo; or

(b)After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Parent for specific and identified Information:

(i)that (x) relates to Parent or the Parent Retained Business, as the case may be, prior to the Effective Time or (y) is necessary for Parent to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Parent and/or SpinCo are parties, SpinCo shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Parent has a reasonable need for such originals) in the possession or control of SpinCo or any of its controlled Affiliates or Subsidiaries,

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but only to the extent such items so relate and are not already in the possession or control of Parent; provided that, to the extent any originals are delivered to Parent pursuant to this Agreement or the Ancillary Agreements, Parent shall, at its own expense, return them to SpinCo within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that SpinCo, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a third party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, SpinCo shall not be obligated to provide such Information requested by Parent.

(ii)that (x) is required by Parent with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Parent (including under applicable securities laws) by a Governmental Entity having jurisdiction over Parent, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, SpinCo shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Parent has a reasonable need for such originals) in the possession or control of SpinCo or any of its controlled Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Parent; provided that, to the extent any originals are delivered to Parent pursuant to this Agreement or the Ancillary Agreements, Parent shall, at its own expense, return them to SpinCo within a reasonable time after the need to retain such originals has ceased.

(c)Each of Parent and SpinCo shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 7.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.

Section 7.4Witness Services. At all times from and after the Effective Time, each of Parent and SpinCo shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 7.4 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who

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are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

Section 7.5Reimbursement; Other Matters. Except to the extent otherwise contemplated by this Agreement or any Ancillary Agreement, a Party providing Information or access to Information to the other Party under this Article VII shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as may be reasonably incurred in providing such Information or access to such Information.

Section 7.6Confidentiality.

(a)Notwithstanding any termination of this Agreement, and except as otherwise provided in the Ancillary Agreements, each of Parent and SpinCo shall hold, and shall cause members of their respective Groups and their officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or, except as otherwise permitted by this Agreement or any Ancillary Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Group; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information or auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement (including pursuant to Section 2.3) or an Ancillary Agreement, or (vi) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party pursuant to clause (ii), (iii), or (v) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the Confidential

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Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.

(b)Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or members of its Group were part of the Parent Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Time, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access.

(c)Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to Parent’s confidential and proprietary information pursuant to policies in effect as of the Effective Time and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the SpinCo Business (in the case of the SpinCo Group) or the Parent Retained Business (in the case of the Parent Group); provided that such Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the date of this Agreement; and may only be shared with additional officers, employees, agents, consultants and advisors of such Party on a need-to-know basis exclusively with regard to such specified use; provided, further that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 7.6(a).

(d)The Parties agree that irreparable damage may occur in the event that the provisions of this Section 7.6 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

(e)For the avoidance of doubt and notwithstanding any other provision of this Section 7.6, (i) the disclosure and sharing of Privileged Information shall be governed solely by Section 7.7, and (ii) Information that is subject to any confidentiality provision or other disclosure

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restriction in any Ancillary Agreement shall be governed by the terms of such Ancillary Agreement.

Section 7.7Privilege Matters.

(a)Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Parent Group and the SpinCo Group, and that each of the members of the Parent Group and the SpinCo Group should be deemed to be the client with respect to such pre-distribution services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-distribution services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.7 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

(b)Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of Parent and SpinCo. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of Parent or SpinCo, as the case may be, while other such post-separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both Parent and SpinCo. With respect to such post-separation services and related Privileged Information, the Parties agree as follows:

(i)All Privileged Information relating to any claims, proceedings, litigation, disputes, or other matters which involve both Parent and SpinCo shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and

(ii)Except as otherwise provided in Section 7.7(b)(i), Privileged Information relating to post-separation services provided solely to one of Parent or SpinCo shall not be deemed shared between the Parties, provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.

(c)The Parties agree as follows regarding all Privileged Information with respect to which the Parties shall have a shared Privilege under Section 7.7(a) or (b):

(i)Subject to Section 7.7(c)(iii) and (iv), no Party may waive, nor allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which the other Party has a shared Privilege, without the consent of the other Party,

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which shall not be unreasonably withheld or delayed. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within fifteen (15) days after written notice by the requesting Party to the Party whose consent is sought;

(ii)If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a Privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for waiver by the other Party. Each Party specifically agrees that it shall not withhold consent to waive for any purpose except to protect its own legitimate interests;

(iii)If, within fifteen (15) days of receipt by the requesting Party of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived, and the requesting Party determines that a Privilege should nonetheless be waived to protect or advance its interest, the requesting Party shall provide the objecting Party fifteen (15) days written notice prior to effecting such waiver. Each Party specifically agrees that failure within fifteen (15) days of receipt of such notice to commence proceedings in accordance with Section 8.2 to enjoin such disclosure under applicable Law shall be deemed full and effective consent to such disclosure, and the Party’s agree that any such Privilege shall not be waived by either party under the final determination of such dispute in accordance with Section 8.2; and

(iv)In the event of any litigation or dispute between the Parties, or any members of their respective Groups, either such Party may waive a Privilege in which the other Party or member of such Group has a shared Privilege, without obtaining the consent of the other Party; provided that such waiver of a shared Privilege shall be effective only as to the use of Privileged Information with respect to the litigation or dispute between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared Privilege with respect to third parties.

(d)The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Parent or SpinCo as set forth in Section 7.6 and this Section 7.7, to maintain the confidentiality of Privileged Information and to assert and maintain any applicable Privilege. The access to Information being granted pursuant to Section 6.5, 7.2, and 7.3 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.5 and 7.4 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 6.5 hereof, and the transfer of Privileged Information between the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise.

Section 7.8Ownership of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VII shall be deemed to remain the property of the providing Party. Unless expressly set forth herein, nothing contained in

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this Agreement shall be construed as granting a license or other rights to any Party with respect to any such Information, whether by implication, estoppel or otherwise.

Section 7.9Personal Data. Both Parties shall cooperate to ensure that their creation, collection, receipt, access, use, storage, disposal, processing and disclosure of the other Party’s Personal Data hereunder does and will comply with all applicable Data Protection Laws and any relevant Ancillary Agreement(s), and will take all reasonable precautions to avoid acts that place the other Party in breach of its obligations under any applicable Data Protection Laws and any relevant Ancillary Agreement(s). Nothing in this Section shall be deemed to prevent any Party from taking the steps it reasonably deems necessary to comply with any applicable Data Protection Laws.

Section 7.10Cyber Incident Cooperation and Reporting. Each of Parent and SpinCo agree on behalf of each member of their respective Group, that, after the Effective Time, Parent shall be solely responsible for providing any notices required under any Data Privacy Laws (as determined by Parent in its sole discretion) to individuals (including any employee or customer of any SpinCo Group member) or to any Governmental Entity any event or occurrence arising out of or relating to the Cyber Incident (such notices “Security Incident Notices”). Each of Parent and SpinCo shall, and shall cause each member of their respective group to, cooperate to assist and facilitate Parent in preparing and delivering any Security Incident Notices and Parent shall keep SpinCo reasonable informed, and shall provide SpinCo a draft copy of any Security Incident Notice and a reasonable opportunity to comment prior to distributing any Security Incident Notices that relate to SpinCo or the SpinCo Business. Parent shall bear all costs and expenses in connection with the preparation and distribution of any Security Incident Notices.

Section 7.11Parent Cyber Liability Notice. In the event that SpinCo becomes aware or has knowledge of any event or occurrence that would reasonably lead to a claim for indemnification against Parent under Section 6.2 with respect to any Parent Cyber Liability (the “Potential Parent Cyber Liability”), SpinCo shall notify Parent in writing promptly (in any event within three Business Days upon such discovery), stating in reasonable detail the event or occurrence giving rise to such Potential Parent Cyber Liability, along with evidence of its relationship to the Cyber Incident (such notice, a “Potential Parent Cyber Liability Notice”). If Parent agrees that the Potential Parent Cyber Liability is related to the Cyber Incident, (a) Parent shall pay any reasonable and documented costs and expenses incurred by any SpinCo Indemnitee with respect to the time period prior to the delivery of the Potential Parent Cyber Liability Notice, (b) after the date of delivery of the Potential Parent Cyber Liability Notice, Parent shall control the investigation and resolution of such Potential Parent Cyber Liability in accordance with Section 6.4 of this Agreement, and (c) SpinCo shall, after the date of the Potential Parent Cyber Liability Notice, notify Parent in advance of incurring any additional costs and expenses related to the Potential Parent Cyber Liability. If Parent disagrees that the Potential Parent Cyber Liability is related to the Cyber Incident, either Party may dispute the matter in accordance with Article VIII of this

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Agreement (including, reserving the right to do so in response to a claim or demand made under Section 6.4(a) of the Agreement).

Section 7.12Other Agreements. The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1Negotiation and Arbitration.

(a)Except as expressly provided in any Ancillary Agreement, in the event of a controversy, dispute or Action between the Parties arising out of, in connection with, or in relation to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby, including with respect to the interpretation, performance, nonperformance, validity or breach of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to, this Agreement or any Ancillary Agreements or the transactions contemplated hereby or thereby, and including any Action based on contract, tort, statute or constitution, including the arbitrability of such controversy, dispute or Action and any controversy, dispute or Action related to Section 7.7(c) concerning privilege issues (a “Dispute”), the following provisions shall apply, unless expressly specified herein; provided, that disputes concerning the correctness of the calculations in the Distribution Cash Statement shall be resolved in accordance with the process set forth in Section 2.13(b).

(b)Negotiations.

(i)Except in cases of Disputes regarding privilege issues (in which case the procedure in Section 7.7(c) shall apply), (A) either Party may deliver written notice of a Dispute (a “Dispute Notice”) and (B) the general counsels of the Parties (and/or such other individuals designated by the respective general counsels) and/or the executive officers designated by the Parties in writing shall thereupon negotiate for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (60) days from the date of receipt of the Dispute Notice (the “Negotiation Period”).

(ii)With respect to the subject Dispute, in the event of any arbitration in accordance with this Section 8.1, the Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved.

(iii)All offers, promises, conduct and statements, whether oral or written, made in the course of the discussions and negotiations related to the relevant Negotiation Period

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by any of the Parties (or the other members of their respective Group), their respective agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties (or any other member of a Group), and, in any Action, shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state or foreign rule and evidence of such discussions shall not be admissible in any future Action between the Parties and any member of their respective and/or any Indemnitee, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or discussion.

(c)Arbitration. If the Dispute has not been resolved for any reason as of the expiration of the applicable Negotiation Period, such Dispute shall be submitted to final and binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”), except as modified herein.

(i)The arbitration shall be conducted by an arbitral panel (the “Arbitral Panel”) consisting of three members whenever the amount in controversy exceeds $3,000,000 in principal amount, and by only one arbitrator for any lesser sum. In the instance where a three-person Arbitral Panel is used, the claimant shall appoint one arbitrator in its demand for arbitration and the respondent shall appoint one arbitrator within twenty-one (21) days after the appointment of the first arbitrator. The third arbitrator, who shall serve as chair of the Arbitral Panel, shall be jointly appointed by the two party-nominated arbitrators within twenty-one (21) days of the appointment of the second arbitrator. In the event of an instance where a one-person Arbitral Panel is used, the arbitrator shall be appointed by the AAA in accordance with its Rules. Any arbitrator not timely appointed by the Parties shall be appointed by the AAA according to its Rules.

(ii)In resolving any Dispute to the extent it involves contractual issues under this Agreement or any Ancillary Agreement, the arbitrator(s) shall apply the governing law specified in this Agreement or the applicable Ancillary Agreement.

(iii)The arbitration shall be held, and the award shall be rendered, in Austin, Texas, in the English language.

(iv)For the avoidance of doubt, by submitting their dispute to arbitration under the Rules, the Parties expressly agree that all issues of arbitrability, including all issues concerning the propriety and timeliness of the commencement of the arbitration (including any defense based on a statute of limitation, if applicable), the jurisdiction of the Arbitral Panel, and the procedural conditions for arbitration, shall be finally and solely determined by the Arbitral Panel.

(v)The Arbitral Panel shall be entitled, if appropriate, to award any remedy, including monetary damages, specific performance and all other forms of legal and equitable relief that is in accordance with the terms of this Agreement; provided, however, that the Arbitral Panel shall have no authority or power to (i) limit, expand, alter,

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modify, revoke or suspend any condition or provision of this Agreement, nor any right or power to award punitive, exemplary, treble or similar damages, or (ii) review, resolve or adjudicate, or render any award or grant any relief in respect of, any issue, matter, claim or Dispute other than the specific Dispute or Disputes submitted by the Parties to such Arbitral Panel for final and binding arbitration, including any Disputes consolidated therewith in accordance with Section 8.1(c)(ix).

(vi)The Parties agree to engage in full disclosure of all related documents and evidence (electronic or otherwise, including email, text, and similar writings) related to the Dispute. There shall otherwise be no discovery pursuant to rules providing for same in certain states or nations. Any failure to fully disclose shall result in a negative inference being taken by the arbitrator(s) against the party failing to disclose said evidence or documents. Testimony by any witness during a merits or interim relief hearing shall be taken on examination, in the first instance, by way of a declaration provided to the arbitrator(s) and the opposing party in advance of said hearing on a schedule imposed by the arbitrator(s).

(vii)The Arbitral Panel (and, if applicable, Emergency Arbitrator (as defined below)) shall have the full authority to grant any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings (“Interim Relief”). The Parties shall exclusively submit any application for Interim Relief to only: (A) the Arbitral Panel; or (B) prior to the constitution of the Arbitral Panel, an emergency arbitrator appointed in the manner provided for in the Rules (an “Emergency Arbitrator”). Any Interim Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability, and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance in Section 8.2. The foregoing procedures shall constitute the exclusive means of seeking Interim Relief, provided, however, that (i) the Arbitral Panel shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency Arbitrator, and the Arbitral Panel shall apply a de novo standard of review to the factual and legal findings of the Emergency Arbitrator and conduct any such proceeding with respect to the actions of the Emergency Arbitrator on an expedited basis; and (ii) in the event an Emergency Arbitrator or the Arbitral Panel issues an order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), any Party may apply to enforce or require specific performance of such Decision on Interim Relief in any court of competent jurisdiction. For the avoidance of doubt, any Party may appeal any Decision on Interim Relief determined by any Emergency Arbitrator to an Arbitral Panel; provided that, such Decision on Interim Relief shall remain enforceable from and after any such appeal, unless and until the Decision on Interim Relief is vacated or modified by the Arbitral Panel.

(viii)The Arbitral Panel shall have the power to allocate the costs and fees of the arbitration (including reasonable attorney’s fees and costs) and the costs and fees

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addressed in the bules between the Parties in the manner it deems fit with a purpose to substantially defray the costs and attorneys fees incurred by the prevailing party.

(ix)The Arbitral Panel may, if requested by a Party, consolidate the arbitration with any other arbitration (A) if the other arbitration involves another Dispute arising under either this Agreement or an Ancillary Agreement, provided the Arbitral Panel is satisfied such other dispute involves common factual issues, or (B) with the prior written consent of all parties engaged in such arbitrations. Such consolidated arbitration shall be determined by the Arbitral Panel appointed for the arbitration proceeding that was commenced first in time, unless otherwise agreed in writing by all parties engaged in such arbitration.

(d)Confidentiality. Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the Parties or permitted by this Agreement or any Ancillary Agreement, the Parties shall keep, and shall cause the members of their Group to keep, confidential all matters relating to the arbitration (including the existence of the proceeding and all of its elements and including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions) or the award, and any negotiations, conferences and discussions pursuant to this Article VIII shall be treated as compromise and settlement negotiations; provided that such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce this Article VIII or the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or the rules of any stock exchange on which a Party securities may be listed. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. In the event any Party makes application to any court in connection with this Section 8.1(d) (including any proceedings to enforce a final award or any Interim Relief), that Party, as applicable, shall take all steps reasonably within its power to cause such application, and any exhibits (including copies of any award or decisions of the Arbitral Panel or Emergency Arbitrator) to be filed under seal, shall oppose any challenge by any third party to such sealing, and shall give the other Party notice of such challenge as promptly as practicable.

(e)Sole and Exclusive Remedy. Arbitration under this Article VIII shall be the sole and exclusive remedy for any Dispute, and any award rendered thereby shall be final and binding upon the Parties as from the date rendered. Judgment on the award rendered by the Arbitral Panel may be entered in any court having jurisdiction thereof, including any court having jurisdiction over the relevant Party or its Assets.

(f)Service of Process. In the event any proceeding is brought in any court of competent jurisdiction to enforce the dispute resolutions provisions of this Section 8.1, to obtain relief as described in this Section 8.1, or to enforce any award, relief or decision issued by an Arbitral Tribunal, each Party irrevocably consents to the service of process in any action by mailing of copies of the process to the Parties as provided in Section 10.6. Service effected as provided in this manner will become effective five (5) days after the mailing of the process.

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(g)Waiver of Jury Trial. EACH OF PARENT AND SPINCO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT. EACH OF PARENT AND SPINCO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY TO THIS AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY TO THIS AGREEMENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH OF PARENT AND SPINCO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH OF PARENT AND SPINCO MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH OF PARENT AND SPINCO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.1.

Section 8.2Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Parties agree that the Party or Parties to this Agreement or such Ancillary Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Article VIII (including for the avoidance of doubt, after compliance with all notice and negotiation provisions herein), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement or any Ancillary Agreement, including monetary damages, are inadequate compensation for any Indemnifiable Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 8.3Treatment of Arbitration. The Parties agree that any arbitration hereunder shall be kept confidential, and that the existence of the proceeding and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall be deemed confidential, and shall not be disclosed beyond the Arbitral Panel, the Parties, their counsel, and any Person necessary to the conduct of the proceeding, except as and to the extent required by law and to defend or pursue any legal right. In the event any Party makes application to any court in connection with this Section 8.3 (including any proceedings to enforce a final award or any Interim Relief), that party shall take all steps reasonably within its power to cause such application, and any exhibits (including copies of any award or decisions of the Arbitral Panel or Emergency Arbitrator) to be filed under seal, shall oppose any challenge by any third party to such sealing, and shall give the other Party immediate notice of such challenge.

Section 8.4Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement

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and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article VIII with respect to all matters not subject to such dispute resolution.

Section 8.5Consolidation. The arbitrator may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements or any other agreement between the Parties entered into pursuant hereto, as the case may be, if the subject of the Disputes thereunder arises out of or relates essentially to the same set of facts or transactions. Such consolidated arbitration shall be determined by the arbitrator(s) appointed for the arbitration proceeding that was commenced first in time, and affirmed by the Arbitration Tribunal in the instance of each arbitration thereby being consolidated.

ARTICLE IX

INSURANCE

Section 9.1Insurance Matters.

(a)SpinCo acknowledges and agrees that, from and after the Effective Time, neither SpinCo nor any member of the SpinCo Group shall have any rights to or under any Policies of Parent, including the Company Policies, other than any insurance policies acquired prior to the Effective Time directly by and in the name of SpinCo or a member of the SpinCo Group or as expressly provided in Section 6.7 or this Article IX. From and after the Effective Time, SpinCo shall have in effect all insurance programs required to comply with SpinCo’s statutory obligations and legal obligations, or as otherwise commercially reasonable. Subject to Section 6.7 and Section 9.1(i), in no event shall Parent, any other member of the Parent Group or any Parent Indemnitee have any Liability to any member of the SpinCo Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the SpinCo Group for any reason or shall not be renewed or extended beyond the current expiration date. Subject to Section 6.7, in no event shall SpinCo, any other member of the SpinCo Group or any SpinCo Indemnitee have any Liability to any member of the Parent Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Parent Group for any reason or shall not be renewed or extended beyond the current expiration date.

(b)From and after the Effective Time, with respect to any Liability accrued and/or incurred by SpinCo or its predecessors prior to the Effective Time, SpinCo and each member of the SpinCo Group, to the extent permitted by Law, will have and will be fully entitled to exercise all rights that any of them may have as of the Effective Time, including the right to make claims, under the Company Policies, it being the intent that this Agreement shall not operate to reduce any insurance recovery that otherwise would be available in the absence of the Separation; provided that such access to, and such right to make claims under, the Company Policies shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions:

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(i)Subject to Section 9.1(b)(v) andSection 9.1(j), SpinCo will be solely responsible for notifying, tendering and submitting any claim for insurance coverage of any SpinCo Liability under the Company Policies and for communicating with the issuers of the Company Policies with respect to such claims for coverage. With respect to such SpinCo claim for coverage of a SpinCo Liability under the Company Policies, (A) SpinCo shall provide to Parent contemporaneous copies of any such notifications, tenders, submissions and communications and (B) SpinCo shall have the right to notify, tender to, submit to, communicate with, and receive Insurance Proceeds from the issuers of the Company Policies (which Insurance Proceeds, to the extent paid by the issuer(s) to Parent, shall be paid over to SpinCo by Parent within sixty (60) days after Parent’s receipt of an invoice therefor from SpinCo). Parent and SpinCo agree to consent to reasonable modifications, additions or deletions to such procedures before or after the Effective Time to effectuate the purpose of this Section and to furnish reasonable cooperation to each other to ensure that the purposes of Section 9.1(b) are effectuated;

(ii)SpinCo shall exclusively bear and be responsible for (and Parent shall have no obligation to repay or reimburse SpinCo for), and shall pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, and other related costs, relating to all open, closed, re-opened claims covered by the applicable Policies, whether such claims are made by SpinCo, its employees or third parties. SpinCo shall indemnify, hold harmless, and reimburse Parent for any such amounts or losses incurred by Parent to the extent resulting from any access to, any claims made by SpinCo under, any Company Policies provided pursuant to this Section 9.1, including any retrospective premiums or similar loss-experience charges, audited premiums, loss of security, insurer reimbursement arrangements, and negative financial impact on any captive insurer or reinsurer. If Parent and SpinCo jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by Parent and partially by SpinCo, any insurance recovery resulting therefrom will first be allocated to reimburse Parent and/or SpinCo for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between Parent and SpinCo in a manner to be negotiated in good faith by Parent and SpinCo at or near the time of such recovery (but subject to the first two sentences of this Section 9.1(b)(ii); provided that if the Parties cannot agree to an allocation within twenty (20) Business Days of the grant, settlement or other agreement, either Party may submit the dispute to arbitration in accordance with the terms and procedures set forth in Section 8.2;

(iii)With respect to any SpinCo Liability, the members of SpinCo Group shall exclusively bear (and neither Parent nor any member of the Parent Group shall have any obligation to repay or reimburse any member of the SpinCo Group for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts,

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incurred from and after the Effective Time, of all such claims (or portions of claims) attributable to such SpinCo Liability made by any member of the SpinCo Group under the Company Policies as provided for in this Section 9.1(b);

(iv)For avoidance of doubt, with respect to any Parent Liability, the members of the Parent Group shall exclusively bear and be liable for (and neither SpinCo nor any members of the SpinCo Group shall have any obligation to repay or reimburse Parent or any member of the Parent Group for) all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims (or portions of claims) attributable to such Parent Liability made by Parent or any member of the Parent Group under the Company Policies; and

(v)in connection with making any claim under any Company Policies pursuant to this Section 9.1(b), Parent, at its option, shall have the right to control the administration of all such claims, including the timing of, assertion and pursuit of coverage, and SpinCo shall not take any action that would be reasonably likely to: (A) result in the applicable insurance company terminating or increasing the amount of any premium owed by Parent under the applicable Company Policies; (B) otherwise compromise, jeopardize or interfere with the rights of Parent under the applicable Company Policies other than as to limits erosion where Parent has not made a pending claim unless, in the cause of this clause (B), SpinCo has obtained the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned); or (C) otherwise compromise or impair Parent’s ability to fulfill any indemnification obligation to any SpinCo Indemnity under or arising out of this Agreement, and Parent shall have the right, in its sole discretion, to cause SpinCo to desist from any action that Parent determines, in its sole discretion, would compromise or impair Parent’s rights in accordance with this clause (C).

At all times, Parent and SpinCo shall, subject to the limitations set forth in Section 7.6, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.

(c)Any payments, costs and adjustments required pursuant to Section 9.1(b) shall be billed by Parent to SpinCo on a monthly basis (to the extent reasonably practicable), and SpinCo shall pay such billed payments, costs and adjustments to Parent within sixty (60) days from receipt of invoice. If Parent incurs costs to enforce SpinCo’s obligations under this Section 9.1, SpinCo agrees to indemnify Parent for such enforcement costs, including reasonable attorneys’ fees.

(d)This Agreement shall not be construed to waive any right or remedy of Parent under or with respect to any of the Company Policies and programs or any other contract or policy of insurance, and Parent reserves all of its rights under such Company Policies.

(e)Subject to the rights of Parent under Section 9.1(b)(v), Parent shall not be liable to SpinCo for claims not reimbursed by insurers for any reason not within the control of Parent, including coinsurance provisions, deductibles, quota share deductibles, exhaustion of aggregates, self-insured retentions, bankruptcy or insolvency of an insurance carrier,

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Company Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Parent or any defect in such claim or its processing.

(f)In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 9.1(f) shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those obligations under Article VI, including those created by this Agreement, by operation of law or otherwise.

(g)In the event of any Action by any Party (or both of the Parties) to recover or obtain Insurance Proceeds, or to defend against any Action by an insurance carrier to deny any Policy benefits, both Parties may join in any such Action and be represented by joint counsel and both Parties shall waive any conflict of interest to the extent necessary to conduct any such Action. Nothing in this Section 9.1(g) shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created under Article VI of this Agreement or otherwise, by operation of Law, or otherwise.

(h)Notwithstanding anything contained in this Section 9.1, to the extent Parent has entered into or agrees to enter into, whether on its own or with respect to any arrangement provided for under this Section 9.1, any settlement agreement or other arrangement with any insurance provider regarding coverage under any Company Policy, that provides for any limitation of coverage, claims payment, or release of such insurance provider with regard to any coverage thereunder, whether in whole or in part (collectively, the “Released Insurance Matters”), SpinCo agrees that it shall (i) abide by the terms of and, to the extent required, consent to, any such settlement or arrangement relating to the Released Insurance Matters, (ii) have no rights to any such coverage under the Company Policies with respect to any Released Insurance Matters and (iii) make no claims under any Company Policies with respect to any Released Insurance Matters.

(i)Parent and SpinCo intend that with respect to SpinCo Liabilities and Parent Liabilities, recoveries under Company Policies and SpinCo Policies shall be available to no lesser extent than would have been the case in the absence of the Separation. Parent and SpinCo and the members of Parent Group and SpinCo Group agree to provide all reasonable and timely cooperation necessary to ensure that the provisions of Section 6.7 and this Section 9.1 are effectuated, including:

(i)providing for an orderly transition of insurance coverage from and after the Effective Time;

(ii)timely exchanging information regarding depletion or exhaustion of insurance policy limits, including loss runs, subject to the provisions of Section 7.6;

(iii)providing any consents, such consents not to be unreasonably withheld, conditioned or delayed, necessary to allow for recovery of Insurance Proceeds, including communicating with the issuers of the Company Policies (A) the consent, as necessary, of Parent to allow SpinCo to effectively make claims for and to pursue insurance recoveries in accordance with the terms of this Section 9.1, and (B) the

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consent of SpinCo to allow Parent to effectively make claims for and to pursue insurance recoveries in accordance with the terms of this Section 9.1;

(iv)allowing Parent or other member of the Parent Group to make claims for an insurance recovery and communicate and negotiate with insurers in the name of SpinCo (or other member of the SpinCo Group), including the initiation of litigation or arbitration, subject to the consent of SpinCo or other member of the SpinCo Group, not to be unreasonably withheld or delayed, and to provide reasonable cooperation to such members of the Parent Group with respect to such claims (with the out-of-pocket costs of making such claims shall be borne by SpinCo);

(v)timely providing to SpinCo copies in the possession of Parent of communications to and from insurers regarding coverage for any SpinCo Liability pursuant to the common interest that exists between Parent and SpinCo and subject to Section 7.6;

(vi)timely providing to Parent copies in the possession of SpinCo of communications to and from insurers regarding any Parent Liability pursuant to the common interest that exists between Parent and SpinCo and subject to Section 7.6 ;

(vii)timely providing to SpinCo copies of any Company Policies under which on or prior to the Effective Time any member of the SpinCo Group was an insured as well as any documentation relating to the procurement of such policies.

(j)Parent and the other members of the Parent Group shall notify and make claims for coverage under a Company Policy of a SpinCo Liability but only if all of the following are applicable: (i) SpinCo requests that Parent or other member of the Parent Group notify and make such claims for coverage; (ii) it is not commercially reasonable for SpinCo and other members of the SpinCo Group themselves to notify and make such claims for coverage of a SpinCo Liability under the Company Policies; and (iii) Parent consents to make and notify such claims for coverage of a SpinCo Liability under the Company Policies, such consent not to be unreasonably withheld, delayed or conditioned. The non de minimis out-of-pocket costs of the members of the Parent Group making such claims shall be borne by SpinCo.

Section 9.2Certain Matters Relating to Parent’s Organizational Documents. For a period of six (6) years from the Distribution Date, the Certificate of Incorporation and Bylaws of Parent shall contain provisions no less favorable with respect to indemnification of directors and officers than are set forth in such Certificate of Incorporation or Bylaws of Parent immediately before the Effective Time, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Distribution Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were indemnified under such Certificate of Incorporation or Bylaws, unless such amendment, repeal, or other modification shall be required by Law and then only to the minimum extent required by Law or approved by Parent’s shareholders.

Section 9.3Directors and Officers Liability Insurance. Effective as of the Effective Time, Parent shall not be obligated to maintain D&O liability insurance coverage with respect to the SpinCo Business, except as is expressly provided as follows: Parent at its sole option, shall either

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(a) use commercially reasonable efforts to maintain continuity in its D&O liability insurance program for six years from the Effective Time for pre-Effective time acts or omissions of the directors and officers of SpinCo and its Subsidiaries in their capacities as such, or, (b) if available on commercially reasonable terms, obtain and fully pay for a “tail” directors and officers insurance policy for directors and officers of SpinCo and its Subsidiaries covering pre-Effective Time acts and omissions in their respective capacities as directors and officers of SpinCo or SpinCo’s Subsidiaries prior to the Effective Time for a period ending six (6) years from and after the Effective Time. Under either option, such directors and officers insurance coverage shall contain terms and conditions as Parent determines.

ARTICLE X

MISCELLANEOUS

Section 10.1Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control (except with respect to any Conveyancing and Assumption Instruments, in which case this Agreement shall control) and (b) this Agreement and any agreement which is not an Ancillary Agreement, this Agreement shall control unless specifically stated otherwise in such agreement. For the avoidance of doubt, the Conveyancing and Assumption Instruments are intended to be ministerial in nature and only to effect the transactions contemplated by this Agreement with respect to the applicable local jurisdiction and shall not expand or modify the rights and obligations of the parties hereto or their Affiliates under this Agreement or any of the Ancillary Agreements that are not Conveyancing and Assumption Instruments. Except as expressly set forth in this Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Matters Agreement shall govern.

Section 10.2Ancillary Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 10.3Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 10.4Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement

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and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5Expenses.

(a)Except as otherwise expressly provided in this Agreement (including paragraphs (b) and (c) of this Section 10.5) or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all out-of-pocket fees and expenses incurred on or prior to the Effective Time in connection, and as required by, with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Distribution, the Information Statement, the Internal Reorganization and the consummation of the transactions contemplated hereby and thereby shall be borne and paid by Parent (but excluding for the avoidance of doubt, Liabilities under the clause (ix) of the definition of SpinCo Liabilities).

(b)Except as otherwise expressly provided in this Agreement (including paragraphs (a) and (c) of this Section 10.5) or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, each Party shall bear its own costs and expenses incurred or accrued after the Effective Time; provided, however, that any costs and expenses incurred in obtaining any Consents or novation from a third party in connection with the assignment to or assumption by a Party or its Subsidiary of any Contracts in connection with the Internal Reorganization or the Distribution shall be borne by the Party or its Subsidiary to which such Contract is being assigned.

(c)With respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.8, the Parties agree that any and all fees and expenses incurred by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any third party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party. Notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel). With respect to any fees, costs and expenses incurred by either Party in satisfying its obligations under Section 7.2, the requesting Party shall be responsible for the other Party’s fees, costs and expenses.

Section 10.6Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6):

To Parent:

SolarWinds Corporation

7171 Southwest Parkway

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Building 400

Austin, Texas

Attn: General Counsel

Email: general_counsel@solarwinds.com

To SpinCo:

N-able, Inc.

301 Edgewater Dr., Suite 306

Wakefield, Massachusetts 01880

Attn: General Counsel

Email: general_counsel@n-able.com

Section 10.7Consents; Waivers. Any consent or waiver required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent or waiver and shall be effective only against such Party (and its Group).

Section 10.8Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) a Subsidiary of a Party, or (ii) a bona fide unaffiliated third party in connection with a Change of Control of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or otherwise; provided, however, that, unless otherwise agreed by the non-assigning Party in writing or in connection with a Change of Control of a Party as described above, no assignment permitted by this Section 10.8 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

Section 10.9Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 10.10Termination and Amendment. This Agreement (including Article VI hereof) may be terminated, modified or amended and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Parent without the approval of SpinCo or the stockholders of Parent. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Effective Time, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Parent and SpinCo.

Section 10.11Payment Terms.

(a)Except as set forth in Article VI or as otherwise expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by a Party (and/or a member of such Party’s Group), on the one hand, to the other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand

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therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b)Except as set forth in Article VI or as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate, from time to time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(c)Without the consent of the party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Parent or SpinCo under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any indemnification payment required to be made hereunder or under any Ancillary Agreement may be denominated in a currency other than US Dollars, the amount of such payment shall be converted into US Dollars on the date in which notice of the claim is given to the Indemnifying Party.

Section 10.12Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 10.13Third Party Beneficiaries. Except (i) as provided in Article VI relating to Indemnitees and for the release under Section 6.1 of any Person provided therein, (ii) as provided in Section 9.3 relating to the directors, officers, managers, partners, employees, fiduciaries or agents provided therein, and (iii) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 10.14Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.15Exhibits and Schedules.

(a)The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Parent Group or the SpinCo Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Parent Group or the SpinCo Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or

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Schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

(b)Subject to the prior written consent of the other Party (not to be unreasonably withheld or delayed), each Party shall be entitled to update the Schedules from and after the date hereof until the Effective Time.

Section 10.16Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 10.17Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 10.18Public Announcements. Parent and SpinCo shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; (b) for disclosures made that are substantially consistent with disclosure contained in any Distribution Disclosure Document, (c) as otherwise set forth on Schedule 10.18, or (d) as may pertain to disputes between one Party or any member of its Group, on one hand, and the other Party or any member of its Group, on the other hand.

Section 10.19Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 10.20No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 6.2; Section 6.3; and Section 6.4).

Section 10.21Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal income tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11 or repayment of any intercompany loan) by: (i) SpinCo to Parent Borrower shall be treated for all Tax purposes as other property or money to which Section 361(b) of the Code applies that is received by Parent Borrower in the Contribution; or (ii) Parent Borrower to SpinCo shall be treated for all Tax purposes as additional property transferred by Parent Borrower to SpinCo in the Contribution (which may constitute a reduction

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in the amount of cash received by Parent Borrower. from SpinCo in the Contribution, as appropriate) and occurring immediately before the First Internal Distribution; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 10.22No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under the other Ancillary Agreements shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.23No Admission of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Parent and SpinCo and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned Subsidiary of Parent or SpinCo.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

SOLARWINDS CORPORATION
By:	/s/ J. Barton Kalsu
Name: J. Barton Kalsu
Title: Executive Vice President, Chief Financial Officer
N-ABLE, INC.
By:	/s/ John Pagliuca
Name: John Pagliuca
Title: President, Chief Executive Officer

Signature Page to Separation and Distribution Agreement

EX-10.1

Exhibit 10.1

Execution Version

TRANSITION SERVICES AGREEMENT

by and between

SOLARWINDS CORPORATION

and

N-ABLE, INC.

Dated as of July 16, 2021

TABLE OF CONTENTS

ARTICLE I		DEFINITIONS		1
	Section 1.01		Certain Defined Terms	1
ARTICLE II		SERVICES, FACILITIES AND DURATION		2
	Section 2.01		Services; Facilities	2
	Section 2.02		Compliance with Laws	2
	Section 2.03		Duration of Services and Facilities	3
	Section 2.04		Additional Services and Additional Facilities	3
	Section 2.05		Exception to Obligation to Provide Services or Facilities	3
	Section 2.06		Standard of the Provision of Services or Facilities	3
	Section 2.07		Change in Services or Facilities	3
	Section 2.08		Subcontractors	5
	Section 2.09		Electronic Access	5
	Section 2.10		Telecommunications Matters	5
	Section 2.11		Intellectual Property License	5
ARTICLE III		COSTS AND DISBURSEMENTS		6
	Section 3.01		Costs and Disbursements	6
	Section 3.02		No Right to Set-Off	7
	Section 3.03		Taxes	7
	Section 3.04		Records and Audits	8
ARTICLE IV		WARRANTIES AND COMPLIANCE		9
	Section 4.01		Disclaimer of Warranties	9
	Section 4.02		Compliance with Laws and Regulations	9
ARTICLE V		LIABILITY AND INDEMNIFICATION		10
	Section 5.01		Limitation of Liability	10
	Section 5.02		Indemnification	10
	Section 5.03		Indemnification Procedures	11
ARTICLE VI		TERMINATION		11
	Section 6.01		Termination	11
	Section 6.02		Effect of Termination	12
	Section 6.03		Force Majeure	13

ARTICLE VII		MANAGEMENT AND CONTROL		13
	Section 7.01		Cooperation	13
	Section 7.02		Required Consents	13
	Section 7.03		Primary Points of Contact for Agreement	14
	Section 7.04		Steering Committee	14
	Section 7.05		Personnel	14
	Section 7.06		No Agency	15
ARTICLE VIII		MISCELLANEOUS		15
	Section 8.01		Treatment of Confidential Information	15
	Section 8.02		Entire Agreement; Construction	15
	Section 8.03		Counterparts	15
	Section 8.04		Notices	15
	Section 8.05		Amendments; Consents; Waivers	16
	Section 8.06		Assignment	16
	Section 8.07		Successors and Assigns	16
	Section 8.08		Payment Terms	17
	Section 8.09		Subsidiaries	17
	Section 8.10		Third Party Beneficiaries	17
	Section 8.11		Title and Headings	17
	Section 8.12		Schedules	17
	Section 8.13		Governing Law	17
	Section 8.14		Dispute Resolution	17
	Section 8.15		Severability	17
	Section 8.16		Interpretation	17
	Section 8.17		No Waiver	18

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES 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, 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.

W I T N E S E T H:

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated the date hereof (the “Separation Agreement”); and

WHEREAS, pursuant to the Separation Agreement, certain services are to continue to be provided by each Party to the other Party after the Effective Date upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01    Certain Defined Terms.

(a)    Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.

(b)    The following capitalized terms used in this Agreement shall have the meanings set forth below:

(1)    “Business” means the Parent Retained Business or the SpinCo Business, as applicable.

(2)    “Change of Control” means, with respect to a Party, the occurrence after the Effective Date of any of the following: (a) the sale, conveyance or disposition, in one or a series of related transactions, of all or substantially all of the assets of such Party to a third party that is not an Affiliate of such Party prior to such transaction or the first of such related transactions; (b) the consolidation, merger or other business combination of a Party with or into any other Person, immediately following which the stockholders of the Party prior to such transaction fail to own in the aggregate the Majority Voting Power of the surviving Party in such consolidation, merger or business combination or of its ultimate publicly traded parent Person; or (c) a transaction or series of transactions in which any Person or “group” (as such term is used in Section 13(d) of the Exchange Act) acquires the Majority Voting Power of such Party (other than in a reincorporation or similar corporate transaction in which each of such Party’s stockholders own, immediately thereafter, interests in the new parent company in substantially the same percentage as such stockholder owned in such Party immediately prior to such transaction).

(3)    “Facilities” means those facilities, equipment and software (including any Additional Facilities) to be provided by each Party and its Group as identified on the schedules attached hereto as such schedules may be amended from time to time.

(4)    “Force Majeure” means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, storms, floods, riots, fires, sabotage, pandemics (including the novel coronavirus disease (“COVID-19”)), outbreaks of infectious disease or other public health crises, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure or interruption of networks or energy sources.

(5)    “Majority Voting Power” means a majority of the voting power in the election of directors of all outstanding voting securities of the Person in question.

(6)    “Parent Provider” means Parent or a Provider that is a member of the Parent Group.

(7)    “Provider” means the Party or its Affiliates providing a Service, an Additional Service, Facility or Additional Facilities under this Agreement.

(8)    “Provider Systems” means, with respect to each Service, the Information, IT Assets or Intellectual Property owned or controlled by Provider or any of its Affiliates that is required for Recipient’s use of the Services.

(9)    “Recipient” means the Party to whom a Service, an Additional Service, Facility or Additional Facilities is being provided under this Agreement.

(10)    “Recipient Systems” means, with respect to each Service, the Information, IT Assets or Intellectual Property owned or controlled by Recipient or any of its Affiliates that is required for Provider’s use of the Services.

(11)    “Services” means those services (including any Additional Services) to be provided the Parties and their respective Groups as identified on the schedules attached hereto as such schedules may be amended from time to time.

(12)    “SpinCo Provider” means SpinCo or a Provider that is a member of the SpinCo Group.

(13)    “SWNA” means SolarWinds North America, Inc., a wholly-owned subsidiary of Parent.

(14)    “SWI PH” means SolarWinds Software Asia Pte Ltd. Philippines Branch, a wholly-owned subsidiary of Parent.

ARTICLE II

SERVICES, FACILITIES AND DURATION

Section 2.01    Services; Facilities. Subject to and in accordance with the terms and conditions of this Agreement, from and after the Effective Time each Party, as a Provider, shall provide (or cause

to be provided) to the other Party, as a Recipient, its respective Services and Facilities as set forth on the schedules to this Agreement.

Section 2.02    Compliance with Laws. Each Party agrees to comply, and to cause its Group to comply, with all Laws applicable to the provision, receipt or use of the Services and Facilities.

Section 2.03    Duration of Services and Facilities. Subject to Section 6.01 hereof, each Party, as a Provider, shall provide or cause to be provided to the respective Recipient each Service or Facility until the expiration of the period set forth next to such Service or Facility on the applicable schedules hereto or, if no such period is provided with respect to a particular Service or Facility, on the first day prior to the second anniversary of the Effective Date (in each case, the “Term”); provided, however, to the extent that a Provider’s ability to provide a Service or Facility, as the case may be, is dependent on the Recipient’s provision of data, Services, Facilities or other resources, the Provider’s obligation to provide, or cause to be provided, such Service or Facility shall be suspended until such time as the dependencies are met or provided.

Section 2.04    Additional Services and Additional Facilities. If, within six (6) months after the Effective Date, either Party identifies a service or facilities, equipment or software not included on a schedule and that the other Party provided during the twelve-month period prior to the Effective Date that the Party reasonably needs in order for its Business to continue to operate in substantially the same manner in which the Business operated prior to the Effective Date, then each Party shall use commercially reasonable efforts to provide, or cause to be provided (on terms to be agreed upon), such requested services (such additional services, the “Additional Services”) and/or facilities, equipment or software (the “Additional Facilities”). The Parties shall amend, in a writing signed by both Parties, the appropriate schedule to include such Additional Services or Additional Facilities (including the terms thereof and the termination date with respect thereto, which, for clarity, shall be no later than the end of the Term) and such Additional Services and Additional Facilities shall be deemed Services or Facilities, as applicable. Accordingly, the Party requested to provide such Additional Services or Additional Facilities shall provide, or cause to be provided, such Additional Services or Additional Facilities in accordance with the terms and conditions of this Agreement.

Section 2.05    Exception to Obligation to Provide Services or Facilities. Notwithstanding anything in this Agreement to the contrary, no Provider shall be obligated to provide any Services or Facilities if the provision of such Services or Facilities would violate any Law or any currently existing Contract to which the Provider or its Group are subject; provided, however, that each Party shall comply with Section 7.02 in obtaining any Consents necessary to provide such Services or Facilities.

Section 2.06    Standard of the Provision of Services or Facilities. The provision of Services and Facilities shall be provided in a commercially reasonable manner with the nature, quality, standard of care and at levels substantially consistent with the levels at which the same or similar services or access were provided by the applicable Provider during the twelve-month period immediately preceding the Effective Date. All of a Provider’s Services and Facilities shall be for the sole use and benefit of the Recipient.

Section 2.07    Change in Services or Facilities.

(a)The Provider may from time to time reasonably supplement, modify, substitute or otherwise alter the Services and Facilities provided in a manner that does not materially adversely affect the quality or availability of Services or Facilities or increase the Service Charges to the Recipient of such Services or Facilities. Subject to Section 2.07(b) and Section 2.07(c), if any such change by the Provider reasonably requires the Recipient to incur an increase in costs and expenses, to continue to receive and utilize the applicable Services or Facilities, the Provider shall be required to reimburse the Recipient for all such reasonable increases in costs and expenses. Upon request, the Recipient shall provide the Provider with reasonable documentation, to the extent such documentation is in the Recipient’s possession or control, to support the calculation of such increase in costs and expenses.

(b)If a change in Laws applicable to the Provider or the Recipient requires the Provider to make a change to the Services or Facilities or reasonably to incur additional costs and expenses in connection with providing such Services or Facilities, the Provider shall advise the Recipient as soon as reasonably practicable of such additional costs and expenses. Upon request, the Provider shall provide the Recipient with reasonable documentation, to the extent such documentation is in the Provider’s possession or control, to support the calculation of such additional costs and expenses. The Provider and Recipient will work together in good faith and make such changes as reasonably necessary to minimize any such additional costs and expenses. Subject to the foregoing, the Recipient shall be responsible for any and all such reasonably-incurred additional costs and expenses.

(c)If the Provider is required to (i) increase staffing, (ii) acquire, lease or license additional facilities, equipment or software, (iii) engage in significant capital expenditures or (iv) apply for or obtain additional third party Consents (other than renewals of any preexisting permits, licenses or authorizations) (clauses (i) to (iv), collectively, the “Service Changes”) in order to accommodate an increase in the use or level of any Service or Facilities by the Recipient, then the Provider shall inform the Recipient in writing of the Service Change and propose a plan for implementing the Service Change, in all cases to the extent practicable, before incurring any costs or expenses resulting from such Service Change. The Parties shall negotiate in good faith and mutually agree to adjust or change the Services and/or Facilities, including the Service Charges, if necessary, before the Provider is required to undertake any Service Change. If the Parties determine that the Provider shall undertake such Service Change, then the Parties shall amend the appropriate schedule in writing to include such Service Changes, and the Service Changes shall be deemed Services or Facilities hereunder. Accordingly, the Party requested to provide such Services or Facilities as amended by the Service Changes shall provide such Services, or cause such Services to be provided, in accordance with the terms and conditions of this Agreement at the agreed upon cost.

(d)A Recipient may from time to time request a reduction in part of the scope or amount of any Service or Facility. If requested to do so by the Recipient, the Provider agrees to negotiate in good faith appropriate reductions to the relevant Service Charges in light of all

relevant factors including the costs and benefits to the Provider of any such reductions. The relevant schedule shall be updated to reflect any reduced Service or Facility agreed to in writing by the Parties. In the event that any Service or Facility is so reduced other than at the end of a month, the Service Charge associated with such Service or Facility for the month in which such Service or Facility is reduced shall be pro-rated accordingly.

Section 2.08    Subcontractors. A Provider may subcontract any of the Services or portion thereof to any other Person, including any Affiliate of the Provider; provided, however, that such other Person shall be subject to service standards and confidentiality provisions at least equivalent to those set forth herein, and such Provider shall in all cases remain primarily responsible for all of its obligations hereunder with respect to the Services provided by such subcontractor.

Section 2.09    Electronic Access. Each Party (the “Accessing Party”) agrees that, to the extent the other Party (the “Providing Party”) provides access to the Provider Systems or the Recipient Systems, as applicable, to the Accessing Party or the Accessing Party’s Affiliates in connection with the provision or receipt of Services hereunder, the Accessing Party shall, and shall cause its Affiliates to, use such Provider Systems or Recipient Systems, as applicable, only to the extent necessary to access such data, documents, drawings and computer software necessary to provide or receive the Services, and that such access and use shall be subject to such other restrictions on access or use as the Providing Party may reasonably require. The Accessing Party shall not, and shall not permit its Affiliates to, access any other data, documents, drawings or computer software, other than to such extent as may be required in order to use or receive the benefit of the Services (or as agreed in writing between the Parties). This restriction applies to viewing, approving and modifying of data. In providing and receiving information technology Services, the Providing Party shall have the right to implement, and the Accessing Party shall agree to and abide by, reasonable processes and controls under which there will be no greater threat to the Providing Party’s information technology operating environment than would exist in the absence of the provision or receipt of such Services, including: (i) requiring adherence to the Providing Party’s standard network security agreement, other policies directed to network security and other actions as are required to comply with Law; (ii) implementing technical and administrative safeguards to protect data and information, including industry-standard virus protection software, maintaining existing environments with respect to business continuation and disaster recovery and implementing disaster recovery plans; and (iii) providing, installing and maintaining network locations and telecommunications lines and equipment required to access such locations. The Parties shall, and shall cause their respective Providers to, exercise reasonable care in providing, accessing and using the Services and Facilities to prevent access to the Services and Facilities by unauthorized Persons.

Section 2.10    Telecommunications Matters. Notwithstanding any provision of this Agreement, the Parties acknowledge and agree that with respect to all telecommunications Services provided under this Agreement (as are specifically designated on the applicable portion of the schedule), each Provider is only acting to pass through such Services from the applicable telecommunications service vendor and shall not be deemed to be providing such telecommunications Services to Recipient or any of its Personnel.

Section 2.11    Intellectual Property License.

(a)Strictly in accordance with the terms of this Agreement and without affecting the rights and obligations of the Parties in the Separation Agreement and the Intellectual Property Matters Agreement, with respect to each of the Services:

(i)Each Recipient hereby grants to each Provider, and each Provider hereby accepts, a non-exclusive, non-transferable (subject to Section 8.07), worldwide right during the Term to access and use the Recipient Systems only to the extent necessary and for the sole purpose of performing the Provider’s obligations under this Agreement, and not for any other purpose; and

(ii)Each Provider hereby grants to each Recipient, and each Recipient hereby accepts, a non-exclusive, non-transferable (subject to Section 8.07), worldwide right during the Term to access and use the Provider Systems only to the extent necessary and for the sole purpose of performing the Recipient’s obligations under this Agreement, and not for any other purpose.

(b)For clarity, the limited rights to use the Recipient Systems and Provider Systems granted in this Section 2.11(a) for each of the Services will terminate at the end of the applicable Term and will under no circumstances survive the termination or expiration of this Agreement.

(c)Subject to the limited licenses in this Section 2.11, and unless the Parties expressly agree otherwise in the schedules to this Agreement or in a separate written agreement, each Party shall exclusively own any Intellectual Property that it creates, develops or invents in connection with the provision of any Services under this Agreement.

ARTICLE III

COSTS AND DISBURSEMENTS

Section 3.01    Costs and Disbursements.

(a)Each Recipient shall pay to the Provider a fee for the applicable Service or Facility as set forth therefor in the schedules, and with respect to an Additional Service or Additional Facility, the fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or Additional Facilities as agreed between the Parties (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that any monthly fee for a Service or Facility not provided or made available hereunder for a full month shall be prorated for the portion of such month provided or made available. Except as set forth on a schedule hereto, and subject to Section 2.07, during the Term, the amount of a Service Charge for any Services or Facilities shall not increase, except to the extent that there is an increase after the Effective Date in the costs actually incurred by the Provider in providing such Services or Facilities as a result of (i) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or Facilities (as compared to the rates or charges

underlying a Service Charge), or (ii) an increase in the payroll or benefits (including any retention payments) for any personnel used by the Provider in providing the Services or Facilities.

(b)Parent shall, or shall cause SWNA and SWI PH to, deliver invoices generated by Netsuite to SpinCo in accordance with the terms hereof, beginning with the period beginning on the Effective Date and ending July 31, 2021 and, thereafter, on a monthly basis, on or prior to fifteenth day following the end of each succeeding month (in accordance with the terms hereof) for the duration of this Agreement (or at such other frequency as is consistent with the basis on which the Service Charges are determined) in arrears for the Service Charges due under this Agreement, together with such supporting documentation for the costs set forth in such invoices as may reasonably be requested by SpinCo to enable SpinCo to allocate the costs set forth in such invoices. For the avoidance of doubt, (i) such invoice issued by SWNA shall set forth Service Charges by Parent or Parent Providers offset by the Service Charges by SpinCo or SpinCo Providers; (ii) such invoice issued by SWI PH shall include Service Charges by Parent or Parent Providers without an offset by the Service Charges by SpinCo or SpinCo Providers; and (iii) SpinCo shall not issue an invoice to Parent. To the extent the Service Charges by Parent or Parent Providers set forth on an invoice exceed the Service Charges by SpinCo or SpinCo Providers, Parent shall pay, or cause to be paid, the amount of such invoice in accordance with the terms hereof and to the extent the Service Charges by SpinCo or SpinCo Providers set forth on an invoice exceed the Service Charges by Parent or Parent Providers, SpinCo shall pay, or cause to be paid, the amount of such invoice in accordance with the terms hereof. Each Party shall pay, or cause to be paid, the amount of such invoice by wire transfer or check to the other Party (or its designees) within thirty (30) days of the date of such invoice; providedthat (i) any Contracts that prescribe other payment terms for any other individual Service or Facility shall continue to govern under the terms of such Contracts; and (ii) to the extent consistent with past practice with respect to Services or Facilities rendered outside the United States, payments may be required in local currency. If either Party fails to pay such amount by such date, such Party shall be obligated to pay to the other Party, in addition to the amount due, a late interest payment charge calculated at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment date, shall immediately begin to accrue and any such late payment interest charges shall become immediately due and payable in addition to the amount otherwise owed under this Agreement.

Section 3.02    No Right to Set-Off. Except as provided in Section 3.01(b), no Party shall be permitted to set-off, counterclaim or otherwise withhold any amount owed to the other Party under this Agreement on account of any obligation owed by the other Party that has not been finally adjudicated, settled or otherwise agreed upon by the Parties in writing; provided, however, that each Party shall be permitted to assert a set-off right with respect to any obligation that has been so finally adjudicated, settled or otherwise agreed upon by the Parties in writing against amounts owed by the other Party under this Agreement.

Section 3.03    Taxes. The Service Charges charged under this Agreement do not include any sales, use, value added, goods and services or similar Taxes (“Sales Taxes”) that may be imposed in connection with the Services or Facilities provided hereunder. In addition to the Service Charges, the Recipient shall pay and be responsible for and shall reimburse the Provider for any

Sales Taxes imposed in connection with any Services or Facilities provided to the Recipient hereunder; provided that the Recipient shall not be obligated to reimburse the Provider for such Sales Taxes if, and to the extent that, the Recipient has provided valid certificates or other applicable documentation that would eliminate or reduce the obligation of the Provider to collect and/or pay such Sales Taxes under Law; provided further, that the Provider shall identify separately, state on the invoice therefor, properly and timely collect from the Recipient, and remit as required by Law any such Sales Taxes, and shall provide a valid value added invoice for Taxes with respect to any such value added Sales Taxes, which invoice shall include information reasonably sufficient to verify that such Taxes have been paid or are payable in connection with the Services; and provided further, that each of the Recipient and the Provider shall be responsible for (a) any real or personal property Taxes on property it owns or leases; (b) franchise, margin, privilege and similar Taxes on its business; (c) the employment Taxes or contributions imposed on it or required from it with respect to its employees; and (d) Taxes based on its income, gross receipts or capital. Each Party shall cooperate and take any reasonably requested action in order to minimize any Sales Taxes, including providing any applicable sales and use Tax exemption certificates or other documentation necessary to support the characterization of Services and Facilities and any available explicit exemptions. Each Party agrees to provide to the other such information and data as reasonably requested from time to time and, at the request and expense of the requesting party, to fully cooperate, in connection with (i) the reporting of any Sales Taxes applicable to the Services; (ii) any audit relating to any such Sales Taxes; or (iii) any assessment, refund, claim or proceeding relating to any such Sales Taxes. The Recipient shall control any audit assessment, refund, claim, or proceeding in relation to such Sales Taxes. If the Recipient is required to withhold any Taxes from any amounts otherwise due and payable to the Provider pursuant to this Agreement, such amounts shall be timely remitted to the applicable taxing authority to the extent required by applicable Law and shall be treated for all purposes of this Agreement as having been paid to the relevant Person in respect of which such withholding was made.

Section 3.04    Records and Audits.

(a)Each Party shall, in accordance with applicable Law, maintain complete and accurate records of all books, records, receipts, invoices, reports, and other documents and information relating to the Services and Facilities provided under this Agreement in accordance with its standard accounting practices and procedures. The Provider shall retain such books, records, receipts, invoices and other documents and information and make them reasonably available, during ordinary business hours, to the Recipient and its auditors for a period of three (3) years from the close of each fiscal year of the Provider during which Services or Facilities were provided, for the purposes of verifying invoices submitted with respect to the provision of Services and Facilities or in connection with an external audit of the Recipient. As and when so reasonably requested by the Recipient for purposes of verifying invoices submitted to Recipient pursuant to Section 3.01, in connection with an external audit of the Recipient, or by a Governmental Entity, the

Provider will permit an inspection wherein the Provider will (a) make books and records concerning such invoices and the Services and Facilities available for inspection by such Persons as the Recipient designates as its authorized representatives; and (b) give Recipient’s authorized representatives reasonable access during regular business hours to facilities, officers, employees and other representatives of the Provider. If a third-party audit conducted by the Recipient determines that the Provider has overcharged the Recipient for Services or Facilities, Provider promptly will credit (or, if the Provider has ceased providing the relevant Services or Facilities such that the Recipient could not reasonably be expected to consume the credit balance under this Agreement, then the Provider promptly will refund) the Recipient for the amount of the overcharge plus interest thereon at a rate equal to the “Prime Rate” as reported on the date of payment in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the original payment date and the date the amount is credited or refunded. The costs of the audit will be borne by the Recipient, and upon request the audit may be made available to the Provider.

(b)With respect to each Service, unless otherwise requested in writing by the Recipient, for the duration that each Service is provided under this Agreement: (i) the Provider will continue to operate the controls and perform the corresponding testing for such Service in the same manner as is performed as of the date of this Agreement; and (ii) the Provider will ensure the Recipient specific transaction remain in testing populations for Service applicable controls, such that transactions will be eligible for selection and testing by the internal audit function in respect of the Sarbanes-Oxley Act of 2002. The Provider will promptly notify the Recipient of any control deficiencies or changes to controls. In the event that the Provider reasonably determines that look-back procedures will be required for audit testing exceptions, the Provider will provide the Recipient a reasonable opportunity to evaluate the impact of such procedures.

ARTICLE IV

WARRANTIES AND COMPLIANCE

Section 4.01    Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge and agree that the Services and Facilities are provided as-is, that the Recipients assume all risks and Liability arising from or relating to its use of and reliance upon the Services and the Facilities and each Party and their respective Providers make no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY AND THEIR RESPECTIVE PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES AND THE FACILITIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES AND FACILITIES FOR A PARTICULAR PURPOSE.

Section 4.02    Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY OF THE SERVICES THAT COULD BE CONSTRUED TO REQUIRE PROVIDER TO DELIVER SERVICES OR FACILITIES HEREUNDER IN SUCH A MANNER TO ALLOW A RECIPIENT TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF THE RECIPIENT.

ARTICLE V

LIABILITY AND INDEMNIFICATION

Section 5.01    Limitation of Liability.

(a)    NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (BUT WITHOUT LIMITING SECTION 5.02 OR SECTION 5.03), NEITHER PARTY NOR ANY MEMBER OF ITS GROUP SHALL HAVE ANY OBLIGATION OR LIABILITY TO THE OTHER WITH RESPECT TO THE MATTERS CONTEMPLATED BY THIS AGREEMENT, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OPPORTUNITY COSTS, WHETHER FORESEEABLE OR NOT, EXCEPT, IN EACH CASE, TO THE EXTENT ASSESSED IN CONNECTION WITH (I) A THIRD PARTY CLAIM WITH RESPECT TO WHICH A PERSON AGAINST WHICH SUCH DAMAGES ARE ASSESSED IS ENTITLED TO INDEMNIFICATION HEREUNDER; OR (II) SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(b)    IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PROVIDER UNDER OR WITH RESPECT TO THIS AGREEMENT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID TO THE PROVIDER UNDER THIS AGREEMENT FOR THE PROVISION OF THE SERVICES AND FACILITIES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH INDEMNITY OBLIGATION AROSE; (II) THE INCREMENTAL COST OF SUCH PARTY PERFORMING OR OBTAINING THE SERVICE OR FACILITY; OR (III) THE INCREMENTAL COST OF SUCH PARTY OBTAINING THE SERVICE OR FACILITY FROM A THIRD PARTY.

Section 5.02    Indemnification.

(a)    Each Party, in its capacity as a Provider and on behalf of each member of its Group in its capacity as a Provider, shall indemnify, defend, and hold harmless the other Party, in its capacity as a Recipient and each member of the other Party’s Group (the “Recipient Indemnitees”) from and against any and all Indemnifiable Losses of the Recipient Indemnitees to the extent based upon, related to, arising out of or otherwise in connection

with any Services or Facilities provided by the Provider Group to the extent such Indemnifiable Losses result from or arise out of the Provider Group’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services or Facilities or (iii) gross negligence, recklessness or willful misconduct.

(b)    Each Party, in its capacity as a Recipient and on behalf of each member of its Group in its capacity as a Recipient, shall indemnify, defend and hold harmless the other Party, in its

capacity as Provider and each member of the other Party’s Group (the “Provider Indemnitees”) from and against all Indemnifiable Losses of the Provider Indemnitees except to the extent such Indemnifiable Losses are based upon, related to, result from or arise out of the Provider Group’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services or Facilities, or (iii) gross negligence, recklessness or willful misconduct.

(c)    The provisions of Section 5.02(a) and Section 5.02(b) shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Provider Indemnitees and the Recipient Indemnitees, as applicable, for any Indemnifiable Losses, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement; provided, however, that nothing in the foregoing shall limit the right of a Party to seek specific performance pursuant to Section 8.3 of the Separation Agreement.

Section 5.03    Indemnification Procedures. The provisions of Sections 6.4, 6.5, 6.7 and 6.8 of the Separation Agreement shall govern any claims for indemnification under this Agreement; provided, that, for purposes of this Section 5.04, in the event of any conflict between the provisions of Sections 6.4, 6.5, 6.7 and 6.8 of the Separation Agreement and this Article V, the provisions of this Agreement shall control.

ARTICLE VI

TERMINATION

Section 6.01    Termination.

(a)    This Agreement may be terminated by a Party then not in breach of its obligations hereunder if the other Party is in material breach of this Agreement (unless the occurrence or materiality of such breach is subject to a good faith dispute between the Parties) and such breach is not corrected within thirty (30) days of a written notice of such breach from the non-breaching Party.

(b)    Without prejudice to any rights with respect to a Force Majeure:

(i)    in a Recipient may from time to time terminate this Agreement with respect to any Service or Facility: (A) for any reason or no reason upon providing at least thirty (30) days’ prior written notice of such termination to the Provider (unless a shorter or longer notice period is specified in the schedules to this Agreement or in a third

party agreement to provide Services or Facilities) or (B) if the Provider has failed to perform any of its material obligations under this Agreement with respect to such Service or Facility, and such failure shall continue uncured for a period of thirty (30) days after receipt by the Provider of written notice of such failure (unless such failure is subject to a good faith dispute between the Parties); or

(ii)    a Provider may terminate this Agreement with respect to one or more Services or Facilities, in whole but not in part, at any time upon providing at least sixty (60) days’ prior written notice to the Recipient, if the Recipient has failed to perform

any of its material obligations under this Agreement relating to such Services or Facilities, and such failure shall continue uncured for a period of thirty (30) days after receipt by Recipient of a written notice of such failure (unless such failure is subject to a good faith dispute between the Parties). The relevant schedule shall be updated to reflect any terminated Service or Facility. In the event that the effective date of the termination of any Service or Facility is a day other than at the end of a month, the Service Charge associated with such Service or Facility shall be pro-rated accordingly.

(c)    Except as may be provided in the schedules to the Agreement, no advance notice shall be required to terminate any Service or Facility in connection with the expiration of the Service or Facility as set forth in the schedules to this Agreement.

Section 6.02    Effect of Termination.

(a)    Upon termination of any Service or Facility in accordance with the terms of this Agreement, the Provider shall have no further obligation to provide the terminated Service or Facility, and the Recipient shall have no obligation to pay any Service Charges relating to any such Service or Facility; provided that the Recipient shall remain obligated to the Provider for the Service Charges owed and payable in respect of Services or Facilities provided prior to the effective date of termination; provided further, that (i) to the extent costs and expenses are incurred by a Provider in connection with Recipient’s request to terminate or reduce Services or Facilities, the Recipient shall be obligated to pay for costs resulting from termination or reduction and (ii) to the extent costs and expenses are incurred by the Recipient in connection with the Provider’s request to terminate or reduce Services and Facilities, the Provider shall be obligated to pay for costs resulting from such termination or reduction.

(b)    The Parties acknowledge and agree that (a) there may be interdependencies among the Services and Facilities being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service or Facility that a Party is seeking to terminate or reduce and (ii) a Party’s ability to provide or receive a particular Service or Facility would be adversely affected by the termination or suspension of another Service or Facility; and (c) if such interdependencies exist, the Parties shall negotiate in good faith to amend any such impacted Services or Facilities, which amendment shall be consistent with the terms of comparable Services or Facilities.

(c)    In connection with the termination of any Service or Facility, the provisions of this Agreement not relating solely to such terminated Service or Facility shall survive any such termination, and in connection with a termination of this Agreement, Article I, Article IV, Article V, this Article VI, Article VII, Article VIII, and Liability for all due and unpaid Service Charges shall continue to survive indefinitely.

Section 6.03    Force Majeure.

(a)    No Party (or any Person acting on its behalf) shall have any Liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that (i) such Party shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations; and (ii) the nature, quality and standard of care of the Services and/or Facilities provided by the Provider after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides prior thereto. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause.

(b)    If, as a result of a Force Majeure, a suspension of Services or Facilities shall continue or be expected to continue for a period of at least thirty (30) days, during the period thereof, the Recipient shall be (i) entitled to seek at Recipient’s cost an alternative provider of such Services or Facilities, (ii) entitled to permanently terminate such Services or Facilities and (iii) relieved of the obligation to pay Service Charges for the provision of such Services or Facilities throughout the duration of such Force Majeure and, in the event of termination, thereafter.

ARTICLE VII

MANAGEMENT AND CONTROL

Section 7.01    Cooperation.

(a)    During the Term, each Party shall use its commercially reasonable efforts to cooperate with the other Party with respect to the provision of Services and Facilities and in responding to such the other Party’s reasonable requests for information related thereto. Neither Party shall knowingly take, directly or indirectly, any action which would substantially interfere with or increase the cost to the other Party of providing, receiving, accessing or enjoying the use of any of the Services or Facilities. Without limiting the foregoing, each Party shall provide the other Party (upon a showing of legitimate business purpose) with reasonable access to records and personnel related to the Services and Facilities.

(b)    To the extent the Parties or a member of their respective Group have entered into any third-party Contracts in connection with any of the Services or Facilities, the Recipient shall comply with the terms of such Contracts to the extent consistent with the terms of this Agreement.

Section 7.02    Required Consents. Each Party, as a Provider, shall use commercially reasonable efforts to obtain any and all third party Consents necessary or advisable to allow such Party to provide the Services and Facilities; provided, however, that the costs of such Consents shall be paid by the Recipient. Each Party shall provide written evidence of receipt of any required Consents to the other Party upon such other Party’s request.

Section 7.03    Primary Points of Contact for Agreement.

(a)    Appointment and Responsibilities. Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement (the “Transition Manager”). Each Party’s Transition Manager shall have overall responsibility for coordinating, on behalf of such Party, all activities undertaken by such Party hereunder, including the performance of obligations hereunder, the coordination of the provision and receipt of Services and Facilities, acting as a day-to-day contact with the other Party and making available to the other Party the data, facilities, resources and other support required by the other Party to be able to provide or receive the Services and Facilities, all in accordance with the requirements of this Agreement. Each Party may replace its Transition Manager from time to time upon written notice to the other Party. Each Party shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice to the other Party of any such change.

(b)    Review Meetings. The Transition Managers shall meet at least monthly to review each Party’s performance under this Agreement and the provision and receipt of the Services and Facilities.

Section 7.04    Steering Committee. Each Party shall appoint four (4) persons (one of whom will always be such Party’s Transition Manager) to serve on a steering committee (the “Steering Committee”) to oversee the Parties’ performance of their respective obligations under this Agreement and the provision and receipt of the Services and Facilities. Either Party may change its Steering Committee members from time to time upon written notice to the other Party. In addition, the Parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee in an effort for the Providers to further the purposes of this Agreement. The Steering Committee shall meet once a month or at such other frequency as mutually agreed by the Parties.

Section 7.05    Personnel.

(a)    The Provider of any Service or Facility shall make available to the Recipient of such Service or Facility such personnel as may be reasonably necessary to provide such Service or Facility, in accordance with such Provider’s standard business practices. Subject to Section 7.05(c), the Provider shall have the right, in its reasonable discretion, to (i)

designate which personnel it will assign to provide such Service or Facility, and (ii) remove and replace such personnel at any time.

(b)    The Provider of any Service or Facility shall be solely responsible for all salary, employment and other benefits of and Liabilities relating to the employment or contracting of Persons employed or contracted by such Provider. Subject to Section 7.05(c), in performing their respective duties hereunder, all employees and other representatives of a Provider shall be under the sole direction, control and supervision of such Provider, and such Provider shall have the sole right to exercise all authority with respect to such Persons (including the termination, assignment and compensation thereof).

(c)    With respect to those Persons listed on Schedule 7.05(c), each Provider shall use commercially reasonable efforts to inform the Recipient prior to the removal, replacement, termination of employment or resignation of any employee or other personnel assigned to the provision of Services or Facilities, and the Parties shall consult in good faith with respect thereto to ensure the uninterrupted performance of the Parties’ obligations hereunder. If any such change by a Provider causes the Recipient to incur costs and expenses to continue to receive and utilize the Services or Facilities in the same manner and quality as prior to such change, the Provider shall be required to reimburse the Recipient for all such reasonable costs and expenses.

Section 7.06    No Agency. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any party acting as an agent of another unaffiliated party in the conduct of such other party’s business. Each Party shall act as an independent contractor and not as the agent of the other Party in performing its obligations under this Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.01    Treatment of Confidential Information.

(a)    The provisions of Section 7.6 of the Separation Agreement shall govern the treatment of Confidential Information hereunder.

(b)    Each Party shall comply in all material respects with all applicable state, federal and foreign import-export and privacy, security and data protection Laws that are or that may in the future be applicable to the provision of Services or Facilities hereunder.

Section 8.02    Entire Agreement; Construction. This Agreement, including the schedules, and the Separation Agreement and other Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any schedule hereto, the schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.

Section 8.03    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 8.04    Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.04):

To Parent:

SolarWinds Corporation

7171 Southwest Parkway

Building 400

Austin, Texas

Attn: Parent Transition Manager and General Counsel

Email: general_counsel@solarwinds.com

To SpinCo:

N-able, Inc.

301 Edgewater Dr., Suite 306

Wakefield, Massachusetts 01880

Attn: SpinCo Transition Manager and General Counsel

Email: general_counsel@n-able.com

Section 8.05    Amendments; Consents; Waivers. No amendment or other modification of this Agreement or any schedule hereto shall be effective unless in a writing signed and delivered by both Parties hereto. Any consent or waiver required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent or waiver and shall be effective only against such Party (and its Group).

Section 8.06    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) a Subsidiary of a Party, or (ii) a bona fide unaffiliated third party in connection with a Change of Control of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or otherwise;providedhowever that, unless otherwise agreed by the non-assigning Party or in connection with a Change of Control of a Party as described above, no assignment permitted by

this Section 8.06 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

Section 8.07    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 8.08    Payment Terms. Without the consent of the party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Parent or SpinCo under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg.

Section 8.09    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 8.10    Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 8.11    Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 8.12    Schedules. The schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 8.13    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 8.14    Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement. The Parties agree that the SpinCo Transition Manager and the Parent Transition Manager shall be designated to negotiate any dispute arising out of this Agreement in accordance with Section 8.1 of the Separation Agreement.

Section 8.15    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the

invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8.16    Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “dollar” or “$” contained herein are to United States Dollars (unless otherwise specified). The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

Section 8.17    No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Signature Page Follows.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

SOLARWINDS CORPORATION
By:	/s/ J. Barton Kalsu
Name:	J. Barton Kalsu
Title:	Executive Vice President, Chief
Financial Officer
N-ABLE, INC.
By:	/s/ John Pagliuca
Name:	John Pagliuca
Title:	President, Chief Executive Officer

EX-10.2

Exhibit 10.2

Execution Version

TAX MATTERS AGREEMENT

by and between

SOLARWINDS CORPORATION

and

N-ABLE, INC.

Dated as of July 16, 2021

TABLE OF CONTENTS

ARTICLE I     DEFINITIONS	2
Section 1.1     General	2
ARTICLE II      PAYMENTS OF ORDINARY COURSE AND TAX REFUNDS	7
Section 2.1     U.S. Federal Income Tax Relating to Joint Returns.	7
Section 2.2     U.S. Federal Income Tax Relating to Separate Returns.	7
Section 2.3     U.S. State Tax Relating to Joint Returns	8
Section 2.4     U.S. State Tax Relating to Separate Returns.	8
Section 2.5     Foreign Tax Relating to Joint Returns.	8
Section 2.6     Foreign Tax Relating to Separate Returns.	8
Section 2.7     SpinCo’s Liability for Ordinary Course Taxes.	8
Section 2.8     Straddle Periods.	8
Section 2.9     Transfer Taxes.	8
Section 2.10     Allocation of Employment Taxes	8
Section 2.11     Tax Refunds.	8
Section 2.12     Prior Agreements	9
ARTICLE III     PREPARATION AND FILING OF TAX RETURNS	9
Section 3.1     Parent’s Responsibility	9
Section 3.2     SpinCo’s Responsibility	9
Section 3.3     Right To Review Tax Returns	9
Section 3.4     Cooperation.	10
Section 3.5     Tax Reporting Practices	10
Section 3.6     Payment of Taxes.	10
Section 3.7     Amended Returns and Carrybacks.	10
Section 3.8     Tax Attributes.	11
Section 3.9     New Gain Recognition Agreements.	11
ARTICLE IV     TAX-DEFERRED STATUS OF THE CONTRIBUTION AND DISTRIBUTION	11
Section 4.1     Representations and Warranties.	11
Section 4.2     Restrictions Relating to the Distribution.	12
ARTICLE V      INDEMNITY OBLIGATIONS	14
Section 5.1     Indemnity Obligations.	14
Section 5.2     Indemnification Payments.	14
Section 5.3     Payment Mechanics.	14
Section 5.4     Treatment of Payments.	15
ARTICLE VI     TAX CONTESTS	15

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Section 6.1     Notice.	15
Section 6.2     Separate Returns.	15
Section 6.3     Joint Return	15
Section 6.4     Obligation of Continued Notice.	15
Section 6.5     Settlement Rights.	16
ARTICLE VII      COOPERATION	16
Section 7.1     General.	16
Section 7.2     Consistent Treatment	17
ARTICLE VIII     RETENTION OF RECORDS; ACCESS	17
Section 8.1     Retention of Records	17
Section 8.2     Access to Tax Records	17
ARTICLE IX     DISPUTE RESOLUTION	18
ARTICLE X      MISCELLANEOUS PROVISIONS	18
Section 10.1     Entire Agreement; Conflicting Agreements.	18
Section 10.2     Interest on Late Payments	18
Section 10.3     Successors	18
Section 10.4     Application to Present and Future Subsidiaries	18
Section 10.5     Assignability	19
Section 10.6     No Fiduciary Relationship	19
Section 10.7     Further Assurances	19
Section 10.8     Survival.	19
Section 10.9     Notices	19
Section 10.10     Effective Date	20
Section 10.11     Counterparts	20
Section 10.12     Consents; Waivers	20
Section 10.13     Third Party Beneficiaries.	20
Section 10.14     Title and Headings..	20
Section 10.15     Governing Law.	20
Section 10.16     Severability.	20
Section 10.17     Interpretation	20
Section 10.18     No Waiver..	20

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TAX MATTERS AGREEMENT

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”).

R E C I T A L S

WHEREAS, the Board has determined that it is appropriate, desirable and in the best interests of Parent and its stockholders to separate Parent into two separate, publicly traded companies, one for each of (i) the Parent Retained Business, which shall be owned and conducted by the Parent Group and (ii) the SpinCo Business, which shall be owned and conducted, directly or indirectly, by the SpinCo Group;

WHEREAS, in furtherance of the separation, the Board authorized the Internal Reorganization;

WHEREAS, following the completion of the Internal Reorganization, the Contribution, the SpinCo Financing Cash Distribution and the Internal Distributions, Parent shall cause the Distribution Agent to transfer pro rata to the Record Holders, in accordance with the Distribution Ratio, all of the issued and outstanding shares of SpinCo Common Stock owned by Parent and cash (such transfer being the “Distribution”) on the terms and conditions set forth in the Separation Agreement;

WHEREAS, SpinCo has been incorporated for these purposes and has not engaged in activities except those incidental to its formation and in preparation for the Distribution;

WHEREAS, for U.S. federal income tax purposes, the Contribution, the SpinCo Financing Cash Distribution and the First Internal Distribution, taken together, are intended to qualify as a reorganization under Section 368(a)(1)(D) of the Code to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies, and each subsequent Internal Distribution and the Distribution, are each intended to qualify as a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies; and

WHEREAS, the Parties desire to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes and (b) set forth certain covenants and indemnities relating to the preservation of the tax-deferred status of the Contribution and Distribution.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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ARTICLE I

DEFINITIONS

Section 1.1.General. As used in this Agreement, the following terms shall have the following meanings:

(1) “Affiliate” shall have the meaning set forth in the Separation Agreement.

(2)“Agreement” shall have the meaning set forth in the preamble hereto.

(3)“Ancillary Agreement” shall have the meaning set forth in the Separation Agreement.

(4)“Arbitral Tribunal” shall have the meaning set forth in the Separation Agreement.

(5)“Change of Control” shall have the meaning set forth in the Separation Agreement.

(6)“Controlling Party” shall mean, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Section 6.2 and 6.3 of this Agreement.

(7)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(8)“Dispute” shall have the meaning set forth in the Separation Agreement.

(9)“Distribution” shall have the meaning set forth in the recitals.

(10)“Distribution Date” shall have the meaning set forth in the Separation Agreement.

(11)“Employee Matters Agreement” shall have the meaning set forth in the Separation Agreement.

(12)“Employment Tax” shall mean those Liabilities (as defined in the Separation Agreement) for Taxes which are allocable pursuant to the provisions of the Employee Matters Agreement.

(13)“Federal Income Tax” shall mean any Tax imposed by Subtitle A of the Code other than an Employment Tax, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(14)“Final Determination” shall mean the final resolution of liability for any Tax for any taxable period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period, (c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

(15)“Foreign Tax” shall mean any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States

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possession, other than any Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(16)“Gain Recognition Agreement” shall mean any gain recognition agreement within the meaning of Treasury Regulation Section 1.367(a)-8(b)(iv).

(17)“Group” shall mean either the SpinCo Group or the Parent Group, as the context requires.

(18)“Income Tax” shall mean any federal, state, local or Foreign Tax determined by reference to income, gains, net worth, gross receipts, or any Taxes imposed in lieu of such a Tax.

(19)“Indemnifying Party” shall have the meaning set forth in Section 5.2.

(20)“Indemnitee” shall have the meaning set forth in Section 5.2.

(21)“Internal Reorganization” shall have the meaning set forth in the Separation Agreement.

(22) “IRS” shall mean the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

(23)“Joint Return” shall mean any Tax Return that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the SpinCo Group.

(24)“Law” shall have the meaning set forth in the Separation Agreement.

(25)“Non-Controlling Party” shall mean, with respect to a Tax Contest, the Party that is not entitled to control such Tax Contest pursuant to Section 6.2 and 6.3 of this Agreement.

(26)“Parent” shall have the meaning set forth in the preamble hereto.

(27)“Parent Affiliated Group” shall mean an affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which a member of the Parent Group is a member.

(28)“Parent Common Stock” shall have the meaning set forth in the Separation Agreement.

(29)“Parent Federal Consolidated Income Tax Return” shall mean any U.S. Federal Income Tax Return for a Parent Affiliated Group.

(30)“Parent Group” shall mean Parent and each Person that is a Subsidiary of Parent (other than SpinCo and any other member of the SpinCo Group).

(31)“Parent Retained Business” shall have the meaning set forth in the Separation Agreement.

(32)“Parent Separate Return” shall mean any Tax Return of or including any member of the Parent Group (including any consolidated, combined or unitary return) that does not include any member of the SpinCo Group.

(33)“Parties” shall mean the parties to this Agreement.

(34)“Past Practices” shall have the meaning set forth in Section 3.5.

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(35)“Person” shall have the meaning set forth in the Separation Agreement.

(36)“Post-Distribution Period” shall mean any taxable period (or portion thereof) beginning after the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period beginning after the Distribution Date.

(37)“Pre-Distribution Period” shall mean any taxable period (or portion thereof) ending on or before the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date.

(38)“Prohibited Acts” shall have the meaning set forth in Section 4.2.

(39)“Proposed Acquisition Transaction” shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Common Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise fifty percent (50%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

(40)“Reasonable Basis” shall mean reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

(41)“Record Date” shall have the meaning set forth in the Separation Agreement.

(42)“Refund” shall mean any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund

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of Taxes; provided, however, that the amount of any refund of Taxes shall be net of any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such refund, including any Taxes imposed by way of withholding or offset.

(43) “Responsible Party” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

(44)“Section 336(e) Election” has the meaning set forth in Section 3.08.

(45)“Separate Return” shall mean a Parent Separate Return or a SpinCo Separate Return, as the case may be.

(46)“Separation Agreement” shall have the meaning set forth in the preamble hereto.

(47)“SpinCo” shall have the meaning set forth in the preamble hereof.

(48)“SpinCo Business” shall have the meaning set forth in the Separation Agreement.

(49)“SpinCo Common Stock” shall have the meaning set forth in the Separation Agreement.

(50)“SpinCo Group” shall mean SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time.

(51)“SpinCo Separate Return” shall mean any Tax Return of, or including, any member of the SpinCo Group (including any consolidated, combined or unitary return) that does not include any member of the Parent Group.

(52)“Straddle Period” shall mean any taxable year or other taxable period that begins on or before the Distribution Date and ends after the Distribution Date.

(53)“State Tax” means any Tax imposed by any state of the United States or by any political subdivision of any such state, other than Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(54)“Subsidiary” shall have the meaning set forth in the Separation Agreement.

(55)“Tax” or “Taxes” shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or non-United States Taxing Authority, including, without limitation, income, gross receipts, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, , payroll, withholding, social security, unemployment, disability, value added, alternative or add-on minimum, unclaimed property or escheat or other taxes, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

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(56)“Tax Attribute” shall mean net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

(57)“Tax Certificates” shall mean any certificates of officers of Parent and SpinCo, provided to DLA Piper LLP (US) or Ernst & Young LLP, or any other law or accounting firm in connection with any Tax Opinion issued in connection with the Internal Reorganization or Distribution.

(58)“Tax Contest” shall have the meaning set forth in Section 6.1.

(59)“Tax-Deferred Status of the Contribution, the SpinCo Financing Cash Distribution, the Internal Distributions and Distribution” shall mean with respect to the Contribution, the SpinCo Financing Cash Distribution and the First Internal Distribution, taken together, treatment as reorganization under Section 368(a)(1)(D) of the Code to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies, in which the distributing corporation does not recognize any gain or loss pursuant to Section 361 and, with respect to each subsequent Internal Distribution and the Distribution, treatment as a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies, in which the distributing corporation does not recognize any gain or loss pursuant to Section 355(c) of the Code.

(60)“Tax Item” shall mean any item of income, gain, loss, deduction, or credit.

(61)“Tax Law” shall mean the law of any Taxing Authority or political subdivision thereof relating to any Tax.

(62)“Tax Materials” shall have the meaning set forth in Section 4.1(a).

(63)“Tax Opinion” shall mean any written opinion of DLA Piper LLP (US) or Ernst &Young LLP, to the effect that the Contribution, the SpinCo Financing Cash Distribution and the First Internal Distribution, taken together, should, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a reorganization under Section 368(a)(I)(D) of the Code to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies, and each subsequent Internal Distribution and the Distribution, should, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies.

(64)“Tax Period” means, with respect to any Tax, the period for which the Tax is reported or required to be reported as provided under the Code or other applicable Law.

(65)“Tax Records” shall have the meaning set forth in Section 8.1.

(66)“Tax-Related Losses” shall mean (i) all accounting, legal and other professional fees, and court costs incurred in connection with Taxes, as well as any other out-of-pocket costs incurred in connection with Taxes; and (ii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any of its Affiliates) or SpinCo (or any of its Affiliates) in respect of the liability of shareholders, whether paid to stockholders or to

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the IRS or any other Taxing Authority, in each case, resulting from the failure of the Tax-Deferred Status of the Transactions or other failure of the tax treatment described in the Tax Opinion.

(67)“Tax Return” shall mean any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

(68)“Taxing Authority” shall mean any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

(69)“Transfer Taxes” means any stamp, sales, use, gross receipts, value added, goods and services, harmonized sales, land transfer or other transfer Taxes imposed in connection with the Internal Reorganization or the Contribution and Distribution. For the avoidance of doubt, Transfer Taxes shall not include any income or franchise Taxes payable in connection with the Internal Reorganization or the Contribution and Distribution.

(70)“Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant tax period.

(71)“Unqualified Tax Opinion” shall mean the written opinion at a “will” level of assurance, without substantive qualifications, of a nationally recognized Law or accounting firm, to the effect that a transaction will not affect the Tax-Deferred Status of the Contribution, the SpinCo Financing Cash Distribution and the First Internal Distribution, taken together, as well as each of the subsequent Internal Distributions and Distribution

ARTICLE II

PAYMENTS OF ORDINARY COURSE AND TAX REFUNDS

Section 2.1U.S. Federal Income Tax Relating to Joint Returns. Parent shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.2U.S. Federal Income Tax Relating to Separate Returns.

(a)Parent shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)SpinCo shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

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Section 2.3U.S. State Tax Relating to Joint Returns. Parent shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.4U.S. State Tax Relating to Separate Returns.

(a)Parent shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)SpinCo shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.5Foreign Tax Relating to Joint Returns. Parent shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.6Foreign Tax Relating to Separate Returns.

(a)Parent shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)SpinCo shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.7SpinCo’s Liability for Ordinary Course Taxes. Except as provided in Sections 2.2, 2.2, 2.3, 2.4, 2.5 and 2.6, SpinCo and each SpinCo Affiliate shall be jointly and severally liable for (i) all Taxes attributable to any and all members of the SpinCo Group or the SpinCo Business, in each case for any and all Post-Distribution Periods.

Section 2.8Straddle Periods. For purposes of Sections 2.1 through 2.6, in the case of any Straddle Period, (i) property Taxes and exemptions, allowances or deductions that are calculated on an annualized basis shall be apportioned between the Pre-Distribution Period and the Post-Distribution Period on a daily pro-rata basis and (ii) all other Taxes shall be apportioned between the Pre-Distribution Period and the Post-Distribution Period on a closing of the books basis as of the close of business on the Distribution date.

Section 2.9Transfer Taxes. Parent and SpinCo shall each be liable for one-half of any Transfer Taxes. The parties shall cooperate in good faith to minimize the amount of any Transfer Taxes and obtain any Refunds thereof.

Section 2.10Allocation of Employment Taxes. Liability for Employment Taxes shall be determined pursuant to the Employee Matters Agreement.

Section 2.11Tax Refunds.

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(a)Parent shall be entitled to all Refunds related to Taxes the liability for which is allocated to Parent pursuant to this Agreement.

(b)SpinCo shall be entitled to all Refunds related to Taxes the liability for which is allocated to SpinCo pursuant to this Agreement.

(c)Parent or SpinCo, as applicable, shall pay to the other party any Refund received by Parent or SpinCo or any member of the Parent Group or SpinCo Group, as applicable, that is allocable to the other party pursuant to this Section 2.11 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Section 2.11(b), any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

Section 2.12Prior Agreements. Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Parent Group and any member of the SpinCo Group shall be terminated with respect to the SpinCo Group and the Parent Group as of the Distribution Date. No member of either the SpinCo Group or the Parent Group shall have any continuing rights or obligations under any such agreement.

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

Section 3.1Parent’s Responsibility. Parent shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Joint Returns and all Parent Separate Returns.

Section 3.2SpinCo’s Responsibility. SpinCo shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Parent is required to prepare and file under Section 3.1. The Tax Returns required to be prepared and filed by SpinCo under this Section 3.2 shall include any SpinCo Separate Returns.

Section 3.3Right To Review Tax Returns. To the extent that the positions taken on any Tax Return (other than a Joint Return) would reasonably be expected to materially adversely affect a Tax position of the Party (or such Party’s Affiliates) other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Parent Retained Business or the SpinCo Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return, and shall modify such portion of such Tax Return before filing to include

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the Reviewing Party’s reasonable comments, provided, however, that nothing herein shall prevent the Preparing Party from timely filing any such Tax Return.

Section 3.4Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Article VIII.

Section 3.5Tax Reporting Practices. With respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which SpinCo is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by SpinCo; and (ii) that, to the extent consistent with clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. SpinCo shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, SpinCo shall not be permitted, and shall not permit any member of the SpinCo Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

Section 3.6Payment of Taxes.

(a)With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Party shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any Taxes due in respect of any such Tax Return.

(b)In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.

Section 3.7Amended Returns and Carrybacks.

(a)SpinCo shall not, and shall not permit any member of the SpinCo Group to, file or allow to be filed any request for an adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes for any Pre-Distribution Period or Straddle Period without the prior written consent of Parent, such consent to be exercised in Parent’s sole discretion.

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(b)SpinCo shall, and shall cause each member of the SpinCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a taxable period or portion thereof ending on or before the Distribution Date.

(c)SpinCo shall not, and shall cause each member of the SpinCo Group not to, without the prior written consent of Parent, make any affirmative election to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a taxable period or portion thereof ending on or before the Distribution Date, such consent to be exercised in Parent’s sole discretion.

(d)Receipt of consent by SpinCo or a member of the SpinCo Group from Parent pursuant to the provisions of this Section 3.7 shall not limit or modify SpinCo’s continuing indemnification obligation pursuant to Article V.

Section 3.8Tax Attributes.

(a)Parent shall in good faith advise SpinCo in writing of the amount, if any of any Tax Attributes, which Parent determines, in its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Group under applicable law. SpinCo and all members of the SpinCo Group shall prepare all Tax Returns in accordance with such written notice, except as otherwise required pursuant to a Final Determination. SpinCo agrees that it shall not dispute Parent’s allocation or apportionment of Tax Attributes.

(b)Section 336(e) Election. In the event that Parent determines (in its sole discretion) that a protective election under Section 336(e) of the Code (a “Section 336(e) Election”) shall be made with respect to any of the Internal Distributions or the Distribution, SpinCo shall (and shall cause its relevant Affiliates to) join with Parent (or its relevant Affiliate) in the making of that election and shall take any action reasonably requested by Parent or that is otherwise necessary to effect such election.

Section 3.9New Gain Recognition Agreements.    SpinCo shall not (i) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (ii) permit any member of the SpinCo Group to take any such action, (iii) fail to take any action, or (iv) permit any member of the SpinCo Group to fail to take any action, in each case that would cause SolarWinds or any member of the SolarWinds Group to recognize gain under any Gain Recognition Agreement. In addition, SpinCo shall file, and shall cause any member of the SpinCo Group to file, any Gain Recognition Agreement reasonably requested by SolarWinds which Gain Recognition Agreement is determined by SolarWinds to be necessary so as to (i) allow for or preserve the tax-free or tax-deferred nature, in whole or part, of any Separation Transaction, or (ii) avoid SolarWinds or any member of the SolarWinds Group recognizing gain under any Gain Recognition Agreement.

ARTICLE IV

TAX-DEFERRED STATUS OF THE CONTRIBUTION AND DISTRIBUTION

Section 4.1Representations and Warranties.

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(a)Parent, on behalf of itself and all other members of the Parent Group, hereby represents and warrants that (i) it has examined the Tax Opinions, the Tax Certificates and any other materials delivered or deliverable in connection with the rendering of the Tax Opinions (collectively, the “Tax Materials”) and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Parent or any member of the Parent Group or the Parent Retained Business, were, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Parent, on behalf of itself and all other members of the Parent Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Parent or any member of the Parent Group or the Parent Retained Business.

(b)SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby represents and warrants that (i) it has examined the Tax Materials and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to SpinCo or any member of the SpinCo Group or the SpinCo Business, were, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to SpinCo or any member of the SpinCo Group or the SpinCo Business.

(c)Each of Parent, on behalf of it itself and all other members of the Parent Group, and SpinCo, on behalf of itself and all other members of the SpinCo Group represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Contribution and Distribution to be other than the Tax-Deferred Status of the Contribution and Distribution.

(d)Each of Parent, on behalf of it itself and all other members of the Parent Group, and SpinCo, on behalf of itself and all other members of the SpinCo Group represents and warrants that it has no plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials.

Section 4.2Restrictions Relating to the Distribution.

(a)SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby covenants and agrees that no member of the SpinCo Group will take, fail to take, or to permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Opinion, the Tax Certificates, or (ii) any action which adversely affects or could reasonably be expected to adversely affect the Tax-Deferred Status of the Contribution and Distribution.

(b)During the period which begins with the Distribution Date and ends two (2) years thereafter, SpinCo:

(i)shall continue and cause to be continued the active conduct of the SpinCo Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution,

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(ii)shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is treated as a liquidation for U.S. federal income tax purposes),

(iii)shall not, in a single transaction or series of transactions, sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to it or any of its Affiliates pursuant to the Contribution or sell or transfer 50% or more of the gross assets of the SpinCo Business or 50% or more of its consolidated net or gross assets (such percentages to be measured based on fair market value as of the Distribution Date), and

(iv)shall not (1) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock, (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4) merge or consolidate with any other Person or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Certificates) which in the aggregate would, when combined with any other direct or indirect changes in ownership of SpinCo capital stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a fifty percent (50%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series or would reasonably be expected to result in a failure to preserve the Tax-Deferred Status of the Contribution and Distribution.

(c)Notwithstanding the restrictions imposed by Section 4.2(a) and (b), SpinCo or a member of the SpinCo Group may take any of the actions or transactions described therein if SpinCo either (i) obtains an Unqualified Tax Opinion in form and substance reasonably satisfactory to Parent or (ii) obtains the prior written consent of Parent waiving the requirement that SpinCo obtain an Unqualified Tax Opinion, such waiver to be provided in Parent’s sole and absolute discretion. Parent’s evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. SpinCo shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Parent for all reasonable out-of-pocket expenses that Parent or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Parent’s waiver of SpinCo’s obligation to deliver an Unqualified Tax Opinion shall limit or modify SpinCo’s continuing indemnification obligation pursuant to Article V.

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ARTICLE V

INDEMNITY OBLIGATIONS

Section 5.1Indemnity Obligations.

(a)Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, and (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement.

(b)Without regard to whether an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the SpinCo Group pursuant to this Agreement and (iii) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.11(a).

(c)To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Section 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Parent and SpinCo according to relative fault.

Section 5.2Indemnification Payments.

(a)Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.

(b)If, as a result of any change or redetermination made with respect to Article II, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than five (5) Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

Section 5.3Payment Mechanics.

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(a)Subject to Section 10.6, all payments under this Agreement shall be made by Parent directly to SpinCo and by SpinCo directly to Parent; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4.

(b)In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Section 5.4.Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by law, for all Federal Income Tax purposes as either (i) a non-taxable contribution by Parent to SpinCo, or (ii) a distribution by SpinCo to Parent, in each case, made immediately prior to the Distribution.

ARTICLE VI

TAX CONTESTS

Section 6.1Notice. Each Party shall notify the other Party in writing within ten (10) days after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Taxes for which the other Party may be liable pursuant to this Agreement, and thereafter shall promptly forward or make available to such Party copies of notices and communications relating to such Tax Contest.

Section 6.2Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Section 6.3Joint Return. In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Section 6.4Obligation of Continued Notice. During the pendency of any Tax Contest or threatened Tax Contest, each of the Parties shall provide prompt notice to the other Party of any written communication received by it or a member of its respective Group from a Taxing Authority regarding any Tax Contest for which it is indemnified by the other Party hereunder or for which it

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may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Taxing Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Taxing Authority in respect of any such matters. Such notice shall be provided in a reasonably timely fashion; provided, however, that in the event that timely notice is not provided, a Party shall be relieved of its obligation to indemnify the other Party only to the extent that such delay results in actual increased costs or actual prejudice to such other Party.

Section 6.5Settlement Rights. Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; and (iii) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

ARTICLE VII

COOPERATION

Section 7.1General.

(a)Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate, with all reasonable requests in writing from the other Party, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of any Tax Return, claims for Refunds, the conduct of any Tax Contest, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation, at each Party’s own cost:

(i)the provision of any Tax Returns of either Party or any member of either Party’s Group, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

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(ii)the execution of any document (including any power of attorney) in connection with any Tax Contest of either Party or any member of either Party’s Group, or the filing of a Tax Return or a Refund claim of either Party or any member of either Party’s Group;

(iii)the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and

(iv)the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of either Party or any member of either Party’s Group.

Each Party shall make its employees and facilities available, without charge, on a mutually convenient basis to facilitate such cooperation.

Section 7.2Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (b) the Tax Opinion, or (c) the Tax treatment of any transaction included in the Internal Reorganization as set forth in the Separation and Distribution Agreement.

ARTICLE VIII

RETENTION OF RECORDS; ACCESS

Section 8.1Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Tax law, but in any event until the later of (i) sixty (60) days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof) and (ii) seven years after the Distribution Date, the Parties shall retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “Tax Records”) in respect of Taxes of any member of either the Parent Group or the SpinCo Group for any Pre-Distribution Period, Straddle Period, or Post-Distribution Period or for any Tax Contests relating to such Tax Returns.

Section 8.2Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any professional fees.

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ARTICLE IX

DISPUTE RESOLUTION

In the event of any Dispute between the Parties as to the interpretation, performance, nonperformance, validity or breach of any provision of this Agreement or otherwise arising out of, or in any way related to, this Agreement or the transaction contemplated by this Agreement (a “Tax Dispute”) shall be resolved exclusively pursuant to the procedures set forth in Article VIII of the Separation Agreement; provided, however, that in any Tax Dispute (x) the Tax departments of the Parties shall also participate in the negotiations set forth in Section 8.1 of the Separation Distribution Agreement and (y) the Arbitral Tribunal referenced in Section 8.2 of the Separation Agreement shall be comprised of Tax counsels or accountants of recognized national standing. Nothing in this Article IX will prevent any Party from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Dispute through the procedures set forth in Article VIII of the Separation Agreement could result in serious and irreparable injury to such Party. Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Ancillary Agreement, Parent and SpinCo are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of Parent and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1Entire Agreement; Conflicting Agreements. This Agreement, the Separation Agreement and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Separation Agreement, this Agreement shall control with respect to the subject matter thereof (except Section 2.8(f) and Section 2.8(g) of the Separation Agreement).

Section 10.2Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

Section 10.3Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto, to the same extent as if such successor had been an original party to this Agreement.

Section 10.4Application to Present and Future Subsidiaries. This Agreement is being entered into by Parent and SpinCo on behalf of themselves and the members of their respective Group. This Agreement shall constitute a direct obligation of each such Party and shall be deemed to have been readopted and affirmed on behalf of any entity that becomes a Subsidiary of Parent or SpinCo in the future.

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Section 10.5Assignability. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, but without limiting any other provision of this Agreement (including Section 4.2), this Agreement shall be assignable to (i) a Subsidiary of a Party, or (ii) a bona fide unaffiliated third party in connection with a Change of Control of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or otherwise; provided, however that, unless otherwise agreed by the non-assigning Party or in connection with a Change of Control of a Party as described above, no assignment permitted by this Section 10.5 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

Section 10.6No Fiduciary Relationship. The duties and obligations of the Parties, and their respective successors and permitted assigns, contained herein are the extent of the duties and obligations contemplated by this Agreement; nothing in this Agreement is intended to create a fiduciary relationship between the Parties hereto, or any of their successors and permitted assigns, or create any relationship or obligations other than those explicitly described.

Section 10.7Further Assurances. Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

Section 10.8Survival. Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants and obligations contained in this Agreement shall survive until the expiration of the applicable statute of limitations with respect to any such matter (including extensions thereof).

Section 10.9Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.10:

If to Parent, to:

SolarWinds Corporation

7171 Southwest Parkway

Building 400

Austin, Texas

Attn: General Counsel

Email: general_counsel@solarwinds.com

If to SpinCo, to:

N-able, Inc.

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301 Edgewater Dr., Suite 306

Wakefield, Massachusetts 01880

Attn: General Counsel

Email: general_counsel@n-able.com

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 10.10Effective Date. This Agreement shall become effective only upon the occurrence of the Distribution.

Section 10.11Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 10.12Consents; Waivers. Any consent or waiver required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent or waiver and shall be effective only against such Party (and its Group).

Section 10.13Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 10.14Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 10.15Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 10.16Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid illegal or unenforceable provisions.

Section 10.17Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing the instrument to be drafted.

Section 10.18No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under the Separation Agreement or the other Ancillary Agreements shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

SOLARWINDS CORPORATION
By:	/s/ J. Barton Kalsu
Name: J. Barton Kalsu
Title: Executive Vice President, Chief Financial Officer
N-ABLE, INC.
By:	/s/ John Pagliuca
Name: John Pagliuca
Title: President, Chief Executive Officer

EX-10.3

Exhibit 10.3

Execution Version

EMPLOYEE MATTERS AGREEMENT

by and between

SOLARWINDS CORPORATION

and

N-ABLE, INC.

Dated as of July 16, 2021

TABLE OF CONTENTS

		Page
ARTICLE I     DEFINITIONS AND INTERPRETATION		1
	Section 1.1     General	1
	Section 1.2     References; Interpretation	7
ARTICLE II     GENERAL PRINCIPLES		7
	Section 2.1     Nature of Liabilities	7
	Section 2.2     Transfers of Employees and Independent Contractors Generally	8
	Section 2.3     Assumption and Retention of Liabilities Generally	9
	Section 2.4     Treatment of Compensation and Benefit Arrangements; Terms of Employment	9
	Section 2.5     Participation in Parent Benefit Arrangements	10
	Section 2.6     Service Recognition	10
	Section 2.7     Collective Bargaining Agreements	10
	Section 2.8     Information and Consultation	11
	Section 2.9     WARN	11
	Section 2.10   Non-U.S. Jurisdictions	11
ARTICLE III     CERTAIN BENEFIT PLAN PROVISIONS		11
	Section 3.1     Health and Welfare Benefit Plans	11
	Section 3.2     U.S. Savings Plans	12
	Section 3.3     Non-U.S. Plans.	12
	Section 3.4     Treatment of Certain Plans	12
	Section 3.5     Chargeback of Certain Costs	13
ARTICLE IV     EQUITY INCENTIVE AWARDS		13
	Section 4.1     Treatment of Parent Stock Options	13
	Section 4.2     Treatment of Parent Time-Based Restricted Stock Units	14
	Section 4.3     Treatment of Parent Performance Stock Units	14
	Section 4.4     Treatment of Parent Time-Based Restricted Stock	14
	Section 4.5     Treatment of Parent Performance-Based Restricted Stock	15
	Section 4.6     SpinCo Stock Plan	16
	Section 4.7     General Terms	16
ARTICLE V     ADDITIONAL MATTERS		19
	Section 5.1     Cash Incentive Programs	19
	Section 5.2     Time-Off Benefits	19
	Section 5.3     Workers’ Compensation Liabilities	20

	Section 5.4     COBRA and HIPAA Compliance in the United States	20
	Section 5.5     Retention Bonuses	20
	Section 5.6     Code Section 409A	20
	Section 5.7     Payroll Taxes and Reporting	20
	Section 5.8     Regulatory Filings	20
	Section 5.9     Disability	21
	Section 5.10   Certain Requirements	21
ARTICLE VI     GENERAL AND ADMINISTRATIVE		22
	Section 6.1     Employer Rights	22
	Section 6.2     Effect on Employment	22
	Section 6.3     Consent of Third Parties	22
	Section 6.4     Access to Employees	22
	Section 6.5     Beneficiary Designation/Release of Information/Right to Reimbursement	22
	Section 6.6     No Third Party Beneficiaries	23
	Section 6.7     No Acceleration of Benefits	23
	Section 6.8     Employee Benefits Administration	23
ARTICLE VII     MISCELLANEOUS		23
	Section 7.1     Entire Agreement	23
	Section 7.2     Counterparts	23
	Section 7.3     Survival of Agreements	23
	Section 7.4     Notices	23
	Section 7.5     Waivers	24
	Section 7.6     Assignment	24
	Section 7.7     Successors and Assigns	24
	Section 7.8     Termination and Amendment	24
	Section 7.9     Subsidiaries	24
	Section 7.10     Title and Headings	25
	Section 7.11     Governing Law	25
	Section 7.12     Severability	25
	Section 7.13     Interpretation	25
	Section 7.14     No Duplication; No Double Recovery	25
	Section 7.15     No Waiver	25
	Section 7.16     No Admission of Liability	25

EMPLOYEE MATTERS AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, Parent, acting through its direct and indirect Subsidiaries, currently conducts the Parent Retained Business and the SpinCo Business;

WHEREAS, the Board of Directors of Parent (the “Board”) has determined that it is appropriate, desirable and in the best interests of Parent and its stockholders to separate Parent into two separate, publicly traded companies, one for each of (i) the Parent Retained Business, which shall be owned and conducted, directly or indirectly, by Parent and its Subsidiaries (other than SpinCo and its Subsidiaries) and (ii) the SpinCo Business, which shall be owned and conducted, directly or indirectly, by SpinCo and its Subsidiaries, in the manner contemplated by the Separation and Distribution Agreement by and between the Parties, dated as of July 16, 2021 (the “Separation Agreement”); and

WHEREAS, pursuant to the Separation Agreement, Parent and SpinCo have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs between them and to address certain other employment-related matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1    General.

(a)    Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.

(b)    As used in this Agreement, the following terms shall have the following meanings:

(1)    “Accrued Incentive Amount” shall mean, with respect to SpinCo Employees and SpinCo Independent Contractors, the amount accrued by Parent in respect of the SpinCo Employees and SpinCo Independent Contractors under any cash incentive compensation and sales commission programs applicable to the SpinCo Employees and SpinCo Independent Contractors and unpaid as of the date on which the employment or services of the SpinCo Employees or the SpinCo Independent Contractors is transferred to SpinCo.

(2)    “Agreement” shall have the meaning set forth in the Preamble.

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(3)    “Automatic Transfer Employees” shall mean, with respect to SpinCo Employees, any SpinCo Employee, where local employment Laws, including the Transfer Regulations, provide for an automatic transfer of such employees to a member of the SpinCo Group by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement; and shall mean, with respect to Parent Employees, any Parent Employee, where local employment Laws, including the Transfer Regulations, provide for an automatic transfer of such employees to a member of the Parent Group by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement.

(4)    “Benefit Arrangement” shall mean each Benefit Plan and Benefit Policy.

(5)    “Benefit Plan” shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit or other fringe benefit (whether or not taxable), that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation plans, policies, programs and arrangements.

(6)    “Benefit Policy” shall mean, with respect to an entity, each plan, program, arrangement, agreement or commitment that is a vacation pay or other paid or unpaid leave policy or practice sponsored or maintained by such entity (or to which such entity contributes or is required to contribute) or in which it participates.

(7)    “Board” shall have the meaning set forth in the Recitals.

(8)    “Collective Bargaining Agreements” shall mean all agreements with the Employee Representatives of SpinCo Employees, including all national or sector specific collective agreements which are applicable to SpinCo Employees, in each case in effect immediately prior to the date on which the applicable SpinCo Employees become employed by a member of the SpinCo Group, that set forth terms and conditions of employment of SpinCo Employees, and all modifications of, or amendments to, such agreements and any rules, procedures, awards or decisions of competent jurisdiction interpreting or applying such agreements.

(9)    “Delayed Transfer Date” shall mean, with respect to SpinCo Employees, the date on which it is determined by Parent that a Delayed Transfer SpinCo Employee is permitted to transfer to SpinCo; and shall mean, with respect to Parent Employees,

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the date on which it is determined by SpinCo that a Delayed Transfer Parent Employee is permitted to transfer to Parent.

(10)    “Delayed Transfer SpinCo Employee” shall mean any SpinCo Employee whose employment is not eligible to be transferred to a member of the SpinCo Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) the SpinCo Employee being on a disability, workers’ compensation or similar leave, (iii) a delay in a transferring or obtaining a visa in order to work for a member of the SpinCo Group, or (iv) a delay in setting up SpinCo operations in a particular jurisdiction sufficient to employ such SpinCo Employee.

(11)    “Delayed Transfer Parent Employee” shall mean any Parent Employee whose employment is not eligible to be transferred to a member of the Parent Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) the Parent Employee being on a disability, workers’ compensation or similar leave, (iii) a delay in a transferring or obtaining a visa in order to work for a member of the Parent Group, or (iv) a delay in setting up Parent operations in a particular jurisdiction sufficient to employ such Parent Employee.

(12)    “Employee Representative” shall mean, with respect to SpinCo Employees, any works council, employee representative, trade union, labor or management organization, group of employees or similar representative body for SpinCo Employees; and shall mean, with respect to Parent Employees, any works council, employee representative, trade union, labor or management organization, group of employees or similar representative body for Parent Employees.

(13)    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(14)    “Final Trading Day” shall mean the last Trading Session ending prior to the Effective Time.

(15)    “Former SpinCo Service Provider” shall mean (i) any individual who would qualify as a SpinCo Employee or SpinCo Independent Contractor, but whose employment or service with Parent or any of its Subsidiaries or controlled Affiliates terminated for any reason prior to the date on which such individual’s employment or service would otherwise have transferred to SpinCo pursuant to this Agreement and (ii) any former employee, independent contractor or consultant of Parent or any of its Subsidiaries or controlled Affiliates who was exclusively or primarily engaged in a SpinCo Former Business at the time either (x) such business was sold, conveyed, assigned, transferred or otherwise disposed of or divested (in whole or in part) to a Person that is not a member of the SpinCo Group or the Parent Group or (y) the operations, activities or production of which were discontinued, abandoned, completed or otherwise terminated (in whole or in part).

(16)    “Non-Automatic Transfer Employees” shall mean any SpinCo Employee or Parent Employee who is not an Automatic Transfer Employee.

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(17)    “Non-U.S. Plans” shall have the meaning set forth in Section 3.3.

(18)    “Parent” shall have the meaning set forth in the Preamble.

(19)    “Parent Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to by any member of the Parent Group (other than any SpinCo Benefit Arrangement) for the benefit of a SpinCo Employee.

(20)    “Parent Common Stock” shall mean the common stock of Parent, par value $0.001 per share.

(21)    “Parent Employee” shall mean each employee of Parent or any of its Subsidiaries or controlled Affiliates who does not qualify as a SpinCo Employee.

(22)    “Parent Employee Stock Purchase Plan” shall mean the Parent 2018 Employee Stock Purchase Plan.

(23)    “Parent Equity Awards” shall mean, collectively, Parent Options, Parent Performance-Based Restricted Stock Awards, Parent Time-Based Restricted Stock Awards and Parent Time-Based Restricted Stock Unit Awards.

(24)    “Parent Equity Award Holder” shall mean each current or former Parent Employee, contractor, advisor, director or consultant, who in each case, is not a Spinco Employee who was issued a Parent Equity Award (as applicable) prior to the Effective Time.

(25)    “Parent Independent Contractor” shall mean each independent contractor of Parent or any of its Subsidiaries or controlled Affiliates who does not qualify as a SpinCo Employee.

(26)    “Parent Option” shall mean an option to purchase shares of Parent Common Stock granted pursuant to one of the Parent Stock Plans.

(27)    “Parent Performance-Based Restricted Stock Award” shall mean an award granted by Parent pursuant to the Parent Stock Plans, as amended, that was denominated as “Restricted Stock” under the terms of such plan and the related award agreement and vests either partially or solely based on performance metrics, in each case, solely to the extent that such stock remains unvested at the Effective Time.

(28)    “Parent Ratio” shall mean the quotient obtained by dividing the Parent Stock Value by the Post-Separation Parent Stock Value.

(29)    “Parent Stock Plans” shall mean, collectively, (i) the Parent 2018 Equity Incentive Plan, as amended, and the Parent 2016 Equity Plan, as well as the restricted stock unit awards assumed in connection with acquisitions of VividCortex, Inc. and SAManage Ltd.

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(30)    “Parent Stock Value” shall mean the per share closing trading price of Parent Common Stock trading “regular way” on the NYSE on the Final Trading Day.

(31)    “Parent Time-Based Restricted Stock Award” shall mean an award granted by Parent pursuant to the Parent Stock Plans, as amended, that was denominated as “Restricted Stock” under the terms of such plan and the related award agreement and vests solely based on the continued employment or service of the recipient, in each case, solely to the extent that such stock remains unvested at the Effective Time.

(32)    “Parent Time-Based Restricted Stock Unit Award” shall mean an award granted by Parent pursuant to the Parent Stock Plans, as amended, that was denominated as a “Restricted Stock Unit Award” under the terms of such plan and the related award agreement and vests solely based on the continued employment or service of the recipient.

(33)    “Parent U.S. Savings Plans” shall mean the SolarWinds WorldWide 401(k) Plan and any other defined contribution retirement plan maintained by Parent or any of its controlled Affiliates (other than a member of the SpinCo Group) that is intended to be qualified under Section 401(a) of the Code.

(34)    “Parent Welfare Plans” shall mean the SolarWinds WorldWide Employee Benefits Plan and any other Welfare Plan that is sponsored and maintained by Parent or any member of the Parent Group.

(35)    “Party” and “Parties” shall have the meanings set forth in the Preamble.

(36)    “Post-Separation Parent Stock Value” shall mean the average of the volume weighted average per share price of one share of Parent Common Stock on the NYSE for each of the five consecutive Trading Sessions immediately after the Effective Time.

(37)    “Separation Agreement” shall have the meaning set forth in the Recitals.

(38)    “SpinCo” shall have the meaning set forth in the Preamble.

(39)    “SpinCo Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to exclusively by one or more members of the SpinCo Group.

(40)    “SpinCo Common Stock” shall mean the common stock of SpinCo, par value $0.001 per share.

(41)    “SpinCo Employee” shall mean each individual who is employed by Parent or any of its Subsidiaries or controlled Affiliates as of the date on which Parent determines to transfer the employment of applicable individuals to SpinCo and who Parent determines as of such date is either (i) exclusively or primarily engaged in the SpinCo Business or (ii) necessary for the ongoing operation of the SpinCo Business

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following the Effective Time, in each case regardless of whether any such employee is actively at work or is not actively at work as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal Law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence.

(42)    “SpinCo Equity Awards” shall mean, collectively, SpinCo Options and SpinCo Time-Based Restricted Stock Unit Awards.

(43)    “SpinCo ESPP” shall have the meaning set forth in Section 4.3.

(44)    “SpinCo Independent Contractor” shall mean each individual who is engaged as an independent contractor or consultant by Parent or any of its Subsidiaries or controlled Affiliates as of the date on which Parent determines to transfer, assign or novate the contracts of service of applicable individuals, as applicable, to SpinCo and who Parent determines as of such date is either (i) exclusively or primarily engaged in the SpinCo Business or (ii) necessary for the ongoing operation of the SpinCo Business following the Effective Time.

(45)    “SpinCo Option” shall have the meaning set forth in Section 4.1(b)(1).

(46)    “SpinCo Ratio” shall mean the quotient obtained by dividing Parent Stock Value by the SpinCo Stock Value.

(47)    “SpinCo Restricted Stock” shall have the meaning set for in Section 4.3(a).

(48)    “SpinCo Stock Plan” shall have the meaning set forth in Section 4.3.

(49)    “SpinCo Stock Value” shall mean the average of the volume weighted average per share price of one share of SpinCo Common Stock on the NYSE for each of the five consecutive Trading Sessions immediately after the Effective Time.

(50)    “SpinCo Time-Based Restricted Stock Unit Award” shall have the meaning set forth in Section 4.2(b).

(51)    “SpinCo U.S. Savings Plans” shall have the meaning set forth in Section 3.2(a).

(52)    “SpinCo Welfare Plans” shall mean any Welfare Plan maintained by SpinCo or any member of the SpinCo Group.

(53)    “Trading Session” shall mean the period of time during any given calendar day, commencing with the determination of the opening price on the NYSE and ending with the determination of the closing price on the NYSE, in which trading in Parent Common Stock or SpinCo Common Stock (as applicable) is permitted on the NYSE.

(54)    “Transfer Regulations” shall mean (i) all Laws of any EU Member State implementing the EU Council Directive 2001/23/EC of 12 March 2001 on the

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approximation of the Laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (the “Acquired Rights Directive”) and legislation and regulations of any EU Member State implementing such Acquired Rights Directive, and (ii) any similar Laws in any jurisdiction providing for an automatic transfer, by operation of Law, of employment in the event of a transfer of business.

(55)    “Welfare Plan” shall mean, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision and mental health and substance use disorder), disability benefits, or life, accidental death and disability, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement or adoption assistance programs or cashable credits.

Section 1.2    References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Parent” shall also be deemed to refer to the applicable member of the Parent Group, references to “SpinCo” shall also be deemed to refer to the applicable member of the SpinCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Parent or SpinCo shall be deemed to require Parent or SpinCo, as the case may be, to cause the applicable members of the Parent Group or the SpinCo Group, respectively, to take, or refrain from taking, any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1    Nature of Liabilities. All Liabilities assumed or retained by a member of the Parent Group under this Agreement shall be Parent Retained Liabilities for purposes of the Separation

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Agreement. All Liabilities assumed or retained by a member of the SpinCo Group under this Agreement shall be SpinCo Liabilities for purposes of the Separation Agreement.

Section 2.2    Transfers of Employees and Independent Contractors Generally.

(a)    Subject to the requirements of applicable Law, through and until immediately before the Effective Time, Parent shall use its reasonable best efforts to (i) cause the employment of any SpinCo Employee and the contract of services of any SpinCo Independent Contractor to be transferred to a member of the SpinCo Group and (ii) cause the (a) employment of any individual who is employed by a member of the SpinCo Group but does not qualify as a SpinCo Employee and (b) the contract of services between any independent contractor or consultant that does not qualify as a SpinCo Independent Contractor and a member of the SpinCo Group to be transferred to a member of the Parent Group.

(b)    Parent shall use its reasonable best efforts to (i) cause each Automatic Transfer Employee who is a SpinCo Employee to be employed by a member of the SpinCo Group no later than the Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and SpinCo agrees to take all actions reasonably necessary to cause such Automatic Transfer Employees to be so employed, and (ii) cause each Automatic Transfer Employee who is a Parent Employee to be employed by a member of the Parent Group no later than the Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable. SpinCo shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee who is a SpinCo Employee prior to the Effective Time to become employed by a member of the SpinCo Group effective as of no later than the Effective Time, or as of the applicable Delayed Transfer Date, if applicable; providedthat if SpinCo fails to make such qualifying offer of employment to such Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by SpinCo and is terminated by Parent as a result, then SpinCo shall reimburse Parent in accordance with Section 2.3(c) for any severance or other termination costs incurred by Parent in connection with such termination of employment; and provided, further, that, to the extent any SpinCo Employee in the Philippines is a Delayed Transfer SpinCo Employee, SpinCo is not required to make a qualifying offer of employment in accordance with Section 2.4 on or prior to the Effective Time with respect to each Non-Automatic Transfer Employee located in the Philippines who is a SpinCo Employee, as long as such qualifying offer of employment is made prior to the applicable Delayed Transfer Date for each such SpinCo Employee. Parent shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee who is a Parent Employee prior to the Effective Time to become employed by a member of the Parent Group effective as of no later than the Effective Time, or as of the applicable Delayed Transfer Date, if applicable; providedthat if Parent fails to make such qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Parent and is terminated as a result, any liability arising from such termination shall remain with the Parent Group.

(c)    The Parent Group and SpinCo Group agree to execute, and to seek to have the applicable SpinCo Employees and Parent Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

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Section 2.3    Assumption and Retention of Liabilities Generally.

(a)    Except as pursuant to this Agreement, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Effective Time, Parent shall, or shall cause one or more members of the Parent Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Parent Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Parent Employees and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Parent Group under this Agreement.

(b)    Except as pursuant to this Agreement, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Effective Time, SpinCo shall, or shall cause one or more members of the SpinCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all SpinCo Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all SpinCo Employees, Former SpinCo Service Providers and SpinCo Independent Contractors and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the SpinCo Group under this Agreement.

(c)    The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or such Party’s Group that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Group.

(d)    Notwithstanding anything set forth in this Agreement to the contrary, to the extent that any provision of this Agreement would require any member of the SpinCo Group or the Parent Group to assume any Liability or otherwise perform any obligation in respect of a Delayed Transfer Employee that will be transferred to an entity in their respective group, such assumption or performance shall not occur or otherwise become effective until the Delayed Transfer Date applicable to such Delayed Transfer Employee.

Section 2.4    Treatment of Compensation and Benefit Arrangements; Terms of Employment. Except as otherwise (i) required by a Collective Bargaining Agreement; (ii) required by the Transfer Regulations or applicable Law, or (iii) expressly provided for in this Agreement, for a period of twelve (12) months following the Effective Time (or if shorter, during the period of employment), SpinCo shall, or shall cause a member of the SpinCo Group to provide or cause to be provided to each SpinCo Employee (A) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such SpinCo Employee immediately prior to the Effective Time, (B) subject to Section 5.1, a cash incentive or sales commission opportunity no less favorable than the cash incentive or sales commission opportunity in effect for such SpinCo Employee, if any, immediately prior to the Effective Time, and (C) health, welfare and retirement benefits that are substantially similar to those provided to such

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SpinCo Employee immediately prior to the Effective Time (without regard to any defined benefit pension plan benefits for SpinCo Employees based in the United States). Notwithstanding the foregoing and except as otherwise set forth in Article IV, nothing contained in this Agreement shall require SpinCo to make any grants of equity awards relating to shares of SpinCo Common Stock to SpinCo Employees following the Effective Time.

Section 2.5    Participation in Parent Benefit Arrangements. Effective no later than the Effective Time, (i) SpinCo and each member of the SpinCo Group, to the extent applicable, shall cease to be a participating company in any Parent Benefit Arrangement and (ii) each SpinCo Employee shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any Parent Benefit Arrangement, (except to the extent of previously accrued obligations that remain a Liability of any member of the Parent Group, pursuant to this Agreement).

Section 2.6    Service Recognition.

(a)    Effective no later than the Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Benefit Arrangement for such SpinCo Employee’s prior service with any member of the Parent Group or SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Parent Benefit Arrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits.

(b)    Except as scheduled on Exhibit 1 or to the extent prohibited by applicable Law, on or as soon as administratively practicable after the Effective Time, (i) SpinCo shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Welfare Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Parent Welfare Plan, and (ii) SpinCo shall provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.

Section 2.7    Collective Bargaining Agreements.

(a)    Notwithstanding anything in this Agreement to the contrary, Parent and SpinCo shall, to the extent required by applicable Law, take or cause to be taken all actions that are necessary (if any) for Parent or a member of the Parent Group and SpinCo or a member of the SpinCo Group to continue to maintain or to assume and honor any Collective Bargaining Agreements and any pre-existing collective bargaining relationships (in each case including obligations that arise in respect of the period both before and after the date of employment by the SpinCo Group) in respect of any Parent Employees or SpinCo Employees, respectively, and any Employee Representatives.

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(b)    Effective no later than the Effective Time, SpinCo shall, or shall cause a member of the SpinCo Group to, continue to maintain or to assume and honor, to the extent required by applicable Law, all Collective Bargaining Agreements and pre-existing collective bargaining relationships (in each case including obligations that arise in respect of the period both before and after the date of a SpinCo Employee’s employment by the SpinCo Group) that are applicable to any SpinCo Employee.

(c)    Nothing in this Agreement is intended to alter the provisions of any Collective Bargaining Agreement or modify in any way the obligations of the Parent Group or the SpinCo Group to any Employee Representative or any other person as described in such agreement.

Section 2.8    Information and Consultation. The Parties shall comply with all requirements and obligations to inform, consult or otherwise notify any SpinCo Employees, Parent Employees or Employee Representatives, as applicable, in relation to the transactions contemplated by this Agreement and the Separation Agreement, whether required pursuant to any Collective Bargaining Agreement, the Transfer Regulations or other applicable Law.

Section 2.9    WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act of 1988, or any other foreign, federal, state, or local law or legal requirement addressing mass employment separations.

Section 2.10    Non-U.S. Jurisdictions. Except as expressly set forth herein, the provisions of this Agreement shall apply in respect of all jurisdictions wherever situated; provided, however, that to the extent of any Ancillary Agreement or any exhibit or appendix attached hereto or thereto, the terms of such Ancillary Agreement, exhibit or appendix shall govern in respect of matters relating to employees employed in the applicable jurisdiction. Parent shall have the authority to (i) adjust the treatment described in this Agreement (including any appendix attached hereto) or an Ancillary Agreement with respect to SpinCo Employees who are located outside of the United States in order to address different plans or benefits not addressed herein or to address applicable plans and benefits in a manner appropriate to the jurisdiction, (ii) ensure compliance with the applicable laws or regulations of countries outside of the United States, and (iii) preserve the tax benefits provided under local tax law or regulation prior to the Effective Time.

ARTICLE III

CERTAIN BENEFIT PLAN PROVISIONS

Section 3.1    Health and Welfare Benefit Plans.

(a)    (i) Effective no later than the Effective Time, the participation of each SpinCo Employee who is a participant in a Parent Welfare Plan shall automatically cease and (ii) SpinCo shall or shall cause a member of the SpinCo Group to have in effect, no later than the earlier of the date of cessation described in subsection (i) above or the Business Day immediately prior to the Effective Time, SpinCo Welfare Plans providing health and welfare benefits for the benefit of each SpinCo Employee with terms that are substantially similar to those

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provided to the applicable SpinCo Employee immediately prior to the date on which such SpinCo Welfare Plans become effective.

Section 3.2    U.S. Savings Plans.

(a)    (i) Effective no later than the Effective Time, Parent shall cause a member of the SpinCo Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each SpinCo Employee who participated in a Parent U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “SpinCo U.S. Savings Plans”), with terms that are substantially similar to those provided by the applicable Parent U.S. Savings Plan immediately prior to the date on which such SpinCo U.S. Savings Plans become effective (other than the ability to make additional investments in an investment fund invested primarily in Parent Common Stock), (ii) the participation of each SpinCo Employee who is a participant in a Parent U.S. Savings Plan shall automatically cease effective upon the date on which the SpinCo U.S. Savings Plans become effective, (iii) as soon as practicable after the SpinCo U.S. Savings become effective, Parent shall cause the accounts (including any outstanding participant loan balances) in the Parent U.S. Savings Plans attributable to SpinCo Employees and all of the Assets in the Parent U.S. Savings Plans related thereto to be transferred in-kind to the applicable SpinCo U.S. Savings Plan and (iv) effective as of the Effective Time, the SpinCo U.S. Savings Plans (including all applicable accounts and underlying Assets) shall be transferred to SpinCo and SpinCo shall thereafter fully pay, perform and discharge, all obligations thereunder.

(b)    Parent shall retain all accounts and all Assets and Liabilities relating to the Parent U.S. Savings Plans in respect of each Former SpinCo Service Provider; providedthat if any SpinCo Employee whose account balance is transferred from the Parent U.S. Savings Plans to the applicable SpinCo U.S. Savings Plan as set forth in Section 3.2(a) thereafter terminates employment prior to the Effective Time, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the applicable SpinCo U.S. Savings Plan.

Section 3.3     Non-U.S. Plans. Notwithstanding any provision of this Agreement to the contrary other than as set forth in Section 3.3 or Section 3.5, the treatment of each Parent Benefit Arrangement and SpinCo Benefit Arrangement that is maintained primarily in respect of individuals who are located outside of the United States (together, the “Non-U.S. Plans”) shall be subject to the terms and conditions set forth in the applicable Conveyancing and Assumption Instrument; provided that if the treatment of any such Non-U.S. Plan is not specifically covered by such Conveyancing and Assumption Instrument, then unless otherwise agreed by the Parties, (i) SpinCo shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to SpinCo Employees, SpinCo Independent Contractors and Former SpinCo Service Providers, whenever incurred, (ii) Parent shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Parent Employees, whenever incurred, and (iii) the Parties shall agree on the extent to which any Assets held in respect of such Non-U.S. Plans shall be transferred to SpinCo.

Section 3.4    Treatment of Certain Plans. Notwithstanding anything in this Agreement or any Conveyancing and Assumption Instrument to the contrary, with respect to any Parent Benefit Arrangement or SpinCo Benefit Arrangement that covers primarily SpinCo Employees and

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Former SpinCo Service Providers, (i) effective no later than the Effective Time, SpinCo shall become solely liable to fully perform, pay and discharge all obligations of such arrangements, whenever incurred, and (ii) Parent shall transfer all Assets held with respect to such arrangements to SpinCo as soon as practicable after the date on which SpinCo becomes so liable.

Section 3.5    Chargeback of Certain Costs. Nothing contained in this Agreement shall limit the Parent’s ability to charge back any Liabilities that it incurs in respect of any Parent Benefit Arrangement to any of its operating companies in the ordinary course of business consistent with its past practices.

ARTICLE IV

EQUITY INCENTIVE AWARDS

Section 4.1    Treatment of Parent Stock Options.

(a)    For Parent Employees. Each Parent Option that is outstanding immediately prior to the Effective Time and that is held by a Parent Equity Award Holder, whether vested or unvested, shall continue to have, and be subject to, the same terms and conditions (including the term, exercisability and vesting schedule) as were applicable to the Parent Option immediately prior to the Effective Time, except that (i) the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Effective Time by (B) the Parent Ratio and (ii) the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per-share exercise price of such Parent Option immediately prior to the Effective Time by (B) the Parent Ratio.

(b)    For SpinCo Employees.

(1)    Parent Options. At the Effective Time, each Parent Option that is outstanding immediately prior to the Effective Time and that is held by a SpinCo Employee who continues in employment with SpinCo through the Effective Time, whether vested or unvested, shall be assumed by SpinCo and converted into an option for SpinCo Common Stock (each, a “SpinCo Option”) pursuant to the SpinCo Stock Plan (as defined below) that shall continue to have, and be subject to, substantially similar terms and conditions (including the term, exercisability and vesting schedule) as were applicable to the corresponding Parent Option immediately prior to the Effective Time, except that (i) the number of shares of SpinCo Common Stock subject to such SpinCo Option, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the corresponding Parent Option immediately prior to the Effective Time by (B) the SpinCo Ratio and (ii) the per share exercise price of such SpinCo Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per-share exercise price of the corresponding Parent Option immediately prior to the Effective Time by (B) the SpinCo Ratio.

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(2)    SpinCo Options. From time to time after the Effective Time, SpinCo Employees that hold SpinCo Options pursuant to Section 4.1(b)(1) may be granted additional options for SpinCo Common Stock pursuant to the SpinCo Stock Plan on terms and conditions determined by the Board of Directors of SpinCo.

Section 4.2    Treatment of Parent Time-Based Restricted Stock Unit Awards.

(a)    For Parent Employees. Each Parent Time-Based Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time and that is held by a Parent Equity Award Holder, whether vested or unvested, shall continue to have, and be subject to, the same terms and conditions (including the vesting schedule) as were applicable to the Parent Time-Based Restricted Stock Unit Award immediately prior to the Effective Time, except that each such Parent Time-Based Restricted Stock Unit Award shall be adjusted to cover that number of units equal to the product of (i) the number of units covered by the Parent Time-Based Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by (ii) the Parent Ratio, rounded down to the nearest whole unit.

(b)    For SpinCo Employees. At the Effective Time, each Parent Time-Based Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time and that is held by a SpinCo Employee who continues in employment with SpinCo through the Effective Time shall be assumed by SpinCo and converted into a restricted stock unit award with respect to SpinCo Common Stock under the SpinCo Stock Plan (each, a “SpinCo Time-Based Restricted Stock Unit Award”) that shall have, and be subject to, substantially similar terms and conditions (including with respect to vesting) as were applicable to the corresponding Parent Time-Based Restricted Stock Unit Award immediately prior to the Effective Time, except that each SpinCo Time-Based Restricted Stock Unit Award shall (i) relate to that number of shares of SpinCo Common Stock equal to the product of (x) the number of units that were covered by the corresponding Parent Time-Based Restricted Stock Unit Award immediately prior to the Effective Time and (y) the SpinCo Ratio, rounded down to the nearest whole share and (ii) be subject to vesting based upon the satisfaction of any applicable continued service requirements to SpinCo rather than Parent.

Section 4.3    Treatment of Parent Time-Based Restricted Stock Awards.

(a)    For Parent Employees. Each Parent Time-Based Restricted Stock Award that is outstanding immediately prior to the Effective Time and that is held by a Parent Equity Award Holder, whether vested or unvested, shall continue to have, and be subject to, the same terms and conditions (including the vesting schedule) as were applicable to the Parent Time-Based Restricted Stock Award immediately prior to the Effective Time. Each holder of a Parent Time-Based Restricted Stock Award as of the Record Date shall be eligible to participate in the Distribution; provided, however, that the SpinCo Common Stock received by such holder in the Distribution (“SpinCo Restricted Stock”) shall continue to have, and be subject to, the same terms and conditions (including the time-based vesting schedule) as were applicable to the Parent Time-Based Restricted Stock Award immediately prior to the Effective Time, except that such SpinCo Restricted Stock shall be subject to vesting based solely upon the satisfaction of any applicable continued service requirements to Parent.

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(b)    For SpinCo Employees. Each holder of a Parent Time-Based Restricted Stock Award that is outstanding immediately prior to the Effective Time and that is held by a SpinCo Employee who continues in employment with SpinCo through the Effective Time shall continue to hold such Parent Time-Based Restricted Stock Award immediately following the Effective Time and such Parent Time-Based Restricted Stock Award shall continue to have, and be subject to, the same terms and conditions (including the time-based vesting schedule) as were applicable to the Parent Time-Based Restricted Stock Award immediately prior to the Effective Time; provided, however, that such Parent Time-Based Restricted Stock Award shall be subject to vesting based upon the satisfaction of any applicable continued service requirements to SpinCo. Each such holder of Parent Time-Based Restricted Stock as of the Record Date shall be eligible to participate in the Distribution; provided that the SpinCo Restricted Stock received by such holder in the Distribution on account of such Parent Time-Based Restricted Stock Award shall have, and be subject to, substantially similar terms and conditions as were applicable to the corresponding Parent Time-Based Restricted Stock Award immediately prior to the Effective Time, except that SpinCo Restricted Stock shall be subject to vesting based solely upon the satisfaction of any applicable continued service requirements to SpinCo rather than Parent.

Section 4.4    Treatment of Parent Performance-Based Restricted Stock Awards.

(a)    For Parent Employees. Each Parent Performance-Based Restricted Stock Award that is outstanding immediately prior to the Effective Time and that is held by a Parent Equity Award Holder, whether vested or unvested, shall continue to have, and be subject to, the same terms and conditions (including the time-based vesting schedule, if any) as were applicable to the Parent Performance-Based Restricted Stock Award immediately prior to the Effective Time, except that each such Parent Performance-Based Restricted Stock Award shall be adjusted to vest based solely upon continued service with Parent. Each holder of a Parent Performance-Based Restricted Stock Award as of the Record Date shall be eligible to participate in the Distribution; provided, that, the SpinCo Restricted Stock received by such holder in the Distribution shall have, and be subject to, the same terms and conditions (including the time-based vesting schedule) as were applicable to the Parent Performance-Based Restricted Stock Award immediately prior to the Effective Time, except that such SpinCo Restricted Stock shall be subject to vesting based solely upon the satisfaction of any applicable continued service requirements to Parent.

(b)    For SpinCo Employees. Each holder of a Parent Performance-Based Restricted Stock Award that is outstanding immediately prior to the Effective Time and that is held by a SpinCo Employee who continues in employment with SpinCo through the Effective Time shall continue to hold such Parent Performance-Based Restricted Stock Award following the Effective Time and such Parent Performance-Based Restricted Stock Award shall continue to have, and be subject to, the same terms and conditions as were applicable to the Parent Performance-Based Restricted Stock Award immediately prior to the Effective Time, except that such Parent Performance-Based Restricted Stock Award shall be adjusted to vest based solely upon continued service with SpinCo rather than with Parent. Each such holder of Parent Performance-Based Restricted Stock Award as of the Record Date shall be eligible to participate in the Distribution; provided, that, the SpinCo

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Restricted Stock received by such holder in the Distribution shall have, and be subject to, the same terms and conditions (including the time-based vesting schedule) as were applicable to the Parent Performance-Based Restricted Stock Award immediately prior to the Effective Time, except that such SpinCo Restricted Stock shall be subject to vesting based solely upon the satisfaction of any applicable continued service requirements to SpinCo rather than Parent.

Section 4.5    SpinCo Stock Plan. Prior to the Effective Time, SpinCo shall have taken all corporate actions necessary to adopt the SpinCo 2021 Equity Incentive Plan (the “SpinCo Stock Plan”), under which SpinCo Equity Awards may be assumed or substituted in conversion of corresponding Parent Equity Awards held by SpinCo Employees and which shall permit the grant and issuance of equity incentive awards denominated in SpinCo Common Stock as described in this Article IV.

Section 4.6    Employee Stock Purchase Plans.

(a)    Parent Employee Stock Purchase Plan. Parent shall take all corporate actions necessary to provide that:

(1)    at the Effective Time, each “Purchase Right” (as defined by the Parent Employee Stock Purchase Plan) that is outstanding immediately prior to the Effective Time and that is held by a Parent Employee under the Parent Employee Stock Purchase Plan, shall remain outstanding under the Parent Employee Stock Purchase Plan subject to its terms and conditions, except that (i) the number of shares of Parent Common Stock subject to such Purchase Right, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to such Purchase Right immediately prior to the Effective Time by (B) the Parent Ratio and (ii) the per share Purchase Price determined as of the commencement of the applicable “Offering Period” (as defined by the Parent Employee Stock Purchase Plan), rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) such per share Purchase Price by (B) the Parent Ratio;

(2)    the number of shares of Parent Common Stock authorized for issuance and any limit on the number of shares of Parent Common Stock that may be purchased by any participant under the Parent Employee Stock Purchase Plan during any Offering Period shall be proportionately adjusted as provided by the Parent Employee Stock Purchase Plan; and

(3)    at the Effective Time, each SpinCo Employee participating in the Parent Employee Stock Purchase Plan immediately prior to the Effective Time, by virtue of termination of employment with Parent, shall immediately cease to be a participant in, and to hold any Purchase Right under, the Parent Employee Stock Purchase Plan and in each uncompleted Offering Period thereunder and shall be entitled to a refund, without interest, of the balance of such SpinCo Employee’s account under the Parent Employee Stock Purchase Plan in accordance with its terms.

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(b)    SpinCo Employee Stock Purchase Plan. Prior to the Effective Time, SpinCo shall have taken all corporate actions necessary to adopt the SpinCo 2021 Employee Stock Purchase Plan (the “SpinCo ESPP”). The administrator of the SpinCo ESPP, in its sole discretion, shall determine the jurisdictions in which participation in the SpinCo ESPP will be offered and the timing of the offering periods under the SpinCo ESPP. The SpinCo ESPP will include authority to grant options which do not meet the requirements of Section 423(b) of the Code (as well as options which meet such requirements).

Section 4.7     General Terms.

(a)    Tax Deduction Allocation. The Parties hereby acknowledge and agree that Parent is solely entitled to the tax deduction(s) arising from a SpinCo Employee recognizing compensation income in connection with any Parent Time-Based Restricted Stock Awards and Parent Performance-Based Restricted Stock Awards.

(b)    Authority of Parent Board of Directors. Each Parent Equity Award that is outstanding as of immediately prior to the Effective Time shall be adjusted as described in this Article IV; provided, however, that the Parent Board of Directors may provide for different adjustments with respect to some or all Parent Equity Awards to the extent that the Parent Board of Directors deems such adjustments to be necessary and appropriate. Any adjustments made by the Parent Board of Directors pursuant to the foregoing sentence shall be deemed to have been incorporated by reference herein as if fully set forth in this Article IV and shall be binding on the Parties.

(c)    Delayed Transfer SpinCo Employees. The treatment of Parent Equity Awards held by Delayed Transfer SpinCo Employees shall be adjusted or otherwise treated as provided in this Article IV to the extent practicable, as determined by the Parent Board of Directors or the SpinCo Board of Directors, as applicable, but treating the Delayed Transfer Date as the Effective Date.

(d)    Application to Members of the Parent Board of Directors. Each Parent Equity Award held immediately prior to the Effective Time by a member of the Parent Board of Directors who will continue as a member of the Parent Board of Directors or who will continue as a member of the SpinCo Board of Directors at the Effective Time shall be adjusted or assumed and converted pursuant to this Article IV in the same manner as a similar award held by a Parent Employee or a SpinCo Employee, as applicable; provided, however, that any Parent Entity Award held by any such member of the Parent Board of Directors who will continue on both the Parent Board of Directors and the SpinCo Board of Directors shall be adjusted in the same manner as a similar award held by a Parent Employee.

(e)    Equity Awards Subject to Applicable Stock Plan and Award Agreement. From and after the Effective Time, all references to the applicable company in award agreements subject to a Parent Stock Plan or to the SpinCo Stock Plan, as applicable, including but not limited to, “Covered Transaction,” “Change in Control,” “Ownership Change Event” or similar terms and other administrative provisions requiring interpretation shall refer to the appropriate company to reflect the Distribution (e.g., the definition of “Change in Control” under an award agreement subject to the SpinCo Stock Plan shall mean a Change in Control with respect to SpinCo rather than Parent). Except as otherwise provided by this

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Article IV, each adjusted Parent Equity Award or assumed and converted SpinCo Equity Award shall be subject to the same or substantially similar terms after the Effective Time as were applicable to the corresponding Parent Equity Award immediately prior to the Effective Time.

(f)    Cooperation of the Parties. Parent and SpinCo shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this Article IV, including, without limitation, (i) assisting one another following the Distribution with administrative or other support necessary to comply with applicable laws in applicable non-U.S. jurisdictions, (ii) promptly advising the other Party of the termination of employment or other service relationship of a holder of common stock of such other Party pursuant to Section 4.3 or Section 4.4 hereof, and (iii) to the extent practicable, providing written notice or similar communication to each Parent Employee and SpinCo Employee who holds one (1) or more Parent Equity Awards informing such Parent Employee or SpinCo Employee of (x) the actions contemplated by this Article IV with respect to such awards and (y) whether (and during what time period) any “blackout” period shall be imposed upon holders of such awards during which time awards may not be exercised or settled, as the case may be.

(g)    Section 16(b) of the Exchange Act. By approving the adoption of this Agreement, the respective Board of Directors of each of Parent and SpinCo intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity securities by directors and officers of each of Parent and SpinCo contemplated by this Agreement, and the respective Boards of Directors of Parent and SpinCo also intend expressly to approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of shares from delivery pursuant to any equity-based award in satisfaction of applicable tax withholding requirements) to the extent such method is permitted under the applicable Parent Stock Plan or SpinCo Stock Plan and any award agreement.

(h)    Liability for Grant, Modification, Exercise or Settlement of Equity Awards. Parent shall be responsible for all liabilities associated with Parent Equity Awards, including all obligations related to the grant, modification, exercise or settlement of such Parent Equity Awards. SpinCo shall be responsible for all liabilities associated with Parent Equity Awards converted into SpinCo Equity Awards, including all obligations related to the grant, modification, exercise or settlement of such SpinCo Equity Awards.

(i)    Tax Reporting and Withholding. Unless prohibited by applicable law, following the Effective Time (i) SpinCo shall be solely responsible for all income, payroll and other tax remittance and reporting related to income recognized by holders of SpinCo Equity Awards in respect of their SpinCo Equity Awards; and (ii) Parent shall be solely responsible for all income, payroll and other tax remittance and reporting related to income recognized by holders of Parent Equity Awards in respect of their Parent Equity Awards. Parent and SpinCo agree to enter into any necessary agreements regarding the subject matter of this section to enable Parent and SpinCo to fulfill their respective obligations hereunder,

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including but not limited to compliance with all applicable laws regarding the reporting, withholding or remitting of income and/or other taxes.

(j)    Section 424 and Section 409A. All of the adjustments described in this Article IV shall be effected in accordance with Sections  424 and 409A of the Code, in each case to the extent applicable. Notwithstanding the foregoing, if the treatment set forth in this Article IV would cause adverse Tax consequences to any SpinCo Employee located outside of the United States, the Parties shall use their reasonable best efforts to cause the treatment to be conformed in a manner that does not give rise to such adverse Tax consequences, to the extent practicable.

(k)    Best Efforts. The Parties shall use their reasonable best efforts to maintain effective registration statements with the Securities Exchange Commission with respect to the awards described in this Article IV, to the extent any such registration statement is required by applicable Law.

(l)    Good Faith. The Parties hereby acknowledge that the provisions of this Article IV are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

ARTICLE V

ADDITIONAL MATTERS

Section 5.1    Cash Incentive Programs. As soon as practicable following the date on which the employment of the SpinCo Employees is transferred to SpinCo, Parent shall transfer to SpinCo an amount in cash equal to the Accrued Incentive Amount. For the remainder of the applicable cash incentive or sales commission period in effect as of the date on which the transfer of such employment occurs, SpinCo shall provide that each SpinCo Employee shall continue to be eligible to receive a cash incentive bonus or sales commission payment in accordance with the same terms and conditions as applied to such SpinCo Employee under the corresponding Parent incentive or sales commission program as in effect immediately prior to the date of such transfer, as equitably adjusted by SpinCo to the extent necessary to reflect the transactions contemplated by the Separation Agreement; providedthat in no event shall the aggregate incentive amounts paid to the SpinCo Employees in respect of such applicable period be less than the Accrued Incentive Amount.

Section 5.2    Time-Off Benefits. Unless otherwise required in a Collective Bargaining Agreement, the Transfer Regulations or applicable Law, SpinCo shall (i) credit each SpinCo Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such SpinCo Employee had with the Parent Group as of immediately before the date on which the employment of the SpinCo Employee transfers to SpinCo, except to the extent that such credit would result in the duplication of benefits, and (ii) permit each such SpinCo Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the SpinCo Employee would have been so permitted under the terms and conditions of the applicable Parent policies in effect for the year in which such transfer of employment occurs.

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Section 5.3    Workers’ Compensation Liabilities. Effective no later than the Effective Time, SpinCo shall assume all Liabilities for SpinCo Employees, SpinCo Independent Contractors and Former SpinCo Service Providers related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, whenever incurred, and SpinCo shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities. Notwithstanding the foregoing, if SpinCo is unable to assume any such Liability or the administration, management or payment of any such claim solely because of the operation of applicable Law, Parent shall retain such Liabilities and SpinCo shall reimburse and otherwise fully indemnify Parent for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

Section 5.4    COBRA and HIPAA Compliance in the United States. Effective no later than the Effective Time, SpinCo shall assume and be responsible for administering compliance with the health care continuation requirements of COBRA and the certificate of creditable coverage requirements of HIPAA, in accordance with the provisions of the SpinCo Welfare Plans, with respect to SpinCo Employees or SpinCo Former Service Providers who incurred a COBRA qualifying event or loss of coverage under a Parent Welfare Plan at any time on or before the Effective Time. SpinCo shall also be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the SpinCo Welfare Plans with respect to SpinCo Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the SpinCo Welfare Plans at any time on and after the Effective Time.

Section 5.5    Retention Bonuses. Any retention bonuses payable to any SpinCo Employees that relate to the transactions contemplated by the Separation Agreement and become payable after the date on which the employment of the SpinCo Employee transfers to SpinCo shall be assumed by SpinCo as of the date of such transfer and SpinCo shall pay all amounts payable thereunder to the applicable SpinCo Employees as determined by the Board of Directors of SpinCo.

Section 5.6    Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.

Section 5.7    Payroll Taxes and Reporting. The Parties shall utilize the standard procedure set forth in Revenue Procedure 2004-53 with respect to wage withholding for SpinCo Employees for purposes of Taxes imposed under the United States Federal Insurance Contributions Act. Under this procedure, the Parties shall each separately provide the required Form W-2 to each SpinCo Employee reflecting all wages paid and Taxes withheld by Parent and SpinCo or a member of the SpinCo Group, respectively, with respect to each SpinCo Employee for the calendar year in which the Effective Time occurs.

Section 5.8    Regulatory Filings. Subject to applicable Law and the Tax Matters Agreement, Parent shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal

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Contract Compliance Programs (OFCCP) submissions, for which Parent shall provide data and information (to the extent permitted by applicable Laws) to SpinCo, which shall be responsible for making such filings in respect of SpinCo Employees.

Section 5.9    Disability.

(a)    To the extent any SpinCo Employee is, as of the Effective Time, receiving payments as part of any short-term disability insurance program that is part of a Parent Welfare Plan, such SpinCo Employee’s rights to continued short-term disability benefits will transfer to a SpinCo Welfare Plan as of the Effective Time, and the remainder (if any) of such SpinCo Employee’s short-term disability benefits will be paid by a SpinCo Welfare Plan; provided, however, that to the extent the SpinCo Employee cannot transfer to a SpinCo Welfare Plan as of the Effective Date due to short-term disability status, such SpinCo Employee shall be a Delayed Transfer SpinCo Employee and shall continue to participate in the applicable Parent Welfare Plan until such time as the SpinCo Employee returns to work and transfers to SpinCo.

(b)    To the extent any SpinCo Employee is, as of the Effective Time, receiving payments as part of any long-term disability insurance program that is part of a Parent Welfare Plan, such SpinCo Employee’s rights to continued long-term disability benefits will transfer to a SpinCo Welfare Plan as of the Effective Time, and the remainder (if any) of such SpinCo Employee’s long-term disability benefits will be paid by a SpinCo Welfare Plan; provided, however, that to the extent the SpinCo Employee cannot transfer to a SpinCo Welfare Plan as of the Effective Date due to long-term disability status, such SpinCo Employee shall be a Delayed Transfer SpinCo Employee and shall continue to participate in the applicable Parent Welfare Plan until such time as the SpinCo Employee returns to work and transfers to SpinCo.

(c)    SpinCo agrees to employ any Delayed Transfer SpinCo Employee who returns from Parent-approved short-term or long-term disability leave within 12 months of the Effective Date. Any Liabilities arising in respect of a Delayed Transfer SpinCo Employee who does not return from such leave within 12 months of the Effective Date shall remain with Parent.

(d)    For any Former SpinCo Service Provider who is, as of the Effective Time, receiving payments as part of any long-term disability insurance program that is part of a Parent Welfare Plan, and has been receiving payments from such plan for twelve (12) months or fewer before the Effective Time, and to the extent such Former SpinCo Service may have any “return to work” rights under the terms of such Parent Welfare Plan or applicable Law, SpinCo or a member of the SpinCo Group shall provide a qualifying offer of employment to such Former SpinCo Service Provider in accordance with Section 2.2, subject to availability of a suitable position (with such availability to be determined in the sole discretion by SpinCo or the applicable member of the SpinCo Group), providedhowever that, notwithstanding the foregoing, no Former SpinCo Service Provider described in this subsection will be eligible for reemployment as described in this subsection after the first anniversary of the Effective Time.

Section 5.10    Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if the Transfer Regulations, the terms of a Collective Bargaining Agreement or applicable

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Law require that any assets or Liabilities be retained by the Parent Group or transferred to or assumed by the SpinCo Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such Collective Bargaining Agreement or applicable Law and shall not be made as otherwise set forth in this Agreement.

ARTICLE VI

GENERAL AND ADMINISTRATIVE

Section 6.1    Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any Parent Benefit Arrangement or SpinCo Benefit Arrangement or to prohibit any member of the Parent Group or SpinCo Group, as the case may be, from amending, modifying or terminating any Parent Benefit Arrangement or SpinCo Benefit Arrangement at any time within its sole discretion, in compliance with applicable Law.

Section 6.2    Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of Parent, SpinCo or any of their respective Affiliates any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.

Section 6.3    Consent of Third Parties. If any provision of this Agreement is dependent on the Consent of any third party and such Consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

Section 6.4    Access to Employees. On and after the Effective Time, Parent and SpinCo shall, or shall cause each of their respective Groups to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between Parent and SpinCo) to which any employee or director of the Parent Group or the SpinCo Group or any Parent Benefit Arrangement or SpinCo Benefit Arrangement is a party and which relates to a Parent Benefit Arrangement or SpinCo Benefit Arrangement. The Party to whom an employee is made available in accordance with this Section 6.4 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable and documented travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

Section 6.5    Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to SpinCo Employees under Parent Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding SpinCo Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant SpinCo Employee.

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Section 6.6    No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any SpinCo Employee or other current or former employee, officer, director or contractor of the Parent Group or SpinCo Group, other than the Parties and their respective successors and assigns.

Section 6.7    No Acceleration of Benefits. Except as otherwise provided by applicable Law, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any SpinCo Employee or other former, current or future employee of the Parent Group or SpinCo Group under any Benefit Arrangement of the Parent Group or SpinCo Group.

Section 6.8    Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to SpinCo Employees, Former SpinCo Service Providers and employees and other service providers of Parent, as applicable, including with respect to the provision of employee level information necessary for the other Party to manage, administer, finance and file required reports with respect to such administration.

ARTICLE VII

MISCELLANEOUS

Section 7.1    Entire Agreement. This Agreement and the Separation Agreement, including the Exhibits and Schedules thereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter.

Section 7.2    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 7.3    Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 7.4    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.4):

To Parent:

SolarWinds Corporation

23

7171 Southwest Parkway

Building 400

Austin, Texas

Attn: General Counsel

Email: general_counsel@solarwinds.com

To SpinCo:

N-able, Inc.

301 Edgewater Dr., Suite 306

Wakefield, Massachusetts 01880

Attn: General Counsel

Email: general_counsel@n-able.com

Section 7.5    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).

Section 7.6    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) a Subsidiary of a Party upon prior written notice to the other Party, or (ii) a bona fide unaffiliated third party in connection with a Change of Control of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or otherwise;providedhowever that, unless otherwise agreed by the non-assigning Party or in connection with a Change of Control of a Party as described above, no assignment permitted by this Section 7.6 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

Section 7.7    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 7.8    Termination and Amendment. This Agreement may be terminated, modified or amended and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Parent without the approval of SpinCo or the stockholders of Parent. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Effective Time, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Parent and SpinCo.

Section 7.9    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

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Section 7.10    Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 7.12    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.13    Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 7.14    No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 7.15    No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.16    No Admission of Liability. The allocation of Assets and Liabilities herein is solely for the purpose of allocating such Assets and Liabilities between Parent and SpinCo and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Parent or SpinCo.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

SOLARWINDS CORPORATION
By:	/s/ J. Barton Kalsu
Name:	J. Barton Kalsu
Title: Executive Vice President, Chief Financial Officer
N-ABLE, INC.
By:	/s/ John Pagliuca
Name:	John Pagliuca
Title: President, Chief Executive Officer

26

EX-10.4

Exhibit 10.4

Execution Version

INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and between

SolarWinds Corporation

and

N-able, Inc.

Dated as of July 16, 2021

TABLE OF CONTENT

Article I     DEFINITIONS	1
Section 1.1     Definitions	1
Article II     GRANTS OF RIGHTS	2
Section 2.1     License to SpinCo of Parent Licensed IP	2
Section 2.2     License to Parent of SpinCo Licensed IP	2
Section 2.3     Limitations	3
Section 2.4     Reservation of Rights	3
Article III     INTELLECTUAL PROPERTY OWNERSHIP	3
Section 3.1     Ownership	3
Article IV     PROSECUTION, MAINTENANCE AND ENFORCEMENT	4
Section 4.1     Responsibility	4
Section 4.2     Defense and Enforcement	4
Section 4.3     No Additional Obligations	4
Article V     DISCLAIMERS; LIMITATIONS ON LIABILITY AND REMEDIES	4
Section 5.1     Disclaimer of Warranties	4
Section 5.2     Compliance with Laws and Regulations	4
Article VI     LIABILITY AND INDEMNIFICATION	5
Section 6.1     Procedures	5
Article VII     CONFIDENTIALITY	5
Section 7.1     Disclosure and Use Restrictions	5
Section 7.2     Survival	6
Article VIII     TERM	6
Section 8.1     Term	6
Section 8.2     Effect of Expiration and Termination; Accrued Rights; Survival	7
Article IX     MISCELLANEOUS	7
Section 9.1     Entire Agreement; Construction	7
Section 9.2     Counterparts	7
Section 9.3     Notices	7
Section 9.4     Amendments; Consents; Waivers	8
Section 9.5     Assignment	8
Section 9.6     Successors and Assigns	8
Section 9.7     Subsidiaries	8

Section 9.8     Third Party Beneficiaries	8
Section 9.9     Title and Headings	8
Section 9.10   Exhibits and Schedules	9
Section 9.11   Governing Law	9
Section 9.12   Dispute Resolution	9
Section 9.13   Severability	9
Section 9.14   Interpretation	9
Section 9.15   No Waiver	9
Section 9.16   Bankruptcy	9

INTELLECTUAL PROPERTY MATTERS AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated July 16, 2021 (the “Separation Agreement”); and

WHEREAS, as of the Effective Date, the Parent Group owns certain Patents and Know-How that are necessary or used in the SpinCo Business as of the Effective Date, and the SpinCo Group owns certain Patents and Know-How that are necessary or used in the Parent Retained Businesses as of the Effective Date, and Parent wishes to grant to SpinCo, and SpinCo wishes to grant to Parent, a license to such Intellectual Property in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.

The following capitalized terms used in this Agreement shall have the meanings set forth below:

(1)    “Know-How” shall mean trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, excluding Patents.

(2)    “Licensee” shall mean SpinCo with respect to the Parent Licensed IP, and Parent with respect to the SpinCo Licensed IP.

(3)    “Licensor” shall mean SpinCo with respect to the SpinCo Licensed IP, and Parent with respect to the Parent Licensed IP.

(4)    “Licensee Field of Use” shall mean with respect to SpinCo, the SpinCo Field of Use, and, with respect to Parent, the Parent Field of Use.

(5)    “Licensed IP” shall mean the SpinCo Licensed IP, as licensed to Parent hereunder, and the Parent Licensed IP, as licensed to SpinCo hereunder.

(6)    “Licensor IP” shall mean with respect to SpinCo, the SpinCo Licensed IP, and, with respect to Parent, the Parent Licensed IP.

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(7)    “Parent Field of Use” shall mean the Parent Retained Business and natural evolutions or extensions thereof.

(8)    “Parent Licensed IP” shall mean the Parent Licensed Know-How and Parent Licensed Patents.

(9)    “Parent Licensed Know-How” shall mean the Know-How that is owned by the Parent Group as of the Effective Date but used in the SpinCo Business as of the Effective Date.

(10)    “Parent Licensed Patents” shall mean the Patents that are owned by the Parent Group as of the Effective Date but used in the SpinCo Business as of the Effective Date, and all other Patents that claim priority to such Patents to the extent the claims thereof are fully supported by such Patents.

(11)    “Patents” shall mean patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof.

(12)    “Software Cross License Agreement” shall mean that certain Software Cross License Agreement between the Parties dated of even date herewith.

(13)    “SpinCo Field of Use” shall mean the SpinCo Business and natural evolutions or extensions thereof.

(14)    “SpinCo Licensed IP” shall mean the SpinCo Licensed Know-How and SpinCo Licensed Patents.

(15)    “SpinCo Licensed Know-How” shall mean the Know-How that is owned by the SpinCo Group as of the Effective Date but used in the SpinCo Business as of the Effective Date.

(16)    “SpinCo Licensed Patents” shall mean the Patents that are owned by the SpinCo Group as of the Effective Date but used in the Parent Retained Business as of the Effective Date, and all other Patents that claim priority to such Patents to the extent the claims thereof are fully supported by such Patents.

(17)    “Third Party” means any Person other than Parent, SpinCo, and their respective controlled Affiliates.

(18)    “Valid Claim” means a claim of an issued and unexpired Patent that (i) has not been revoked or held unenforceable or invalid by a decision of a court or other Governmental Entity of competent jurisdiction from which no appeal can be taken or has been taken within the time allowed for appeal and (ii) has not been abandoned, disclaimed, denied, or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise in such country.

ARTICLE II

GRANTS OF RIGHTS

Section 2.1    License to SpinCo of Parent Licensed IP. Subject to the terms and conditions of this Agreement, Parent, on behalf of the Parent Group, hereby grants to the SpinCo Group a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the SpinCo Field of

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Use by SpinCo and its controlled Affiliates but not for the independent use of Third Parties), and worldwide license to the Parent Licensed IP in the SpinCo Field of Use (“SpinCo License”). Subject to the terms and conditions of this Agreement, the SpinCo License shall include the right to exercise any and all rights in the Parent Licensed IP in the SpinCo Field of Use, including the right to use, practice, copy, perform, render, develop, modify, and make derivative works of the Parent Licensed IP within the SpinCo Field of Use and to make, have made, use, sell, offer for sale, and import any products or services and practice all methods and processes, in each case with respect to the SpinCo Field of Use.

Section 2.2    License to Parent of SpinCo Licensed IP. Subject to the terms and conditions of this Agreement, SpinCo, on behalf of the SpinCo Group, hereby grants to the Parent Group a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the Parent Field of Use by Parent and its controlled Affiliates but not for the independent use of Third Parties), and worldwide license to the SpinCo Licensed IP solely within the Parent Field of Use (“Parent License”). Subject to the terms and conditions of this Agreement, the foregoing license shall include the right to exercise any and all rights in the SpinCo Licensed IP in the Parent Field of Use, including the right to use, practice, copy, perform, render, develop, modify, and make derivative works of the SpinCo Licensed IP within the Parent Field of Use and to make, have made, use, sell, offer for sale, and import any products or services and practice all methods and processes, in each case with respect to the Parent Field of Use.

Section 2.3    Limitations. Notwithstanding anything to the contrary herein, the licenses hereunder are subject to any rights of or obligations owed to any Third Party under any agreement existing as of the Effective Date between Licensor or its controlled Affiliates and any such Third Party. The Licensor, not Licensee, is responsible for any royalties that may be owned to a Third Party by reason of this Agreement.

Section 2.4    Reservation of Rights. Each Party reserves its and its Affiliates’ rights in and to all Intellectual Property that is not expressly licensed hereunder. Without limiting the foregoing, this Agreement and the licenses and rights granted herein do not, and shall not be construed to, confer any rights upon either Party, its Affiliates, by implication, estoppel, or otherwise as to any of the other Party’s or its Affiliates’ Intellectual Property, except as otherwise expressly set forth herein.

ARTICLE III

INTELLECTUAL PROPERTY OWNERSHIP

Section 3.1    Ownership.

(a)    As between the Parties, Licensee acknowledges and agrees that (a) Licensor owns the Licensor IP, (b) neither Licensee, nor its Affiliates or its Sublicensees, will acquire any rights in the Licensor IP, except for the licenses and sublicenses granted pursuant to Section 2.1 and 2.2, and (c) Licensee shall not, and shall cause its Affiliates and its Sublicensees to not, represent that they have an ownership interest in any of the Licensor IP.

(b)    To the extent that a Party (the “Assigning Party”) or its Affiliates are assigned or otherwise obtain ownership of any right, title, or interest in or to any Intellectual Property in contravention of the foregoing Section 3.1(a), such Assigning Party hereby assigns, and shall cause its Affiliates and

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Sublicensees to assign, to the other Party all such right, title, and interest. Upon such other Party’s request, the Assigning Party shall, at its own cost and expense, take all reasonable actions, including executing all assignments and other documents, necessary to perfect or record such other Party’s right, title, and interest in and to such Intellectual Property.

(c)    As between the Parties, each Party shall own all improvements and modifications made by or on behalf of such Party with respect to the Licensed IP; providedthat, with respect to Licensee, such improvements and modifications shall not include, and shall be subject to the provisions of this Agreement as they concern, the Licensed IP to which such improvements or modifications are made.

ARTICLE IV

PROSECUTION, MAINTENANCE AND ENFORCEMENT

Section 4.1    Responsibility. Subject to Section 4.2, Licensor shall be solely responsible for filing, prosecuting, and maintaining all Patents within the Licensor IP, in Licensor’s sole discretion. Licensor shall be responsible for any costs associated with filing, prosecuting, and maintaining such Patents.

Section 4.2    Defense and Enforcement. Licensor shall have the sole right, but not the obligation, to elect to bring an Action or enter into settlement agreements regarding the Licensor IP, at Licensor’s sole cost and expense.

Section 4.3    No Additional Obligations. This Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, prosecute, pay for, enforce, or otherwise manage any Intellectual Property except as expressly set forth herein.

ARTICLE V

DISCLAIMERS; LIMITATIONS ON LIABILITY AND REMEDIES

Section 5.1    Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge and agree that the Licensor IP is provided as-is, that the Licensee assume all risks and Liability arising from or relating to its use of and reliance upon the Licensor IP and each Party makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE LICENSOR IP, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY IN REGARD TO TITLE, QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Furthermore, nothing in this Agreement will be construed as any of the following: (i) a warranty or representation by either Party as to the validity, enforceability, and/or scope of any class or type of Intellectual Property; (ii) a warranty or representation that any manufacture, sale, lease, use or other disposition of a Party’s product or service offerings will be free from infringement of any Patent rights or other Intellectual Property of any Third Party; (iii) an agreement to bring, prosecute or defend actions or suits against Third Parties for infringement

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or conferring any right to bring or prosecute actions or suits against third parties for infringement, (iv) imposing on either Party any obligation to file any patent application or other Intellectual Property application or registration or to secure or maintain in force any Patent or other Intellectual Property; (v) conferring any right to use in advertising, publicity, or otherwise, any Trademark, or any contraction, abbreviation or simulation thereof, of either Party; or (vi) conferring a license or other right by implication, estoppel, statute or otherwise, by either Party to the other, under any Patents, Trade Secrets, or other Intellectual Property now or hereafter owned or controlled by such Party, other than the license expressly granted in this Agreement.

Section 5.2    Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY OF THE LICENSOR IP THAT COULD BE CONSTRUED TO REQUIRE A PARTY AS LICENSOR TO PROVIDE LICENSOR IP HEREUNDER IN SUCH A MANNER TO ALLOW A LICENSEE TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH LICENSEE.

ARTICLE VI

LIABILITY AND INDEMNIFICATION

Section 6.1    Procedures. The provisions of Article VI of the Separation Agreement shall govern any and all Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.

ARTICLE VII

CONFIDENTIALITY

Section 7.1    Disclosure and Use Restrictions.

(a)    Notwithstanding any termination of this Agreement, each of Parent and SpinCo shall hold, and shall cause members of their respective Groups and its and their respective officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Group; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Confidential Information or auditing and other non-commercial purposes and are informed of the obligation to hold such Confidential Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if

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any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements, (vii) as expressly permitted by, and in accordance with, the Software Cross License Agreement, or (viii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.

(b)    Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or members of its Group were part of the Parent Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Date, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access.

(c)    Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to Parent’s confidential and proprietary information pursuant to policies in effect as of the Effective Date, (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect, and (iii) the confidentiality obligations provided for in the Software Cross License Agreement shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other

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Party as of the Effective Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the SpinCo Business (in the case of the SpinCo Group) or the Parent Business (in the case of the Parent Group); provided that such Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the date of this Agreement or, to the extent applicable, as expressly permitted by and in accordance the Software Cross License Agreement; and may only be shared with additional officers, employees, agents, consultants and advisors of such Party on a need-to-know basis exclusively with regard to such specified use; provided, further that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 7.1(c).

(d)    The Parties agree that irreparable damage may occur if the provisions of this Section 7.1 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 7.2    Survival. The confidentiality and nondisclosure obligations of this Article VII shall survive the expiration or termination of this Agreement.

ARTICLE VIII

TERM

Section 8.1    Term. The term of this Agreement shall (a) with respect to each Patent that is included in Licensor IP, expire upon expiration of the last Valid Claim included in such Patent, and (b) with respect to all Know-How that is licensed or sublicensed hereunder, be perpetual. This Agreement may not be terminated unless agreed to in writing by the Parties. If a Party commits a material breach of this Agreement, and such breach is not cured within thirty (30) days after written notice of such breach, then the aggrieved party may seek injunctive relief or other appropriate remedies; provided, however, that such Party shall not, under any circumstances (including bankruptcy or insolvency of the other Party), terminate such licenses. In the event of any breach of this Agreement, both Parties may continue to operate under the licenses herein, and an aggrieved party’s sole remedy shall be injunctive relief to restrain use outside the license scope, an order for specific performance of this Agreement, and monetary damages and awards as appropriate.

Section 8.2    Effect of Expiration and Termination; Accrued Rights; Survival.

(a)    Accrued Rights. Upon the earlier of expiration or termination of this Agreement, in part or in its entirety, all licenses and rights granted to Licensee with respect to the Intellectual Property to which such expiration or termination relates shall immediately cease. Expiration and termination of this Agreement, in part or in its entirety, shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such expiration and termination (as applicable).

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(b)    Termination of Sublicenses. Any sublicenses that have been granted to a sublicensee with respect to the Licensed IP subject to expiration or termination of this Agreement, in part or in its entirety, shall automatically terminate upon such expiration or termination of the sublicense.

(c)    Surviving Obligations. The following provisions of this Agreement, together with all other provisions of this Agreement that expressly specify that they survive, shall survive expiration and termination of this Agreement, in part or in its entirety: Article I, Section 2.4, Articles III, V, VI, VII, and IX and this Section 8.2(c).

ARTICLE IX

MISCELLANEOUS

Section 9.1    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Separation Agreement and other Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.

Section 9.2    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 9.3    Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.3):

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To Parent:

SolarWinds Corporation

7171 Southwest Parkway

Building 400

Austin, Texas

Attn: General Counsel

Email: general_counsel@solarwinds.com

To SpinCo:

N-able, Inc.

301 Edgewater Dr., Suite 306

Wakefield, Massachusetts 01880

Attn: General Counsel

Email: general_counsel@n-able.com

Section 9.4    Amendments; Consents; Waivers. No amendment or other modification of this Agreement or any schedule hereto shall be effective unless in a writing signed and delivered by both Parties hereto. Any consent or waiver required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent or waiver and shall be effective only against such Party (and its Group).

Section 9.5    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) a Subsidiary of a Party, or (ii) a bona fide unaffiliated third party in connection with a Change of Control of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or otherwise;providedhowever that, unless otherwise agreed by the non-assigning Party or in connection with a Change of Control of a Party as described above, no assignment permitted by this Section 9.5 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

Section 9.6    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 9.7    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

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Section 9.8    Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 9.9    Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 9.10    Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 9.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 9.12    Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.

Section 9.13    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.14    Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “dollar” or “$” contained herein are to United States Dollars (unless otherwise specified). The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

Section 9.15    No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 9.16    Bankruptcy. The Parties acknowledge and agree that this Agreement is a contract under which each Licensor is a licensor of intellectual property as provided in Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”). Each Licensor acknowledges that if it, as a debtor in possession, or a trustee in bankruptcy in a case under the Bankruptcy Code (the “Bankruptcy Trustee”) rejects this

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Agreement, a Licensee may elect to retain its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

SolarWinds Corporation
By:	/s/ J. Barton Kalsu
Name:	J. Barton Kalsu
Title	Executive Vice President, Chief Financial Officer
N-able, Inc.
By:	/s/ John Pagliuca
Name:	John Pagliuca
Title	President, Chief Executive Officer

EX-10.5

Exhibit 10.5

Execution Version

TRADEMARK LICENSE AGREEMENT

by and between

SolarWinds Corporation

and

N-able, Inc.

Dated as of July 16, 2021

TABLE OF CONTENTS
ARTICLE I	DEFINITIONS	1
ARTICLE II	LICENSE GRANT	2
ARTICLE III	QUALITY CONTROL & USE OF LICENSED MARKS	3
ARTICLE IV	OWNERSHIP AND VALIDITY OF LICENSED MARKS	4
ARTICLE V	TERM AND TERMINATION	4
ARTICLE VI	INDEMNIFICATION; DISCLAIMERS; ASSUMPTION OF RISK	5
ARTICLE VII	MISCELLANEOUS PROVISIONS	6

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TRADEMARK LICENSE AGREEMENT

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.”

W I T N E S S E T H:

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated July 16, 2021 (the “Separation Agreement”), pursuant to which SpinCo became a separate company apart from Parent;

WHEREAS, SpinCo desires to obtain from Parent a license to certain trademarks used by SpinCo as of the Effective Date and Parent is willing to grant such license, solely to the extent explicitly set forth, and in accordance with the terms and conditions of this Agreement; and

WHEREAS, the execution of this Agreement by both Parties is a condition of the closing of the transactions contemplated by the Separation Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.

The following capitalized terms as used in this Agreement shall have the meanings set forth below:

(a)    “Commercialize” means (i) with respect to products, to develop, design, offer, advertise, market, promote, distribute, sell and/or otherwise commercialize and (ii) with respect to services, to perform, offer, advertise, market, promote, distribute, render, sell and/or otherwise commercialize.

(b)    “Domain Names” means and is limited to the domain names listed or referenced in Exhibit A attached hereto, which consist of the SpinCo Domains and the Parent Domains, defined therein.

(c)    “Licensed Marks” means and is limited to the trademarks listed or referenced in Exhibit A attached hereto alone and in such combinations with other words, phrases and logos that were in use by Parent in the conduct of the SpinCo Business as of the Effective Date, expressly excluding the SpinCo Marks.

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(d)    “Products” means products of a type sold prior to the Effective Date by Parent in the conduct of the SpinCo Business, together with any packaging, advertising, marketing, and promotional materials relating thereto.

(e)    “Services” mean services of a type sold prior to the Effective Date by Parent in the conduct of the SpinCo Business, in each case, together with any packaging, advertising, marketing, and promotional materials relating thereto.

(f)    “SpinCo Marks” means any trademarks owned by SpinCo or any of its controlled Affiliates.

(g)    “Term” has the meaning set forth in Section 5.1 (Term).

(h)    “Usage Guidelines” means Parent’s formal guidelines for use of the Licensed Marks, as reasonably implemented by Parent and as may be provided by Parent to SpinCo.

ARTICLE II

GRANT OF RIGHTS

Section 2.1    License Grants.

(a)    Licensed Marks. Subject to the terms and conditions of this Agreement, Parent hereby grants to SpinCo a limited, worldwide, non-exclusive, non-assignable (except as set forth in Section 7.5 (Assignment)), sublicensable (pursuant to Section 2.1(c) (Sublicensing) of this Agreement), royalty-free, fully paid-up license to use the Licensed Marks only:

(1)    in connection with Products and Services, for the period beginning on the Effective Date and ending two (2) years thereafter (“Transition Term”);

(2)    as incorporated in the SpinCo Domains to use such SpinCo Domains as a domain mask for a website of SpinCo’s designation in connection with the SpinCo Business during the Transition Term and so long as such website bears a statement as to the non-affiliation of the Parties; and

(3)    as incorporated in the SpinCo Domains to redirect visitors to such domain to a website of SpinCo’s designation in connection with the SpinCo Business, in perpetuity;

each of the foregoing subsections (1-3) subject to the further provisions in Subsections (b) and (d) below. The Parties acknowledge and agree that the license granted in subsection (3) herein is intended to limit consumer confusion and ensure that customers are able to locate the SpinCo Business.

(b)    Domain Specifics. The Parties acknowledge that, as of the Effective Date, the SpinCo Domains are owned by SpinCo and the Parent Domains are owned by Parent, and each shall continue to be so owned. During the Term, Parent shall forward any electronic mail accounts as deemed necessary

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by SpinCo from the Parent Domains, and SpinCo shall forward any electronic mail accounts as deemed necessary by Parent from the SpinCo Domains. In the event SpinCo proposes to allow any SpinCo Domain to lapse, SpinCo will provide Parent with notice of the same reasonably before allowing such SpinCo Domain to lapse, to permit Parent to take over administration of the same. Notwithstanding the foregoing, such failure to provide notice shall not be deemed a material breach of this Agreement.

(c)    Sublicensing. Subject to the terms and conditions of this Agreement, Parent hereby grants to SpinCo the right to sublicense its rights under this Agreement in connection with activities in the SpinCo Business by its controlled Affiliates, but not for the independent use of Third Parties, during the Term. Any sublicense granted by SpinCo hereunder must include terms and restrictions on the use of the Licensed Marks that are no less stringent than those applicable to SpinCo under this Agreement. SpinCo will ensure that its sublicensees comply with the terms of this Agreement to the extent applicable to them. SpinCo will remain responsible for any breach of this Agreement resulting from any action or failure to act by any Affiliate.

(d)    Cessation of Use. Upon cessation of use by SpinCo of any Licensed Mark or Domain Name, such Licensed Mark or Domain Name will be deemed no longer licensed pursuant to this Article II. SpinCo and its Affiliates shall use commercially reasonable efforts to reduce and cease its/their use of the Licensed Marks and transition to new trade names, service marks, trademarks, or logos, as the case may be, as soon as reasonably practicable.

(e)    Reservation of Rights. Any rights not granted to SpinCo in this Agreement are specifically reserved by and for Parent and its Affiliates. Except as expressly provided in Section 2.1 (Grants), no licenses or other rights are implied or granted by estoppel or otherwise.

ARTICLE III

QUALITY CONTROL & USE OF LICENSED MARKS

Section 3.1    All Products, Services and all materials using the Licensed Marks shall comply with all applicable laws and regulations (collectively, the “Applicable Standards”).

Section 3.2    All uses of the Licensed Marks by Licensee hereunder shall be in accordance in all respects with the provisions of this Agreement and, to the extent provided by Parent to SpinCo reasonably in advance, with the Usage Guidelines. Parent may modify the Usage Guidelines from time to time by providing SpinCo with reasonable advance notice of such modifications; provided that Parent may not impose any standards or restrictions on SpinCo that are more onerous than those applied to its or its Affiliates’ use of the Licensed Marks. During the Term, Licensee will adhere to the level of quality for the Products and Services marketed and sold using the Licensed Marks, at least as high as that maintained by Parent and its Affiliates prior to the Effective Date.

Section 3.3    SpinCo may continue to sell any Products and Services bearing the Licensed Marks during the term in the form that is substantially similar to that sold by Parent and its Affiliates prior to the Effective

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Date without prior approval. In the event SpinCo substantially alters the Products and Services bearing the Licensed Mark during the Term, SpinCo will submit samples of the Products and Services bearing the Licensed Marks to Parent for approval prior to the first use of the Licensed Marks thereon.

Section 3.4    Parent shall have the right during the Term to inspect, upon reasonable notice and during normal business hours, SpinCo’s premises, records, operations, and samples in connection with the use of the Licensed Marks for the Products and Services, provided however that such inspection shall not be conducted in a manner that unduly interferes with SpinCo’s operations.

Section 3.5    During the Term, SpinCo shall not: (i) unless otherwise approved in writing by Parent in advance of such use, alter the Licensed Marks in any manner, including proportions, colors, elements, or otherwise; or animate, morph or otherwise distort its perspective or appearance; or alter any proprietary indicators, such as “TM,” or ®, which appear with the Licensed Marks; (ii) use the Licensed Marks in any manner that violates any Applicable Laws; (iii) use the Licensed Marks as a feature or design element of or alongside or in conjunction with any other logo or any other SpinCo’s name and/or trademark, unless approved in writing by Parent; or (iv) engage in any conduct that intentionally disparages, disputes, attacks, challenges, impairs, dilutes or is likely to harm the reputation or goodwill associated with the Licensed Marks or the rights of Parent therein.

ARTICLE IV

OWNERSHIP AND VALIDITY OF LICENSED MARKS

Section 4.1    SpinCo acknowledges and agree that (a) Parent owns all right, title, and interest in and to the Licensed Marks and (b) any and all goodwill, rights or interests that might be acquired by SpinCo through the use of the Licensed Marks shall be owned by and inure to the sole benefit of Parent. If SpinCo obtains any rights or interests in the Licensed Marks, SpinCo (on behalf of itself and its Affiliate) hereby transfers, and shall execute upon request by Parent any additional documents or instruments necessary or desirable to transfer, those rights or interests to Parent and its Affiliates. SpinCo acknowledges and agrees that nothing in this Agreement shall be construed as an assignment of any ownership interest in or to the Licensed Marks, and SpinCo shall not acquire any ownership of the Licensed Marks.

Section 4.2    SpinCo and its Affiliates agree not to (a) use or register in any jurisdiction any trademarks confusingly similar to, or consisting in whole or in part of, the Licensed Marks, (b) register the Licensed Marks in any jurisdiction, without in each case the express prior written consent of Parent, or (c) use the Licensed Marks in any trade name, service name, corporate name or designation without the express prior written consent of Parent.

Section 4.3    Parent and its Affiliates acknowledge and agree that SpinCo or one of its Affiliates owns all right, title, and interest in and to the SpinCo Marks.

Section 4.4    During the Term, SpinCo shall give Parent notice promptly of any known or presumed infringements or other violations of the Licensed Marks of which it becomes aware. Parent shall retain all rights to bring all actions and proceedings in connection with infringement or other violations of the

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Licensed Marks in its sole discretion. If Parent decides to enforce the Licensed Marks against an infringer, all costs incurred and recoveries made shall be for the account of Parent.

ARTICLE V

TERM AND TERMINATION

Section 5.1    The Term of this Agreement shall commence on the Effective Date and continue until terminated pursuant to the terms of this Section 5.1 or unless mutually agreed (the “Term”). This Agreement will also automatically terminate upon material cessation of use by SpinCo of all of the Licensed Marks and Domain Names licensed hereunder. The Transition Term may be extended by the Parties subject to good faith arms’ length negotiation as to the terms thereof.

Section 5.2    In the event that SpinCo materially breaches this Agreement, and Parent gives SpinCo written notice of such breach, SpinCo shall have sixty (60) days from its receipt of such notice to remedy such breach. If such breach is not remedied within such sixty (60) day period, Parent shall have the right to terminate this Agreement, subject to the dispute resolution procedure in Section 7.12 below.

Section 5.3    This Agreement shall automatically terminate with respect to SpinCo without notice to SpinCo by Parent in the event that SpinCo (a) commences, or has commenced against it, proceedings under bankruptcy, insolvency or debtor’s relief laws or similar laws in any other jurisdiction, which proceedings are not dismissed within sixty (60) days, (b) makes a general assignment for the benefit of its creditors, or (c) ceases operations or is liquidated or dissolved.

Section 5.4    Except as set forth herein, upon any expiration or termination of this Agreement, SpinCo shall cease and completely discontinue use of the Licensed Marks, the Domain Names, and all licenses granted to SpinCo herein shall immediately terminate; provided, however, that, notwithstanding the foregoing, SpinCo (a) shall have no obligation to remove, any Licensed Marks from historical books and records, archives, computer software, computer back-ups, or any other non-customer facing materials and (b) shall not be prohibited from using the Licensed Marks to the extent required or permitted by applicable Law.

Section 5.5    The following provisions of this Agreement shall survive any termination or expiration of this Agreement: Section 4.1, Section 4.2, Section 4.3, Article VI, and Article VII.

ARTICLE VI

INDEMNIFICATION; DISCLAIMERS; ASSUMPTION OF RISK

Section 6.1    SpinCo shall, during the Term and for twelve (12) months thereafter, fully indemnify and hold harmless Parent Indemnitees from and against any and all Indemnifiable Losses asserted against or suffered by any such party and arising out of a Third Party Claim resulting from (a) SpinCo’s breach of this Agreement; (b) any claim that SpinCo’s use of the Licensed Marks other than in accordance with the terms set forth in this Agreement, infringes or otherwise violates the Intellectual Property Rights of any third

5

party; and (c) claims by SpinCo’s customers against Parent to the extent caused by actions or omissions of SpinCo after the Effective Date in Commercializing Products and Services that bear the Licensed Marks, excluding Claims for which SpinCo (or any SpinCo Indemnitee) is indemnified or indemnifiable by Parent under the Separation Agreement. The Parties agree that this Section 6.1 does not limit or modify SpinCo’s indemnity obligations under the Separation Agreement.

Section 6.2    Parent shall, during the Term and for twelve (12) months thereafter, fully indemnify and hold harmless SpinCo Indemnitees from and against any and all Indemnifiable Losses asserted against or suffered by any such party and arising out of a Third Party Claim that SpinCo’s use of the Licensed Marks in accordance with the terms of this Agreement infringes any third party trademark rights. The Parties agree that this Section 6.2 does not limit or modify Parent’s indemnity obligations under the Separation Agreement.

Section 6.3    The Parties agree that Section 6.4(b) (Third Party Claims) of the Separation Agreement shall apply to each Party’s respective obligations under Sections 6.1 and 6.2, mutatis mutandis.

Section 6.4    EXCEPT AS SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, EACH PARTY AGREES AND ACKNOWLEDGES THAT THE LICENSED MARKS ARE LICENSED HEREUNDER “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), AND SUBJECT TO ALL EXISTING LICENSES AND RIGHTS GRANTED, AND THAT PARENT DOES NOT MAKE, AND PARENT HEREBY SPECIFICALLY DISCLAIMS, AND SPINCO AGREES IT HAS NOT RELIED UPON, ANY REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW, DOMESTIC OR FOREIGN, OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

ARTICLE VII

MISCELLANEOUS

Section 7.1    Entire Agreement; Construction. This Agreement, including the Exhibits, and the Separation Agreement and other Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and the Separation Agreement, this Agreement shall prevail with respect to the license of the Licensed Marks.

Section 7.2    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

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Section 7.3    Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section:

To Parent:

SolarWinds Corporation

7171 Southwest Parkway

Building 400

Austin, Texas

Attn:  General Counsel

Email: general_counsel@solarwinds.com

To SpinCo:

N-able, Inc.

301 Edgewater Dr., Suite 306

Wakefield, Massachusetts 01880

Attn:  General Counsel

Email: general_counsel@n-able.com

Section 7.4    Amendments; Consents; Waivers. No amendment or other modification of this Agreement or any schedule hereto shall be effective unless in a writing signed and delivered by both Parties hereto. Any consent or waiver required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent or waiver and shall be effective only against such Party (and its Group).

Section 7.5    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) a subsidiary of a Party, or (ii) a bona fide unaffiliated third party in connection with a change of control of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or otherwise;providedhowever that, unless otherwise agreed by the non-assigning Party or in connection with a change of control of a Party as described above, no assignment permitted by this Section shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

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Section 7.6    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 7.7    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any subsidiary of such Party or by any entity that becomes a subsidiary of such Party at and after the Effective Date, to the extent such subsidiary remains a Subsidiary of the applicable Party.

Section 7.8    Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 7.9    Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.10    Exhibits. The Exhibits shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 7.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 7.12    Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.

Section 7.13    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.14    Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “dollar” or “$” contained herein are to United States Dollars (unless otherwise specified). The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

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Section 7.15    No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.16    Bankruptcy. The Parties acknowledge and agree that this Agreement is a contract under which each Parent is a Parent of intellectual property as provided in Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”). Each Parent acknowledges that if it, as a debtor in possession, or a trustee in bankruptcy in a case under the Bankruptcy Code (the “Bankruptcy Trustee”) rejects this Agreement, a Licensee may elect to retain its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code.

Section 7.17    Specific Performance. Each of the Parties acknowledges and agrees that the breach of this Agreement would cause irreparable damage to the other Party and its Affiliates and that no such Party or its Affiliates will have an adequate remedy at law. Therefore, the obligations of the Parties under this Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which the Parties may have under this Agreement or otherwise.

Section 7.18    Relationship of the Parties. Nothing contained herein is intended or shall be deemed to make either Party the agent, employee, partner or joint venturer of the other Party or be deemed to provide such Party with the power or authority to act on behalf of the other Party or to bind the other Party to any contract, agreement or arrangement with any other individual or entity.

Section 7.19    Further Assurances. Each Party shall, and shall cause its Affiliates to, at its or their own expense, promptly do all things and execute all documents necessary to give full effect to this Agreement and the transactions contemplated by it, including, without limitation, executing all documents, certificates, sworn statements, agreements and other writings, and procuring the notarization and legalization thereof and/or its sworn translation if necessary, in connection with a request by any Governmental Entity for an original or duplicate version of this Agreement or required in order for the rights and obligations under this Agreement to be recognized and enforced in any jurisdiction.Each Party and its Affiliates shall undertake the foregoing at its or their own initiative or in cooperation with the other Party at its reasonable request.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

SolarWinds Corporation
By:	/s/ J. Barton Kalsu
Name:	J. Barton Kalsu
Title:	Executive Vice President, Chief Financial Officer
N-able, Inc.
By:	/s/ John Pagliuca
Name:	John Pagliuca
Title:	President, Chief Executive Officer.

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EX-10.6

Exhibit 10.6

Execution Version

SOFTWARE CROSS LICENSE AGREEMENT

by and between

SolarWinds Corporation

and

N-able, Inc.

Dated as of July 16, 2021

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS	1
Section 1.1     Definitions	1
ARTICLE II GRANTS OF RIGHTS	3
Section 2.1     License to SpinCo of Parent Software	3
Section 2.2     License to Parent of SpinCo Software	4
Section 2.3     Limitations	5
Section 2.4     Reservation of Rights	5
Section 2.5     Incidental Cross-License	5
ARTICLE III INTELLECTUAL PROPERTY OWNERSHIP	5
Section 3.1     Ownership.	5
ARTICLE IV RESTRICTIONS and ADDITIONAL OBLIGATIONS OF THE PARTIES	6
Section 4.1     General Restrictions	6
Section 4.2     Public Software	7
Section 4.3     Delivery	7
Section 4.4     No Support	7
Section 4.5     Export Control	7
ARTICLE V DISCLAIMERS; LIMITATIONS ON LIABILITY AND REMEDIES	8
Section 5.1     Disclaimer of Warranties	8
Section 5.2     Compliance with Laws and Regulations	8
ARTICLE VI LIABILITY AND INDEMNIFICATION	8
Section 6.1     Procedures	8
ARTICLE VII CONFIDENTIALITY	8
Section 7.1     Disclosure and Use Restrictions	8
Section 7.2     Survival	10
ARTICLE VIII TERM	10
Section 8.1     Term	10
Section 8.2     Limitation on Termination	10
Section 8.3     Survival	10
ARTICLE IX MISCELLANEOUS	11
Section 9.1     Entire Agreement; Construction	11
Section 9.2     Counterparts	11
Section 9.3     Notices	11
Section 9.4     Amendments; Consents; Waivers	11

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Section 9.5     Assignment	11
Section 9.6     Successors and Assigns	12
Section 9.7     Subsidiaries	12
Section 9.8     Third Party Beneficiaries	12
Section 9.9     Title and Headings	12
Section 9.10     Exhibits and Schedules	12
Section 9.11     Governing Law	12
Section 9.12     Dispute Resolution	12
Section 9.13     Severability	12
Section 9.14     Interpretation	12
Section 9.15     No Waiver	13
Section 9.16     Specific Performance	13
Section 9.17     Bankruptcy	13

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SOFTWARE CROSS LICENSE AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated July 16, 2021 (the “Separation Agreement”); and

WHEREAS, as of the Effective Date, the Parent Group owns certain software libraries and internal tools that are necessary or used in the SpinCo Business as of the Effective Date, and the SpinCo Group owns certain software libraries and internal tools that are necessary or used in the Parent Retained Businesses as of the Effective Date, and Parent wishes to grant to SpinCo, and SpinCo wishes to grant to Parent, a license to such software libraries and internal tools in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions.

(a)Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.

The following capitalized terms used in this Agreement shall have the meanings set forth below:

(1)“Distribute” means to: (a) make and distribute copies of a Product containing an Integrated component of Licensed Software (in Executable Code form) to a Third Party; and (b) sublicense to such third party the right to use the Licensed Software (in Executable Code form) solely as Integrated into the Product, provided that prior to each such distribution SpinCo or Parent, as licensor, obtains from such Third Party a legally-binding, written or electronic license agreement that both (i) contains terms and conditions no less protective of Parent’s or SpinCo’s rights in the applicable Licensed Software than those that SpinCo or Parent applies to its own proprietary software; and (ii) is fully consistent with the terms and conditions of this Agreement. A Party may exercise this Distribution right through multiple tiers, provided that each sub-distributor is bound by a written agreement that meets the foregoing requirements and further requires the sub-distributor to impose the same license requirements upon any Third Party to which it distributes the Licensed Software (as Integrated into the Product in Executable Code form or, solely to the extent expressly authorized by Article 2 of this Agreement, on a stand-alone basis).

(2) “End User” means an end-user in any location worldwide that acquires a SpinCo Product for its own internal use purposes and not for further resale, redistribution or other Third Party use.

(3)“End User Rights” means, with respect to a specified software component of the Licensed Software, (i) the right to reproduce such software component, solely as necessary to install and make backups of such software component in accordance with the applicable end user license agreement; and (ii) perform and display such software component, solely as necessary to use such software component in accordance with the applicable end user license agreement.

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(4)“Executable Code” means the fully-compiled version of a software program that can be executed by a computer and used by an end user without further compilation.

(5)“Integrate” and “Integrating” mean, with respect to a specified software library of the Licensed Software, to embed such Licensed Software within a Product in a manner such that the Licensed Software operates in conjunction with the Product, and does not function in a standalone fashion.

(6)“Intellectual Property” means any and all inventions (whether or not patentable), discoveries, materials, tools, software (both source and object code), works of authorship, know-how, technical information, trade secrets, work product, methods, processes, designs, schematics, and other forms of technology.

(7)“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trade secret rights; (c) patent and industrial property rights; (d) trademark and trade name rights and similar rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

(8)“Licensed Software” shall mean the Parent Software or the SpinCo Software, as applicable.

(9)“Parent Components” means the software libraries licensed by Parent to the SpinCo Group hereunder (in both Source Code and Executable Code form), as identified on Exhibit A, and any related documentation.

(10)“Parent Internal-Use Tools” means the software tools licensed by Parent to the SpinCo Group hereunder (in both Source Code and Executable Code form), as identified on Exhibit A and any related documentation.

(11)“Parent Products” means any software product owned or distributed by a member of the Parent Group under a brand of a Parent Group member.

(12)“Parent Software” means the Parent Internal-Use Tools and Parent Components.

(13)“Product” a Parent Product or a SpinCo Product, as applicable.

(14)“Public Software” means any software that is licensed under terms providing that (a) a licensee of the software is authorized to modify or make derivative works of the Source Code for the software; and (b) the licensee is authorized to distribute derivative works of the software only if subsequent licensees are granted a license to modify or make further distributed works of the Source Code for licensee’s derivative works.

(15)“Source Code” means the human-readable version of a software program that can be compiled into Executable Code.

(16)“SpinCo Components” means the software libraries licensed by SpinCo to the Parent Group hereunder (in both Source Code and Executable Code form), as identified on Exhibit B, and any related documentation.

(17)“SpinCo Internal-Use Tools” means the software tools licensed by SpinCo to the Parent Group hereunder (in both Source Code and Executable Code form), as identified on Exhibit B and any related documentation.

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(18)“SpinCo Products” means any software product owned or distributed by a member of the SpinCo Group under the brand of a SpinCo Group member.

(19)“SpinCo Software” means the Parent Internal-Use Tools and Parent Components.

(20)“Third Party” means any Person other than Parent, SpinCo, and their respective Affiliates.

ARTICLE II

GRANTS OF RIGHTS

Section 2.1License to SpinCo of Parent Software.

(a)Parent Internal-Use Tools. Subject to the terms and conditions of this Agreement, Parent, on behalf of the Parent Group, grants to the SpinCo Group a perpetual, irrevocable, nonexclusive, worldwide, non-transferable (except to the extent permitted in Section 9.5), royalty-free and fully-paid license, under all of the Parent Group’s Intellectual Property Rights in the Parent Internal-Use Tools, to (a) use and reproduce the Parent Internal-Use Tools, in whole or in part, in Source Code and Executable Code form internally for the purposes of performing the SpinCo Group’s internal build, localization, quality assurance and technical support processes and use of the Parent Internal-Use Tools as an internal service in conjunction with SpinCo Products; and (b) modify and create derivative works of the Parent Internal-Use Tools, in whole or in part, for the sole purpose of performing the SpinCo Group’s internal build, localization, quality assurance and technical support processes and use of the Parent Internal-Use Tools as an internal service in conjunction with SpinCo Products, including for verification and compliance purposes. The SpinCo Group shall have the right to sublicense the Parent Internal-Use Tools to subcontractors, consultants, cloud hosting providers and other Third Parties with which the SpinCo Group may work from time to time, solely for use for or on behalf of the SpinCo Group, provided that each such sublicense is under terms and conditions no less protective of the Parent Group and the Parent Internal-Use Tools than, and consistent with, the terms and conditions of this Agreement.

(b)Parent Components. Subject to the terms and conditions of this Agreement, Parent, on behalf of the Parent Group, grants to the SpinCo Group a perpetual, irrevocable, nonexclusive, worldwide, non-transferable (except to the extent permitted in Section 9.5), royalty-free and fully-paid license, under all of the Parent Group’s Intellectual Property Rights in the Parent Components, to (a) use, modify and reproduce the Parent Components, in whole or in part, in Source Code form, for the sole purpose of Integrating the Parent Components into SpinCo Products; (b) create derivative works of the Parent Components, in whole or in part, in connection with Integrating them into SpinCo Products (in Executable Code form); (c) use, modify, reproduce, perform, and display the Parent Components, solely as Integrated (in Executable Code form only) into SpinCo Products, for the purpose of supporting and maintaining SpinCo Products; and (d) Distribute the Parent Components, solely as Integrated (in Executable Code form only) into SpinCo Products, through multiple tiers to End Users. The SpinCo Group shall have the right to sublicense the aforementioned license to: (i) End Users, provided that such sublicense is limited to the End User Rights; (ii) redistributors, provided that such sublicense is limited to the rights described in subsection (d) of the previous sentence; and (iii) subcontractors, consultants and other Third Parties with which the SpinCo Group may work from time to time, provided that each such sublicense granted pursuant to this subpart (iii) is limited solely to performing work on the SpinCo Group’s behalf and only as permitted by, and in accordance with, the terms of this Section 2.1(b) and under terms and conditions no less protective of Parent and the Parent Components than the terms and conditions of this Agreement. The SpinCo Group shall use its reasonable efforts to remove all the Parent Group’s trademarks from Parent Components as Integrated into SpinCo Products to the extent

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visible to End-Users through the user interface, product marking or documentation of the SpinCo Products that have Parent Components, at the next major release in which such removal is practical; provided, however, that the foregoing does not apply to a Parent Group trademark contained therein, to the extent expressly licensed to a member of the SpinCo Group pursuant to an Ancillary Agreement.

Section 2.2License to Parent of SpinCo Software.

(a)SpinCo Internal-Use Tools. Subject to the terms and conditions of this Agreement, SpinCo, on behalf of the SpinCo Group, grants to the Parent Group a perpetual, irrevocable, nonexclusive, worldwide, non-transferable (except to the extent permitted in Section 9.5), royalty-free and fully-paid license, under all of the SpinCo Group’s Intellectual Property Rights in the SpinCo Internal-Use Tools, to (a) use and reproduce the SpinCo Internal-Use Tools, in whole or in part, in Source Code and Executable Code form internally for the purposes of performing the Parent Group’s internal build, localization, quality assurance and technical support processes and use of the SpinCo Internal-Use Tools as an internal service in conjunction with Parent Products; and (b) modify and create derivative works of the SpinCo Internal-Use Tools, in whole or in part, for the sole purpose of performing the Parent Group’s internal build, localization, quality assurance and technical support processes and use of the SpinCo Internal-Use Tools as an internal service in conjunction with Parent Products, including for verification and compliance purposes. The Parent Group shall have the right to sublicense the SpinCo Internal-Use Tools to subcontractors, consultants, cloud hosting providers and other Third Parties with which the Parent Group may work from time to time, solely for use for or on behalf of the Parent Group, provided that each such sublicense is under terms and conditions no less protective of the SpinCo Group and the SpinCo Internal-Use Tools than, and consistent with, the terms and conditions of this Agreement.

(b)SpinCo Components. Subject to the terms and conditions of this Agreement, SpinCo, on behalf of the SpinCo Group, grants to the Parent Group a perpetual, irrevocable, nonexclusive, worldwide, non-transferable (except to the extent permitted in Section 9.5), royalty-free and fully-paid license, under all of the SpinCo Group’s Intellectual Property Rights in the SpinCo Components, to (a) use, modify and reproduce the SpinCo Components, in whole or in part, in Source Code form, for the sole purpose of Integrating the SpinCo Components into SpinCo Products; (b) create derivative works of the SpinCo Components, in whole or in part, in connection with Integrating them into Parent Products (in Executable Code form); (c) use, modify, reproduce, perform, and display the SpinCo Components, solely as Integrated (in Executable Code form only) into Parent Products, for the purpose of supporting and maintaining Parent Products; and (d) Distribute the SpinCo Components, solely as Integrated (in Executable Code form only) into Parent Products, through multiple tiers to End Users. The Parent Group shall have the right to sublicense the aforementioned license to: (i) End Users, provided that such sublicense is limited to the End User Rights; (ii) redistributors, provided that such sublicense is limited to the rights described in subsection (d) of the previous sentence; and (iii) subcontractors, consultants and other Third Parties with which the Parent Group may work from time to time, provided that each such sublicense granted pursuant to this subpart (iii) is limited solely to performing work on the SpinCo Group’s behalf and only as permitted by, and in accordance with, the terms of this Section 2.2(b) and under terms and conditions no less protective of the SpinCo Group and the SpinCo Components than the terms and conditions of this Agreement. The Parent Group shall use its reasonable efforts to remove the SpinCo Group’s trademarks from SpinCo Components as Integrated into Parent Products to the extent visible to End-Users through the user interface, product marking or documentation of the Parent Products that have SpinCo Components, at the next major release in which such removal is practical; provided, however, that the foregoing does not apply to a SpinCo Group trademark

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contained therein, to the extent expressly licensed to a member of the Parent Group pursuant to an Ancillary Agreement.

Section 2.3Limitations. Notwithstanding anything to the contrary herein, the licenses hereunder are subject to any rights of or obligations owed to any Third Party under any agreement existing as of the Effective Date between a Party, as licensor, or its Affiliates and any such Third Party.

Section 2.4Reservation of Rights. Each Party reserves its and its Affiliates’ rights in and to all Intellectual Property that is not expressly licensed hereunder. Without limiting the foregoing, this Agreement and the licenses and rights granted herein do not, and shall not be construed to, confer any rights upon either Party or its Affiliates by implication, estoppel, or otherwise as to any of the other Party’s or its Affiliates’ Intellectual Property, except as otherwise expressly set forth herein.

Section 2.5Incidental Cross-License. Subject to the terms and conditions of this Agreement, each Party, on behalf of itself and its Affiliates, hereby grants to the other Party and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid and nontransferable (except to the extent permitted in Section 9.5) license, under all Intellectual Property Rights in all software code owned by the granting Party and incorporated in a limited, insubstantial, or incidental manner into any product or service of the other Party (including any internal service or tool), to (a) use, reproduce, Distribute through multiple tiers, perform, display, modify, create derivative works of, and otherwise exploit in any manner the such Intellectual Property Rights and any modifications created by or for the receiving Party to any such Intellectual Property Rights; (b) sublicense all of the foregoing rights to the receiving Party’s and its Affiliates’ Third Party independent contractors for the purpose of exercising such rights for the receiving Party’s benefit; and (c) sublicense all of the foregoing rights, through multiple tiers, to distributors and end-users of any products or services incorporating such Intellectual Property Rights or such modifications. For the avoidance of doubt, the foregoing cross-license will not apply to, supplement, or alter in any way the Parties’ respective rights and obligations as to software code that is the subject of express definitions and provisions in this Agreement, the Separation Agreement, or any other written agreements between the Parties.

ARTICLE III

INTELLECTUAL PROPERTY OWNERSHIP

Section 3.1Ownership.

(a)As between the Parties, SpinCo acknowledges and agrees that (a) Parent owns the Parent Software, (b) neither SpinCo nor its Affiliates will acquire any rights in the Parent Software, except for the licenses and sublicenses granted pursuant to Section 2.1, and (c) SpinCo shall not, and shall cause its Affiliates and its sublicensees to not, represent that they have an ownership interest in any of the Parent Software.

(b)As between the Parties, Parent acknowledges and agrees that (a) SpinCo owns the SpinCo Software, (b) neither Parent nor its Affiliates will acquire any rights in the SpinCo Software, except for the licenses and sublicenses granted pursuant to Section 2.2, and (c) Parent shall not, and shall cause its Affiliates and its sublicensees to not, represent that they have an ownership interest in any of the SpinCo Software.

(c)To the extent that a Party (the “Assigning Party”) or its Affiliates are assigned or otherwise obtain ownership of any right, title, or interest in or to any Intellectual Property in contravention of the foregoing Section 3.1(a) or Section 3.1(b), such Assigning Party hereby assigns, and shall cause its Affiliates and Sublicensees to assign, to the other Party all such right, title, and interest. Upon such

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other Party’s request, the Assigning Party shall, at its own cost and expense, take all reasonable actions, including executing all assignments and other documents, necessary to perfect or record such other Party’s right, title, and interest in and to such Intellectual Property.

(d)As between the Parties, each Party shall own all derivative works of, and improvements and modifications made by or on behalf of such Party with respect to, the other Party’s Licensed Software.

ARTICLE IV

RESTRICTIONS AND ADDITIONAL OBLIGATIONS OF THE PARTIES

Section 4.1General Restrictions.

(a)SpinCo acknowledges that the Parent Software and its structure, organization, and Source Code constitute valuable trade secrets of Parent. Accordingly, except to the extent expressly permitted under Article 2, SpinCo agrees to not, and shall cause its Affiliates and its sublicensees to not, do any of the following: (a) modify, adapt, alter, translate, or create derivative works of the Parent Software; (b) merge the Parent Software with other software; (c) distribute, sublicense, lease, rent, loan, or otherwise transfer the Parent Software to any Third Party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Source Code of any Parent Software not originally supplied by Parent to SpinCo in Source Code form; (e) use (or permit the use of) the Parent Software in any service bureau or time-sharing arrangement, except to the extent that the SpinCo Product in which the Parent Software is Integrated is also being used in a service bureau or time-sharing arrangement or the Parent Software is provided by a cloud hosting provider as an internal service to SpinCo; or (f) otherwise use or copy the Parent Software. Except as expressly required or permitted in this Agreement (e.g., with respect to removal of Parent Group trademarks, if any), the SpinCo Group must reproduce, on all copies made by or for any of the SpinCo Group, and must not remove, alter or obscure in any way all proprietary rights notices (including copyright notices) of the Parent Group or its suppliers furnished by Parent on or within the copies of the Parent Software. SpinCo agrees to, and shall cause its Affiliates and its sublicensees to, comply at all times with the additional restrictions set forth on Exhibit A.

(b)Parent acknowledges that the SpinCo Software and its structure, organization, and Source Code constitute valuable trade secrets of SpinCo. Accordingly, except to the extent expressly permitted under Article 2, Parent agrees to not, and shall cause its Affiliates and its sublicensees to not, do any of the following: (a) modify, adapt, alter, translate, or create derivative works of the SpinCo Software; (b) merge the SpinCo Software with other software; (c) distribute, sublicense, lease, rent, loan, or otherwise transfer the SpinCo Software to any Third Party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Source Code of any SpinCo Software not originally supplied by SpinCo to Parent in Source Code form; (e) use (or permit the use of) the SpinCo Software in any service bureau or time-sharing arrangement, except to the extent that the Parent Product in which the SpinCo Software is Integrated is also being used in a service bureau or time-sharing arrangement or the Parent Software is provided by a cloud hosting provider as an internal service to Parent; or (f) otherwise use or copy the SpinCo Software. Except as expressly required or permitted in this Agreement (e.g., with respect to removal of the SpinCo Group trademarks, if any), the Parent Group must reproduce, on all copies made by or for any of the the Parent Group, and must not remove, alter or obscure in any way all proprietary rights notices (including copyright notices) of the SpinCo Group or its suppliers furnished by SpinCo on or within the copies of the SpinCo Software.

Section 4.2Public Software.

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(a)Under no circumstances will SpinCo incorporate or use Public Software, in whole or in part (or subject any SpinCo Product to a Public Software license) in any manner that may subject the “Topology Library” Parent Component (or any derivative work thereof), in whole or in part, to any requirement or condition that the “Topology Library” Parent Component (or any derivative work thereof) or any part thereof, be (a) disclosed or distributed in Source Code form, (b) licensed for the purpose of making modifications or derivative works, or (c) redistributable at no charge. SpinCo shall cause its Affiliates to comply with this paragraph.

(b)Under no circumstances will Parent incorporate or use Public Software, in whole or in part (or subject any Parent Product to a Public Software license) in any manner that may subject the “Threat Monitor” SpinCo Component (or any derivative work thereof), in whole or in part, or “Topology Library” Parent Component (or any derivative work thereof), in whole or in part, to any requirement or condition that any the “Threat Monitor” SpinCo Component (or any derivative work thereof), or any part thereof or “Topology Library” Parent Component (or any derivative work thereof), or any part thereof, be (a) disclosed or distributed in Source Code form, (b) licensed for the purpose of making modifications or derivative works, or (c) redistributable at no charge. Parent shall cause its Affiliates to comply with this paragraph.

Section 4.3Delivery.

(a)Promptly after the Effective Time, Parent will make the Parent Software (including, where licensed, Source Code) that are not already in SpinCo’s possession available to SpinCo by electronic or other means, in accordance with instructions to be delivered to SpinCo by Parent. The Parent Software not already in SpinCo’s possession shall be deemed accepted upon their being made available to SpinCo by Parent.

(b)Promptly after the Effective Time, SpinCo will make the SpinCo Software (including, where licensed, Source Code) that are not already in Parent’s possession available to Parent by electronic or other means, in accordance with instructions to be delivered to Parent by SpinCo. The SpinCo Software not already in Parent’s possession shall be deemed accepted upon their being made available to Parent by SpinCo.

Section 4.4No Support. This Agreement shall not obligate either Party to provide support to the other Party or to disclose to the other Party any Intellectual Property except as expressly set forth herein. Any agreed upon support would be provided under the Parties’ Transition Services Agreement.

Section 4.5Export Control.

(a)SpinCo will comply, and cause its Affiliates to comply, with all applicable export and import control laws and regulations in its use of the Parent Software, and, in particular, the SpinCo Group will not export or re-export the Parent Software without all required United States and foreign government licenses. Parent shall reasonably cooperate with any written requests from SpinCo to provide information solely in Parent’s possession to assist SpinCo in determining where any such licenses are required with respect to the Parent Software.

(b)Parent will comply, and cause its Affiliates to comply, with all applicable export and import control laws and regulations in its use of the SpinCo Software, and, in particular, the Parent Group will not export or re-export the SpinCo Software without all required United States and foreign government licenses. SpinCo shall reasonably cooperate with any written requests from Parent to provide information solely in SpinCo’s possession to assist Parent in determining where any such licenses are required with respect to the SpinCo Software.

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ARTICLE V

DISCLAIMERS; LIMITATIONS ON LIABILITY AND REMEDIES

Section 5.1Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge and agree that the Licensor Software is provided as-is, that each Party, as licensee, assume all risks and Liability arising from or relating to its use of and reliance upon the Licensor Software and that each Party makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE LICENSED SOFTWARE, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY IN REGARD TO TITLE, QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 5.2Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY OF THE LICENSED SOFTWARE THAT COULD BE CONSTRUED TO REQUIRE A PARTY AS LICENSOR TO PROVIDE LICENSED SOFTWARE HEREUNDER IN SUCH A MANNER TO ALLOW A LICENSEE TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH LICENSEE.

ARTICLE VI

LIABILITY AND INDEMNIFICATION

Section 6.1Procedures. The provisions of Article VII of the Separation Agreement shall govern any and all Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.

ARTICLE VII

CONFIDENTIALITY

Section 7.1Disclosure and Use Restrictions

(a)Confidential Information. Each Party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other Party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend. The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information to the Receiving Party within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, however, the Parent Software and any documentation pertaining thereto shall be deemed to be the Confidential Information of Parent, and any and all SpinCo Software and any documentation pertaining thereto shall be deemed to be the Confidential Information of SpinCo.

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(b)Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

(c)Exceptions. The Receiving Party’s obligations under Section 7.1(b) with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party, except with respect to Confidential Information of a Disclosing Party that was known to the Receiving Party prior to the Effective Time due to (i) the ownership of the specific Confidential Information by the Receiving Party prior to the Effective Time or (ii) the fact the employees of the Receiving Party were employees of the Disclosing Party prior to the Effective Time; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

(d)Source Code Treatment.

(1)SpinCo will use, and cause its Affiliates to use, the same degree of care and employ the same procedural safeguards to protect the Source Code of the Licensed Software that the SpinCo Group uses to protect its own valuable Source Code, but in no event less than reasonable care. Without limiting the generality of the foregoing, the SpinCo Group will not (a) disclose the Source Code of the Licensed Software or any portion thereof except to its employees and contractors who have a need to receive such Source Code for a purpose authorized by this Agreement; (b) reproduce the Source Code in any form or medium except as reasonably necessary for purposes authorized by this Agreement; (c) store or otherwise use the Source Code except on a computer system that has a password logon procedure; or (d) use the Source Code for any purpose not specifically authorized in this Agreement. SpinCo will immediately notify Parent if SpinCo becomes aware of any unauthorized use or disclosure of the Source Code for the Licensed Software.

(2)Parent will use, and cause its Affiliates to use, the same degree of care and employ the same procedural safeguards to protect the Source Code of the SpinCo Software that the Parent Group uses to protect its own valuable Source Code, but in no event less than reasonable care. Without limiting the generality of the foregoing, the Parent Group will not (a) disclose the Source Code of the SpinCo Software or any portion thereof except to its employees and contractors who have a need to receive such Source Code for a purpose authorized by this Agreement; (b) reproduce the Source Code in any form or medium

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except as reasonably necessary for purposes authorized by this Agreement; (c) store or otherwise use the Source Code except on a computer system that has a password logon procedure; or (d) use the Source Code for any purpose not specifically authorized in this Agreement. Parent will immediately notify SpinCo if Parent becomes aware of any unauthorized use or disclosure of the Source Code for the SpinCo Software.

(e)Return of Confidential Information. The Receiving Party will either, at its option, return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the termination of this Agreement; provided, however, that a Receiving Party may retain Confidential Information of the Disclosing Party to the extent necessary to provide support to the Receiving Party and its Affiliates’ licensees who are under license agreements in effect as of the time of termination, so long as such party returns (or destroys) and permanently erases the retained Confidential Information as soon as the need for it ends. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section promptly following termination and, if Confidential Information is retained, again following cessation of the need for it.

(f)Remedies. The Parties agree that irreparable damage may occur if the provisions of this Section 7.1 are not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 7.2Survival. The confidentiality and nondisclosure obligations of this Article VII shall survive the expiration or termination of this Agreement.

ARTICLE VIII

TERM

Section 8.1Term. The term of this Agreement shall be perpetual.

Section 8.2Limitation on Termination. This Agreement may not be terminated unless agreed to in writing by the Parties. If a Party commits a material breach of this Agreement, and such breach is not cured within thirty (30) days after written notice of such breach, then the aggrieved party may seek injunctive relief or other appropriate remedies; provided, however, that such Party shall not, under any circumstances (including bankruptcy or insolvency of the other Party), terminate such licenses. In the event of any breach of this Agreement, both Parties may continue to operate under the licenses herein, and an aggrieved party’s sole remedy shall be injunctive relief to restrain use outside the license scope, an order for specific performance of this Agreement, and monetary damages and awards as appropriate.

Section 8.3Survival. Expiration and termination of this Agreement, in part or in its entirety, shall not terminate a Party’s obligation to pay amounts hereunder that have accrued prior to the effective date of such expiration or termination (as applicable). The following provisions of this Agreement, together with all other provisions of this Agreement that expressly specify that they survive, shall survive expiration and termination of this Agreement: Articles I, III, V, VI, VII, and IX and this Section8.3.

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ARTICLE IX

MISCELLANEOUS

Section 9.1Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Separation Agreement and other Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.

Section 9.2Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 9.3Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.3):

To Parent:

SolarWinds Corporation

7171 Southwest Parkway

Building 400

Austin, Texas

Attn: General Counsel

Email: general_counsel@solarwinds.com

To SpinCo:

N-able, Inc.

301 Edgewater Dr., Suite 306

Wakefield, Massachusetts 01880

Attn: General Counsel

Email: general_counsel@n-able.com

Section 9.4Amendments; Consents; Waivers. No amendment or other modification of this Agreement or any schedule hereto shall be effective unless in a writing signed and delivered by both Parties hereto. Any consent or waiver required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent or waiver and shall be effective only against such Party (and its Group).

Section 9.5Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to

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(i) a Subsidiary of a Party, or (ii) a bona fide unaffiliated third party in connection with a Change of Control of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or otherwise;providedhowever that, unless otherwise agreed by the non-assigning Party or in connection with a Change of Control of a Party as described above, no assignment permitted by this Section 9.5 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

Section 9.6Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 9.7Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 9.8Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 9.9Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 9.10Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 9.11Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 9.12Dispute Resolution. The provisions of Article IX of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.

Section 9.13Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.14Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “dollar” or “$” contained herein are to United States Dollars (unless otherwise specified). The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

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Section 9.15No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 9.16Specific Performance. The Parties acknowledge that the obligations provided under this Agreement are unique and recognize and affirm that in the event of a breach of this Agreement by a Party, money damages may be inadequate and Parent and SpinCo may have no adequate remedy at law. Accordingly, each Party shall have the right, in addition to any other rights and remedies existing in its favor, to enforce their rights and the other Party’s obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief.

Section 9.17Bankruptcy. For the purposes of this Section 9.17, “Licensee” means the Party receiving the applicable license and “Licensor” means the Party granting the applicable license. The Parties acknowledge and agree that this Agreement is a contract under which each Licensor is a licensor of intellectual property as provided in Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”). Each Licensor acknowledges that if it, as a debtor in possession, or a trustee in bankruptcy in a case under the Bankruptcy Code (the “Bankruptcy Trustee”) rejects this Agreement, the Licensee may elect to retain its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

SolarWinds Corporation
By:	/s/ J. Barton Kalsu
Name: J. Barton Kalsu
Title: Executive Vice President, Chief Financial Officer
N-able, Inc.
By:	/s/ John Pagliuca
Name: John Pagliuca
Title: President, Chief Executive Officer

EX-99.1

Exhibit 99.1

July 12, 2021

Dear SolarWinds Shareholder:

On June 25, 2021, the board of directors of SolarWinds Corporation (“SolarWinds”) approved the separation of our MSP business, now known as N-able, Inc. (“N-able”), into a newly created and separately traded public company.

Following the separation, N-able will provide cloud-based software solutions for managed service providers, enabling them to support digital transformation and growth within small and medium-sized enterprises. SolarWinds will retain its Core IT Management business focused primarily on providing IT infrastructure management software to corporate IT organizations.

We believe that the separation will enable shareholders to more clearly evaluate the performance and future prospects of each business, SolarWinds and N-able, on a standalone basis, while allowing each to pursue its own distinct business strategy and capital allocation policy.

The separation will be effected by means of a pro rata distribution of shares N-able common stock to holders of SolarWinds common stock, as described in the attached information statement. For U.S. federal income tax purposes, the distribution is intended to be tax-free to SolarWinds shareholders. Holders of SolarWinds common stock as of the record date are not being asked to take any action to receive N-able common stock in the distribution. No stockholder approval of the distribution is required, and you do not need to pay any consideration, exchange or surrender your existing shares of SolarWinds common stock or take any other action to receive your shares of N-able common stock. The distribution will not affect the number of outstanding shares of SolarWinds common stock or any rights of SolarWinds stockholders.

We encourage you to read the attached information statement, which describes the separation from SolarWinds in detail and contains important business, financial and strategic information about N-able.

We thank you for your continuing support of SolarWinds and look forward to your future support of N-able.

Sincerely,

Sudhakar Ramakrishna

President and Chief Executive Officer

SolarWinds Corporation

July 12, 2021

Dear Future N-able Shareholder:

On behalf of N-able, Inc. (“N-able”), I am excited to welcome you as a future shareholder of our company.

At N-able, we play a critical role in simplifying IT complexity and security for small and medium-sized enterprises, or SMEs, who are the heartbeat of our global economy. Companies, big and small, across all industries have been challenged to keep pace with digital transformation. While headlines focus on this shift for large enterprises, SMEs also have been fighting to survive or thrive amid a dynamic landscape and uncertain times. As SMEs have leaned into this transformation, there is a core group of organizations, managed services providers, or MSPs, helping SMEs navigate, deploy and secure the technology they need to scale and succeed. We believe MSPs need a partner who is singularly focused on ensuring they’re prepared to tackle the IT challenges they and their SME customers face today and tomorrow and that N-able is that partner. We empower MSPs with purpose-built technology to accelerate digital transformation and growth for their SME customers.

We began our journey nearly 20 years ago, and our focus from day one has been to build a platform of software solutions designed to solve the complex, operational tasks that our MSP partners face on a day-to-day basis. From the beginning, we have complemented our platform with programs and resources designed to equip our MSP partners with the tools and skills they need to drive success and growth in their businesses. In December 2020, we announced that we are rebranding our business with a familiar name, N-able, extending the roots of who we are as a company to reflect the performance, protection, and partnership we provide our MSP partners. As a standalone entity under the N-able brand, we intend to continue to deliver enterprise-grade technology for our MSP partners to power their SME customers. The key tenants of our strategy will be to lead with technology, manage growth at scale and maintain strong operational discipline. We will continue to innovate to keep pace with evolving technology and further the extensibility of our platform and its suitability for the changing needs of our MSP partners and their customers. We continuously look to improve and refine our partner success initiatives to help our MSP partners better manage their own businesses, offer services enabled by our platform and expand their customer base and usage of the solutions our platform provides.

As we prepare to move beyond the global pandemic, we believe the importance of what we do as a company has never been as clear as it is today with the “always-on,” globally distributed IT demands of modern businesses. In everything we do, we will remain steadfast in our commitment to our MSP partners while further capturing our opportunity for mutual success. We will remain focused on running our business and sustaining our industry leadership and strong financial profile through operational discipline and securing outstanding, diverse talent.

We invite you to learn more about our company by reading the enclosed information statement, which details our business model, market opportunity, and strategy to drive near and long-term growth and generate value for our shareholders. We are excited about our future as an independent, publicly traded company, and look forward to your continued support as an N-able shareholder as we begin this new chapter of our journey.

Thank you,

John Pagliuca

President and Chief Executive Officer

N-able, Inc.

INFORMATION STATEMENT

N-able, Inc.

Common Stock

(par value $0.001 per share)

We are sending you this information statement in connection with the separation and distribution by SolarWinds Corporation (“SolarWinds”) of its wholly-owned subsidiary, N-able, Inc. (“N-able”). To effect the separation and distribution, SolarWinds will distribute all of the shares of N-able common stock owned by SolarWinds on a pro rata basis to the holders of SolarWinds common stock. We expect that the distribution of N-able common stock will be tax-free to holders of SolarWinds common stock for U.S. federal income tax purposes, except with respect to cash that stockholders may receive (if any) in lieu of fractional shares.

On July 11, 2021, we entered into a privately negotiated common stock purchase agreement with certain accredited investors, or the Investors, to sell, prior to the consummation of the separation and distribution, an aggregate of 20,623,282 newly-issued shares of N-able common stock, which we anticipate will represent approximately 11.5% of our total shares of common stock as of the time of the separation and distribution. We refer to this transaction as the “Private Placement.” The price per share of shares of N-able common stock to be sold in the Private Placement is fixed at $10.91, which was determined through private negotiation between the Investors and N-able. The initial issuance and sale of such shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”); however, we have granted registration rights to the Investors with respect to the shares of our common stock purchased by them in the Private Placement and have agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares. Upon the closing of the Private Placement, and prior to consummation of the separation and distribution, we will pay a dividend to SolarWinds in an amount equal to the net proceeds of the Private Placement, which amount is anticipated to be approximately $216.0 million. We will not retain any of the net proceeds of the Private Placement.

If you are a record holder of SolarWinds common stock as of the close of business on July 12, 2021, which is the record date for the distribution, you will be entitled to receive one share of N-able common stock for every two shares of SolarWinds common stock that you hold on that date. SolarWinds will distribute its shares of N‑able common stock in book-entry form, which means that we will not issue physical stock certificates. The transfer and distribution agent will not distribute any fractional shares of N-able common stock.

The distribution will be effective as of 11:59 p.m., New York City time, on July 19, 2021. Immediately after the distribution becomes effective, N-able will be a separate publicly traded company.

SolarWinds’ stockholders are not required to vote on or take any other action to approve the separation and distribution. We are not asking you for a proxy and request that you do not send us a proxy. SolarWinds stockholders will not be required to pay any consideration for the shares of N-able common stock they receive in the distribution, and they will not be required to surrender or exchange their shares of SolarWinds common stock or take any other action in connection with the separation and distribution.

N-able was formed as a Delaware limited liability company on November 30, 2020. On April 12, 2021, N‑able was converted from a limited liability company to a Delaware corporation. SolarWinds currently beneficially owns all of the outstanding equity of N-able.

No trading market for N-able common stock currently exists. We expect, however, that a limited trading market for N-able common stock, commonly known as a “when-issued” trading market, will develop as early as one trading day prior to the record date for the distribution, and we expect “regular-way” trading of N-able common stock will begin on the first trading day after the distribution date. We have been approved to list N-able common stock on the New York Stock Exchange (the “NYSE”) under the ticker symbol “NABL.” The listing is subject to approval of our application.

Following the separation and distribution, N-able will qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, is allowed to provide in this information statement more limited disclosures than an issuer that would not so qualify. In addition, for so long as N-able remains an emerging growth company, it may take advantage, for a period of time, of certain exceptions from the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act of 2010.

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 22.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is July 12, 2021.

This information statement was first made available to SolarWinds stockholders on or about July 12, 2021.

Table of Contents

	Page
Summary	1
Summary Historical Combined Financial Data	12
Questions and Answers About the Separation and Distribution	14
Risk Factors	22
Special Note Regarding Forward-Looking Statements	59
The Separation and Distribution	61
Market and Industry Data	67
Dividend Policy	68
Capitalization	69
Unaudited Pro Forma Combined Financial Statements	70
Selected Historical Combined Financial Data	80
Management’s Discussion and Analysis of Financial Condition and Results of Operations	86
Business	118
Management	135
Executive Compensation	142
Certain Relationships and Related Party Transactions	156
Security Ownership of Certain Beneficial Owners and Management	168
Description of Indebtedness	171
Description of Capital Stock	174
Shares Eligible for Future Sale	180
U.S. Federal Income Tax Considerations	181
Where You Can Find More Information	185
Index to Combined Financial Statements	F-1

Summary

This summary highlights selected information that is presented in greater detail elsewhere in this information statement. This summary is included for convenience only and should not be considered complete. This summary is qualified in its entirety by more detailed information contained elsewhere in this information statement, which should be read in its entirety.

As used in this information statement, the terms “N-able,” the “Company,” “we,” “us” and “our,” depending on the context, refer to N-able, Inc. and its consolidated subsidiaries after giving effect to the separation and distribution described under “Certain Relationships and Related Party Transactions— Relationship with SolarWinds.” As used in this information statement, references to “SolarWinds” or “Parent” refer to SolarWinds Corporation.

We describe in this information statement the business that will be contributed to us by SolarWinds as part of our separation from SolarWinds, which we refer to as the N-able business, as if it was our business for all historical periods described. Our historical financial results as part of SolarWinds contained in this information statement may not reflect our financial results in the future as a stand-alone company or what our financial results would have been had we been a stand-alone company during the periods presented.

The term “Silver Lake Funds” refers to Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., and SLP Aurora Co-Invest, L.P., and the term “Silver Lake” refers to Silver Lake Group, L.L.C., the ultimate general partner of the Silver Lake Funds. The term “Thoma Bravo Funds” refers to Thoma Bravo Fund XI, L.P., Thoma Bravo Fund XI-A, L.P., Thoma Bravo Fund XII, L.P., Thoma Bravo Fund XII-A, L.P., Thoma Bravo Executive Fund XI, L.P., Thoma Bravo Executive Fund XII, L.P., Thoma Bravo Executive Fund XII-a, L.P., Thoma Bravo Special Opportunities Fund II, L.P. and Thoma Bravo Special Opportunities Fund II-A, L.P., and the term “Thoma Bravo” refers to Thoma Bravo, L.P., the ultimate general partner of the Thoma Bravo Funds. The term “Sponsors” refers collectively to Silver Lake and Thoma Bravo, together with the Silver Lake Funds and the Thoma Bravo Funds and, as applicable, their co-investors. The term “Lead Sponsors” refers collectively to the Silver Lake Funds, the Thoma Bravo Funds and their respective affiliates.

Unless otherwise indicated, for purposes of this information statement, the number of shares of our common stock that we anticipate will be outstanding immediately following the separation and distribution is based on approximately 316,246,120 shares of SolarWinds common stock outstanding as of June 30, 2021 and a distribution ratio of one share of N-able common stock for every two shares of SolarWinds common stock and assumes the Private Placement and the issuance of 20,623,282 shares of our common stock will be consummated prior to the completion of the separation and distribution. The actual number of shares of N‑able common stock that will be outstanding following the completion of the distribution will be determined following the close of business on the record date, July 12, 2021.

Our Business

We are a leading global provider of cloud-based software solutions for managed service providers, or MSPs, enabling them to support digital transformation and growth within small and medium-sized enterprises, or SMEs, which we define as those enterprises having less than 1,000 employees. We partner with over 25,000 IT service providers, which we refer to as our MSP partners, empowering them to deliver best-in-class managed services in a scalable and repeatable way. These MSP partners rely on our platform to deploy, manage and secure the IT environments of over 500,000 SMEs around the world. Through our multi-dimensional land and expand model and global presence, we are able to drive strong recurring revenue growth, profitability and retention.

Organizations of all sizes are deploying technology to transform their businesses and compete effectively. As SMEs go through digital transformation, their reliance on technology as a competitive differentiator increases. IT environments are becoming increasingly complex, with the number of applications and endpoints proliferating while also becoming more interconnected, causing the sophistication and overhead required to deploy, manage and secure these assets to grow.

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Many SMEs lack the resources or internal expertise to effectively manage their IT assets and adapt to the changing environment. This lack of resources and expertise coupled with the desire to better leverage technology in their businesses has created a growing need for SMEs to rely on MSPs for their IT deployment, management and security. MSPs become vital partners as more SMEs seek to implement technology solutions that help drive strategic business outcomes.

To effectively manage the operability and security of distributed and heterogeneous IT environments, MSPs require visibility and control over a variety of architectures, applications and connected endpoints. MSPs must also keep pace with rapid technological innovation or risk obsolescence. These challenges are made more difficult when the solutions upon which MSPs rely lack integration capabilities or otherwise fail to meet the technological and business needs of the MSPs and their customers.

We enable IT service providers of all types to act as MSPs by providing a platform that they can leverage to help SMEs access powerful and seamless technology to power their businesses. Our software platform is designed to be an integrated, enterprise-grade solution that serves as an operating system for our MSP partners and scales as their businesses grow. Built on a multi-tenant architecture, our platform allows our MSP partners to adapt to their customers’ requirements and improve service delivery by offering centralized visibility and role-based access control in both public and private cloud, on-premises and hybrid cloud environments.

Our platform consists of three core solution categories: remote monitoring and management, security and data protection and business management. Our broad remote monitoring and management capabilities include real-time availability and performance of networks and devices and automation of policies and workflows. We provide a layered protection approach spanning network and systems infrastructure, applications, and end user devices through our data protection, patch management, endpoint security, web protection, e-mail security and archiving and vulnerability assessment solutions. Our fully cloud-based data protection capabilities include storage efficient backup, high-speed restoration and disaster recovery for servers, workstations, files, data and key cloud-based applications. In addition, our business management solutions help improve the technical and service delivery efficiencies of our MSP partners and include professional services automation and password and documentation management.

We have a multi-dimensional land and expand model and global presence that allow us to capture opportunities efficiently within the worldwide MSP and SME markets. When we add an MSP partner, we also add their SME customers and we grow as the partner adds new customers, delivers new services based on our solutions and when the partner’s customers add devices and services. We support our MSP partners by offering partner success initiatives designed to help them better manage their own businesses, deliver service offerings powered by our platform and grow their customer bases. Our partner success initiatives help drive both retention and expansion as our MSP partners are provided with resources designed to help them better understand and pursue growth opportunities.

Our business model allows us to grow with our MSP partners. MSP partners with annualized recurring revenue, or ARR, over $50,000 on our platform grew from 833 as of December 31, 2018 to 1,117 as of December 31, 2019 to 1,473 as of December 31, 2020, representing increases of 34% and 32%, respectively. Over the same periods, MSP partners with over $50,000 of ARR on our platform grew from approximately 30% of our total ARR as of December 31, 2018, to 36% of our total ARR as of December 31, 2019, to 42% of our total ARR as of December 31, 2020. MSP partners with ARR over $50,000 on our platform grew from 1,218 as of March 31, 2020 to 1,511 as of March 31, 2021, representing an increase of 24%. Over the same period, MSP partners with over $50,000 of ARR on our platform grew from approximately 37% of our total ARR as of March 31, 2020 to 43% of our total ARR as of March 31, 2021.

Our business is global, with 47% of our revenue generated outside of North America for each of the years ended December 31, 2020 and December 31, 2019, and 48% and 47% for the three months ended March 31, 2021 and 2020, respectively. We generated revenue of $302.9 million for the year ended December 31, 2020, compared to $263.5 million for the year ended December 31, 2019, and $228.3 million for the year ended December 31, 2018, representing an increase of 15.4% from the year ended December 31, 2018 to the year ended December 31, 2019, and an increase of 14.9% from the year ended December 31, 2019 to the year ended December 31, 2020. We

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generated revenue of $83.2 million for the three months ended March 31, 2021, compared to $73.3 million for the three months ended March 31, 2020, representing an increase of 13.5% from the three months ended March 31, 2020 to the three months ended March 31, 2021. For the year ended December 31, 2020, our net loss was $7.2 million. For the year ended December 31, 2020, our adjusted EBITDA was $120.6 million. For the three months ended March 31, 2021, our net loss was $4.3 million. For the three months ended March 31, 2021, our adjusted EBITDA was $27.7 million. See “Selected Historical Combined Financial Data—Adjusted EBITDA” for additional information regarding adjusted EBITDA.

Industry Background

Companies of all sizes across sectors and geographies continue to invest in modern cloud and digital technology to transform their organizations and compete effectively. Technology is becoming increasingly mission critical as SMEs use digital means to improve productivity, work remotely, manage and monitor their businesses, run operations and engage with customers and other key stakeholders. As evidence of the importance of technology to SMEs, IT spending by businesses with less than 1,000 employees is expected to increase from $1.2 trillion in 2020 to $1.5 trillion by 2024 according to Gartner, Inc., or Gartner.

Digital transformation creates challenges and complexities

As SMEs increase their investment in and reliance on these technologies, the importance of IT availability and functionality to their businesses grows. Many SMEs lack the financial resources, headcount and expertise needed to independently manage the complexity associated with digital transformation and therefore rely on MSPs that specialize in providing SMEs with reliable and scalable services to deploy, manage and secure their IT environments. Challenges associated with digital transformation for SMEs include:

1)IT management and security are not core competencies for most companies.

Deploying, managing and securing complex and constantly evolving IT systems are not core competencies of most SMEs and can divert focus, capital and other critical resources away from fundamental business objectives.

2)Companies face growing cyber-threats.

According to the Ponemon Institute 2019 Global State of Cybersecurity in Small and Medium-Sized Businesses survey, 66% of respondents said their organization experienced a cyberattack in the past 12 months. Protecting networks, applications, devices, data and users from cybercrime, such as ransomware, phishing and other costly attacks is paramount for SMEs.

3)IT and other compliance costs and burdens are increasing.

SMEs are not exempt from compliance obligations and can be disproportionately burdened due to limited resources and expertise.

4)Proliferation of connected endpoints is driving increased complexity.

According to a 2020 Cisco white paper, the number of global networked devices is set to reach 29.3 billion by 2023, up from 18.4 billion in 2018, representing a compound annual growth rate of 10% over the period. Due to the growing number of networked, highly distributed and diverse endpoints, the burden faced by SMEs to manage, provision and secure these endpoints across cloud, on-premises and hybrid cloud infrastructures is becoming increasingly complex.

5)Expectations for always-on, always-available IT environments compound pressures.

Customers, employees and other stakeholders increasingly expect always-on, always-available access to digital resources. Establishing and maintaining connectivity and availability is critical to the success of many SMEs, who must ensure that their employees and distributed workforces have access to required systems, applications and devices and that their customers can obtain information and conduct business online at any time.

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Rise of the Managed IT Services Model

As SMEs invest in technology and their needs for continuous availability, performance and security grow, they are increasingly relying on IT service providers to manage these aspects of their businesses. These MSPs support SMEs by helping them procure and deploy key technologies and by providing oversight, management and security of their IT systems and devices. MSPs also may work in collaboration with SMEs’ internal IT departments in a co-managed model to deliver specific expertise and share responsibilities.

We see a growing number of IT service providers, such as value-added resellers, systems integrators, IT consultants and data center operators, adopting a managed services model as demand for these services increases. These new MSPs can benefit from a software platform that supports the managed services model and meets the wide-ranging needs of their SME customers.

Market Opportunity

Our cloud-based software solutions enable MSPs to support their SME customers’ growth and digital transformation. These MSP partners rely on our platform to deploy, manage and secure the IT environments of over 500,000 SMEs around the world. Technology is becoming increasingly mission critical for SMEs as a means to improve productivity, work remotely, manage, and monitor their businesses, run operations and engage with customers and other key stakeholders. In the Forecast Analysis: Small and Midsize Business IT Spending, Worldwide report published on February 18, 2021, Gartner estimated that IT spending by SMEs with less than 1,000 employees is expected to increase from $1.2 trillion in 2020 to $1.5 trillion by 2024, representing a 6.1% compound annual growth rate.

We commissioned Frost & Sullivan to conduct an independent analysis to assess the global addressable market for our remote monitoring and management, security and data protection and business management solutions. To determine our addressable market, Frost & Sullivan calculated the sum of: 1) the estimate of MSP’s average revenue per SME customer for remote monitoring, security and data protection solutions multiplied by their estimate of the total number of SMEs serviced by MSPs; and 2) the estimate of the average cost for business management solutions used by MSPs multiplied by the estimate of the total number of addressable MSPs.

According to this analysis, the global market opportunity for our solutions was estimated to be approximately $23.3 billion in 2020 and is expected to grow at a compounded annual growth rate of 13.5% to approximately $43.9 billion by 2025. We believe that the size and projected growth of the global market for our solutions represents a significant opportunity for our business.

Limitations of Existing Approaches Used by MSPs

MSPs are better able to serve their customers and manage disparate, heterogeneous IT environments with technologies that are centralized, effective, easy to deploy, scalable and able to integrate with other solutions.

Many existing approaches utilized by MSPs face limitations, such as:

1)Not purpose-built for MSPs. Many tools are not designed to power a managed services model, as they fail to enable MSPs to deliver services in a scalable and efficient manner. These tools can lead to issues around deployment, configurability or scalability.

2)Narrow point solutions and tools with limited flexibility and integrations. Many MSP-oriented offerings fail to provide a comprehensive set of solutions on a common platform. Many of these solutions and tools have narrow functionality and are not designed to integrate with other technologies. This can lead to a lack of interoperability that prevents MSPs from having a unified view of their customers’ IT environments.

3)Lacking enterprise-grade features and functionality. Many approaches targeting the MSP and SME markets offer limited functionality or lack the features and capabilities needed by businesses of all sizes to be competitive in the digital world.

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4)Not partner success oriented. Providers of alternative approaches can lack MSP-oriented domain expertise and partner success functions designed to help MSPs grow their businesses.

5)Pricing and deployment limitations. Many tools lack flexible pricing models and deployment options that are aligned with the way MSPs sell and deliver their services.

6)Manual and inefficient. Alternative approaches can lack automation, requiring MSPs to manually address issues that they or their customers face. This need for manual intervention can drive higher headcount costs and cause slower resolution times.

Our Solution

We are a leading global provider of cloud-based software solutions for MSPs, enabling them to support digital transformation and growth within SMEs. We partner with over 25,000 MSP partners, empowering them to deliver best-in-class managed services in a scalable and repeatable way. These MSP partners rely on our platform to deploy, manage and secure the IT environments of over 500,000 SMEs around the world. Our platform consists of three core solution categories: remote monitoring and management, security and data protection and business management. Through our multi-dimensional land and expand model and global presence, we are able to drive strong recurring revenue growth, profitability and retention.

Our software platform is purpose-built to give MSPs visibility and control over distributed and heterogeneous IT environments through a centralized control panel. Built using multi-tenant architecture, a unified agent management system and microservices, our platform is designed to securely deliver integrated solutions that fit the specific IT needs of each MSP partner and its SME customers. Our modular and highly scalable platform helps our MSP partners deploy, manage and secure IT assets in an efficient and organized manner.

Through our platform, we aim to deliver value and flexibility to our MSP partners and their customers. We offer our MSP partners multiple deployment options and price the solutions on our platform on a subscription basis. The ecosystem framework within our platform, or our Ecosystem Framework, enables and simplifies integrations with numerous third-party solutions from leading enterprise technology vendors. By working across cloud, on-premises and hybrid cloud infrastructures, our platform enables a delivery model that accommodates the IT environment preferences and needs of our MSP partners and their customers.

Key Strengths of our Platform

The key strengths of our platform and related offerings include:

1)Deep remote monitoring and management capabilities. Our leading remote monitoring and management capabilities provide our MSP partners with visibility and insights into the availability and performance of a wide range of systems and network infrastructure and devices, all through a centralized dashboard. Through our role-based access control, MSP technicians can easily troubleshoot specific IT systems, devices and applications, as well as easily load new service offerings powered by our platform.

2)Layered security approach to cyber-threats and compliance risks. Our MSP partners use our integrated solutions to improve the security framework of their SME customers’ IT environments while helping them meet regulatory and industry-specific compliance standards. Our security and data protection solutions are designed to defend against cyber-threats targeted at the network, infrastructure, application and endpoint layers and the sensitive data that resides in and travels through each of these layers.

3)Designed for hybrid IT environments. The solutions on our platform are designed to meet the needs of our MSP partners and their SME customers across cloud, on-premises and hybrid-cloud IT infrastructures.

4)Out-of-the-box automation for higher service efficacy and capacity. Our platform, which includes professional services automation and easily configurable automation capabilities, enables our MSP partners to more efficiently deliver services to their SME customers, manage their businesses and increase capacity for growth.

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5)Robust reporting and analytics. Our reporting and analytics dashboard provides our MSP partners with a consolidated view of data and analytic outputs of their SME customers’ IT environments and a unified view of key metrics and trends.

Why We Win

Our platform, partner success initiatives and business model are rooted in our experience and understanding of the needs of our MSP partners and their SME customers and are designed to help our partners succeed and grow. Our MSP partners power their service offerings with our platform, making us an integral part of their ability to land, expand and retain their customers. Some of the key factors that differentiate us from our competitors include:

1)Purpose-built platform designed for MSP success. Our platform allows our MSP partners to build and grow their businesses around our customizable solutions. Ongoing expansion of native functionalities and integrations, powerful and easy-to-create automation policies and always-available training and enablement resources are all designed to facilitate our MSP partners’ success.

2)Comprehensive and extensible platform designed for integrations. Our platform features out-of-the-box integrations with third-party technologies and solutions from leading enterprise technology vendors. Our Ecosystem Framework enables us to rapidly develop and deploy extensive integrations through our strategic technology partnerships.

3)Enterprise-grade technology for SMEs through our MSP partners. Through our platform and strategic technology partnerships, we make it possible for our MSP partners to deploy, manage and secure enterprise-grade technologies for their SME customers.

4)Best-in-class partner success initiatives. We provide various partner success initiatives aimed to help our MSP partners expand their customer bases and service offerings through our platform and to grow and operate their businesses more effectively. Our dedicated partner success teams assist with onboarding, post-sales engineering and partner management.

5)Flexible subscription pricing and billing model. We sell the solutions on our platform on a subscription basis that meets the specific needs of our MSP partners and expands as they add new customers, deliver new services based on our solutions and when the partner’s customers add devices and services. We offer our MSP partners the flexibility to purchase solutions with pricing based on committed volumes or on a “pay-as-you-go” model, where our partners pay based on the volume of our solutions they and their customers consume.

6)Efficient deployment and scale. Our platform is designed to be quickly configured and deployed by our MSP partners and enable efficient delivery of services to their customers. The automation in our platform is also designed to help our MSP partners scale their customer base with fewer technical support personnel.

Our Differentiated Go-to-Market Approach

Our go-to-market approach is grounded in a differentiated, multi-dimensional land and expand model that has allowed us to build a global base of over 25,000 MSP partners that serve more than 500,000 SME customers. Our business model and alignment with our MSP partners gives us the leverage and sales reach to efficiently and effectively serve the SME market. We grow with our MSP partners as they expand their customer bases, deliver new services powered by our solutions and when their customers add devices and services. Our partner success initiatives further enhance our model’s efficiency by empowering our MSP partners to grow their businesses and expand their customer bases and consumption of solutions on our platform.

To add new MSP partners, we employ an efficient low-touch, high-velocity “selling from the inside” motion cultivated while a part of SolarWinds. Our sales motion is rooted in selling online or over the phone to MSPs of all sizes across any location through a prescriptive approach that adheres to standardized pricing and agreements. We power this sales motion with a marketing model that is highly flexible, analytics-driven and designed to efficiently drive digital traffic and high-quality opportunities. Our low-friction sales motion and marketing model also allow

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prospective MSP partners to trial fully-functional versions of the solutions on our platform, which is frequently a step to broader adoption. Internationally, we augment our go-to-market approach with a targeted and localized distributor model.

We believe our differentiated go-to-market approach benefits our business for a number of reasons, including:

1)Sales reach extension. Our MSP partners effectively extend our sales reach into the worldwide SME market. When we add a new MSP partner, we also acquire its customers and continue to benefit as the MSP partner expands its customer base.

2)Sales expansion through natural adoption. MSP partners expand usage of our offerings over time when they add new customers and when their customers add new devices and services. As digital transformation trends continue to impact SMEs, our platform facilitates the delivery of new and enhanced services by our MSP partners to their customers.

3)Capital efficient scaling. We gain significant operating leverage through our MSP partners’ customer acquisition efforts and the support and overhead they provide to service their customers.

4)Loyalty and retention. Our best-in-class partner success initiatives drive loyalty and retention by providing our MSP partners with resources designed to help them better understand and pursue growth opportunities using our platform.

5)Strong international presence. Our extensive international distributor network and localized go-to-market approach has enabled and enhanced our robust global presence.

Growth Strategy

We believe there are significant growth opportunities in our market, and we intend to focus our investments to capitalize on these opportunities and accelerate revenue growth. We believe that our growth will come from the following vectors:

1)Expand our MSP partner footprint. Our partner acquisition model is driven by us adding new MSP partners that develop and deliver services powered by our platform to their SME customers. We intend to continue investing in our MSP partner model that has allowed us to acquire a global base of over 25,000 MSP partners that serve more than 500,000 SME customers around the world.

2)Facilitate partner-enabled expansion. When we add an MSP partner, we expand our relationship with the partner through two vectors. We grow when our MSP partners expand their SME customer base. We also grow when our MSP partners deliver new or enhanced services to their customers based on our solutions and when their customers add devices and services. As digital transformation initiatives at SMEs are pushing them to modernize their IT systems, we are seeing tailwinds in the adoption and usage of our solutions by SME customers through our MSP partners. Our ability to expand within our partner base is demonstrated by our dollar-based net revenue retention rate which was 109% and 110% for each of the trailing twelve-month periods ended March 31, 2021 and March 31, 2020, respectively, and 109%, 108% and 108% for each of the trailing twelve-month periods ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively.

3)Widen our surface area. We also grow by expanding the aperture of networks, devices, services and users that we manage and secure on our platform. This surface area expansion is driven by internal development, strategic technology partnerships with large enterprise technology vendors and integrations with other MSP technology providers.

4)Drive innovation. We intend to continue introducing new enterprise-grade solutions on our platform. These new solutions may come from internal innovation, strategic technology partnerships or targeted acquisitions.

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5)Broaden our co-managed IT footprint. In addition to providing services for SMEs, some MSP partners service larger enterprises through a co-managed IT model, sharing responsibility for IT management and services with an internal IT team. We believe that increased adoption of co-managed IT models will continue to be a meaningful driver of market expansion.

6)Deliver globally. We are a global software company, generating approximately 47% of our total revenue from outside of North America in each of the years ended December 31, 2020 and December 31, 2019. We intend to target markets around the world where we have an established presence and distribution channels and further expand to new markets through channel and personnel growth and market-specific solutions.

Risks Factors Summary

Our business is subject to a number of risks that you should understand in evaluating N-able and N-able common stock. These risks are discussed more fully in “Risk Factors” following this summary. Some of these risks are:

•Our quarterly revenue and operating results may fluctuate in the future because of a number of factors, which makes our future results difficult to predict or could cause our operating results or the guidance we provide in the future to fall below expectations.

•The global COVID-19 pandemic may adversely affect our business, results of operations and financial condition.

•If we are unable to sell subscriptions to new MSP partners, to sell additional solutions to our existing MSP partners or to increase the usage of our solutions by our existing MSP partners, it could adversely affect our revenue growth and operating results.

•Our business depends on MSP partners renewing their subscription agreements. If our subscription-based business model fails to yield the benefits that we expect, our results of operations could be negatively impacted.

•We operate in highly competitive markets, which could make it difficult for us to acquire and retain MSP partners at our historic rates.

•Our success depends on our ability to adapt to the rapidly changing needs of MSP partners and their SME customers.

•If we fail to integrate our solutions with a variety of operating systems, software applications, platforms and hardware that are developed by others or ourselves, our solutions may become less competitive or obsolete and our results of operations would be harmed.

•We may not be able to achieve or sustain the same level of cash flows in the future.

•Because our long-term success depends on our ability to operate our business internationally and increase sales of our solutions to our MSP partners located outside of the United States, our business is susceptible to risks associated with international operations.

•Our solutions use third-party software that may be difficult to replace or cause errors or failures of our solutions that could lead to a loss of MSP partners or harm to our reputation and our operating results.

•Cyberattacks, including the cyberattack on SolarWinds’ Orion Software Platform and internal systems announced by SolarWinds on December 14, 2020, or the Cyber Incident, and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our MSP partners’, or their SME customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our MSP partners’, or their SME customers’ environments, the exploitation of vulnerabilities in our, our MSP partners’, or their SME customers’ security, the theft or misappropriation of our, our MSP partners’, or their SME customers’ proprietary and confidential information, and interference with our, our MSP

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partners’, or their SME customers’ operations, exposure to legal and other liabilities, higher MSP partner and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business.

•The Cyber Incident has had and may continue to have an adverse effect on our business, reputation, MSP partner and employee relations, results of operations, financial condition or cash flows.

•The success of our business depends on our ability to obtain, maintain, protect and enforce our intellectual property rights.

•Acquisitions present many risks that could have an adverse effect on our business and results of operations.

•The separation and the distribution is subject to numerous risks and may not be successful.

•If the distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, SolarWinds, N-able and SolarWinds stockholders could be subject to significant tax liabilities, and, in certain circumstances, we could be required to indemnify SolarWinds for material taxes and other related amounts pursuant to indemnification obligations under the tax matters agreement.

•We have no operating history as a stand-alone public company, and our historical and pro forma financial information is not necessarily representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results.

•After the separation and distribution, we will have our first senior management team since being spun off from SolarWinds. If we encounter difficulties in the transition, our business could be negatively impacted.

•The assets and resources that we acquire from SolarWinds in the separation may not be sufficient for us to operate as a stand-alone company, and we may experience difficulty in separating our assets and resources from SolarWinds.

•After the distribution, the Lead Sponsors will have a controlling influence over matters requiring stockholder approval.

•The Sponsors and their affiliated funds may pursue corporate opportunities independent of us that could present conflicts with our and our stockholders’ interests.

The Sponsors and Our Controlled Company Status

SolarWinds, our parent company, is a “controlled company” within the meaning of the corporate governance standards of The New York Stock Exchange. As of March 31, 2021 and December 31, 2020, the Sponsors owned approximately 77.9% and 78.2%, respectively, of the common stock of SolarWinds and therefore are able to control all matters that require approval by the stockholders of SolarWinds, including the election and removal of directors, changes to SolarWinds’ organizational documents and approval of acquisition offers and other significant corporate transactions, including the separation and distribution.

Because the Sponsors will initially own approximately 122,971,283 shares, or approximately 68.8% of voting power, of our common stock immediately following the completion of the separation and distribution, we will be a controlled company following the completion of the distribution within the meaning of the corporate governance standards of the New York Stock Exchange (the “NYSE”).

Because we will be a controlled company, a majority of our board of directors is not required to be independent, and our board of directors is not required to form independent compensation and nominating and corporate governance committees. As a controlled company, we will remain subject to corporate governance standards of the NYSE that require us to have an audit committee composed entirely of independent directors. Under these rules, we must have at least one independent director on our audit committee by the date our common stock is listed on the

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NYSE, at least two independent directors on our audit committee within 90 days of the effective date of the registration statement of which this information statement is a part, and at least three independent directors on our audit committee within one year of the effective date of the registration statement of which this information statement is a part.

If at any time we cease to be a controlled company, we will take all action necessary to comply with the corporate governance standards of the NYSE, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to any permitted “phase-in” periods. See “Management—Status As a Controlled Company.”

Silver Lake is a global technology investment firm, with more than $60 billion in combined assets under management and committed capital and a team of investment and operating professionals based in Menlo Park, New York, London, Hong Kong, Cupertino and San Francisco.

Thoma Bravo is a leading investment firm building on a more than 40-year history of providing capital and strategic support to experienced management teams and growing companies. Thoma Bravo has invested in many fragmented, consolidating industry sectors in the past, but has become known particularly for its history of investments in the application, infrastructure and security software and technology-enabled services sectors, which have been its investment focus for more than 20 years. Thoma Bravo manages a series of investment funds representing more than $50 billion of capital commitments.

The Sponsors’ interests may not coincide with the interests of our other stockholders. See “Risk Factors—Risks Related to the Ownership of Our Common Stock— After the distribution, the Lead Sponsors will have a controlling influence over matters requiring stockholder approval.” Additionally, each of our Sponsors is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. See “Risk Factors—Risks Related to the Ownership of Our Common Stock— The Sponsors and their affiliated funds may pursue corporate opportunities independent of us that could present conflicts with our and our stockholders’ interests” and “Description of Capital Stock—Anti-Takeover Provisions Under Our Charter and Bylaws and Delaware Law—Corporate Opportunity.”

Emerging Growth Company

The Jumpstart Our Business Startups Act, or the JOBS Act, was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as emerging growth companies. We qualify as an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we intend to take advantage of certain exemptions from various public reporting requirements, including that our internal controls over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, that we provide certain disclosures regarding executive compensation and that we hold non-binding stockholder advisory votes on executive compensation and any golden parachute payments not previously approved. We expect to take advantage of these exemptions until we are no longer an emerging growth company.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards under the JOBS Act until we are no longer an emerging growth company. Our election to use the phase-in periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards. If we were to subsequently elect instead to comply with public company effective dates, such election would be irrevocable pursuant to the JOBS Act.

We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date on which we become a “large accelerated filer” (the fiscal year-end on which at least $700.0 million of equity securities are held by non-affiliates as of the last

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day of our then most recently completed second fiscal quarter); (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of the distribution.

See “Risk Factors—Risks Related to Ownership of Our Common Stock—For as long as we are an emerging growth company, we will not be required to comply with certain requirements that apply to other public companies” for certain risks related to our status as an emerging growth company.

Corporate Information

N-able was formed as a Delaware limited liability company on November 30, 2020 in connection with our planned separation from SolarWinds. On April 12, 2021, N-able was converted from a limited liability company to a Delaware corporation. Our principal executive offices are located at 301 Edgewater Dr., Suite 306, Wakefield, Massachusetts 01880 and our telephone number is (781) 328-6490. Our website address is www.n-able.com. The information contained in, or that can be accessed through, our website is not part of this information statement.

N-ABLE and N-CENTRAL are trademarks and are the exclusive property of N-able or its affiliates, are registered with the U.S. Patent and Trademark Office and may be registered or pending registration in other countries. All other N‑able trademarks, service marks, and logos may be common law marks or are registered or pending registration. Trade names, trademarks and service marks of other companies appearing in this information statement are the property of their respective holders.

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Summary Historical Combined Financial Data

The following tables summarize our historical combined financial data. The selected historical combined balance sheet data as of December 31, 2020 and 2019 and combined statement of operations data for the years ended December 31, 2020, 2019 and 2018 are derived from our audited combined financial statements included elsewhere in this information statement. The selected historical combined balance sheet data as of March 31, 2021 and combined statement of operations data for the three months ended March 31, 2021 and 2020 are derived from our unaudited combined financial statements included elsewhere in this information statement. The historical results set forth below may not be indicative of N-able’s future performance as a stand-alone company following the separation and distribution. The selected historical combined financial data in this section is not intended to replace our combined financial statements and the related notes and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Combined Financial Statements,” and the combined financial statements and related notes included elsewhere in this information statement.

Combined Statement of Operations Data:

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
Revenue	$	302,871	$	263,518	$	228,294	$	83,190	$	73,268
Cost of revenue	38,916		33,253		30,920		11,304		9,286
Amortization of acquired technologies	24,257		24,067		26,428		2,704		5,744
Gross profit	239,698		206,198		170,946		69,182		58,238
Operating expenses:
Sales and marketing	82,034		70,254		62,278		25,714		18,468
Research and development	42,719		37,172		32,892		12,042		11,443
General and administrative	57,331		38,971		33,286		20,228		11,897
Amortization of acquired intangibles	23,848		23,189		23,716		6,019		5,865
Total operating expenses	205,932		169,586		152,172		64,003		47,673
Operating income	33,766		36,612		18,774		5,179		10,565
Other expense, net	(28,910)		(33,419)		(36,265)		(7,047)		(7,884)
Income (loss) before provision for income taxes	4,856		3,193		(17,491)		(1,868)		2,681
Income tax expense (benefit)	12,014		5,705		(3,799)		2,410		1,993
Net (loss) income	$	(7,158)	$	(2,512)	$	(13,692)	$	(4,278)	$	688

Combined Balance Sheet Data:

	As of December 31,				As of March 31,
	2020		2019		2021
	(in thousands)				(unaudited)
Cash and cash equivalents	$	99,790	$	39,348	$	111,218
Working capital(1)	80,895		38,579		89,226
Total assets	1,079,735		1,013,783		1,068,109
Deferred revenue, current and non-current portion	9,670		8,172		9,825
Due to affiliates(2)	372,650		394,400		372,650
Total liabilities	448,538		450,087		453,377

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_______________

(1)We define working capital as current assets less current liabilities.

(2)Refer to Note 10. Relationship with Parent and Related Entities in the Notes to Combined Financial Statements included in this information statement for additional information regarding our related party debt.

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Questions and Answers About the Separation and Distribution

What is N-able and why is SolarWinds separating N-able’s business and distributing N-able common stock?	N-able, which is currently a wholly owned subsidiary of SolarWinds, was formed to hold the N-able business. The separation of N-able from SolarWinds and the distribution of N‑able common stock are intended to provide you with equity investments in two separate publicly traded companies that each will be able to focus on their respective businesses. SolarWinds and N-able believe that the separation will result in enhanced long-term performance of each business for the reasons discussed in the sections entitled “The Separation and Distribution—Background” and “The Separation and Distribution—Reasons for the Separation.”
Why am I receiving this document?	SolarWinds is delivering this document to you because you are a holder of SolarWinds common stock. If you are a holder of SolarWinds common stock as of the close of business on July 12, 2021, the record date of the distribution, you will be entitled to receive one share of N-able common stock for every two shares of SolarWinds common stock that you held at the close of business on such date. This document will help you understand how the separation and distribution will affect your investment in SolarWinds and your investment in N-able after the separation.
How will the separation of N-able from SolarWinds work?	To accomplish the separation, SolarWinds will distribute all of the outstanding shares of N-able common stock owned by SolarWinds to SolarWinds stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes.
Why is the separation of N-able structured as a distribution?	SolarWinds believes that a tax-free distribution for U.S. federal income tax purposes of shares of N-able common stock to SolarWinds stockholders is an efficient way to separate its N-able business in a manner that will create long-term value for SolarWinds, N-able and their respective stockholders.
What is the record date for the distribution?	The record date for the distribution will be July 12, 2021.
When is the distribution of N-able common stock expected to occur?	It is expected that all of the shares of N-able common stock will be distributed by SolarWinds on July 19, 2021, to holders of record of SolarWinds common stock at the close of business on the record date for the distribution.
What do SolarWinds stockholders need to do to participate in the distribution?	Holders of SolarWinds common stock as of the record date are not being asked to take any action to receive N-able common stock in the distribution, but you are urged to read this entire information statement carefully. No stockholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of SolarWinds common stock or take any other action to receive your shares of N-able common stock. The distribution will not affect the number of outstanding shares of SolarWinds common stock or any rights of SolarWinds stockholders, although it will affect the market value of each outstanding share of SolarWinds common stock.

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How will shares of N-able common stock be issued?	You will receive shares of N-able common stock through the same channels that you currently use to hold or trade shares of SolarWinds common stock, whether through book-entry, a brokerage account, 401(k) plan or other channel. Receipt of N‑able shares will be documented for you in the same manner that you typically receive updates, such as monthly broker statements and 401(k) statements. If you own shares of SolarWinds common stock as of the close of business on the record date for the distribution, the transfer and distribution agent will electronically distribute shares of N-able common stock to you or to your brokerage firm on your behalf in book-entry form. The transfer and distribution agent will mail you a book-entry account statement that reflects your shares of N-able common stock, or your bank or brokerage firm will credit your account for the shares.
How many shares of N-able common stock will I receive in the distribution?	SolarWinds will distribute to you one share of N‑able common stock for every two shares of SolarWinds common stock held by you as of the record date for the distribution. Based on approximately 316,246,120 shares of SolarWinds common stock outstanding as of June 30, 2021, a total of approximately  158,123,060 shares of N-able common stock will be distributed. For additional information on the distribution, see “The Separation and Distribution.”
Will SolarWinds distribute fractional shares of N-able common stock in the distribution?	No. SolarWinds will not distribute fractional shares of N-able common stock. Fractional shares that SolarWinds stockholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the transfer and distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata to those SolarWinds stockholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable to the recipient stockholders for U.S. federal income tax purposes as described in the section entitled “U.S. Federal Income Tax Considerations.”
What are the conditions to the distribution?	The distribution is subject to final approval by the SolarWinds board of directors, as well as to a number of other conditions, including, among others:

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•the transfer of assets and liabilities to N-able in accordance with a separation and distribution agreement between SolarWinds and N-able, or the separation agreement, will have been completed, other than assets and liabilities intended to transfer after the distribution;

•SolarWinds will have received opinions from its tax counsel and tax advisers to the effect that the distribution should qualify as a transaction to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies and certain related transactions should each (or together with other such related transactions) qualify as a reorganization within the meaning of Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies or distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies;

•the U.S. Securities and Exchange Commission, or the SEC, will have declared effective the registration statement of which this information statement is a part, no stop order suspending the effectiveness of the registration statement will be in effect, no proceedings for such purpose will be pending before or threatened by the SEC and this information statement will have been mailed to SolarWinds stockholders;

•all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws will have been taken and, where applicable, will have become effective or been accepted by the applicable governmental authority;

•the transaction agreements relating to the separation will have been duly executed and delivered by the parties;

•no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions will be in effect;

•the shares of N-able common stock to be distributed will have been accepted for listing on the NYSE, subject to official notice of distribution;

•the financing described under the section entitled “Description of Indebtedness” will have been completed; and

•no other event or development will have occurred or exist that, in the judgment of SolarWinds’ board of directors, in its sole discretion, makes it inadvisable to go forward with the separation, the distribution or the other related transactions.

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	SolarWinds and N-able cannot assure you that any or all of these conditions will be met. In addition, SolarWinds can decline at any time to go forward with the separation and distribution. For a complete discussion of all of the conditions to the distribution, see “The Separation and Distribution—Conditions to the Distribution.”
What is the expected date of completion of the separation?	The completion and timing of the separation and distribution are dependent upon a number of conditions. It is expected that the shares of N-able common stock will be distributed by SolarWinds on July 19, 2021 to the holders of record of shares of SolarWinds common stock at the close of business on the record date. However, no assurance can be provided as to the timing of the separation or that all conditions to the separation will be met.
Can SolarWinds decide to not go forward with the distribution of N-able common stock even if all the conditions have been met?	Yes. The distribution is subject to the satisfaction or waiver of certain conditions. See “The Separation and Distribution—Conditions to the Distribution.” Until the distribution has occurred, SolarWinds has the right to terminate the distribution, even if all of the conditions are satisfied.
What if I want to sell my SolarWinds common stock or my N-able common stock?	You should consult with your financial advisors, such as your stockbroker, bank or tax advisor.
What is “regular-way” and “ex-distribution” trading of SolarWindsstock?	Beginning on or shortly before the record date for the distribution and continuing up to and through the distribution date, it is expected that there will be two markets in SolarWinds common stock: a “regular-way” market and an “ex-distribution” market. Shares of SolarWinds common stock that trade in the “regular-way” market will trade with an entitlement to shares of N-able common stock to be distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to shares of N-able common stock to be distributed pursuant to the distribution. If you decide to sell any shares of SolarWinds common stock before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your SolarWinds common stock with or without your entitlement to N-able common stock pursuant to the distribution.
Where will I be able to trade shares of N-able common stock?	N-able has been approved to list its common stock on the NYSE under the symbol “NABL.” N-able anticipates that trading in shares of its common stock will begin on a “when-issued” basis on or shortly before the record date for the distribution and will continue up to the distribution date and that “regular-way” trading in N-able common stock will begin on the first trading day following the completion of the distribution. If trading begins on a “when-issued” basis, you may purchase or sell N‑able common stock up to the distribution date, but your transaction will not settle until after the distribution date. N-able cannot predict the trading prices for its common stock before, on or after the distribution date.

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What will happen to the listing of SolarWinds common stock?	SolarWinds common stock will continue to trade on the NYSE after the distribution under the symbol “SWI.”
Will the number of shares of SolarWinds common stock that I own change as a result of the distribution?	No. The number of shares of SolarWinds common stock that you own will not change as a result of the distribution.
Will the distribution affect the market price of my SolarWinds shares?	Yes. As a result of the distribution, SolarWinds expects the trading price of shares of SolarWinds common stock immediately following the distribution to be lower than the “regular-way” trading price of such shares immediately prior to the distribution because the trading price will no longer reflect the value of the N-able business. There can be no assurance that the aggregate market value of the SolarWinds common stock and the N-able common stock following the separation will be higher or lower than the market value of SolarWinds common stock if the separation did not occur. This means, for example, that the combined trading prices of all outstanding shares of SolarWinds common stock and N-able common stock after the distribution may be equal to, greater than or less than the trading price of all outstanding shares of SolarWinds common stock before the distribution.
What are the U.S. federal income tax consequences of the separation and the distribution?	Assuming that the separation and distribution qualify as a transaction that is tax-free to SolarWinds and SolarWinds’ stockholders for U.S. federal income tax purposes, under Sections 368(a)(1)(D) and/or 355 of the Code, SolarWinds stockholders will not be required, for U.S. federal income tax purposes, to recognize any gain or loss (except with respect to any cash received in lieu of fractional shares) or to include any amount in their income, upon the receipt of shares of N-able’s common stock pursuant to the distribution. See “U.S. Federal Income Tax Considerations” for further information regarding the potential U.S. federal income tax considerations to SolarWinds stockholders of the distribution, together with certain related transactions. You should consult your tax advisor as to the particular tax consequences of the separation and distribution to you.

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Is the separation and distribution anticipated to be tax free to existing shareholders?

Maybe. A condition to the distribution is that SolarWinds obtain opinions from tax counsel and tax advisors to the effect that the distribution should qualify as a transaction to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies and certain related transactions should each (or together with other such related transactions) qualify as a reorganization within the meaning of Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies or distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies. It is anticipated that SolarWinds’ stockholders will not recognize any gain or loss, and no amount will be included in SolarWinds’ stockholders income, upon receipt of N-able common stock pursuant to the distribution for U.S. federal income tax purposes. SolarWinds’ stockholders will, however, recognize gain or loss for U.S. federal income tax purposes with respect to cash received in lieu of a fractional share of N-able common stock. The opinions will not be binding on the IRS or the courts. The opinions will rely on certain facts and assumptions, which, if incomplete or inaccurate, may jeopardize the ability to rely on such opinions. SolarWinds may also waive the tax opinions as a condition to the distribution in its sole discretion. SolarWinds does not currently intend to waive this condition to the obligation to complete the distribution. If SolarWinds were to waive this condition, it would communicate such waiver to SolarWinds stockholders in a manner reasonably calculated to inform them about the modification. See “U.S. Federal Income Tax Considerations” for further information regarding the potential U.S. federal income tax considerations to SolarWinds stockholders of the distribution, together with certain related transactions. You should consult your tax advisor as to the particular tax consequences of the separation and distribution to you.

How will I determine my tax basis in the shares I receive in the distribution?

Assuming that the separation and distribution qualify as tax-free to SolarWinds stockholders, except for cash received in lieu of fractional shares, for U.S. federal income tax purposes, your aggregate basis in your shares of SolarWinds common stock and the new N-able common stock received in the distribution (including any fractional share interest in N-able common stock for which cash is received) will equal the aggregate basis in the shares of SolarWinds common stock held by you immediately before the distribution, allocated between your SolarWinds common stock and the N-able common stock (including any fractional share interest in N-able common stock for which cash is received) you receive in the distribution in proportion to the relative fair market value of each on the distribution date. You should consult your tax advisor about the particular consequences of the separation and distribution to you, including the application of the tax basis allocation rules and the application of state, local and foreign tax laws.

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What will N-able’s relationship be with SolarWinds following the separation?	N-able will enter into the separation agreement with SolarWinds in connection with the separation which will provide a framework for N-able’s relationship with SolarWinds after the separation. N-able and SolarWinds will enter into certain other agreements, including a transition services agreement, an employee matters agreement, a tax matters agreement and an intellectual property matters agreement. These agreements will govern the separation between N-able and SolarWinds of certain assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) of SolarWinds and its subsidiaries attributable to periods prior to, at and after N-able’s separation from SolarWinds and will govern certain relationships between N-able and SolarWinds after the separation. For additional information regarding the separation agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to Our Separation from SolarWinds” and “Certain Relationships and Related Party Transactions.”
Which business and assets will remain with SolarWinds and which business and assets will transfer to N-able?	Following the separation, N-able will provide cloud-based software solutions for managed service providers, enabling them to support digital transformation and growth within small and medium-sized enterprises. SolarWinds will retain its Core IT Management business focused primarily on providing IT infrastructure management software to corporate IT organizations. For more information regarding the business and assets of N-able and SolarWinds following the separation, see “The Separation and Distribution—Background” and “The Separation and Distribution—Reasons for the Separation.”
Who will manage N-able after the separation?	Members of N-able’s management team possess deep knowledge of, and extensive experience relevant to, the business of N-able. For more information regarding N-able’s management, see “Management.”
Are there risks associated with owning N-able common stock?	Yes. Ownership of N-able common stock is subject to both general and specific risks, including those relating to N-able’s business, the industry in which it operates, its ongoing contractual relationships with SolarWinds, its relationship with the Sponsors and its status as a separate publicly traded company. Ownership of N-able common stock also is subject to risks relating to the separation. These risks are described throughout this information statement and in the “Risk Factors” beginning on page 22. You are encouraged to read that section carefully.
Does N-able plan to pay dividends?	N-able currently does not expect to pay dividends on its common stock. The declaration and payment of any dividends by N‑able be subject to the sole discretion of its board of directors and, while a controlled company, the Sponsors, and will depend upon many factors. See “Dividend Policy.”
Will N-able incur any indebtedness prior to or at the time of the distribution?	Yes. N-able anticipates having certain indebtedness upon completion of the separation. See “Description of Indebtedness” and “Risk Factors—Risks Related to Our Businesses and Industry.”

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Who will be the transfer and distribution agent for the N-able common stock?

The distribution agent, transfer agent and registrar for the N‑able common stock will be American Stock Transfer & Trust Company. For questions relating to the transfer or mechanics of the stock distribution, you may call the transfer agent at (718) 921-8254.

Where can I find more information about SolarWinds and N-able ?

Before the distribution, if you have any questions relating to SolarWinds’ business performance, you should contact: SolarWinds Corporation 7171 Southwest Parkway, Building 400 Austin, Texas 78735 Attention: Investor Relations After the distribution, holders of N-able common stock who have questions relating to N-able’s business performance should contact N-able at: N-able, Inc. 301 Edgewater Dr., Suite 306                Wakefield, MA 01880                Attention: Investor Relations N-able’s investor website is available at http://.investors.n-able.com.

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Risk Factors

You should carefully consider the risks and uncertainties described below in evaluating N‑able and N‑able common stock. In assessing these risks, you should also refer to the other information contained in this information statement, including our combined financial statements and the related notes thereto. The risks described below are not the only ones we face. Additional risks we are not currently aware of or that we currently believe are immaterial may also impair our business, operations, financial condition, results of operations and prospects.

Risks Related to Our Business and Industry

Our quarterly revenue and operating results may fluctuate in the future because of a number of factors, which makes our future results difficult to predict or could cause our operating results or the guidance we provide in the future to fall below expectations.

We believe our quarterly revenue and operating results may vary significantly in the future. As a result, you should not rely on the results of any one quarter as an indication of future performance and period-to-period comparisons of our revenue and operating results may not be meaningful.

Our quarterly results of operations may fluctuate as a result of a variety of factors, including, but not limited to, those listed below, many of which are outside of our control:

•our ability to maintain and increase sales to existing MSP partners and to attract new MSP partners, including selling additional subscriptions to our existing MSP partners to deliver services to their SME customers or for their internal use;

•changes in SME demand for services provided by our MSP partners, including those related to the number of SME customers serviced by our MSP partners and the reduced amount of services provided by our MSP partners to their SME customers;

•declines in subscription renewals and changes in net customer retention;

•lack of visibility into our financial position and results of operations in connection with our consumption-based revenue;

•our ability to capture a significant volume of qualified sales opportunities;

•our ability to convert qualified sales opportunities into new business sales at acceptable conversion rates;

•the amount and timing of operating expenses and capital expenditures related to the expansion of our operations and infrastructure and customer acquisition;

•our failure to achieve the growth rate that was anticipated by us in setting our operating and capital expense budgets;

•potential foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity;

•fluctuations in foreign currency exchange rates that may negatively impact our reported results of operations;

•the timing of revenue and expenses related to the development or acquisition of technologies, solutions or businesses, or strategic partnerships and their integration;

•potential goodwill and intangible asset impairment charges and amortization associated with acquired businesses;

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•the timing and success of new offerings, enhancements or functionalities introduced by us or our competitors, including potential deferral of orders from our MSP partners in anticipation of new offerings or enhancements announced by us or our competitors;

•any other change in the competitive landscape of our industry, including consolidation among our competitors, MSP partners or SMEs and strategic partnerships entered into by us and our competitors;

•our ability to obtain, maintain, protect and enforce our intellectual property rights;

•changes in our subscription pricing or those of our competitors;

•the impact of new accounting pronouncements;

•general economic, industry and market conditions that impact expenditures for IT management technology for SMEs in the United States and other countries where we sell our solutions;

•significant security breaches, such as the Cyber Incident, technical difficulties or interruptions to our solutions or infrastructure;

•changes in tax rates in jurisdictions in which we operate; and

•uncertainties arising from the impact of the COVID-19 pandemic on the market and our business operations.

Fluctuations in our quarterly operating results might lead analysts to change their models for valuing our common stock. As a result, our stock price could decline rapidly, and we could face costly securities class action suits or other unanticipated issues.

The global COVID-19 pandemic may adversely affect our business, results of operations and financial condition.

In March 2020, the World Health Organization declared the outbreak of coronavirus disease 2019, or COVID-19, a pandemic. The global COVID-19 pandemic has created significant volatility, uncertainty and disruption in the global economy. The extent to which the COVID-19 pandemic may impact our business, results of operations and financial condition is uncertain and will depend on numerous evolving factors outside of our control that we are not able to accurately predict, including:

•the duration and scope of the COVID-19 pandemic;

•governmental actions taken in response to the COVID-19 pandemic that restrict or disrupt global economic activity, including restrictions imposed on the operation of our business in our U.S. and international locations;

•business failures, reductions in information technology spending by our MSP partners and their SME customers, late or missed payments or delays in purchasing decisions by our MSP partners, their SME customers and our prospective MSP partners and the resulting impact on demand for our offerings, our ability to collect payments for our subscriptions or our ability to increase our net customer retention rate;

•our ability to continue to effectively market, sell and support our solutions through disruptions to our operations, the operations of our MSP partners and their SME customers and the communities in which our and their employees are located, including disruptions resulting from the spread of the virus, quarantines, office closures, reallocation of internal resources and transitions to remote working arrangements;

•the ability of our solutions to address our MSP partners’ needs and the needs of their SME customers in a rapidly evolving business environment and any interruptions or performance problems associated with the increased use of our solutions as a result of the shift to more remote working environments, including disruptions at any third-party data centers or with any third-party products or vendors upon which we rely;

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•our ability to develop new solutions, enhance our existing solutions and acquire new solutions in this uncertain business environment; and

•public and private litigation based upon, arising out of or related to COVID-19 and our actions and responses thereto.

In addition to the adverse impact any of these factors could have on our business, results of operations and financial condition, these factors and the other impacts of the COVID-19 pandemic could cause, contribute to, or increase the likelihood of the risks and uncertainties identified in this information statement, any of which could materially adversely affect our business, results of operations and financial condition. Additionally, the effect of COVID-19 on our business will not be fully reflected in our financial results for some time.

If we are unable to sell subscriptions to new MSP partners, to sell additional solutions to our existing MSP partners or to increase the usage of our solutions by our existing MSP partners, it could adversely affect our revenue growth and operating results.

We provide our solutions primarily under monthly or annual subscriptions to our MSP partners. A subscription generally entitles a customer to, among other things, support, as well as security updates, fixes, functionality enhancements and upgrades to the technologies, each, if and when available. To increase our revenue, we must regularly add new MSP partners and expand our relationships with our existing MSP partners. We also rely, to a significant degree, on our MSPs establishing and maintaining relationships with their SME customers, for our MSP partners to add new SME customers, for those customers to add new devices and to drive adoption of new services that we offer. Economic weakness and uncertainty, tightened credit markets and constrained IT spending from time to time contribute to slowdowns in the technology industry, as well as in the industries of SMEs and the geographic regions in which we, our MSP partners and their SME customers operate; this may result in reduced demand and increased price competition for our offerings. Uncertainty about future economic conditions may, among other things, negatively impact the current and prospective SME customers of our MSP partners and result in delays or reductions in technology purchases. Even if we capture a significant volume of opportunities from our digital marketing activities, we must be able to convert those opportunities into sales of our subscriptions in order to achieve revenue growth.

We primarily rely on our direct sales force to sell our solutions to new and existing MSP partners and convert qualified opportunities into sales using our low-touch, high-velocity sales model. Accordingly, our ability to achieve significant growth in revenue in the future will depend on our ability to recruit, train and retain sufficient numbers of sales personnel, and on the productivity of those personnel. Following the separation and distribution, we plan to continue to expand our sales force both domestically and internationally. Our recent and planned personnel additions may not become as productive as we would like or in a timely manner, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do or plan to do business. In connection with the separation and distribution, we may incur higher costs than previously anticipated as we transition from the transactional and operational systems and data centers we used when we were part of SolarWinds.

Our business depends on MSP partners renewing their subscription agreements. If our subscription-based business model fails to yield the benefits that we expect, our results of operations could be negatively impacted.

The significant majority of our revenue consists of subscription revenue. Our subscriptions generally have recurring monthly or annual subscription periods. Our MSP partners have no obligation to renew their subscription agreements after the expiration of their subscription.

It is difficult to accurately predict long-term customer retention. Our MSP partners’ subscription net revenue retention rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our offerings, the prices of our solutions, the prices of tools and services offered by our competitors or reductions in our MSP partners’ or their SME customers’ spending levels. If our MSP partners do not renew their subscription arrangements or if they renew them on less favorable terms, our revenue may decline and our business will suffer.

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We operate in highly competitive markets, which could make it difficult for us to acquire and retain MSP partners at our historic rates.

We operate in a highly competitive and dynamic industry driven by the technology needs of SMEs and MSPs. Our industry is large and fragmented with several vendors that provide technologies used by MSPs and other IT service providers to service SMEs Competition in our market is based primarily on solution capabilities, including: breadth and extensibility of features and functionality; focus on and alignment with both MSP and SME success; scalability, performance and reliability of our platform and solutions; ability to solve the technical and business problems of MSPs and customers of all sizes and complexities; flexibility of deployment models, whether public or private cloud, on-premises or in a hybrid environment; continued innovation to keep pace with evolving technology requirements and the changing needs of the SME market; ease of use and deployment; brand awareness and reputation among MSPs, their technicians and other IT professionals; total cost of ownership and alignment of cost with business objectives and needs of the MSP and SME markets; and effectiveness of sales and marketing efforts. Our MSP partners have limited barriers to switching to a competitor’s solution from our platform if we fail to provide solutions and services that meet their needs. In addition, many of our current and potential competitors enjoy substantial competitive advantages over us, such as greater brand awareness and longer operating history, broader distribution and established relationships with MSPs, larger sales and marketing budgets and resources, greater customer support resources, greater resources to make strategic acquisitions or enter into strategic partnerships, lower labor and development costs, larger and more mature intellectual property portfolios and substantially greater financial, technical and other resources. Given their larger size, greater resources and existing customer relationships, our competitors may be able to compete and respond more effectively than we can to new or changing opportunities, technologies, standards or customer requirements. In addition, we are changing our brand from the “SolarWinds MSP” brand to “N-able,” which may result in the potential loss of customer recognition and could adversely affect our business and profitability.

We face competition from IT vendors focused on the MSP market which provide broad, integrated solutions that include monitoring and management, data protection, business management tools and security offerings. Examples of such vendors are Datto and Kaseya. In addition, we compete with small to large enterprise vendors that provide solutions focused on a particular service that may be sold by MSPs, such as network monitoring, systems management, email security, remote support and data protection. Examples of such vendors are Auvik, Mimecast and Veeam.

New start-up companies that innovate and large competitors, or potential competitors, that make significant investments in research and development may invent similar or superior solutions and technologies that compete with our subscriptions. In addition, some of our larger competitors, or potential competitors, have substantially broader and more diverse solutions and services offerings. This may make them less susceptible to downturns in a particular market and allow them to leverage their relationships based on other solutions or incorporate functionality into existing solutions to grow their business in a manner that discourages users from purchasing our solutions and subscriptions, including through selling at zero or negative margins, offering concessions, solutions bundling or closed technology platforms. In addition, MSPs or SMEs that use legacy tools and services of our competitors may believe that these tools and services are sufficient to meet their IT needs or that our platform only serves the needs of a portion of the SME IT market. Accordingly, these organizations may continue allocating their IT budgets for such legacy tools and services and may not adopt our offerings. Further, many organizations have invested substantial personnel and financial resources to design and operate their networks and have established deep relationships with other competitive providers. As a result, these organizations may prefer to purchase from their existing suppliers rather than to add or switch to a new supplier using our solutions and services, regardless of solution performance, features or greater services offerings.

As the MSP industry evolves, the competitive pressure for us to innovate encompasses a wider range of services, including new offerings that require different expertise than our current offerings. Some of our competitors have made acquisitions or entered into strategic relationships with one another to offer more competitive, bundled or integrated solution offerings and to adapt more quickly to new technologies and MSP or SME needs. We expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry and as companies enter into partnerships or are acquired. Companies and alliances resulting from these possible

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consolidations and partnerships may create more compelling solution offerings and be able to offer more attractive pricing, making it more difficult for us to compete effectively.

These competitive pressures in our market or our failure to compete effectively may result in price reductions, decreases in net customer retention rates, reduced revenue and gross margins and loss of market share. Any failure to meet and address these factors could seriously harm our business and operating results.

Our success depends on our ability to adapt to the rapidly changing needs of MSP partners and their SME customers.

The SME IT market has grown quickly and is expected to continue to evolve rapidly. Moreover, many of our MSP partners and their SME customers operate in markets characterized by rapidly changing technologies and business plans, which require them to adopt increasingly complex networks, incorporating a variety of hardware, software applications, operating systems and networking protocols. Our long-term growth depends on our ability to continually enhance and improve our existing offerings and develop or acquire new solutions that address the common problems encountered by technology professionals on a day-to-day basis in an evolving IT management market, including adapting to rapidly changing technologies and user preferences, adapting our offerings to evolving industry standards, predicting user preferences and industry changes in order to continue to provide value to our MSP partners and to improve the performance and reliability of our offerings. The success of any enhancement or new solution depends on a number of factors, including its relevance to MSP partners and their SME customers, changes to the form factors in technologies powering the businesses of SMEs, timely completion and introduction and market acceptance. New solutions and enhancements that we develop or acquire may not sufficiently address the evolving needs of our existing and potential MSP partners and their SME customers, may not be introduced in a timely or cost-effective manner and may not achieve the broad market acceptance necessary to generate the amount of revenue necessary to realize returns on our investments in developing or acquiring such solutions or enhancements. If our new offerings are not successful for any reason, certain offerings in our portfolio may become obsolete, less marketable and less competitive, and our business will be harmed.

If we fail to integrate our solutions with a variety of operating systems, software applications, platforms and hardware that are developed by others or ourselves, our solutions may become less competitive or obsolete and our results of operations would be harmed.

In order to meet the needs of our MSP partners, our solutions must integrate with a variety of network, hardware and software platforms, and we need to continuously modify and enhance our solutions to adapt to changes in hardware, software, networking, browser and database technologies. We believe a significant component of our value proposition to MSP partners is the ability to optimize and configure our solutions to integrate with our systems and those of third parties. If we are not able to integrate our solutions in a meaningful and efficient manner, whether through our inability to continue to adapt or because third parties restrict our ability to integrate with their networks, hardware or software, demand for our solutions could decrease, and our business and results of operations would be harmed.

In addition, we have a large number of solutions, and maintaining and integrating them effectively requires extensive resources. Our continuing efforts to make our solutions more interoperative may not be successful. Failure of our solutions to operate effectively with future infrastructure platforms and technologies could reduce the demand for our solutions, resulting in customer dissatisfaction and harm to our business. If we are unable to respond to changes in a cost-effective manner, our solutions may become less marketable, less competitive or obsolete and our business and results of operations may be harmed.

We have experienced substantial growth in recent years, and if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of customer satisfaction or adequately address competitive challenges, and our financial performance may be adversely affected.

Our business has rapidly grown, which has resulted in large increases in our number of employees, expansion of our infrastructure, new internal systems and other significant changes and additional complexities. We generated revenue of $302.9 million for the year ended December 31, 2020, compared to $263.5 million for the year ended December 31, 2019 and $228.3 million for the year ended December 31, 2018. While we intend to further expand

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our overall business, customer base and number of employees, our historical growth rate is not necessarily indicative of the growth that we may achieve in the future. The growth in our business and our management of a growing workforce and customer base that is geographically dispersed across the U.S. and internationally will require substantial management effort, infrastructure and operational capabilities. In addition, we are currently installing and implementing information technology infrastructure to support certain of our business functions as a standalone entity, including accounting and reporting, human resources, marketing and sales operations, customer service and business analytics. We may incur substantially higher costs than previously anticipated as we transition from the transactional and operational systems and data centers we used when we were part of SolarWinds. To support our growth, we must effectively transition and continue to improve our management resources and our operational and financial controls and systems, and these improvements may increase our expenses more than anticipated and result in a more complex business. We will also have to transition and anticipate the necessary expansion of our relationship management, implementation, customer support and other personnel to support our growth and achieve high levels of customer service and satisfaction. Our success will depend on our ability to complete this transition, plan for and manage this growth effectively. If we fail to complete this transition, anticipate and manage our growth, or are unable to provide high levels of customer service, our reputation, as well as our business, results of operations and financial condition, could be harmed.

We may not be able to achieve or sustain the same level of cash flows in the future.

We expect our operating expenses may increase over the next several years as we hire additional personnel, expand our operations and infrastructure, both domestically and internationally, pursue acquisitions and continue to develop our platform's functionalities. As we continue to develop as a standalone public company, we may incur additional legal, accounting and other expenses that we did not incur historically. If our revenue does not increase to offset these increases in our operating expenses, we will not be able to achieve or maintain our historical levels of profitability in future periods. While historically our revenue has grown, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our solutions, increasing competition, a failure to gain or retain MSP partners, a decrease in the growth of our overall market, our technology or services becoming obsolete due to technical advancements in the SME IT market or our failure, for any reason, to continue to capitalize on growth opportunities. As a result, our past financial performance should not be considered indicative of our future performance. Any failure by us to achieve or sustain cash flows on a consistent basis could cause us to halt our expansion, not pursue strategic business combinations, default on payments due on existing contracts, fail to continue developing our platform, solutions and services or experience other negative changes in our business.

Our operating income could fluctuate as we make future expenditures to expand our operations in order to support additional growth in our business, or if we fail to see the expected benefits of prior expenditures.

We have made significant investments in our operations to support additional growth, such as hiring substantial numbers of new personnel, investing in new facilities, acquiring other companies or their assets and establishing and broadening our international operations in order to expand our business. We have made substantial investments in recent years to increase our sales and marketing operations in international regions and expect to continue to invest to grow our international sales and global brand awareness. We also expect to continue to invest to grow our research and development organization, particularly internationally. We have made multiple acquisitions in recent years and expect these acquisitions will continue to increase our operating expenses in future periods. These investments may not yield increased revenue, and even if they do, the increased revenue may not offset the amount of the investments. We also expect to continue to pursue acquisitions in order to expand our presence in current markets or new markets, many or all of which may increase our operating costs more than our revenue. As a result of any of these factors, our operating income could fluctuate and may decline as a percentage of revenue relative to our prior annual periods.

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Because our long-term success depends on our ability to operate our business internationally and increase sales of our solutions to our MSP partners located outside of the United States, our business is susceptible to risks associated with international operations.

We have international operations in the United Kingdom, Canada, Belarus, Romania, Austria, Portugal, the Netherlands, Australia and the Philippines and we market and sell our solutions worldwide. We expect to continue to expand our international operations for the foreseeable future. The continued international expansion of our operations requires significant management attention and financial resources and results in increased administrative and compliance costs. Our limited experience in operating our business in certain regions outside the United States increases the risk that our expansion efforts into those regions may not be successful. In particular, our business model may not be successful in particular countries or regions outside the United States for reasons that we currently are unable to anticipate. We are subject to risks associated with international sales and operations including, but not limited to:

•fluctuations in currency exchange rates;

•the complexity of, or changes in, foreign regulatory requirements, including more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal data, particularly in Europe;

•localization by our channel partners, including translation of our materials;

•difficulties in managing the staffing of international operations, including compliance with local labor and employment laws and regulations;

•potentially adverse tax consequences, including the complexities of foreign value added tax systems, overlapping tax regimes, restrictions on the repatriation of earnings and changes in tax rates;

•the burdens of complying with a wide variety of foreign laws and different legal standards;

•increased financial accounting and reporting burdens and complexities;

•longer payment cycles and difficulties in collecting accounts receivable;

•longer sales cycles;

•political, social and economic instability;

•war, terrorist attacks and security concerns in general;

•reduced or varied protection for intellectual property rights in some countries and the risk of potential theft or compromise of our technology, data or intellectual property in connection with our international operations, whether by state-sponsored malfeasance or other foreign entities or individuals;

•laws and policies of the U.S. and other jurisdictions affecting international trade (including import and export control laws, tariffs and trade barriers);

•the risk of U.S. regulation of foreign operations; and

•other factors beyond our control such as natural disasters and pandemics.

The occurrence of any one of these risks could negatively affect our international business and, consequently, our operating results. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. If we are unable to effectively manage our expansion into additional geographic markets, our financial condition and results of operations could be harmed.

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In particular, we operate much of our research and development activities internationally and outsource a portion of the coding and testing of our solutions and solutions enhancements to contract development vendors. We believe that performing research and development in our international facilities and supplementing these activities with our contract development vendors enhances the efficiency and cost-effectiveness of our solution development. For example, we have research and development facilities located in Belarus, which has experienced numerous public protest activities and civil unrest since the presidential election in early August 2020, with active government and police-force intervention. The extent and duration of the instability remains uncertain. To date, intermittent communications and mobile internet outages have occasionally occurred and the European Union has issued economic sanctions against specific Belarusian officials. The current events in Belarus and similar unrest in other countries may pose security risks to our people, our facilities, our operations and infrastructure, such as utilities and network services, and the disruption of any or all of them could materially adversely affect our operations and/or financial results. Whether in these countries or in others in which we operate, civil unrest, political instability or uncertainty, military activities, or broad-based sanctions, should they continue for the long term or escalate, could require us to re-balance our geographic concentrations and could have a material adverse effect on our operations.

In June 2016, the United Kingdom’s electorate voted in a referendum to voluntarily depart from the European Union, commonly referred to as “Brexit.” The United Kingdom’s withdrawal from the European Union occurred on January 31, 2020, but the United Kingdom remained in the European Union’s customs union and single market for a transition period that expired on December 31, 2020. On December 24, 2020, the United Kingdom and the European Union entered into a trade and cooperation agreement, or the Trade and Cooperation Agreement, which was applied on a provisional basis from January 1, 2021. While the economic integration does not reach the level that existed during the time the United Kingdom was a member state of the European Union, the Trade and Cooperation Agreement sets out preferential arrangements in areas such as trade in goods and in services, digital trade and intellectual property. Negotiations between the United Kingdom and the European Union are expected to continue in relation to the relationship between the United Kingdom and the European Union in certain other areas which are not covered by the Trade and Cooperation Agreement. The long term effects of Brexit will depend on the effects of the implementation and application of the Trade and Cooperation Agreement and any other relevant agreements between the United Kingdom and the European Union.

We have operations and employees in the United Kingdom that are critical to the success of our business, including two offices and employees that support sales, marketing, finance, and engineering functions. As a result, we face risks associated with the potential uncertainty and disruptions that may follow Brexit and the implementation and application of the Trade and Cooperation Agreement, including with respect to volatility in exchange rates and interest rates, disruptions to the free movement of data, goods, services, people and capital between the United Kingdom and the European Union and potential material changes to the regulatory regime applicable to our operations in the United Kingdom. We may also face new regulatory costs and challenges as a result of Brexit that could have a material adverse effect on our operations. For example, as of January 1, 2021, the United Kingdom lost the benefits of global trade agreements negotiated by the European Union on behalf of its members, which may result in increased trade barriers that could make our doing business in areas that are subject to such global trade agreements more difficult. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which laws of the European Union to replace or replicate. There may continue to be economic uncertainty surrounding the consequences of Brexit that adversely impact customer confidence resulting in customers reducing their spending budgets on our services, which could materially adversely affect our business, financial condition and results of operations.

In addition, global privacy and data protection legislation, enforcement and policy activity are rapidly expanding and evolving, and may be inconsistent from jurisdiction to jurisdiction. For example, on July 16, 2020, the Court of Justice of the European Union, Europe’s highest court, held in the Schrems II case that the E.U.-U.S. Privacy Shield, a mechanism for the transfer of personal data from the European Union to the United States, was invalid and imposed additional obligations in connection with the use of standard contractual clauses approved by the European Commission. The impact of this decision on the ability to lawfully transfer personal data from the European Union to the United States is being assessed and guidance from European regulators and advisory bodies is awaited. It is possible that the decision will restrict the ability to transfer personal data from the European Union to the United States and we may, in addition to other impacts, experience additional costs associated with increased

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compliance burdens, and we, our MSP partners and their SME customers face the potential for regulators in the European Economic Area (“EEA”) to apply different standards to the transfer of personal data from the EEA to the United States, and to block, or require ad hoc verification of measures taken with respect to, certain data flows from the EEA to the United States.

If one or more of these risks occurs, it could require us to dedicate significant resources to remedy, and if we are unsuccessful in finding a solution, our financial results will suffer.

We may not have visibility into a portion of our revenue that is consumption-based, which may result in our financial position and results of operations falling below internal or external expectations, which could negatively impact the price of our common stock.

A portion of our revenue is recognized based on consumption as MSP partners use certain aspects of our platform, whether such usage is beyond their paid subscriptions or on an individual basis. This usage is particularly applicable to our remote monitoring and management, or RMM, solutions and our backup, recovery and disaster recovery solutions. Unlike our subscription revenue, which is recognized ratably over the term of the subscription, we generally recognize consumption revenue as the services are delivered. Because our MSP partners have flexibility in the timing of their consumption, we do not have the visibility into the timing of revenue recognition that we have with our subscription revenue. There is a risk that our MSP partners will not use portions of our platform that provide consumption-based revenue at all or more slowly than we expect, and our actual results may differ from our forecasts. Further, investors and securities analysts may not understand how the consumption-based portion of our business differs from the subscription-based portion of our business, and our business model may be compared to purely subscription-based business models or purely consumption-based business models. If our quarterly results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class actions.

Our solutions use third-party software that may be difficult to replace or cause errors or failures of our solutions that could lead to a loss of MSP partners or harm to our reputation and our operating results.

In order to provide our MSP partners with additional functionality on our platform, we often partner with best-of-breed technology developers through license arrangements to use their software in our offerings. In the future, this software may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of the software could result in decreased functionality of our solutions until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could harm our business. In addition, any errors or defects in or failures of the third-party software could result in errors or defects in our solutions or cause our solutions to fail, which could harm our business and be costly to correct. Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our MSP partners or third-party providers that could harm our reputation and increase our operating costs.

Interruptions or performance problems associated with our internal infrastructure and its reliance on technologies from third parties may adversely affect our ability to manage our business and meet reporting obligations.

Currently, we use NetSuite to manage our order management and financial processes, salesforce.com to track our sales and marketing efforts and other third-party vendors to manage online marketing and web services. We believe the availability of these services is essential to the management of our high-volume, transaction-oriented business model. We also use third-party vendors to manage our equity compensation plans and certain aspects of our financial reporting processes. As we expand our operations, we expect to utilize additional systems and service providers that may also be essential to managing our business. Although the systems and services that we require are typically available from a number of providers, it is time-consuming and costly to qualify and implement these relationships. Therefore, if one or more of our providers suffer an interruption in their business, or experience delays, disruptions or quality-control problems in their operations, or we have to change or add additional systems and services, our ability to manage our business and produce timely and accurate financial statements would suffer.

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Interruptions or performance problems associated with our solutions, including disruptions at any third-party data centers upon which we rely, may impair our ability to support our MSP partners.

Our continued growth depends in part on the ability of our existing and potential MSP partners to access our websites, software or cloud-based solutions within an acceptable amount of time. We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously and denial of service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our user traffic increases. If our websites are unavailable or if our MSP partners are unable to access our software or cloud-based solutions within a reasonable amount of time or at all, our business would be negatively affected. Additionally, our data centers and networks and third-party data centers and networks may experience technical failures and downtime, may fail to distribute appropriate updates, or may fail to meet the increased requirements of a growing customer base.

We provide certain of our solutions through third-party data center hosting facilities located in the United States and other countries. While we control and have access to our servers and all of the components of our network that are located in such third-party data centers, we do not control the operation of these facilities. Following expiration of the current agreement terms, the owners of the data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruptions in connection with doing so.

If we fail to develop and maintain our brand, our financial condition and operating results might suffer.

We believe that developing and maintaining awareness and integrity of our brand in a cost-effective manner are important to achieving widespread acceptance of our existing and future offerings and are important elements in attracting new MSP partners. In addition, in connection with the separation and distribution we are changing our brand from the “SolarWinds MSP” brand to “N-able,” which may result in the potential loss of customer recognition and could adversely affect our business and profitability. We believe that the importance of brand recognition will increase as we enter new markets and as competition in our existing markets further intensifies. Successful promotion of our brands will depend on the effectiveness of our marketing efforts and on our ability to provide reliable and useful solutions at competitive prices. We intend to increase our expenditures on brand promotion. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building our brands. We also rely on our MSP partner base and their SME customers in a variety of ways, including to give us feedback on our offerings and to provide user-based support to our other customers through our Head Nerds program. If poor advice or misinformation regarding our solutions is spread among users of our Head Nerds program, it could adversely affect our reputation, our financial results and our ability to promote and maintain our brands. If we fail to introduce our new brand, promote and maintain our brands unsuccessfully, fail to maintain loyalty among our MSP partners and their SME customers, or incur substantial expenses in an unsuccessful attempt to introduce, promote and maintain our brands, we may fail to attract new MSP partners or retain our existing MSP partners and our financial condition and results of operations could be harmed. Additionally, if our MSP partners do not use or ineffectively use our solutions to serve their end customers, our reputation and ability to grow our business may be harmed.

If we are unable to capture significant volumes of high quality sales opportunities from our digital marketing initiatives, it could adversely affect our revenue growth and operating results.

Our digital marketing program is designed to efficiently and cost-effectively drive a high volume of website traffic and deliver high quality opportunities, which are generally trials of our solutions, to our sales teams. We drive website traffic and capture opportunities through various digital marketing initiatives, including search engine optimization, or SEO, targeted email campaigns, localized websites, social media, e-book distribution, video content, blogging and webinars. If we fail to drive a sufficient amount of website traffic or capture a sufficient

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volume of high quality sales opportunities from these activities, our revenue may not grow as expected or could decrease. If these activities are unsuccessful, we may be required to increase our sales and marketing expenses, which may not be offset by additional revenue and could adversely affect our operating results.

Our digital marketing initiatives may be unsuccessful in driving high volumes of website traffic and generating trials of our solutions, resulting in fewer high quality sales opportunities, for a number of reasons. For example, technology professionals often find our solutions when they are online searching for a solution to address a specific need. Search engines typically provide two types of search results, algorithmic and purchased listings, and we rely on both. The display, including rankings, of unpaid search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently. Our SEO techniques have been developed to work with existing search algorithms used by the major search engines. However, major search engines frequently modify their search algorithms and such modifications could cause our websites to receive less favorable placements, which could reduce the number of technology professionals who visit our websites. In addition, websites must comply with search engine guidelines and policies that are complex and may change at any time. If we fail to follow such guidelines and policies properly, search engines may rank our content lower in search results or could remove our content altogether from their indexes. If our websites are displayed less prominently, or fail to appear in search result listings in response to search inquiries regarding IT management problems through Internet search engines for any reason, our website traffic could significantly decline, requiring us to incur increased marketing expenses to replace this traffic. Any failure to replace this traffic could reduce our revenue.

In addition, the success of our digital marketing initiatives depends in part on our ability to collect customer data and communicate with existing and potential MSP partners online and through phone calls. As part of the solution evaluation trial process and during our sales process, most of our MSP partners agree to receive emails and other communications from us. We also use tracking technologies, including cookies and related technologies, to help us track the activities of the visitors to our websites. However, as discussed in greater detail below, we are subject to a wide variety of data privacy and security laws and regulations in the United States and internationally that affect our ability to collect and use customer data and communicate with MSP partners through email and phone calls. Several jurisdictions have proposed or adopted laws that restrict or prohibit unsolicited email or “spam” or regulate the use of cookies, including the European Union’s General Data Protection Regulation. These new laws and regulations may impose significant monetary penalties for violations and complex and often burdensome requirements in connection with sending commercial email or other data-driven marketing practices. As a result of such regulation, we may be required to modify or discontinue our existing marketing practices, which could increase our marketing costs.

We may need to reduce or change our pricing model to remain competitive.

We price our subscriptions on a per-device or per-user basis with pricing based on volume tiers. We expect that we may need to change our pricing from time to time. As new or existing competitors introduce tools that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers. We also must determine the appropriate price to enable us to compete effectively internationally. As a result, we may be required or choose to reduce our prices or otherwise change our pricing model, which could adversely affect our business, operating results and financial condition.

We have benefited from growth in the market for SME IT spending, and lack of continued growth or contraction in this market could have a material adverse effect on our results of operations and financial condition.

As SMEs invest in technology and their needs for continuous availability, performance and security grow, they have been increasingly relying on MSPs to manage these aspects of their businesses. In addition to MSPs, other IT service providers, such as value-added resellers, systems integrators, IT consultants and data center operators, have also adopted a managed services model. While we have benefited from the growth in SME spending on IT and the rise of the managed IT services model, the market is dynamic and evolving. Our future financial performance will depend in large part on continued growth in both spending by SMEs and demand from SMEs for MSPs to provide oversight, management and security of their IT systems and devices. If this market fails to grow or grows more slowly than we currently anticipate, our results of operations and financial condition could be adversely affected.

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The ability to recruit, retain and develop key employees and management personnel is critical to our success and growth, and our inability to attract and retain qualified personnel could harm our business.

Our business requires certain expertise and intellectual capital, particularly within our management team. We rely on our management team in the areas of operations, security, marketing, sales, support and general and administrative functions. The loss of one or more of our members of the management team could have a material adverse effect on our business.

For us to compete successfully and grow, we must retain, recruit and develop key personnel who can provide the needed expertise for our industry and solutions. As we move into new geographic areas, we will need to attract, recruit and retain qualified personnel in those locations. In addition, acquisitions could cause us to lose key personnel of the acquired businesses. The market for qualified personnel is competitive, and we may not succeed in retaining or recruiting key personnel or may fail to effectively replace current key personnel who depart with qualified or effective successors. We believe that replacing our key personnel with qualified successors is particularly challenging as we feel that our business model and approach to marketing and selling our solutions are unique. Any successors that we hire from outside of the company would likely be unfamiliar with our business model and may therefore require significant time to understand and appreciate the important aspects of our business or fail to do so altogether. Our effort to retain and develop personnel may also result in significant additional expenses, including stock-based compensation expenses, which could adversely affect our profitability. New regulations and volatility or lack of performance in our stock price could also affect the value of our equity awards, which could affect our ability to attract and retain our key employees. We cannot provide assurances that key personnel, including our executive officers, will continue to be employed by us or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on our business.

If we cannot maintain our corporate culture as we grow, our business may be harmed.

We believe that our corporate culture has been a critical component to our success and that our culture creates an environment that drives our employees and perpetuates our overall business strategy. We have invested substantial time and resources in building our team and we expect to continue to hire aggressively as we expand, including with respect to our international operations. As we grow and mature as a public company and grow further internationally, we may find it difficult to maintain the parts of our corporate culture that have led to our success. Any failure to preserve our culture could negatively affect our future success, including our ability to recruit and retain personnel and effectively focus on and pursue our business strategy.

Adverse economic conditions may negatively affect our business.

Our business depends on the overall demand for information technology and on the economic health of our current and prospective MSP partners and their SME customers. Any significant weakening of the economy in the United States, EMEA, APAC and of the global economy, more limited availability of credit, a reduction in business confidence and activity, decreased government spending, economic uncertainty and other difficulties may affect one or more of the sectors or countries in which we sell our solutions. Global economic and political uncertainty may cause some of our MSP partners or potential MSP partners, or their SME customers, to curtail spending generally or IT management spending specifically, and may ultimately result in new regulatory and cost challenges to our international operations. In addition, a strong dollar could reduce demand for our solutions in countries with relatively weaker currencies. These adverse conditions could result in reductions in subscriptions, reduction of consumption of our services, longer sales cycles, slower adoption of new technologies and increased price competition. Any of these events could have an adverse effect on our business, operating results and financial position.

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Material defects or errors in our solutions could harm our reputation, result in significant costs to us and impair our ability to sell our solutions.

Software solutions are inherently complex and often contain defects and errors when first introduced or when new versions are released. Any defects or errors in our solutions could result in:

•lost or delayed market acceptance and sales of our solutions;

•a reduction in subscription or maintenance renewals;

•diversion of development resources;

•legal claims; and

•injury to our reputation and our brand.

When faced with defects or errors, we will need to provide high-quality support to our MSP partners during remediation efforts. If our MSP partners are dissatisfied with our support or we otherwise fail to handle complaints effectively, our brand and reputation may suffer. The costs incurred in correcting or remediating the impact of defects or errors in our solutions may be substantial and could adversely affect our operating results.

The success of our business depends on our ability to obtain, maintain, protect and enforce our intellectual property rights.

Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop or license so that we can prevent others from using our inventions and proprietary information. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology and our business might be adversely affected. However, protecting and enforcing our intellectual property rights might entail significant expenses. Any of our intellectual property rights may be challenged by others, weakened or invalidated through administrative process or litigation. We rely primarily on a combination of patent, copyright, trademark, trade dress, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection.

As of March 31, 2021, we had six issued patents. The process of obtaining patent protection is expensive and time-consuming and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Even if issued, there can be no assurance that these patents, or our existing patents, will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are uncertain. Our patents and any future patents issued to us may be challenged, invalidated or circumvented, and may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. Any patents that are issued may subsequently be invalidated or otherwise limited, allowing other companies to develop offerings that compete with ours, which could adversely affect our competitive business position, business prospects and financial condition. In addition, issuance of a patent does not guarantee that we have a right to practice the patented invention. Patent applications in the United States are typically not published until 18 months after filing or, in some cases, not at all, and publications of discoveries in industry-related literature lag behind actual discoveries. We cannot be certain that third parties do not have blocking patents that could be used to prevent us from marketing or practicing our patented software or technology.

We endeavor to enter into agreements with our employees and contractors and with parties with which we do business in order to limit access to and disclosure of our trade secrets and other proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use, misappropriation or reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to ours and may infringe our intellectual property. The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, but these actions may not be successful, even when our rights have been infringed. Further, any litigation, whether or not resolved in our favor, could be costly and time-consuming.

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Our exposure to risks related to the protection of intellectual property may be increased in the context of acquired technologies as we have a lower level of visibility into the development process and the actions taken to establish and protect proprietary rights in the acquired technology. In connection with past acquisitions, we have found that some associated intellectual property rights, such as domain names and trademarks in certain jurisdictions, are owned by resellers, distributors or other third parties. In the past, we have experienced difficulties in obtaining assignments of these associated intellectual property rights from third parties.

Furthermore, effective patent, trademark, trade dress, copyright and trade secret protection may not be available in every country in which our solutions are available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States (in particular, some foreign jurisdictions do not permit patent protection for software), and mechanisms for enforcement of intellectual property rights may be inadequate. In addition, the legal standards, both in the United States and in foreign countries, relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We might be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert counterclaims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially viable. Any litigation, whether or not resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may adversely affect our business, results of operations, financial condition and cash flows.

Acquisitions present many risks that could have an adverse effect on our business and results of operations.

In order to expand our business and functionality of our platform, we have previously made several acquisitions and expect to continue making similar acquisitions and possibly larger acquisitions as part of our growth strategy. The success of our future growth strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Acquisitions are inherently risky and any acquisitions we complete may not be successful. Our past acquisitions and any mergers and acquisitions that we may undertake in the future involve numerous risks, including, but not limited to, the following:

•difficulties in integrating and managing the operations, personnel, systems, technologies and solutions of the companies we acquire;

•diversion of our management’s attention from normal daily operations of our business;

•our inability to maintain the key business relationships and the reputations of the businesses we acquire;

•uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;

•our dependence on unfamiliar affiliates, resellers, distributors and partners of the companies we acquire;

•our inability to increase revenue from an acquisition for a number of reasons, including our failure to drive demand in our existing partner base for acquired solutions and our failure to obtain sales from customers of the acquired businesses;

•increased costs related to acquired operations and continuing support and development of acquired solutions;

•liabilities or adverse operating issues, or both, of the businesses we acquire that we fail to discover through due diligence or the extent of which we underestimate prior to the acquisition;

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•potential goodwill and intangible asset impairment charges and amortization associated with acquired businesses;

•adverse tax consequences associated with acquisitions;

•changes in how we are required to account for our acquisitions under U.S. generally accepted accounting principles, including arrangements that we assume from an acquisition;

•potential negative perceptions of our acquisitions by MSP partners, financial markets or investors;

•failure to obtain required approvals from governmental authorities under competition and antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of an acquisition;

•potential increases in our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition;

•our inability to apply and maintain our internal standards, controls, procedures and policies to acquired businesses; and

•potential loss of key employees of the companies we acquire.

Additionally, acquisitions or asset purchases made entirely or partially for cash may reduce our cash reserves or require us to incur additional debt under our credit facility or otherwise. We may seek to obtain additional cash to fund an acquisition by selling equity or debt securities. We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will experience ownership dilution.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions.

Exposure related to any future litigation could adversely affect our results of operations, profitability and cash flows.

From time to time, we have been and may be involved in various legal proceedings and claims arising in our ordinary course of business. At this time, neither we nor any of our subsidiaries is a party to, and none of our respective property is the subject of, any material legal proceeding. However, the outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. Future litigation may result in a diversion of management’s attention and resources, significant costs, including monetary damages and legal fees, and injunctive relief, and may contribute to current and future stock price volatility. No assurance can be made that future litigation will not result in material financial exposure or reputational harm, which could have a material adverse effect upon our results of operations, profitability or cash flows.

In particular, the software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. We have received, and from time to time may receive, letters claiming that our solutions infringe or may infringe the patents or other intellectual property rights of others. As we face increasing competition and as our brand awareness increases, the possibility of additional intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party claims or rights against their use. Additionally, we have licensed from other parties proprietary technology covered by patents and other intellectual property rights, and these patents or other intellectual property rights may be challenged, invalidated or circumvented. These types of claims could harm our relationships with our MSP partners, might deter future MSP partners from acquiring our solutions or could expose us to litigation with respect to these claims. Even if we are not a party to any litigation between a customer and a third party, an adverse outcome in that litigation could make it more difficult for us to defend our intellectual property in any subsequent litigation in which we are named as a party. Any of these results would have a negative effect on our business and operating results.

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Any intellectual property rights claim against us or our MSP partners, with or without merit, could be time-consuming and expensive to litigate or settle and could divert management resources and attention. As a result of any successful intellectual property rights claim against us or our MSP partners, we might have to pay damages or stop using technology found to be in violation of a third party’s rights, which could prevent us from offering our solutions to our MSP partners. We could also have to seek a license for the technology, which might not be available on reasonable terms, might significantly increase our cost of revenue or might require us to restrict our business activities in one or more respects. The technology also might not be available for license to us at all. As a result, we could also be required to develop alternative non-infringing technology or cease to offer a particular solutions, which could require significant effort and expense and/or hurt our revenue and financial results of operations.

Our exposure to risks associated with the use of intellectual property may be increased as a result of our past and any future acquisitions as we have a lower level of visibility into the development process with respect to acquired technology or the care taken to safeguard against infringement risks. Third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to our acquisition.

Our use of open source software could negatively affect our ability to sell our offerings and subject us to possible litigation.

Some of our offerings incorporate open source software, and we intend to continue to use open source software in the future. Some terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to monetize our offerings. Additionally, we may from time to time face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source software license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license to continue offering the software or cease offering the implicated services unless and until we can re-engineer them to avoid infringement or violation. This re-engineering process could require significant additional research and development resources, and we may not be willing to entertain the cost associated with updating the software or be able to complete it successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software and, thus, may contain security vulnerabilities or infringing or broken code. Additionally, if we utilize open source licenses that require us to contribute to open source projects, this software code is publicly available; and our ability to protect our intellectual property rights with respect to such software source code may be limited or lost entirely. We may be unable to prevent our competitors or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage, and if not addressed, could have a negative effect on our business, operating results and financial condition.

Failure to maintain proper and effective internal controls could have a material adverse effect on our business, operating results and stock price.

As a public company, we will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and will be required to prepare our financial statements according to the rules and regulations required by the SEC. In addition, the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely manner or to otherwise comply with applicable law could subject us to penalties under federal securities laws, expose us to lawsuits and restrict our ability to access financing. In addition, the Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting and disclosure purposes. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over

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financial reporting. While we have been adhering to these laws and regulations as a subsidiary of SolarWinds, after the distribution we will need to demonstrate our ability to manage our compliance with these corporate governance laws and regulations as an independent, public company.

Our actual operating results may differ significantly from information we may provide in the future regarding our financial outlook.

From time to time, we may provide information regarding our financial outlook in our quarterly earnings releases, quarterly earnings conference calls, or otherwise, that represents our management’s estimates as of the date of release. This information regarding our financial outlook, which includes forward-looking statements, will be based on projections, including those related to certain of the factors listed above, prepared by our management. Neither our independent registered public accounting firm nor any other independent expert or outside party will compile or examine the projections nor, accordingly, will any such person express any opinion or any other form of assurance with respect thereto.

These projections will be based upon a number of assumptions and estimates that, while presented with numerical specificity, will be inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which will be beyond our control, and will also be based upon specific assumptions with respect to future business decisions, some of which will change. We intend to state possible outcomes as high and low ranges, which will be intended to provide a sensitivity analysis as variables are changed, but will not be intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that we may in the future release such information is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by analysts, if any.

Information regarding our financial outlook would be necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying such information furnished by us will not materialize or will vary significantly from actual results. Accordingly, information that we may provide regarding our financial outlook will only be an estimate of what management believes is realizable as of the date of release. Actual results will vary from our financial outlook, and the variations may be material and adverse. In light of the foregoing, investors are urged to consider these factors, not to rely exclusively upon information we may provide regarding our financial outlook in making an investment decision regarding our common stock, and to take such information into consideration only in connection with other information included in our filings filed with or furnished to the SEC, including the “Risk Factors” sections in such filings.

Any failure to implement our operating strategy successfully or the occurrence of any of the events or circumstances set forth under “Risk Factors” in this information statement could result in our actual operating results being different from information we provide regarding our financial outlook, and those differences might be adverse and material.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way in which we conduct our business.

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Risks Related to Cybersecurity

Cyberattacks, including the Cyber Incident, and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our MSP partners’, or their SME customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our MSP partners’, or their SME customers’ systems, the exploitation of vulnerabilities in our, our MSP partners’, or their SME customers’ environments, the theft or misappropriation of our, our MSP partners’, or their SME customers’ proprietary and confidential information, and interference with our, our MSP partners’, or their SME customers’ operations, exposure to legal and other liabilities, higher MSP partner and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business.

We are heavily dependent on our technology infrastructure to operate our business, and our MSP partners rely on our solutions to help manage and secure their IT infrastructure and environments, and that of their SME customers, including the protection of confidential information. Despite our implementation of security measures and controls, our systems, the systems of our third-party service providers upon which we rely, the systems of our MSP partners and the virtualized systems of our MSP partners, as well as the information that those systems store and process are vulnerable to attack from numerous threat actors, including sophisticated nation-state and nation-state-supported actors (including advanced persistent threat intrusions). Threat actors have been, and may in the future be, able to compromise our security measures or otherwise exploit vulnerabilities in our systems, including vulnerabilities that may have been introduced through the actions of our employees or contractors or defects in design or manufacture of our products and systems or the products and systems that we procure from third parties. In doing so, they have been, and may in the future be, able to breach or compromise our IT systems, including those which we use to design, develop, deploy and support our products, and access and misappropriate our, our current and former employees’ and our MSP partners’ proprietary and confidential information, including our software source code, introduce malware, ransomware or vulnerabilities into our products and systems and create system disruptions or shutdowns. By virtue of the role our products play in helping to manage and secure the environments and systems of our MSP partners and their SME customers, attacks on our systems and products can result in similar impacts on our MSP partners’ and their SME customers’ systems and data.

Cybersecurity has become increasingly important to our MSP partners as their SME customers experience increased security threats while more of their workforce works remotely during the COVID-19 pandemic. Larger volumes of remote devices are connecting to SMEs’ networks driving increased vulnerability and incidences of ransomware and phishing attacks are growing, making security a high priority for SMEs. The potential impact of cybersecurity breaches or incidents affecting MSP partners’ remote monitoring of multiple SME customers’ networks and devices is significant.

Moreover, the number and scale of cyberattacks have continued to increase and the methods and techniques used by threat actors, including sophisticated “supply-chain” attacks such as the Cyber Incident, continue to evolve at a rapid pace. As a result, we may be unable to identify current attacks, anticipate these attacks or implement adequate security measures. We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our solutions, our proprietary data or the data of our MSP partners or their SME customers, and ultimately on our business. In addition, our ability to defend against and mitigate cyberattacks depends in part on prioritization decisions that we and third parties upon whom we rely make to address vulnerabilities and security defects. While we endeavor to address all identified vulnerabilities in our products, we must make determinations as to how we prioritize developing and deploying the respective fixes and we may be unable to do so prior to an attack. Likewise, even once a vulnerability has been addressed, for certain of our products, the fix will only be effective once an MSP partner has updated the impacted product with the latest release, and MSP partners that do not install and run the remediated versions of our products, and their SME customers, may remain vulnerable to attack.

Cyberattacks, including the Cyber Incident, and other security incidents have resulted, and in the future may result, in numerous risks and adverse consequences to our business, including that (a) our prevention, mitigation and remediation efforts may not be successful or sufficient, (b) our confidential and proprietary information, including our source code, as well as personal information related to current or former employees and MSP partners, may be

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accessed, exfiltrated, misappropriated, compromised or corrupted, (c) we incur significant financial, legal, reputational and other harms to our business, including, loss of business, decreased sales, severe reputational damage adversely affecting current and prospective customer, employee or vendor relations and investor confidence, U.S. or foreign regulatory investigations and enforcement actions, litigation, indemnity obligations, damages for contractual breach, penalties for violation of applicable laws or regulations, including laws and regulations in the United States and other jurisdictions relating to the collection, use and security of user and other personally identifiable information and data, significant costs for remediation, impairment of our ability to protect our intellectual property, stock price volatility and other significant liabilities, (d) our insurance coverage, including coverage relating to certain security and privacy damages and claim expenses, may not be available or sufficient to compensate for all liabilities we incur related to these matters or that we may face increased costs to obtain and maintain insurance in the future, and (e) our steps to secure our internal environment, adapt and enhance our software development and build environments and ensure the security and integrity of the solutions that we deliver to our MSP partners may not be successful or sufficient to protect against future threat actors or cyberattacks. We have incurred and expect to continue to incur significant expenses related to our cybersecurity initiatives, including costs that we are incurring as part of developing our own security infrastructure in connection with the separation.

The Cyber Incident has had and may continue to have an adverse effect on our business, reputation, MSP partner and employee relations, results of operations, financial condition or cash flows.

On December 14, 2020, SolarWinds announced that it had been the victim of a cyberattack, or the Cyber Incident, on its Orion Software Platform and internal systems. SolarWinds’ investigation to date revealed that as part of this attack, malicious code, or Sunburst, was injected into builds of SolarWinds’ Orion Software Platform that it released between March 2020 and June 2020. If present and activated in a customer’s IT environment, Sunburst could potentially allow an attacker to compromise the server on which the Orion Software Platform was installed. The Cyber Incident has been widely reported by SolarWinds and other third parties and appears to be one of the most complex and sophisticated cyberattacks in history. Together with outside security professionals and other third parties, SolarWinds has been conducting investigations into the Cyber Incident, and on May 10, 2021, SolarWinds provided an update on its investigations to date.

SolarWinds’ investigations to date have revealed that the threat actor employed novel and sophisticated techniques indicative of a nation state actor and consistent with the goal of cyber espionage via a supply-chain attack. Through the use of the novel SUNSPOT code injector that SolarWinds discovered in its investigation, the threat actor surreptitiously injected the SUNBURST malicious code solely into builds of the Orion Software Platform. The threat actor undertook a test run of its ability to inject code into builds of the Orion Software Platform in October 2019, months prior to initiating the actual SUNBURST injection into builds of the Orion Software Platform that SolarWinds released between March and June 2020. SolarWinds has not identified Sunburst in any of its more than 70 non-Orion products and tools, including, as previously disclosed, any of our N-able solutions

As a result of the Cyber Incident, we are faced with significant risks. As a part of SolarWinds and our prior branding as “SolarWinds MSP,” the Cyber Incident has harmed, and is likely to continue to harm, our reputation, our MSP partner and employee relations and our operations and business as a result of both the impact it has had on our relationships with existing and prospective customers and the significant time and resources that our personnel have had and may have to devote to investigating and responding to the Cyber Incident. Customers have and may in the future defer purchasing or choose to cancel or not renew their agreements or subscriptions with us as a result of the Cyber Incident. We have and expect to continue to expend significant costs and expenses related to the Cyber Incident including in connection with investigations, our remediation efforts, our compliance with applicable laws and regulations in connection with the threat actor’s access to and exfiltration of information related to our current or former employees and MSP partners, and our measures to address the damage to our reputation and MSP partner and employee relations. We are also expending additional costs in connection with our ongoing cybersecurity-related initiatives. If we are unable to maintain the trust of our current and prospective MSP partners and their SME customers, negative publicity continues and/or our personnel continue to have to devote significant time to the Cyber Incident, our business, market share, results of operations and financial condition will be negatively affected.

While SolarWinds does not know precisely when or how the threat actor first gained access to its environment, its investigations have uncovered evidence that the threat actor compromised credentials and conducted research and

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surveillance in furtherance of its objectives through persistent access to its software development environment and internal systems, including its Office 365 environment, for at least nine months prior to initiating the test run in October 2019. During this entire period, we were a part of the SolarWinds’ shared environment and the threat actor had persistent access to our systems and Office 365 environment. SolarWinds also has found evidence that causes us to believe that the threat actor exfiltrated certain information as part of its research and surveillance. The threat actor created and moved files that we believe contained source code for our products, although we are unable to determine the actual contents of those files. The threat actor also created and moved additional files, including files that may have contained data about our MSP partners and files that may have contained data relating to trial and product activation of our N-central On Demand solution. We do not believe that any information of the customers of our MSP Partners would have been included in the files that were created by the threat actor. Although we are unable to determine the actual contents of these files, with respect to the files that may have contained data about our MSP partners, we believe the information included in such files would not have contained highly sensitive personal information, such as credit card, social security, passport or bank account numbers, but could have contained other information such as MSP partner IDs, business email addresses and encrypted MSP partner portal login credentials. With respect to the files that may have contained data relating to trial and product activation of our N-central On Demand solutions, although we are unable to determine the actual content of such files, the information included in such files could have contained MSP partner user names and N-central On Demand initial passwords generated by N-able. The threat actor also moved files to a jump server, which SolarWinds believes was intended to facilitate exfiltration of the files out of the shared environment. Investigations to date have also revealed that the threat actor accessed the email accounts of certain of our personnel, some of which contained information related to current or former employees and MSP partners. SolarWinds is currently in the process of identifying all personal information contained in the emails of these accounts, and SolarWinds and we expect to provide notices to any impacted individuals and other parties as appropriate.

The discovery of new or different information regarding the Cyber Incident, including with respect to its scope, the activities of the threat actor within the shared SolarWinds environment and the related impact on any of our systems, solutions, current or former employees and MSP partners, could increase our costs and liabilities related to the Cyber Incident and expose us to claims, investigations by U.S. federal and state and foreign governmental officials and agencies, civil and criminal litigation, including securities class action and other lawsuits, and other liability, resulting in material remedial and other expenses which may not be covered by insurance, including fines and further damage to our business, reputation, intellectual property, results of operations and financial condition. Although, subject to the terms of the separation agreement, SolarWinds would indemnify us for costs we may incur, any such claims, investigations or lawsuits may result in the incurrence of significant external and internal legal and advisory costs and expenses and reputational damage to our business, as well as the diversion of management’s attention from the operation of our business and a negative impact on our employee morale. We also may not have sufficient insurance coverage for any claims or expenses to the extent that certain costs are not covered under SolarWinds’ insurance coverage or the terms of the separation agreement indemnification.

The Cyber Incident also may embolden other threat actors to target our systems, which could result in additional harm to our business. Although we have and expect to continue to deploy significant resources as part of our security infrastructure, we cannot ensure that our steps to secure our internal environment, improve our software development and build environments and protect the security and integrity of the solutions that we deliver will be successful or sufficient to protect against future threat actors or cyberattacks or perceived by existing and prospective MSP partners as sufficient to address the harm caused by the Cyber Incident.

Risks Related to Taxation

Our business and financial performance could be negatively impacted by changes in tax laws or regulations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. Any changes to these existing tax laws could adversely affect our domestic and international business operations and our business and financial performance. Additionally, these events could require us or our MSP partners to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our MSP partners to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our subscription

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prices to offset the costs of these changes, existing MSP partners may cancel their subscriptions and potential MSP partners may elect not to purchase our subscriptions. Additionally, new, changed, modified or newly interpreted or applied tax laws could increase our MSP partners’ and our compliance, operating and other costs, as well as the costs of our solutions. Further, these events could decrease the capital we have available to operate our business. Any or all of these events could adversely impact our business and financial performance.

Additionally, the U.S. Tax Cuts and Jobs Act of 2017, or the Tax Act, which was enacted on December 22, 2017, requires complex computations to be performed, significant judgments to be made in the interpretation of the provisions of the Tax Act, significant estimates in calculations and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department continues to interpret or issue guidance on how provisions of the Tax Act will be applied or otherwise administered. As additional guidance is issued, we may make adjustments to amounts that we have previously recorded that may materially impact our financial statements in the period in which the adjustments are made.

Additional liabilities related to taxes or potential tax adjustments could adversely impact our business and financial performance.

We are subject to tax and related obligations in various federal, state, local and foreign jurisdictions in which we operate or do business. The taxing rules of the various jurisdictions in which we operate or do business are often complex and subject to differing interpretations. Tax authorities could challenge our tax positions we historically have taken, or intend to take in the future, or may audit the tax filings we have made and assess additional taxes. Tax authorities may also assess taxes in jurisdictions where we have not made tax filings. Any assessments incurred could be material, and may also involve the imposition of substantial penalties and interest. Significant judgment is required in evaluating our tax positions and in establishing appropriate reserves, and the resolutions of our tax positions are unpredictable. The payment of additional taxes, penalties or interest resulting from any assessments could adversely impact our business and financial performance.

Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our operating results.

Based on our current corporate structure, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax rules, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. In addition, the authorities in these jurisdictions could challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing. The relevant taxing authorities may determine that the manner in which we operate our business does not achieve the intended tax consequences. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties. Such authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries. Any increase in the amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and adversely affect our business and operating results.

Our operating results may be negatively impacted by the loss of certain tax benefits provided to companies in our industry predominately by the governments of countries in which we have research and development personnel.

Many of the governments of countries in which we have research and development personnel provide us with certain tax benefits related to the employment of such personnel and the activities that they perform. In Belarus, for example, our local subsidiary along with other member technology companies of High-Technologies Park have a full exemption from Belarus income tax and value added tax until 2049 and are taxed at reduced rates on a variety of other taxes. We have similar arrangements with our subsidiaries in Canada and Romania. If these tax benefits are changed, terminated, not extended or comparable new tax incentives are not introduced, we expect that our effective income tax rate and/or our operating expenses could increase significantly, which could materially adversely affect our financial condition and results of operations.

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Risks Related to Governmental Regulation

We are subject to various global data privacy and security regulations, which could result in additional costs and liabilities to us.

Our business is subject to a wide variety of local, state, national and international laws, directives and regulations that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. Moreover, because many of the features of our offerings use, store and report on SME data, which may contain personal data, any inability to adequately address privacy concerns, to honor a data subject request, to delete stored data at the relevant times, or to comply with applicable privacy laws, regulations and policies could, even if unfounded, result in liability to us and, damage to our reputation, loss of sales and harm to our business. These data protection and privacy-related laws and regulations continue to evolve and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions and increased costs of compliance. In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, and state breach notification laws. In connection with the Cyber Incident, SolarWinds’ investigations have revealed that the threat actor accessed the email accounts of certain of our personnel, some of which contained information related to current or former employees and MSP partners. SolarWinds is currently in the process of identifying all personal information contained in the emails of these accounts and expects to provide notices to any impacted individuals and other parties as appropriate. Such notices may cause additional harm to our reputation and business and may result in a loss of customers or additional investigations, claims and other related costs and expenses. In addition, if we experience another security incident with personal data, we may be required to inform the representative state attorney general or federal or country regulator, media and credit reporting agencies, and any party whose information was stolen, which could further harm our reputation and business. Other states and countries have enacted different requirements for protecting personal data collected and maintained electronically. We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards will have on our business or the businesses of our MSP partners, including, but not limited to, the European Union’s General Data Protection Regulation, which came into force in May 2018 and created a range of new compliance obligations, and significantly increased financial penalties for noncompliance. In addition, on July 16, 2020, the Court of Justice of the European Union, Europe’s highest court, held in the Schrems II case that the E.U.-U.S. Privacy Shield, a mechanism for the transfer of personal data from the European Union to the United States, was invalid, and imposed additional obligations in connection with the use of standard contractual clauses approved by the European Commission. The impact of this decision on the ability to lawfully transfer personal data from the European Union to the United States is being assessed and guidance from European regulators and advisory bodies is awaited. It is possible that the decision will restrict the ability to transfer personal data from the European Union to the United States, and we may, in addition to other impacts, experience additional costs associated with increased compliance burdens, and we, our MSP partners, and their SME customers face the potential for regulators in the European Economic Area (EEA) to apply different standards to the transfer of personal data from the EEA to the United States, and to block, or require ad hoc verification of measures taken with respect to, certain data flows from the EEA to the United States.

Failure to comply with laws concerning privacy, data protection and information security could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by our MSP partners, their SME customers, and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing MSP partners and their SME customers and prospective MSP partners and their SME customers), any of which could have a material adverse effect on our operations, financial performance and business. In addition, we could suffer adverse publicity and loss of customer confidence were it known that we did not take adequate measures to assure the confidentiality of the personal data that our MSP partners had given to us. This could result in a loss of MSP partners and revenue that could jeopardize our success. We may not be successful in avoiding potential liability or disruption of business resulting from the failure to comply with these laws and, even if we comply with laws, may be subject to liability because of a security incident. If we were required to pay any significant amount of money in satisfaction of claims under these laws, or any similar laws enacted by other jurisdictions, or if we were forced to cease our business operations for any length of time as a

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result of our inability to comply fully with any of these laws, our business, operating results and financial condition could be adversely affected. Further, complying with the applicable notice requirements in the event of a security breach could result in significant costs.

Additionally, our business efficiencies and economies of scale depend on generally uniform solutions offerings and uniform treatment of MSP partners across all jurisdictions in which we operate. Compliance requirements that vary significantly from jurisdiction to jurisdiction impose added costs on our business and can increase liability for compliance deficiencies.

We are subject to governmental export controls and economic sanctions laws that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.

Certain of our solutions are subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations and economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. These regulations may limit the export of our solutions and provision of our services outside of the United States, or may require export authorizations, including by license, a license exception or other appropriate government authorizations, including annual or semi-annual reporting and the filing of an encryption registration. Export control and economic sanctions laws may also include prohibitions on the sale or supply of certain of our solutions to embargoed or sanctioned countries, regions, governments, persons and entities. In addition, various countries regulate the importation of certain solutions, through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our solutions. The exportation, re-exportation and importation of our solutions and the provision of services, including by our partners, must comply with these laws or else we may be adversely affected, through reputational harm, government investigations, penalties, and a denial or curtailment of our ability to export our solutions or provide services. Complying with export control and sanctions laws may be time consuming and may result in the delay or loss of sales opportunities. If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us. Changes in export or import laws or corresponding sanctions may delay the introduction and sale of our solutions in international markets, or, in some cases, prevent the export or import of our solutions to certain countries, regions, governments, persons or entities altogether, which could adversely affect our business, financial condition and results of operations.

We are also subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their employees and intermediaries from authorizing, offering or providing improper payments or benefits to officials and other recipients for improper purposes. Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or our failure to comply with regulations could harm our operating results.

As Internet commerce continues to evolve, increasing regulation by federal, state or foreign agencies becomes more likely. In addition to data privacy and security laws and regulations, taxation of solutions and services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the Internet may also be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services and solutions offerings, which could harm our business and operating results.

Risks Related to Our Separation from SolarWinds

The separation and the distribution may not be successful.

Upon completion of the separation and the distribution, we will be a stand-alone public company, although we will continue to be controlled by the Lead Sponsors.

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In addition, the process of becoming a stand-alone public company may distract our management from focusing on our business and strategic priorities. Further, although we expect to have direct access to the debt and equity capital markets following the separation and distribution, we may not be able to issue debt or equity on terms acceptable to us or at all. Moreover, even with equity compensation tied to our business, we may not be able to attract and retain employees as desired.

We also may not fully realize the intended benefits of being a stand-alone public company if any of the risks identified in this “Risk Factors” section, or other events, were to occur. These intended benefits include improving the strategic and operational flexibility of both companies, increasing the focus of the management teams on their respective business operations, allowing each company to adopt the capital structure, investment policy and dividend policy best suited to its financial profile and business needs, and providing each company with its own equity currency to facilitate acquisitions and to better incentivize management. See the section titled “Certain Relationships and Related Party Transactions—Relationship with SolarWinds.” If we do not realize these intended benefits for any reason, our business may be negatively affected. We may be unable to achieve some or all of the benefits that we expect to achieve as an independent company in the time we expect, if at all, for a variety of reasons, including: (i) as an independent, publicly traded company, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of SolarWinds; and (ii) as an independent, publicly traded company, our business is less diversified than SolarWinds’ businesses prior to the separation. If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be adversely affected.

The terms of the agreements that we intend to enter into with SolarWinds in connection with the separation and distribution may limit our ability to take certain actions, which may prevent us from pursuing opportunities to raise capital, acquire other businesses or provide equity incentives to our employees, which could impair our ability to grow.

The terms of the agreements that we intend to enter into with SolarWinds in connection with the separation and distribution, including the separation agreement, may limit our ability to take certain actions, which could impair our ability to grow. In addition, under current laws, prior to the distribution, SolarWinds must retain beneficial ownership of at least 80% of our combined voting power and 80% of each class of nonvoting capital stock, if any is outstanding in order to effect a tax-free distribution of our shares held by SolarWinds to its stockholders. This may result in SolarWinds not supporting transactions that we wish to pursue that involve issuing shares of our capital stock, including for capital-raising purposes, as consideration for an acquisition or as equity incentives to our employees. To preserve the tax-free treatment of the separation and distribution, we intend to agree in the tax matters agreement to restrictions, including restrictions that would be effective during the period following the distribution, that could limit our ability to pursue certain strategic transactions, equity issuances or repurchases or other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business. See “—We may not be able to engage in desirable strategic or capital-raising transactions following the distribution.” Our inability to pursue such transactions could materially adversely affect our business, results of operations and financial condition.

If the distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, SolarWinds, N-able and SolarWinds stockholders could be subject to significant tax liabilities, and, in certain circumstances, we could be required to indemnify SolarWinds for material taxes and other related amounts pursuant to indemnification obligations under the tax matters agreement.

SolarWinds expects to obtain an opinion of tax counsel and tax advisors to the effect that the distribution should qualify as a transaction to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies and certain related transactions should each (or together with other such related transactions) qualify as a reorganization within the meaning of Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies or distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies. The opinion of tax counsel and tax advisors would be based upon and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of SolarWinds and us, including those

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relating to the past and future conduct of SolarWinds and us. If any of these representations, statements or undertakings are, or become, incomplete or inaccurate, or if we or SolarWinds breach any of the respective covenants in any of the separation-related agreements, the opinion of tax counsel and tax advisors could be invalid and the conclusions reached therein could be jeopardized.

Notwithstanding any opinion of tax counsel and tax advisors, the Internal Revenue Service (the “IRS”) could determine that the separation and distribution should be treated as a taxable transaction if it were to determine that any of the facts, assumptions, representations, statements or undertakings upon which any opinion of tax counsel and tax advisors was based were false or had been violated, or if it were to disagree with the conclusions in any opinion of tax counsel and tax advisors. Any opinion of tax counsel and tax advisors would not be binding on the IRS or the courts, and we cannot assure that the IRS or a court would not assert a contrary position. SolarWinds has not requested, and does not intend to request, a ruling from the IRS with respect to the treatment of the distribution or certain related transactions for U.S. federal income tax purposes.

If the separation and distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, in general, SolarWinds would recognize taxable gain as if it had sold our common stock in a taxable sale for its fair market value, and SolarWinds stockholders who receive shares of our common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.

We intend to agree in the tax matters agreement to indemnify SolarWinds for any taxes (and any related costs and other damages) resulting from the separation and distribution, and certain other related transactions, to the extent such amounts were to result from (i) an acquisition after the distribution of all or a portion of our equity securities, whether by merger or otherwise (and regardless of whether we participated in or otherwise facilitated the acquisition), (ii) other actions or failures to act by us or (iii) any of the representations or undertakings contained in any of the separation-related agreements or in the documents relating to the opinion of tax counsel and tax advisors being incorrect or violated. Any such indemnity obligations could be material.

We may not be able to engage in desirable strategic or capital-raising transactions following the distribution.

Under current law, a distribution that would otherwise qualify as a tax-free transaction, for U.S. federal income tax purposes, under Section 355 of the Code can be rendered taxable to the parent corporation and its stockholders as a result of certain post-distribution acquisitions of shares or assets of the distributed corporation. For example, such a distribution could result in taxable gain to the parent corporation under Section 355(e) of the Code if the distribution were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquired, directly or indirectly, shares representing a 50% or greater interest (by vote or value) in the distributed corporation.

To preserve the tax-free treatment of the separation and distribution, and in addition to our expected indemnity obligation described above, we intend to agree in the tax matters agreement to restrictions that address compliance with Section 355 of the Code (including Section 355(e) of the Code). These restrictions could limit our ability to pursue certain strategic transactions, equity issuances or repurchases or other transactions that we believe may be in the best interests of our stockholders or that might increase the value of our business.

We have no operating history as a stand-alone public company, and our historical and pro forma financial information is not necessarily representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results.

The historical financial information we have included in this information statement does not reflect, and the pro forma financial information included in this information statement may not reflect, what our financial condition, results of operations or cash flows would have been had we been a stand-alone entity during the historical periods presented, or what our financial condition, results of operations or cash flows will be in the future as an independent entity.

We derived the historical combined financial information included in this information statement from SolarWinds’ consolidated financial statements, and this information does not necessarily reflect the results of

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operations and financial position we would have achieved as an independent, publicly traded company during the periods presented, or those that we will achieve in the future. This is primarily because of the following factors:

•Prior to the separation and distribution, we operated as part of SolarWinds’ broader organization, and SolarWinds performed various corporate functions for us. Our historical combined financial information reflects allocations of corporate expenses from SolarWinds for these and similar functions. These allocations may not reflect the costs we will incur for similar services in the future as an independent publicly traded company.

•We have entered into transactions with SolarWinds that did not exist prior to the separation and distribution, such as SolarWinds’ provision of transition and other services, and undertake indemnification obligations, which have caused us to incur new costs. See “Certain Relationships and Related Party Transactions—Agreements with SolarWinds.”

•Our historical combined financial information does not reflect changes that we expect to experience in the future as a result of our separation from SolarWinds, including changes in the financing, cash management, operations, cost structure and personnel needs of our business. As part of SolarWinds, we benefited from SolarWinds’ operating diversity, size, purchasing power, borrowing leverage and available capital for investments that will no longer be accessible after the separation and distribution. As an independent entity, we may be unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses, or access capital markets, on terms as favorable to us as those we obtained as part of SolarWinds prior to the separation and distribution, and our results of operations may be adversely affected. In addition, our historical combined financial data do not include an allocation of interest expense comparable to the interest expenses we will incur as a result of the separation and distribution and related transactions, including interest expenses in connection with the Senior Facility.

Following the separation and distribution, we also face additional costs and demands on management’s time associated with being an independent, publicly traded company, including costs and demands related to corporate governance, investor and public relations and public reporting. While we were profitable as part of SolarWinds, we cannot assure you that our profits will continue at a similar level to historical periods now that we are an independent, publicly traded company. In addition, the pro forma combined financial information included in this information statement includes adjustments based upon available information we believe to be reasonable. However, the assumptions may change and actual results may differ. In addition, we have not made pro forma adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of our transition to becoming a public company, including changes in our employee base, potential increased costs associated with reduced economies of scale and increased costs associated with being a publicly traded, stand-alone company. For additional information about the basis of presentation of our pro forma financial information and historical financial information included in this information statement, see the sections titled “Selected Historical Combined Financial Data” and “Unaudited Pro Forma Combined Financial Statements.”

After the separation and distribution, we will have our first senior management team since being spun off from SolarWinds. If we encounter difficulties in the transition, our business could be negatively impacted.

We have appointed our first senior management team, including our first Chief Executive Officer and Chief Financial Officer. Our future success will partly depend upon our first senior management team’s and other key employees’ effective implementation of our business strategies. Our first management team may require transition time to fully understand all aspects of running our business separate from SolarWinds, and the challenges of running a public company. The transition may be disruptive to, or cause uncertainty in, our business and strategic direction. If we have failures in any aspects of this transition, or the strategies implemented by our management team are not successful, our business could be harmed.

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The assets and resources that we acquire from SolarWinds in the separation may not be sufficient for us to operate as a stand-alone company, and we may experience difficulty in separating our assets and resources from SolarWinds.

Because we have not operated as an independent company in the past, we will need to acquire assets in addition to those contributed by SolarWinds and its subsidiaries to us and our subsidiaries in connection with our separation from SolarWinds. We may also face difficulty in separating our assets from SolarWinds’ assets and integrating newly acquired assets into our business. Our business, financial condition and results of operations could be harmed if we fail to acquire assets that prove to be important to our operations or if we incur unexpected costs in separating our assets from SolarWinds’ assets or integrating newly acquired assets.

The services that SolarWinds provides to us may not be sufficient to meet our needs, which may result in increased costs and otherwise adversely affect our business.

Pursuant to the transition services agreement, we expect SolarWinds to continue to provide us with corporate and shared services for a transitional period related to corporate functions, such as executive oversight, risk management, information technology, accounting, audit, legal, investor relations, tax, treasury, shared facilities, engineering, operations, customer support, human resources and employee benefits, sales and sales operations and other services in exchange for the fees specified in the transition services agreement between us and SolarWinds. SolarWinds will not be obligated to provide these services in a manner that differs from the nature of the services provided to the N-able business during the 12-month period prior to the separation, and thus we may not be able to modify these services in a manner desirable to us as a stand-alone public company. Further, if we no longer receive these services from SolarWinds due to the termination of the transition services agreement or otherwise, we may not be able to perform these services ourselves and/or find appropriate third party arrangements at a reasonable cost (and any such costs may be higher than those charged by SolarWinds). See the section titled “Certain Relationships and Related Party Transactions—Relationship with SolarWinds.”

Our ability to operate our business effectively may suffer if we are unable to cost-effectively establish our own administrative and other support functions in order to operate as a stand-alone company after the expiration of our shared services and other intercompany agreements with SolarWinds.

As a business unit of SolarWinds, we relied on administrative and other resources of SolarWinds, including information technology, accounting, finance, human resources and legal services, to operate our business. In connection with the separation, we have entered into various service agreements to retain the ability for specified periods to use these SolarWinds resources. See the section titled “Certain Relationships and Related Party Transactions.” These services may not be provided at the same level as when we were a business unit within SolarWinds, and we may not be able to obtain the same benefits that we received prior to the separation. These services may not be sufficient to meet our needs, and after our agreements with SolarWinds expire (which will generally occur within 24 months following the completion of the distribution), we may not be able to replace these services at all or obtain these services at prices and on terms as favorable as we currently have with SolarWinds. We will need to create our own administrative and other support systems or contract with third parties to replace SolarWinds’ systems. In addition, we have received informal support from SolarWinds, which may not be addressed in the agreements we have entered into with SolarWinds, and the level of this informal support may diminish as we become a more independent company. Any failure or significant downtime in our own administrative systems or in SolarWinds’ administrative systems during the transitional period could result in unexpected costs, impact our results and/or prevent us from paying our suppliers or employees and performing other administrative services on a timely basis.

After the separation, we will be a smaller company relative to SolarWinds, which could result in increased costs because of a decrease in our purchasing power. We may also experience decreased revenue due to difficulty maintaining existing customer relationships and obtaining new MSP partners.

Prior to the separation, we were able to take advantage of SolarWinds’ size and purchasing power in procuring goods, technology and services, including insurance, employee benefit support and audit and other professional services. We are a smaller company than SolarWinds, and we cannot assure you that we will have access to financial

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and other resources comparable to those available to us prior to the separation. As a stand-alone company, we may be unable to obtain office space, goods, technology and services at prices or on terms as favorable as those available to us prior to the separation, which could increase our costs and reduce our profitability.

No vote of SolarWinds shareholders is required in connection with the separation and distribution.

No vote of SolarWinds shareholders is required in connection with the separation and distribution. Accordingly, if this transaction occurs and you do not want to receive N-able common stock in the distribution, your only recourse will be to divest yourself of your SolarWinds common stock prior to the record date for the distribution or to sell your N-able common stock in the “when-issued” market in between the record date and the distribution date. There can be no assurance that the price at which you would sell your SolarWinds or N-able common stock in any such situation would be an attractive price or that you would recover your investment in the stock or what you paid for the stock.

Until the separation occurs, SolarWinds has sole discretion to change the terms of the separation and distribution in ways which may be unfavorable to us.

Until the separation and distribution occurs, we will continue to be a subsidiary of SolarWinds. Accordingly, SolarWinds will have the sole and absolute discretion to determine and change the terms of the separation and distribution, including the establishment of the record date for the distribution and the distribution date. These changes could be unfavorable to us. In addition, SolarWinds may decide at any time not to proceed with the separation and distribution.

The combined post-separation value of two shares of SolarWinds common stock and one share of N‑able common stock may not equal or exceed the pre-distribution value of two shares of SolarWinds common stock.

As a result of the distribution, SolarWinds expects the trading price of shares of SolarWinds common stock immediately following the distribution to be lower than the “regular-way” trading price of such shares immediately prior to the distribution because the trading price will no longer reflect the value of the N-able business held by N‑able. There can be no assurance that the aggregate market value of two shares of SolarWinds common stock and one share of N-able common stock following the separation will be higher than the market value of two shares of SolarWinds common stock if the separation and distribution did not occur.

If SolarWinds experiences a change in control, our current plans and strategies could be subject to change.

As long as SolarWinds controls us, it will have significant influence over our plans and strategies, including strategies relating to marketing and growth. In the event SolarWinds experiences a change in control, a new SolarWinds owner may attempt to cause us to revise or change our plans and strategies, as well as the agreements between SolarWinds and us, described in this prospectus. A new owner may also have different plans with respect to the contemplated distribution of our common stock to SolarWinds stockholders, including not effecting such a distribution.

SolarWinds has agreed to indemnify us, and we have agreed to indemnify SolarWinds, for certain liabilities. Claims for indemnification by SolarWinds, or a failure by SolarWinds to provide sufficient indemnification to us, could negatively impact our business, results of operations and financial position.

Pursuant to the master separation agreement and certain other agreements with SolarWinds, SolarWinds has agreed to indemnify us, and we have agreed to indemnify SolarWinds, for certain liabilities. Claims for indemnification by SolarWinds could have negative consequences for our financial position. In addition, third parties could also seek to hold us responsible for any of the liabilities that SolarWinds has agreed to retain, and we cannot assure that an indemnity from SolarWinds will be sufficient to protect us against the full amount of such liabilities, or that SolarWinds will be able to fully satisfy its indemnification obligations in the future. Even if we ultimately succeed in recovering from SolarWinds any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could materially adversely affect our business, results of operations and financial condition.

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Certain contracts used in our business will need to be replaced, or assigned from SolarWinds or its affiliates to N‑able in connection with the separation, which may require the consent of the counterparty to such an assignment, and failure to obtain such replacement contracts or consents could increase N-able’s expenses or otherwise adversely affect our results of operations.

Our separation from SolarWinds requires us to replace shared contracts and, with respect to certain contracts that are to be assigned from SolarWinds or its affiliates to us or our affiliates, to obtain consents and assignments from third parties. It is possible that, in connection with the replacement or consent process, some parties may seek more favorable contractual terms from N-able. If we are unable to obtain such replacement contracts or consents, as applicable, we may be unable to obtain some of the benefits, assets and contractual commitments that are intended to be allocated to N-able as part of the separation. If N-able is unable to obtain such replacement contracts or consents, the loss of these contracts could increase N-able’s expenses or otherwise materially adversely affect our business, results of operations and financial condition.

Some of our directors and executive officers own SolarWinds common stock, restricted shares of SolarWinds common stock or options to acquire SolarWinds common stock and hold positions with SolarWinds, which could cause conflicts of interest, or the appearance of conflicts of interest, that result in our not acting on opportunities we otherwise may have.

Some of our directors and executive officers own SolarWinds common stock, restricted shares of SolarWinds stock or options to purchase SolarWinds common stock. Ownership of SolarWinds common stock, restricted shares of SolarWinds common stock and options to purchase SolarWinds common stock by our directors and executive officers after the separation and the presence of executive officers or directors of SolarWinds on our board of directors could create, or appear to create, conflicts of interest with respect to matters involving both us and SolarWinds that could have different implications for SolarWinds than they do for us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between SolarWinds and us regarding terms of the agreements governing the separation and the relationship between SolarWinds and us thereafter, including the master separation agreement, the employee matters agreement, the tax matters agreement or the transition services agreement. Potential conflicts of interest could also arise if we enter into commercial arrangements with SolarWinds in the future. As a result of these actual or apparent conflicts of interest, we may be precluded from pursuing certain growth initiatives.

We may have received better terms from unaffiliated third parties than the terms we will receive in the agreements that we intend to enter into with SolarWinds

The agreements that we intend to enter into with SolarWinds in connection with the separation, including the separation agreement, the transition services agreement, the intellectual property agreement, the tax matters agreement and the employee matters agreement with respect to SolarWinds’ continuing ownership of our common stock, were prepared in the context of the separation while we were still a wholly owned subsidiary of SolarWinds. See the section titled “Certain Relationships and Related Party Transactions—Relationship with SolarWinds.” Accordingly, during the period in which the terms of those agreements were prepared, we did not have an independent board of directors or a management team that was independent of SolarWinds. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties.

The allocation of intellectual property rights and data between SolarWinds and us as part of the separation and distribution, the shared use of certain intellectual property rights and data following the separation and distribution and restrictions on the use of intellectual property rights, could adversely impact our reputation, our ability to enforce certain intellectual property rights and our competitive position.

In connection with the separation and distribution, we will enter into agreements with SolarWinds governing the allocation of intellectual property rights and data related to our business. See “Certain Relationships and Related Party Transactions—Agreements with SolarWinds—Intellectual Property Matters Agreement.” These agreements include restrictions on our use of SolarWinds’ intellectual property rights and data licensed to us, including limitations on the field of use in which we can exercise our license rights. Moreover, the licenses granted to us under

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SolarWinds’ intellectual property rights and data are non-exclusive, so SolarWinds may be able to license the rights and data to third parties that may compete with us. These agreements could adversely affect our position and options relating to intellectual property enforcement, licensing negotiations and monetization and access to data used in our business. We also may not have sufficient rights to grant sublicenses of intellectual property or data used in our business, and we may be subject to third party rights pertaining to the underlying intellectual property or data. These circumstances could adversely affect our ability to protect our competitive position in the industry and otherwise adversely affect our business, financial condition and results of operations.

Risks Related to Ownership of Our Common Stock

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of the NYSE, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the requirements of the NYSE, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses. We will need to:

•institute a more comprehensive compliance function;

•comply with rules promulgated by the NYSE;

•prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

•establish new internal policies, such as those relating to insider trading; and

•involve and retain to a greater degree outside counsel and accountants in the above activities.

Furthermore, while we generally must comply with Section 404 of the Sarbanes-Oxley Act for the year ending December 31, 2021, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an emerging growth company. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the year ending December 31, 2026. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

There has been no prior public trading market for our common stock, and an active trading market may not develop or be sustained.

We have been approved to list our common stock on the NYSE under the symbol “NABL.” However, there has been no prior public trading market for our common stock. We cannot assure you that an active trading market for our common stock will develop on such exchange or elsewhere or, if developed, that any market will be sustained.

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Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our common stock when desired or the prices that you may obtain for your shares of our common stock.

The trading price of our common stock could be volatile, which could cause the value of your investment to decline.

Technology stocks have historically experienced high levels of volatility. The trading price of our common stock following the distribution may fluctuate substantially. Following the completion of the distribution, the market price of our common stock may be higher or lower than the price you pay for our common stock, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include the following:

•announcements of new solutions or technologies, commercial relationships, acquisitions or other events by us or our competitors;

•changes in how MSP partners perceive the benefits of our offerings;

•changes in subscription revenue from quarter to quarter;

•departures of key personnel;

•price and volume fluctuations in the overall stock market from time to time;

•fluctuations in the trading volume of our shares or the size of our public float;

•sales of large blocks of our common stock, including sales by our Sponsors;

•actual or anticipated changes or fluctuations in our operating results;

•whether our operating results meet the expectations of securities analysts or investors;

•changes in actual or future expectations of investors or securities analysts;

•litigation involving us, our industry or both;

•regulatory developments in the United States, foreign countries or both;

•general economic conditions and trends;

•major catastrophic events in our domestic and foreign markets; and

•“flash crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are listed.

In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the trading price of a company’s securities, securities class-action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have an adverse effect on our business, operating results and financial condition.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research

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coverage for our common stock. If there is no research coverage of our common stock, the trading price for shares of our common stock may be negatively impacted. If we obtain research coverage for our common stock and if one or more of the analysts downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline. If one or more of the analysts ceases coverage of our common stock or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price or trading volume to decline.

Sales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, could reduce the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public market after the distribution, or the perception that such sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. Upon the completion of the distribution and assuming consummation of the Private Placement, we will have approximately 178,746,342 shares of common stock outstanding. All of the shares of common stock distributed to our stockholders as a part of the distribution will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our “affiliates” as defined in Rule 144 under the Securities Act.  We will grant registration rights to the Sponsors with respect to shares of our common stock. Any shares registered pursuant to the registration rights agreement described in the section titled “Certain Relationships and Related Party Transactions” will be freely tradable in the public market. In addition, in connection with the Private Placement, we have granted registration rights to the Investors with respect to the 20,623,282 aggregate shares of our common stock purchased by them in the Private Placement and have agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares. Once registered, such shares will be freely tradable in the public market.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders.

We may issue additional capital stock in the future that will result in dilution to all other stockholders. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per-share value of our common stock to decline.

If completed, the ownership percentage of SolarWinds stockholders in the Company will be diluted as a result of the Private Placement and we will not retain any proceeds from such offering.

On July 11, 2021, we entered into a privately negotiated common stock purchase agreement with certain accredited investors to sell, prior to the consummation of the separation and distribution, an aggregate of 20,623,282 newly-issued shares of N-able common stock, which we anticipate will represent approximately 11.5% of our total shares of common stock as of the time of the separation and distribution, at a purchase price of $10.91 per share. If the Private Placement is consummated, the ownership percentage of SolarWinds stockholders in us following the distribution will be diluted as a result of the issuance of shares of our common stock in the Private Placement. In addition, since the purchase price at which the Investors will acquire shares of our common stock was privately negotiated and determined prior to the commencement of an independent trading market for shares of our common stock, the price paid by the Investors may be at a discount to the initial trading price of shares of our common stock received by holders of SolarWinds common stock in the distribution. In such instance, holders of SolarWinds common stock would experience further dilution. Upon the closing of the Private Placement, and prior to consummation of the separation and distribution, we will pay a dividend to SolarWinds in an amount equal to the net proceeds of the Private Placement, which amount is anticipated to be approximately $216.0 million. We will not retain any of the net proceeds from the Private Placement.

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We do not intend to pay dividends on our common stock, and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We do not intend to pay dividends on our common stock after the completion of the distribution. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. As a result, you may receive a return on your investment in our common stock only if the market price of our common stock increases.

Our restated charter and restated bylaws will contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

Our amended and restated certificate of incorporation, or our restated charter, and our amended and restated bylaws, or our restated bylaws, will contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

•a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

•after the Sponsors no longer continue to beneficially own, in the aggregate, at least 30% of the outstanding shares of our common stock, removal of directors only for cause;

•the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•subject to the rights of the Sponsors under the stockholders’ agreement, allowing only our board of directors to fill vacancies on our board of directors, which prevents stockholders from being able to fill vacancies on our board of directors;

•after the Sponsors no longer continue to beneficially own, in the aggregate, at least 40% of the outstanding shares of our common stock, a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

•after the Sponsors no longer continue to beneficially own, in the aggregate, at least 40% of the outstanding shares of our common stock, our stockholders may not take action by written consent but may take action only at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws;

•after the Sponsors no longer continue to beneficially own, in the aggregate, at least 40% of the outstanding shares of our common stock, the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our restated charter relating to the management of our business (including our classified board structure) or certain provisions of our bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

•the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

•advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; and

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•a prohibition of cumulative voting in the election of our board of directors, which would otherwise allow less than a majority of stockholders to elect director candidates.

Our restated charter will also contain a provision that provides us with protections similar to Section 203 of the Delaware General Corporation Law, or the DGCL, and prevents us from engaging in a business combination, such as a merger, with an interested stockholder (i.e., a person or group that acquires at least 15% of our voting stock) for a period of three years from the date such person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. However, our restated charter will also provide that the Sponsors, including the Silver Lake Funds and the Thoma Bravo Funds and any persons to whom any Silver Lake Fund or Thoma Bravo Fund or any of their respective affiliates sells its common stock, will not constitute “interested stockholders” for purposes of this provision.

After the distribution, the Lead Sponsors will have a controlling influence over matters requiring stockholder approval.

After giving effect to the completion of the Private Placement and the distribution, the Sponsors will collectively own in the aggregate approximately 122,971,283 shares of our common stock, representing approximately 68.8% of the voting power. The Sponsors have entered into a stockholders’ agreement whereby they each agreed, among other things, to vote the shares each beneficially owns in favor of the director nominees designated by Silver Lake and Thoma Bravo, respectively. As a result, Silver Lake and Thoma Bravo could exert significant influence over our operations and business strategy and would together have sufficient voting power to effectively control the outcome of matters requiring stockholder approval. These matters may include:

•the composition of our board of directors, which has the authority to direct our business and to appoint and remove our officers;

•approving or rejecting a merger, consolidation or other business combination;

•raising future capital; and

•amending our restated charter and restated bylaws, which govern the rights attached to our common stock.

Additionally, for so long as the Sponsors beneficially own, in the aggregate, 40% or more of our outstanding shares of common stock, the Sponsors will have the right to designate a majority of our board of directors. For so long as the Sponsors have the right to designate a majority of our board of directors, the directors designated by the Sponsors are expected to constitute a majority of each committee of our board of directors, other than the audit committee, and the chairman of each of the committees, other than the audit committee, is expected to be a director serving on such committee who is designated by the Sponsors. However, as soon as we are no longer a “controlled company” under the NYSE corporate governance standards, our committee membership will comply with all applicable requirements of those standards and a majority of our board of directors will be “independent directors,” as defined under the rules of the NYSE, subject to any phase-in provisions.

This concentration of ownership of our common stock could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs or other purchases of our common stock that might otherwise give you the opportunity to realize a premium over the then-prevailing market price of our common stock. This concentration of ownership may also adversely affect our share price.

Certain of our directors have relationships with the Lead Sponsors, which may cause conflicts of interest with respect to our business.

Following the separation, two of our eight directors will be affiliated with Silver Lake and two will be affiliated with Thoma Bravo. These directors have fiduciary duties to us and, in addition, have duties to the respective Sponsor and their affiliated funds, respectively. As a result, these directors may face real or apparent conflicts of interest with respect to matters affecting both us and the Sponsors, whose interests may be adverse to ours in some circumstances.

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The Sponsors and their affiliated funds may pursue corporate opportunities independent of us that could present conflicts with our and our stockholders’ interests.

The Sponsors and their affiliated funds are in the business of making or advising on investments in companies and hold (and may from time to time in the future acquire) interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or MSP partners of ours. The Sponsors and their affiliated funds may also pursue acquisitions that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Our restated charter will provide that no officer or director of the Company who is also an officer, director, employee, partner, managing director, principal, independent contractor or other affiliate of either of the Sponsors will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual pursues or acquires a corporate opportunity for its own account or the account of an affiliate, as applicable, instead of us, directs a corporate opportunity to any other person instead of us or does not communicate information regarding a corporate opportunity to us.

Following the separation and the distribution, the Sponsors’ ability to control our board of directors may make it difficult for us to recruit high-quality independent directors.

So long as the Sponsors beneficially owns shares of our outstanding common stock representing at least a majority of the votes entitled to be cast by the holders of our outstanding voting stock, they can effectively control and direct our board of directors.

We anticipate that, at the completion of the separation, three members of our board of directors, Messrs. Bock, Hoffmann and Widmann, will continue to serve as directors on the SolarWinds board of directors. Mr. Bingle was previously a director of SolarWinds but did not stand for reelection to the SolarWinds board of directors at the SolarWinds 2021 Annual Meeting of Stockholders. Further, the interests of SolarWinds and our other stockholders may diverge. Under these circumstances, persons who might otherwise accept our invitation to join our board of directors may decline.

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our restated charter will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our common stock.

Our restated charter will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our restated charter will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our restated charter or restated bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein. Our restated charter will further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolutions of any complaint asserting a cause of action

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arising under the Securities Act. The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our restated charter described in the preceding sentence. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings and there is uncertainty as to whether a court would enforce such provisions. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our restated charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or operating results.

For as long as we are an emerging growth company, we will not be required to comply with certain requirements that apply to other public companies.

We qualify as an emerging growth company, as defined in the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, we, unlike other public companies, will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation and any golden-parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for adopting new or revised financial accounting standards. We intend to take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards permitted under the JOBS Act until we are no longer an emerging growth company. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to the JOBS Act.

We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenue in a fiscal year, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

For so long as we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. We cannot predict whether investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will be a controlled company within the meaning of the NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.

Upon the completion of the distribution, the Sponsors will beneficially own a majority of the combined voting power of all classes of our outstanding voting stock. As a result, we will be a controlled company within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

•a majority of the board of directors consist of independent directors as defined under the rules of the NYSE;

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•the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

These requirements will not apply to us as long as we remain a controlled company. Following the completion of the distribution, we intend to take advantage of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. See “Management—Status As a Controlled Company.”

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Special Note Regarding Forward-Looking Statements

This information statement, including the sections titled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. Forward-looking statements convey our current expectations or forecasts of future events. All statements contained in this information statement, other than statements of historical fact, are forward-looking. You can identify forward-looking statements by terminology such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will,” or “would” or the negative of these terms or similar expressions. Forward-looking statements contained in this information statement include, but are not limited to, statements about:

•Our expectations regarding our plans and strategies to grow our business and expand our market share, including internationally;

•Our expectations concerning our solutions offerings and the expansion of these offerings and our market opportunities;

•Our expectations regarding our financial condition and results of operations, including revenue, operating expenses and cash flow;

•Our expectations regarding our non-U.S. earnings in foreign operations;

•Our expectations concerning potential acquisitions and the anticipated benefits of acquisitions;

•Our expectations concerning our ability to compete successfully against current and future competitors;

•Our market opportunities and our ability to take advantage of such market opportunities, the demand for IT management solutions in various markets, and factors contributing to such demand;

•Trends associated with our industry and potential market;

•Our sales and marketing efforts and our expectations about the results of those efforts;

•Our expectations about our ability to generate and maintain MSP partner loyalty and our ability to manage partner growth;

•Our expectations regarding investment plans and capital expenditures;

•Our research and development plans;

•Our equity compensation plans and practices;

•Our future borrowings and our beliefs regarding the sufficiency of our cash and cash equivalents, cash flows from operating activities and borrowing capacity;

•Our ability to attract and retain qualified employees and key personnel;

•Our ability to protect and defend our intellectual property and not infringe upon others’ intellectual property;

•Our ability to defend against and mitigate cyberattacks, such as the Cyber Incident, to our IT systems and those of our MSP partners and their SME customers;

•The expected impact of the Cyber Incident on our business and reputation and on our results of operations, liquidity or financial condition;

•Our expectations regarding the separation and distribution;

•Potential tax liabilities that may arise as a result of the separation or the distribution;

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•Operating as an independent publicly traded company, including compliance with applicable laws and regulations;

•Our status as an emerging growth company;

•Our status as a controlled company, and the possibility that SolarWinds’ or the Sponsors’ interests may conflict with our interests and the interests of our other stockholders;

•The effects of future sales, or perceptions of future sales of our common stock and future equity grants; and

•Other factors that we discuss in this information statement in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

There are a number of important factors that could cause our actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss in this information statement in “Risk Factors.” You should read these factors and the other cautionary statements made in this information statement as being applicable to all related forward-looking statements wherever they appear in this information statement. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this information statement. You should read this information statement and the documents that we have filed as exhibits to the registration statement, of which this information statement is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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The Separation and Distribution

Background

On August 6, 2020, SolarWinds announced its intent to explore the separation of its MSP business into a newly-created and separately-traded public company. Following the separation, N-able will provide cloud-based software solutions for MSPs, enabling them to support digital transformation and growth within SMEs. SolarWinds will retain its Core IT Management business focused primarily on providing IT infrastructure management software to corporate IT organizations. SolarWinds announced that it intended to effect the separation through a tax-free, pro rata distribution of the common stock of a new entity formed to hold the assets and liabilities associated with the N‑able business.

On June 25, 2021, the SolarWinds board of directors approved the distribution of the issued and outstanding shares of N-able common stock on the basis of one share of N-able common stock for every two shares of SolarWinds common stock held as of the close of business on the record date of July 12, 2021.

On July 19, 2021, the distribution date, each SolarWinds stockholder will receive one share of N-able common stock for every two shares of SolarWinds common stock held at the close of business on the record date for the distribution, as described below. SolarWinds stockholders will receive cash in lieu of any fractional shares of N‑able common stock that they would have received after application of this ratio. You will not be required to make any payment, surrender or exchange your SolarWinds common stock or take any other action to receive your shares of N-able’s common stock in the distribution. The distribution of N-able’s common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see this section under “—Conditions to the Distribution.”

Reasons for the Separation

The SolarWinds board of directors determined that the separation of the N-able business from the remainder of SolarWinds' business would be in the best interests of SolarWinds and its stockholders and approved the plan of separation. A variety of factors were considered by the SolarWinds board of directors in evaluating the separation. The SolarWinds board of directors considered the following potential benefits of the separation:

•Enhanced strategic and management focus. The separation will allow N-able and SolarWinds to more effectively pursue their distinct operating priorities and strategies and enable management of both companies to focus on unique opportunities for long-term growth and profitability. The separate management teams of N-able and SolarWinds also will be able to focus on executing the companies’ differing strategic plans without diverting attention from the other business;

•More flexibility and efficient allocation of capital. The separation will permit each company to concentrate its financial resources on its own operations without having to compete with each other for investment capital. This will provide each company with greater flexibility to pursue and fund its business plan, including capital expenditures, dividend policies, investments and acquisitions in a time and manner appropriate for its distinct strategy and business needs. The increased financial flexibility resulting from the separation also reflects additional aggregate debt capacity and the belief that investors in a company with the mix of assets that each of N-able and SolarWinds will own following the separation will be more receptive to strategic initiatives that N-able and SolarWinds may respectively pursue;

•Distinct investment identity. The separation will allow investors to separately value N-able and SolarWinds based on their distinct investment identities and offer a more focused investment profile to investors. N‑able’s business differs from SolarWinds’ other business in several respects, such as the market for its solutions and services. The separation will enable investors to evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their distinct characteristics;

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•Direct access and capital markets. The separation will create an independent equity structure that will afford N-able direct access to the capital markets and facilitate N-able’s ability to capitalize on its distinct growth opportunities and potentially effect future acquisitions utilizing its common stock; and

•Alignment of incentives with performance objectives. The separation will facilitate incentive compensation arrangements for employees more directly tied to the performance of the relevant company’s business and may enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.

While all of the bullets above are considered to be benefits to N-able, only the first, second, third and fifth bullets above are considered to be benefits to SolarWinds.

Neither N-able nor SolarWinds can assure you that, following the separation, any of the benefits described above or otherwise will be realized to the extent anticipated or at all.

The SolarWinds board of directors also considered the following potentially negative factors in evaluating the separation:

•Loss of joint purchasing power and increased costs. As a current part of SolarWinds, N-able benefits from SolarWinds’ size and purchasing power in procuring certain goods, services and technologies. After the separation, as a separate, independent entity, N-able may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those SolarWinds obtained prior to the separation. N‑able also may incur costs for certain functions previously performed by SolarWinds, such as accounting, tax, legal, human resources and other general administrative functions, that are higher than the amounts reflected in N-able’s historical financial statements, which could cause N-able’s profitability to decrease;

•Disruptions to the business as a result of the separation. The actions required to separate N-able’s and SolarWinds’ respective businesses could disrupt N-able’s and SolarWinds’ respective operations;

•Increased significance of certain costs and liabilities. Certain costs and liabilities that were otherwise less significant to SolarWinds as a whole may be more significant for N-able and SolarWinds as stand-alone companies;

•One-time costs of the separation. N-able will incur costs in connection with the transition to being a stand-alone public company that may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning N-able personnel, costs related to establishing a new brand identity in the marketplace and costs to separate information systems;

•Inability to realize anticipated benefits of the separation. N-able may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others: (i) the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing N-able’s business; (ii) following the separation, N-able may be more susceptible to market fluctuations and other adverse events than if it were still a part of SolarWinds; and (iii) following the separation, N-able’s business will be less diversified than SolarWinds’ businesses prior to the separation;

•Adverse market selling pressure on N-able shares as a result of the separation. N-able’s common stock may come under initial selling pressure as certain SolarWinds stockholders sell their shares in N-able because they are not interested in holding an investment in N-able;

•More volatile operating results and cash flow of N-able following the separation. After the separation, N‑able’s results will not reflect the generally more predictable cash flow from SolarWinds’ Core IT Management business, which may result in more volatile and less predictable operating results and cash flow for N-able; and

•Limitations placed upon N-able as a result of the tax matters agreement. To preserve the tax-free treatment for U.S. federal income tax purposes to SolarWinds of the distribution, together with certain related transactions, under the tax matters agreement that N-able will enter into with SolarWinds, N-able will be

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restricted from taking any action that prevents such transactions from being tax-free for U.S. federal income tax purposes. These restrictions may limit N-able’s ability to pursue certain strategic transactions or engage in other transactions that might increase the value of its business.

While all of the bullets above are considered to be potentially negative factors to N-able, only the first, second and third bullets above are considered to be potentially negative factors to SolarWinds.

In determining to approve the separation, the SolarWinds board of directors concluded that the potential benefits of the separation outweighed these negative factors.

Formation of a New Company Prior to N-able’s Distribution

N-able was formed as a Delaware limited liability company on November 30, 2020 for the purpose of holding the N-able business. On April 12, 2021, N-able was converted from a limited liability company to a Delaware corporation. As part of the plan to separate the N-able business from the remainder of its business, SolarWinds plans to transfer the equity interests of certain entities that operate the N-able business and the assets and liabilities of the N-able business to N-able, as set forth in the separation agreement.

When and How You Will Receive the Distribution

With the assistance of our transfer and distribution agent, SolarWinds expects to distribute N-able common stock on July 19, 2021, the distribution date, to all holders of outstanding shares of SolarWinds common stock as of the close of business on July 12, 2021, the record date for the distribution. American Stock Transfer & Trust Company will serve as our transfer and distribution agent in connection with the distribution of N-able common stock.

If you own shares of SolarWinds common stock as of the close of business on the record date for the distribution, N-able’s common stock that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, our transfer and distribution agent will then mail you a direct registration account statement that reflects your shares of N-able common stock. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. If you sell shares of SolarWinds common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of N-able common stock in the distribution.

Most SolarWinds stockholders hold their common shares through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your shares of SolarWinds common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the N-able common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

Transferability of Shares You Receive

Shares of N-able common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be N‑able affiliates. Persons who may be deemed to be N-able affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with N-able, which may include certain N-able executive officers, directors or principal stockholders, including the Sponsors. Securities held by N‑able affiliates will be subject to resale restrictions under the Securities Act. N-able affiliates will be permitted to sell shares of N-able common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

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Number of Shares of N-able Common Stock You Will Receive

For every two shares of SolarWinds common stock that you own at the close of business on July 12, 2021, the record date for the distribution, you will receive one share of N-able common stock on the distribution date.

SolarWinds will not distribute any fractional shares of N-able common stock to its stockholders. Instead, if you are a registered holder, our transfer and distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. Our transfer and distribution agent, in its sole discretion, without any influence by SolarWinds or N‑able, will determine when, how, through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the transfer and distribution agent will not be an affiliate of either SolarWinds or N‑able. Neither N-able nor SolarWinds will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

N-able estimates that it will take approximately two weeks from the distribution date for our transfer and distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold your shares of SolarWinds common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Results of the Distribution

After its separation from SolarWinds, N-able will be an independent, publicly traded company. The actual number of shares to be distributed will be determined at the close of business on July 12, 2021, the record date for the distribution, and will reflect any exercise of SolarWinds options or vesting of restricted stock units between the date the SolarWinds board of directors declares the distribution and the record date for the distribution. The distribution will not affect the number of outstanding shares of SolarWinds common stock or any rights of SolarWinds stockholders. SolarWinds will not distribute any fractional shares of N-able common stock.

N-able will enter into a separation agreement and other related agreements with SolarWinds to effect the separation and provide a framework for N-able’s relationship with SolarWinds after the separation. These agreements provide for the allocation between SolarWinds and N-able of SolarWinds’ assets, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after N-able’s separation from SolarWinds and will govern certain relationships between SolarWinds and N-able after the separation. For a more detailed description of these agreements, see “Certain Relationships and Related Party Transactions.”

Market for N-able Common Stock

There is currently no public trading market for N-able’s common stock. N-able has been approved to list its common stock on the New York Stock Exchange (the “NYSE”) under the symbol “NABL.” N-able has not and will not set the initial price of its common stock. The initial price will be established by the public markets.

N-able cannot predict the price at which its common stock will trade after the distribution. In fact, the combined trading prices of a share of SolarWinds common stock and a share of N-able common stock after the distribution (representing the number of shares of N-able common stock to be received per share of SolarWinds common stock in the distribution) may not equal the “regular-way” trading price of a share of SolarWinds common stock immediately prior to the distribution. The price at which N-able common stock trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for N-able common stock will be determined in the public markets and may be influenced by many factors. See “Risk Factors—Risks Related to Ownership of Our Common Stock.”

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Trading Between the Record Date and Distribution Date

Beginning on or shortly before the record date for the distribution and continuing up to the distribution date, SolarWinds expects that there will be two markets in shares of SolarWinds common stock: a “regular-way” market and an “ex-distribution” market. Shares of SolarWinds common stock that trade on the “regular-way” market will trade with an entitlement to N-able common shares to be distributed pursuant to the separation. Shares of SolarWinds common stock that trade on the “ex-distribution” market will trade without an entitlement to N‑able common stock to be distributed pursuant to the distribution. Therefore, if you sell shares of SolarWinds common stock in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive N-able common stock in the distribution. If you own shares of SolarWinds common stock at the close of business on the record date and sell those shares on the “ex-distribution” market up to and including through the distribution date, you will receive the shares of N-able common stock that you are entitled to receive pursuant to your ownership as of the record date of the shares of SolarWinds common stock.

Furthermore, beginning on or shortly before the record date for the distribution and continuing up to the distribution date, N-able expects that there will be a “when-issued” market in its common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for N-able common stock that will be distributed to holders of shares of SolarWinds common stock on the distribution date. If you owned shares of SolarWinds common stock at the close of business on the record date for the distribution, you would be entitled to N-able common stock distributed pursuant to the distribution. You may trade this entitlement to shares of N-able common stock, without the shares of SolarWinds common stock you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to N-able common stock will end, and “regular-way” trading will begin.

Private Placement

On July 11, 2021, we entered into a privately negotiated common stock purchase agreement with the Investors to sell, prior to the consummation of the separation and distribution, an aggregate of 20,623,282 newly-issued shares of N-able common stock, which we anticipate will represent approximately 11.5% of our total shares of common stock as of the time of the separation and distribution. The price per share of shares of N-able common stock to be sold in the Private Placement is fixed at $10.91, which was determined through private negotiation between the Investors and N-able. The initial issuance and sale of such shares will not be registered under the Securities Act; however, we have granted registration rights to the Investors with respect to the shares of our common stock purchased by them in the Private Placement and have agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares. Upon the closing of the Private Placement, and prior to consummation of the separation and distribution, we will pay a dividend to SolarWinds in an amount equal to the net proceeds of the Private Placement, which amount is anticipated to be approximately $216.0 million. We will not retain any of the net proceeds of the Private Placement.

Conditions to the Distribution

The distribution will be effective at 11:59 p.m., New York City time, on July 19, 2021, the distribution date, provided that the following conditions will have been satisfied (or waived by SolarWinds in its sole discretion):

•the transfer of assets and liabilities to N-able in accordance with the separation agreement will have been completed, other than assets and liabilities intended to transfer after the distribution;

•SolarWinds will have received opinions from its tax counsel and tax advisers to the effect that the distribution should qualify as a transaction to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies and certain related transactions should each (or together with other such related transactions) qualify as a reorganization within the meaning of Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section

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355 of the Code) applies or distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies;

•the SEC will have declared effective the registration statement of which this information statement is a part, no stop order suspending the effectiveness of the registration statement will be in effect, no proceedings for such purpose will be pending before or threatened by the SEC and this information statement will have been mailed to SolarWinds stockholders;

•all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws will have been taken and, where applicable, will have become effective or been accepted by the applicable governmental authority;

•the transaction agreements relating to the separation will have been duly executed and delivered by the parties;

•no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions will be in effect;

•the shares of N-able common stock to be distributed will have been accepted for listing on the NYSE, subject to official notice of distribution;

•the financing described under the section entitled “Description of Indebtedness” will have been completed; and

•no event or development will have occurred or exist that, in the judgment of SolarWinds’ board of directors, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions.

The satisfaction of the foregoing conditions does not create any obligations on SolarWinds’ part to effect the separation, and SolarWinds’ board of directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the separation, including by accelerating or delaying the timing of the consummation of all or part of the separation, at any time prior to the distribution date. To the extent that the SolarWinds board of directors determines that any modifications by SolarWinds materially change the material terms of the distribution, SolarWinds will notify SolarWinds stockholders in a manner reasonably calculated to inform them about the modification as may be required by law.

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Market and Industry Data

Unless otherwise indicated, information contained in this information statement concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity, and market share, is based on information from various sources, on assumptions that we have made that are based on those data and other similar sources, and on our knowledge of the markets for our solutions. In addition, while we believe the industry, market and competitive position data included in this information statement is reliable and is based on reasonable assumptions, such data is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this information statement. These and other factors could cause results to differ materially from those expressed in the estimates included in this information statement.

Some of the industry and market data contained in this information statement are based on information from various sources, including:

•Cisco Systems, Inc., Cisco Visual Networking Index: Forecast and Trends, 2017-2022, February 2019.

•Frost & Sullivan, Total Addressable Market for SMB IT Managed Service Providers, February 2021.

•Gartner, Forecast: Small and Midsize Business IT Spending Worldwide, 18 February 2021.

•Ponemon Institute, 2019 Global State of Cybersecurity in Small and Medium-Sized Businesses Survey, October 2019.

The Gartner content, or Gartner Content, described herein represents research opinion or viewpoints published, as part of a syndicated subscription service by Gartner, and is not a representation of fact. Gartner Content speaks as of its original publication date (and not as of the date of this information statement), and the opinions expressed in the Gartner report are subject to change without notice.

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Dividend Policy

Neither Delaware law nor our restated charter requires our board of directors to declare dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not expect to pay any dividends on our common stock in the foreseeable future. Any future determination to declare cash dividends on our common stock will be made at the discretion of our board of directors and, while a controlled company, the Sponsors, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors and the Sponsors may deem relevant.

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Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2021 on an actual basis and on a pro forma basis to reflect the transactions described in the section titled “Unaudited Pro Forma Combined Financial Statements.” You should read this table, together with the information contained in this information statement, including “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited combined financial statements and related notes included elsewhere in this information statement.

	As of March 31, 2021 (Unaudited)
	Actual		Pro-Forma
	(in thousands, except share data)
Cash and cash equivalents	$	111,218	$	37,221
Long-term debt, net of current portion	372,650		344,725
Stockholders’ equity (deficit):
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 178,325,091 shares issued and outstanding on a pro forma basis	—		178
Additional paid-in capital	—		534,777
Parent company net investment	585,060		—
Accumulated other comprehensive income	29,672		27,211
Total stockholders’ equity	614,732		562,166
Total capitalization	$	987,382	$	906,891

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Unaudited Pro Forma Combined Financial Statements

The following unaudited pro forma combined financial statements have been derived from our audited combined annual financial statements for the year ended December 31, 2020 and unaudited combined interim financial statements for the three months ended March 31, 2021 to reflect adjustments to N-able, a business of SolarWinds. On August 6, 2020, SolarWinds announced its intent to explore the separation of our business into an independent publicly-traded company through a pro rata distribution to the holders of SolarWinds common stock. On June 25, 2021, the SolarWinds board of directors approved the distribution of the issued and outstanding shares of N-able common stock on the basis of one share of N-able common stock for every two shares of SolarWinds common stock held as of the close of business on the record date of July 12, 2021.

The unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of the SEC’s Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” or the “Final Rule”. The Final Rule became effective on January 1, 2021 and the unaudited pro forma combined financial statements is presented in accordance therewith.

The unaudited pro forma combined financial statements consist of an unaudited pro forma combined balance sheet as of March 31, 2021 and unaudited pro forma combined statement of operations and comprehensive income for the three months ended March 31, 2021 and the year ended December 31, 2020, prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The unaudited pro forma combined financial statements reported below should be read in conjunction with our historical audited combined financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement.

The unaudited pro forma combined financial statements presented below have been derived from our historical audited combined financial statements included elsewhere in this information statement. The unaudited pro forma combined statement of operations and comprehensive income for the three months ended March 31, 2021 and the year ended December 31, 2020 give effect to the separation and distribution and the related transactions described below as if they had occurred on January 1, 2020. The unaudited pro forma balance sheet as of March 31, 2021 gives effect to the separation and distribution and the related transactions described below as if they had occurred on such date.

In management’s opinion, the unaudited pro forma combined financial statements reflect adjustments necessary to present fairly N-able’s pro forma results and financial position as of and for the period indicated. The pro forma adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable and reflect changes necessary to reflect N‑able’s financial condition and results of operations as if we were a stand-alone entity. Actual adjustments may differ materially from the information presented herein.

The unaudited pro forma combined financial statements have been prepared to include transaction accounting and autonomous entity adjustments to reflect the financial condition and results of operations as if we were a separate stand-alone entity.

Transaction accounting adjustments that reflect the effects of N-able’s legal separation from SolarWinds include the following adjustments:

•the impact of the separation agreement, tax matters agreement, employee matters agreement, transition services agreement, and other commercial agreements between N-able and SolarWinds;

•the transfer of certain transaction costs resulting from the separation that were not included in our historical combined financial statements;

•the issuance of debt for an estimated principal amount of $350.0 million to settle the related party debt with SolarWinds;

•the issuance of our common stock to holders of SolarWinds common stock; and

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•the elimination of SolarWinds’ net investment in us.

Autonomous entity adjustments of incremental expense or other changes necessary to reflect the operations and financial position of N-able as an autonomous entity when N-able was previously part of SolarWinds, include the following adjustments:

•the contribution by SolarWinds to N-able, pursuant to the separation agreement, of all assets and liabilities that comprise our business; and

•other adjustments as described in the notes to these unaudited pro forma combined financial statements.

The pro forma financial statements include all revenue and costs directly attributable to N-able as well as an allocation of expenses related to facilities, functions and services provided by SolarWinds. These corporate expenses have been allocated to our business based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount. All charges and allocations of cost for facilities, functions, and services provided by SolarWinds have been deemed paid by us to SolarWinds, in cash, in the period in which the cost was recorded in the pro forma combined statement of comprehensive income. Allocations to the N-able business of current income taxes payable are deemed to have been remitted, in cash, to SolarWinds in the period the related tax expense was recorded. Allocations of current income taxes receivable are deemed to have been remitted to us, in cash, by SolarWinds in the period to which the receivable applies only to the extent that a refund of such taxes could have been recognized by N-able on a stand-alone basis under the law of the relevant taxing jurisdiction.

Transactions between SolarWinds and us are accounted for through Parent company net investment in N‑able. Any transactions which have been included in our combined financial statements from SolarWinds-owned legal entities which are not exclusively operating as our legal entities are considered to be effectively settled in our combined financial statements at the time the separation and distribution is recorded between SolarWinds and us. The total net effect of the settlement of these intercompany transactions is reflected in our combined balance sheets as Parent company net investment in N-able. Other transactions between our legal entities and other SolarWinds legal entities, to the extent such transactions have not been settled in cash as of the period-end date, are reflected in our combined balance sheets as due from affiliates, which is within accounts receivable, and due to affiliates.

As an independent, publicly traded company, we expect to incur additional certain transaction costs resulting from the separation that were not included in our historical combined financial statements. These costs include legal, accounting and advisory fees, system implementation costs and other incremental separation costs incurred related to the separation. Actual transaction costs incurred as of the balance sheet date have been transferred to our historical combined financial statements. Additional costs incurred after the balance sheet date and an estimate of costs to be incurred have been included in the accompanying unaudited pro forma combined financial statements.

Pursuant to the terms of the stockholders’ agreement with the Sponsors that will be effective as of immediately prior to the consummation of the distribution, we may incur additional expenses over the next year to reimburse the Lead Sponsors and certain of their affiliates for certain out-of-pocket costs and expenses incurred in connection with the separation and distribution, certain advisory services and their ownership of N-able stock. As the reimbursement expenses are not yet estimable, no pro forma adjustment has been recorded.

On July 11, 2021, we entered into privately negotiated agreements with certain accredited investors to sell an aggregate of 20,623,282 newly-issued shares of N‑able common stock, which we anticipate will represent approximately 11.5% of our total shares of common stock as of the time of the separation and distribution. If the Private Placement is consummated, the ownership percentage of the SolarWinds shareholders in us following the distribution will be diluted as a result of the issuance of shares of our common stock in the Private Placement. The purchase price at which the Investors will acquire shares of our common stock will be fixed at $10.91 per share, which was privately negotiated and determined prior to the commencement of an independent trading market for shares of our common stock. Upon the closing of the Private Placement, and prior to consummation of the separation and distribution, we will pay a dividend to SolarWinds in an amount equal to the net proceeds of the Private Placement, which amount is anticipated to be approximately $216.0 million. We will not retain any of the net proceeds from the Private Placement.

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Our unaudited pro forma combined financial statements are for illustrative and informational purposes only, and are not intended to represent what our results of operations or financial position would have been had the separation and distribution and related transactions occurred on the dates assumed. These unaudited pro forma combined financial statements also should not be considered indicative of our future results of operations or financial position as a separate publicly-traded company.

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N-able, Inc.

Unaudited Pro Forma Combined Balance Sheet

As of March 31, 2021

(In thousands, except share and per share information)

	Historical		Transaction Accounting Adjustments		Notes	Autonomous Entity Adjustments		Notes	Pro Forma Results
Assets
Current assets:
Cash and cash equivalents	$	111,218	$	(72,544)	(a-d)	$	(1,453)	(l-n)	$	37,221
Accounts receivable, net of allowances of $790 as of March 31, 2021	29,033		—			101		(l-m)	29,134
Income tax receivable	1,810		—			—			1,810
Prepaid expenses and other current assets	8,543		—			—			8,543
Total current assets	150,604		(72,544)			(1,352)			76,708
Property and equipment, net	19,311		—			—			19,311
Operating lease right-of-use assets	13,395		—			—			13,395
Deferred taxes	3,227		—			—			3,227
Goodwill	855,578		—			—			855,578
Intangible assets, net	18,425		—			—			18,425
Other assets, net	7,569		—			—			7,569
Total assets	$	1,068,109	$	(72,544)		$	(1,352)		$	994,213
Liabilities and stockholder’s equity
Current liabilities:
Accounts payable	$	2,181	$	9,593	(e)	$	72	(l-m)	$	11,846
Due to affiliates	19,134		—			—			19,134
Accrued liabilities and other	19,968		—			2,652		(o)	22,620
Accrued related party interest payable	5,722		(5,722)		(f)	—			—
Current operating lease liabilities	2,882		—			—			2,882
Income taxes payable	1,803		—			—			1,803
Current portion of deferred revenue	9,688		—			—			9,688
Total current liabilities	61,378		3,871			2,724			67,973
Long-term liabilities:
Due to affiliates	372,650		(372,650)		(f)	—			—
Debt	—		344,725		(f)	—			344,725
Deferred revenue, net of current portion	137		—			—			137
Non-current deferred taxes	4,641		—			—			4,641
Non-current operating lease liabilities	14,162		—			—			14,162
Other long-term liabilities	409		—			—			409
Total liabilities	453,377		(24,054)			2,724			432,047
Stockholder’s equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 178,325,091 shares issued and outstanding on a pro forma basis	—		178		(c)	—			178
Additional paid-in capital	—		538,853		(a-b), (d-h)	(4,076)		(l-o)	534,777
Parent company net investment	585,060		(585,060)		(g)	—			—
Accumulated other comprehensive income	29,672		(2,461)		(h)	—			27,211
Total stockholder’s equity	614,732		(48,490)			(4,076)			562,166
Total liabilities and stockholder’s equity	$	1,068,109	$	(72,544)		$	(1,352)		$	994,213

See accompanying notes to unaudited pro forma combined financial statements.

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N-able, Inc.

Unaudited Pro Forma Combined Statement of Operations and Comprehensive Income

Three Months Ended March 31, 2021

(In thousands, except per share information)

	Historical		Transaction Accounting Adjustments		Notes	Autonomous Entity Adjustments		Notes	Pro Forma Results
Revenue:
Subscription and other revenue	$	83,190	$	—		$	301	(l-m)	$	83,491
Cost of revenue:			—
Cost of revenue	11,304		—			102		(m)	11,406
Amortization of acquired technologies	2,704		—			—			2,704
Total cost of revenue	14,008		—			102			14,110
Gross profit	69,182		—			199			69,381
Operating expenses:
Sales and marketing	25,714		—			—			25,714
Research and development	12,042		—			113		(l)	12,155
General and administrative	20,228		—			—			20,228
Amortization of acquired intangibles	6,019		—			—			6,019
Total operating expenses	64,003		—			113			64,116
Operating income	5,179		—			86			5,265
Other expense:
Interest expense, net	(6,518)		4,217		(b)	—			(2,301)
Other expense, net	(529)		35		(j)	—			(494)
Total other expense	(7,047)		4,252			—			(2,795)
Income (loss) before income taxes	(1,868)		4,252			86			2,470
Income tax expense	2,410		374		(k)	—			2,784
Net loss	$	(4,278)	$	3,878		$	86		$	(314)
Other comprehensive loss:
Foreign currency translation adjustments	(19,319)		(2,461)		(h)	—			(21,780)
Total comprehensive loss	$	(23,597)	$	1,417		$	86		$	(22,094)
Net loss per share: (p)
Basic loss per share									$	0.00
Diluted loss per share									$	0.00
Weighted-average shares used to compute net loss per share:
Shares used in computation of basic loss per share									178,325
Shares used in computation of diluted loss per share									178,325

See accompanying notes to unaudited pro forma combined financial statements.

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N-able, Inc.

Unaudited Pro Forma Combined Statement of Operations and Comprehensive Income

Year Ended December 31, 2020

(In thousands, except per share information)

	Historical		Transaction Accounting Adjustments		Notes	Autonomous Entity Adjustments		Notes	Pro Forma Results
Revenue:
Subscription and other revenue	$	302,871	$	—		$	813	(l-m)	$	303,684
Cost of revenue:
Cost of revenue	38,916		—			423		(m)	39,339
Amortization of acquired technologies	24,257		—			—			24,257
Total cost of revenue	63,173		—			423			63,596
Gross profit	239,698		—			390			240,088
Operating expenses:
Sales and marketing	82,034		857		(i)	—			82,891
Research and development	42,719		—			2,467		(l)(o)	45,186
General and administrative	57,331		8,736		(i)	1,999		(n-o)	68,066
Amortization of acquired intangibles	23,848		—			—			23,848
Total operating expenses	205,932		9,593			4,466			219,991
Operating income	33,766		(9,593)			(4,076)			20,097
Other expense:
Interest expense, net	(28,137)		18,939		(b)	—			(9,198)
Other expense, net	(773)		384		(j)	—			(389)
Total other expense	(28,910)		19,323			—			(9,587)
Income before income taxes	4,856		9,730			(4,076)			10,510
Income tax expense	12,014		7,963		(k)	—			19,977
Net loss	$	(7,158)	$	1,767		$	(4,076)		$	(9,467)
Other comprehensive income:
Foreign currency translation adjustments	42,414		(1,928)		(h)	—			40,486
Total comprehensive income	$	35,256	$	(161)		$	(4,076)		$	31,019
Net loss per share: (p)
Basic loss per share									$	(0.05)
Diluted loss per share									$	(0.05)
Weighted-average shares used to compute net loss per share:
Shares used in computation of basic loss per share									177,143
Shares used in computation of diluted loss per share									177,143

See accompanying notes to unaudited pro forma combined financial statements.

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Notes to Unaudited Pro Forma Combined Financial Statements

Note 1: Description of Pro Forma Transactions

The accompanying combined financial statements have been prepared from SolarWinds’ historical accounting records and are presented on a stand-alone basis as if the operations had been conducted independently from SolarWinds. Our results of operations were reported in SolarWinds’ consolidated financial statements.

Note 2: Transaction Accounting Adjustments

This note should be read in conjunction with other notes in the pro forma combined financial statements. Adjustments included in the column under the heading “Transaction Accounting Adjustments” represent the following:

(a)Reflects adjustment to present the minimum cash and cash equivalents balance of $50.0 million pursuant to the terms of the separation and distribution agreement. Cash in excess of the $50.0 million subsequent to the expected repayment of outstanding indebtedness and expected payment of transaction costs resulting from the separation prior to and upon the distribution date will be transferred to Parent. The pro forma adjustments are summarized below:

	March 31, 2021
	(in thousands)
Cash and cash equivalent, beginning	$	111,218
Repayment of outstanding indebtedness	(27,925)
Transfer to Parent	(33,293)
Cash and cash equivalent, ending	$	50,000

(b)Reflects the removal of the historical interest expense related to the outstanding related party indebtedness expected to be repaid and the pro forma interest expense from the new debt. The pro forma interest expense assumes no outstanding borrowings related to N-able's related party debt due to SolarWinds of $372.7 million and is calculated based upon the new debt agreement terms as described in Note (f) below. The pro forma adjustments are summarized below:

	For the three months ended March 31, 2021		For the year ended December 31, 2020
	(in thousands)
Interest expense on new debt	$	(2,301)	$	(9,203)
Removal of historical interest expense	6,518		28,142
	$	4,217	$	18,939

The interest rate assumed for purposes of preparing the pro forma combined financial information is 3.28%. A 1/8 of a percentage point increase or decrease in the benchmark rate would result in a change in interest expense of approximately $0.1 million and $0.4 million for the three months ended March 31, 2021 and the fiscal year ended December 31, 2020, respectively.

(c)Adjustment reflects the issuance of 178,325,091 shares of our common stock with a par value of $0.001 per share pursuant to the separation and distribution agreement. We have assumed 157,701,809 outstanding shares of our common stock based on 315,403,617 shares of SolarWinds common stock outstanding on March 31, 2021 at a distribution ratio of one share of our common stock for every two shares of SolarWinds common stock and 20,623,282 of newly-issued shares of our common stock as a result of the Private Placement. The actual number of shares issued will not be known until the record date for the distribution.

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(d)Represents the net proceeds of $216.0 million received by the Company from the Private Placement which will be subsequently paid to SolarWinds as a dividend prior to consummation of the separation and distribution. We will not retain any of the net proceeds from the Private Placement.

(e)Adjustment reflects transaction costs resulting from the separation which were incurred after the balance sheet date through April 2021. We expect to incur an additional $6.0 million to $8.0 million in incremental costs that include legal, accounting and advisory fees, system implementation costs and other incremental costs incurred through the date of separation and have reflected the midpoint of this estimated range of $6.9 million as an additional adjustment in the accompanying unaudited pro forma financial statements. The adjustment for transaction costs resulting from the separation includes estimated costs to implement certain new systems to replace the legacy systems previously provided by SolarWinds, which we estimate to be $1.5 million to $2.5 million.

(f)Represents new debt to settle the outstanding related party indebtedness with SolarWinds of $372.7 million. The new debt has an estimated principal amount of $350.0 million and estimated debt issuance costs of $5.3 million. Borrowings under the new debt agreement assumes interest at a floating rate which is equal to an adjusted London Interbank Offered Rate, or LIBOR, for a one-year interest period plus 3.0%. The adjustment includes the removal of $5.7 million of related accrued and unpaid interest payable.

(g)Represents the reclassification of SolarWinds’ net investment in our company to additional paid-in capital.

(h)Adjustment to remove the translation gains and losses recorded in accumulated other comprehensive income for N-able's United Kingdom legal entity. Upon the separation and distribution, the operating structure of N-able will be based in the United States. As a result, upon the separation and distribution, the United Kingdom legal entity will change its functional currency from the Pound Sterling to the US dollar.

(i)Represents the transaction costs resulting from the separation which reflects the transaction costs incurred in April 2021 and the estimated transaction costs of $6.9 million to give effect to the separation and distribution and the related transactions as if they had occurred on January 1, 2020 as described in Note (e) above. The pro forma adjustments are summarized below:

	For the year ended December 31, 2020
	(in thousands)
Sales and marketing	$	857
Research and development	—
General and administrative	8,736
	$	9,593

(j)Adjustment to remove the changes in foreign currency exchange rates recorded in other expense for N‑able's United Kingdom subsidiary based upon the change in the functional currency from the Pound Sterling to the US dollar as described in Note (h) above.

(k)Represents the income tax effect of the pro forma adjustments calculated using enacted statutory tax rates applicable at the legal entity in which the pro forma adjustments were made with the exception of the adjustments applicable to the U.S. which utilized a 0% rate as the U.S. consolidated group was in a full valuation allowance for the periods ended March 31, 2021 and December 31, 2020, respectively.

Note 3: Autonomous Entity Adjustments

This note should be read in conjunction with other notes in the pro forma combined statement of operations. Adjustments included in the column under the heading “Autonomous Entity Adjustments” represent the following:

(l)Represents the impact of the software cross license agreement that will be entered into between SolarWinds and us after the separation to which SolarWinds will grant to us a generally perpetual, irrevocable, non-

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exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. We will be able to sublicense our rights to third parties solely for use on behalf of us. We will pay a license fee to SolarWinds for the license to certain software libraries. We will also grant to SolarWinds a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. We will be able to sublicense our rights to third parties solely for use on behalf of us. The pro forma adjustments are summarized below:

	For the three months ended March 31, 2021		For the year ended December 31, 2020
	(in thousands)
Subscription and other revenue	$	32	$	129
Research and development	113		454
	$	(81)	$	(325)

(m)Represents the impact of the software OEM agreement that will be entered into between SolarWinds and us after the separation to which SolarWinds will grant to us a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain SolarWinds software products to customers on a worldwide basis. We will enter into a substantially similar software OEM agreement under which we will grant to SolarWinds a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain of our software products to customers on a worldwide basis. The pro forma adjustments are summarized below:

	For the three months ended March 31, 2021		For the year ended December 31, 2020
	(in thousands)
Subscription and other revenue	$	269	$	684
Cost of revenue	102		423
	$	167	$	261

(n)Represents expected commitment for a $60.0 million revolving line of credit to be used for general corporate purposes after the separation. We expect to have no outstanding borrowings on this line immediately following the separation. Adjustment reflects the revolving line of credit issuance costs of $1.4 million.      

(o)Reflects costs of $2.7 million over the next year to enhance the security, monitoring, and authentication of N-able’s IT environment in response to the Cyber Incident. The pro forma adjustments are summarized below:

	For the year ended December 31, 2020
	(in thousands)
Research and development	$	2,013
General and administrative	639
	$	2,652

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The following table illustrates the accumulated impact of footnotes a, b, c, l, m, and n:

	March 31, 2021
	(in thousands)
Cash and cash equivalents
Target cash amount (a)	$	50,000
Interest expense on new debt (b)	(11,504)
Common stock issuance (c)	178
Software cross license agreement (l)	(298)
Software OEM agreement (m)	205
Revolving line of credit issuance cost (n)	(1,360)
	$	37,221

The following table illustrates the accumulated impact of footnotes a, b, e, f, g, h, l, m, n, and o:

	March 31, 2021
	(in thousands)
Additional paid in capital
Transfer to parent (a)	$	(33,293)
Interest expense on new debt (b)	(11,504)
Transaction costs (e)	(9,593)
Removal of unpaid interest expense (f)	5,722
Net parent investments (g)	585,060
Change in UK subsidiary functional currency (h)	2,461
Software cross license agreement (l)	(325)
Software OEM agreement (m)	261
Revolving line of credit issuance costs (n)	(1,360)
IT enhancement costs (o)	(2,652)
	$	534,777

Note 4: Loss per share

(p) Pro forma basic and diluted earnings per share and pro forma weighted-average basic and diluted shares outstanding for the three months ended March 31, 2021 and the fiscal year ended December 31, 2020 reflect the number of shares of our common stock that are expected to be outstanding upon completion of the separation and distribution.

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Selected Historical Combined Financial Data

The following financial data should be read in conjunction with our audited combined financial statements and the related notes included elsewhere in this information statement.

The following table summarizes our historical combined financial data. The selected historical combined balance sheet data as of December 31, 2020 and 2019 and combined statement of operations data for the years ended December 31, 2020, 2019 and 2018 are derived from our audited combined financial statements included elsewhere in this information statement. The selected historical combined balance sheet data as of March 31, 2021 and combined statement of operations data for the three months ended March 31, 2021 and 2020 are derived from our unaudited combined financial statements included elsewhere in this information statement. The selected historical combined financial data in this section are not intended to replace our combined financial statements and the related notes and are qualified in their entirety by the combined financial statements and related notes included elsewhere in this information statement.

The selected historical combined financial data includes certain expenses of SolarWinds that were allocated to us related to facilities, functions and services provided by SolarWinds. These corporate expenses have been allocated to our business based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount. Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to, or the benefit received by, us during the periods presented. However, these shared expenses may not represent the amounts that would have been incurred had we operated autonomously or independently from SolarWinds. Actual costs that would have been incurred if we had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions in various areas, such as information technology and infrastructure. In addition, our historical combined financial data does not reflect changes that we expect to experience in the future as a result of our separation from SolarWinds, including changes in our cost structure, personnel needs, tax structure, capital structure, financing and business operations.

The combined financial information included in this section may not necessarily reflect what our financial position, results of operations and cash flows would have been had we been a stand-alone company during the periods presented. Accordingly, these historical results should not be relied upon as an indicator of our future performance. The following selected historical combined financial data should be read in conjunction with the sections titled “Capitalization,” “Unaudited Pro Forma Combined Financial Statements” and the related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Index to Combined Financial Statements” and the related notes included elsewhere in this information statement.

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Combined Statement of Operations Data:

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
Revenue	$	302,871	$	263,518	$	228,294	$	83,190	$	73,268
Cost of revenue	38,916		33,253		30,920		11,304		9,286
Amortization of acquired technologies	24,257		24,067		26,428		2,704		5,744
Gross profit	239,698		206,198		170,946		69,182		58,238
Operating expenses:
Sales and marketing	82,034		70,254		62,278		25,714		18,468
Research and development	42,719		37,172		32,892		12,042		11,443
General and administrative	57,331		38,971		33,286		20,228		11,897
Amortization of acquired intangibles	23,848		23,189		23,716		6,019		5,865
Total operating expenses	205,932		169,586		152,172		64,003		47,673
Operating income	33,766		36,612		18,774		5,179		10,565
Other expense, net	(28,910)		(33,419)		(36,265)		(7,047)		(7,884)
Income (loss) before provision for income taxes	4,856		3,193		(17,491)		(1,868)		2,681
Income tax expense (benefit)	12,014		5,705		(3,799)		2,410		1,993
Net (loss) income	$	(7,158)	$	(2,512)	$	(13,692)	$	(4,278)	$	688

Combined Balance Sheet Data:

	As of December 31,				As of March 31,
	2020		2019		2021
	(in thousands)				(unaudited)
Cash and cash equivalents	$	99,790	$	39,348	$	111,218
Working capital(1)	80,895		38,579		89,226
Total assets	1,079,735		1,013,783		1,068,109
Deferred revenue, current and non-current portion	9,670		8,172		9,825
Due to affiliates(2)	372,650		394,400		372,650
Total liabilities	448,538		450,087		453,377

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(1)We define working capital as current assets less current liabilities.

(2)Refer to Note 10. Relationship with Parent and Related Entities in the Notes to Combined Financial Statements included in this information statement for additional information regarding our related party debt.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. We believe that these non-GAAP financial measures provide supplemental information that is meaningful when assessing our operating performance because they exclude the impact of certain amounts that our management does not consider part of core operating results when assessing our operational performance, allocating resources, preparing annual budgets and determining compensation. Accordingly, these non-GAAP financial measures may provide insight to investors into the motivation and decision-making of management in operating the business. Investors are encouraged to review the reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure included below.

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While we believe that these non-GAAP financial measures provide useful supplemental information, non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, their most comparable GAAP measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in their financing and accounting methods, the book value of their assets, their capital structures, the method by which their assets were acquired and the manner in which they define non-GAAP measures. Items such as the amortization of intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition related adjustments and restructuring charges, as well as the related tax impacts of these items, can have a material impact on our GAAP financial results.

Non-GAAP Gross Margin, Non-GAAP Operating Income and Non-GAAP Operating Margin

We provide non-GAAP total cost of revenue, non-GAAP gross margin, non-GAAP operating expense and non-GAAP operating income and related non-GAAP gross and operating margins excluding such items as stock-based compensation expense and related employer-paid payroll taxes, amortization of acquired intangible assets, acquisition related costs, spin-off costs and restructuring costs and other. Management believes these measures are useful for the following reasons:

•Stock-Based Compensation Expense and Related Employer-Paid Payroll Taxes. We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes associated with our employees’ participation in SolarWinds’ stock-based incentive compensation plans. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Employer-paid payroll taxes on stock-based compensation is dependent on our stock price and the timing of the taxable events related to the equity awards, over which our management has little control, and does not necessarily correlate to the core operation of our business. Because of these unique characteristics of stock-based compensation and related employer-paid payroll taxes, management excludes these expenses when analyzing the organization’s business performance.

•Amortization of Acquired Intangible Assets. We provide non-GAAP information that excludes expenses related to purchased intangible assets associated with our acquisitions. We believe that eliminating this expense from our non-GAAP measures is useful to investors because the amortization of acquired intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of our acquisition transactions, which also vary in frequency from period to period. Accordingly, we analyze the performance of our operations in each period without regard to such expenses.

•Acquisition Related Costs. We exclude certain expense items resulting from acquisitions, such as legal, accounting and advisory fees, changes in fair value of contingent consideration, costs related to integrating the acquired businesses, deferred compensation, severance and retention expense. In addition, we exclude certain other costs including expense related to the take private transaction of SolarWinds in early 2016 and public offerings of shares of SolarWinds common stock in 2018 and 2019. We consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, acquisitions result in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude acquisition related costs allows investors to better review and understand the historical and current results of our continuing operations and also facilitates comparisons to our historical results and results of less acquisitive peer companies, both with and without such adjustments.

•Spin-off Costs. We exclude certain expense items resulting from the spin-off into a newly created and separately traded public company. These costs include legal, accounting and advisory fees, system implementation costs and other incremental separation costs incurred by us related to the spin-off. The spin-off transaction results in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that

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exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.

•Restructuring Costs and Other. We provide non-GAAP information that excludes restructuring costs such as severance and the estimated costs of exiting and terminating facility lease commitments, as they relate to our corporate restructuring and exit activities. These costs are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.

	Year Ended December 31,									Three Months Ended March 31,
	2020			2019			2018			2021			2020
	(in thousands, except margin data)									(unaudited)
GAAP total cost of revenue	$	63,173		$	57,320		$	57,348		$	14,008		$	15,030
Amortization of acquired technologies	(24,257)			(24,067)			(26,428)			(2,704)			(5,744)
Stock-based compensation expense and related employer-paid payroll taxes	(705)			(536)			(97)			(185)			(132)
Acquisition related costs	(2)			(48)			(63)			—			(2)
Non-GAAP total cost of revenue	$	38,209		$	32,669		$	30,760		$	11,119		$	9,152
GAAP gross profit	$	239,698		$	206,198		$	170,946		$	69,182		$	58,238
Amortization of acquired technologies	24,257			24,067			26,428			2,704			5,744
Stock-based compensation expense and related employer-paid payroll taxes	705			536			97			185			132
Acquisition related costs	2			48			63			—			2
Non-GAAP gross profit	$	264,662		$	230,849		$	197,534		$	72,071		$	64,116
GAAP gross margin	79.1		%	78.2		%	74.9		%	83.2		%	79.5		%
Non-GAAP gross margin	87.4		%	87.6		%	86.5		%	86.6		%	87.5		%

GAAP sales and marketing expense	$	82,034	$	70,254	$	62,278	$	25,714	18,468
Stock-based compensation expense and related employer-paid payroll taxes	(4,537)		(2,444)		(537)		(1,270)		(611)
Acquisition related costs	(2)		(1,166)		(1,685)		—		—
Restructuring costs and other	—		(247)		(20)		—		—
Spin-off costs	(736)		—		—		(339)		—
Non-GAAP sales and marketing expense	$	76,759	$	66,397	$	60,036	$	24,105	$	17,857

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	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands, except margin data)						(unaudited)
GAAP research and development expense	$	42,719	$	37,172	$	32,892	$	12,042	$	11,443
Stock-based compensation expense and related employer-paid payroll taxes	(3,326)		(2,462)		(493)		(777)		(680)
Acquisition related costs	—		(205)		(335)		—		—
Restructuring costs and other	—		(2)		(85)		(5)		—
Spin-off costs	(89)		—		—		(151)		—
Non-GAAP research and development expense	$	39,304	$	34,503	$	31,979	$	11,109	$	10,763

GAAP general and administrative expense	$	57,331	$	38,971	$	33,286	$	20,228	$	11,897
Stock-based compensation expense and related employer-paid payroll taxes	(12,928)		(3,638)		(669)		(2,890)		(1,288)
Acquisition related costs	(171)		(1,756)		(1,609)		—		(28)
Restructuring costs and other	(309)		(289)		(705)		(8)		(74)
Spin-off costs	(6,605)		—		—		(5,625)		—
Non-GAAP general and administrative expense	$	37,318	$	33,288	$	30,303	$	11,705	$	10,507

GAAP operating income	$	33,766		$	36,612		$	18,774		$	5,179		$	10,565
Amortization of acquired technologies	24,257			24,067			26,428			2,704			5,744
Amortization of acquired intangibles	23,848			23,189			23,716			6,019			5,865
Stock-based compensation expense and related employer-paid payroll taxes	21,496			9,080			1,796			5,122			2,711
Acquisition related costs	175			3,175			3,692			—			30
Restructuring costs and other	309			538			810			13			74
Spin-off costs	7,430			—			—			6,115			—
Non-GAAP operating income	$	111,281		$	96,661		$	75,216		$	25,152		$	24,989
GAAP operating margin	11.1		%	13.9		%	8.2		%	6.2		%	14.4		%
Non-GAAP operating margin	36.7		%	36.7		%	32.9		%	30.2		%	34.1		%

Adjusted EBITDA and Adjusted EBITDA Margin

We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as they are measures we use to assess our operating performance. We define adjusted EBITDA as net income or loss, excluding amortization of acquired intangible assets and developed technology, depreciation expense, income tax expense (benefit), interest expense, net, unrealized foreign currency (gains) losses, acquisition related costs, spin-off costs, stock-based compensation

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expense and related employer-paid payroll taxes and restructuring costs and other. We define adjusted EBITDA margin as adjusted EBITDA divided by total revenue. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our related party debt;

•adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and

•other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including operating income and net income (loss) and our other GAAP results. In evaluating adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the types of items excluded from the calculation of adjusted EBITDA. Adjusted EBITDA is not a presentation made in accordance with GAAP and the use of the term varies from others in our industry.

	Year Ended December 31,									Three Months Ended March 31,
	2020			2019			2018			2021			2020
	(in thousands, except margin data)									(unaudited)
Net (loss) income	$	(7,158)		$	(2,512)		$	(13,692)		$	(4,278)		$	688
Amortization and depreciation	56,450			54,139			56,021			11,330			13,508
Income tax expense (benefit)	12,014			5,705			(3,799)			2,410			1,993
Interest expense, net	28,137			33,805			34,523			6,518			7,622
Unrealized foreign currency losses (gains)	1,707			(601)			1,723			421			459
Acquisition related costs	175			3,175			3,692			—			30
Spin-off costs	7,430			—			—			6,115			—
Stock-based compensation expense and related employer-paid payroll taxes	21,496			9,080			1,796			5,122			2,711
Restructuring costs and other	309			538			810			13			74
Adjusted EBITDA	$	120,560		$	103,329		$	81,074		$	27,651		$	27,085
Adjusted EBITDA margin	39.8		%	39.2		%	35.5		%	33.2		%	37.0		%

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Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited combined financial statements and related notes and the unaudited pro forma combined financial statements, each included elsewhere in this information statement. In addition to historical combined financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see the sections entitled "Risk Factors" and “Special Note Regarding Forward-Looking Statements” above for a discussion of the uncertainties, risks and assumptions associated with these statements. We believe the assumptions underlying the combined financial statements are reasonable. However, the combined financial statements included herein may not reflect our results of operations, financial position and cash flows in the future or what they would have been had we been a separate, stand-alone company during the periods presented.

As explained above, as used in this information statement, the terms “N-able,” the “Company,” “we,” “us” and “our,” depending on the context, refer to N-able, Inc. and its consolidated subsidiaries after giving effect to the separation and distribution described under “Certain Relationships and Related Party Transactions— Relationship with SolarWinds.” As used in this information statement, references to “SolarWinds” or “Parent” refer to SolarWinds Corporation.

N-able was formed as a Delaware limited liability company on November 30, 2020. On April 12, 2021, N‑able was converted from a limited liability company to a Delaware corporation. SolarWinds currently beneficially owns all of the outstanding equity of N-able.

Management’s discussion and analysis of our financial conditions and results of operations is provided as a supplement to our audited combined financial statements and related notes included elsewhere herein to help provide an understanding of our financial condition, changes in financial condition and results of our operations.

Separation from SolarWinds

On August 6, 2020, SolarWinds announced its intent to explore the separation of its MSP business into a newly-created and separately-traded public company. On June 25, 2021, the SolarWinds board of directors approved the distribution of the issued and outstanding shares of N-able common stock on the basis of one share of N-able common stock for every two shares of SolarWinds common stock held as of the close of business on the record date of July 12, 2021. N-able was formed as a Delaware limited liability company on November 30, 2020 specifically for the purpose of effecting the separation. On April 12, 2021, N-able was converted from a limited liability company to a Delaware corporation. We have engaged in no business activities to date and N-able has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the separation. SolarWinds will transfer its N-able business to us prior to the separation.

Following the separation, we expect SolarWinds to continue to provide certain services to us on a transitional basis for associated fees, including services related to information technology, facilities, certain accounting and other financial functions and administrative functions. These services will be provided under transition services and other agreements described in “Certain Relationships and Related Party Transactions—Relationship with SolarWinds—Agreements with SolarWinds.” We generally expect to use the vast majority of these services for less than two years following the completion of the separation, depending on the type of the service and the location at which such service is provided. However, we may agree with SolarWinds to extend service periods for a limited amount of time or may terminate early such service periods.

Following the separation, we will be subject to the reporting requirements of the Exchange Act. We will be required to establish policies, procedures and practices as a stand-alone public company necessary to comply with our obligations under the Exchange Act and related rules and regulations. As a result, we will incur additional costs, including internal audit, investor relations, stock administration and regulatory compliance costs. These additional costs may differ from the costs that were historically allocated to us from SolarWinds. To operate as a stand-alone

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public company, we expect to incur costs to replace certain services previously provided by SolarWinds, which costs may be higher than those reflected in our historical combined financial statements.

Overview

We are a leading global provider of cloud-based software solutions for MSPs, enabling them to support digital transformation and growth within small and medium-sized enterprises, or SMEs. We partner with over 25,000 IT service providers, which we refer to as our MSP partners, empowering them to deliver best-in-class managed services in a scalable and repeatable way. These MSP partners rely on our platform to deploy, manage and secure the IT environments of over 500,000 SMEs around the world. Our platform consists of three core solution categories: remote monitoring and management, security and data protection and business management. Through our multi-dimensional land and expand model and global presence, we are able to drive strong recurring revenue growth, profitability and retention.

Organizations of all sizes are deploying technology to transform their businesses and compete effectively. As SMEs go through digital transformation, their reliance on technology as a competitive differentiator increases. IT environments are becoming increasingly complex, with the number of applications and endpoints proliferating while also becoming more interconnected, causing the sophistication and overhead required to deploy, manage and secure these assets to grow.

We enable IT service providers of all types to act as MSPs by providing a platform that they can leverage to help SMEs access powerful and seamless technology to power their businesses. Our software platform is designed to be an integrated, enterprise-grade solution that serves as an operating system for our MSP partners and scales as their businesses grow. Built on a multi-tenant architecture, our platform allows our MSP partners to adapt to their customers’ requirements and improve service delivery by offering centralized visibility and role-based access control in both public and private cloud, on-premises and hybrid cloud environments.

As of March 31, 2021 and December 31, 2020, we had over 25,000 MSP partners, respectively, of which 1,511 and 1,473 contributed annualized recurring revenue, or ARR, of $50,000 or more, respectively. Our 10 largest MSP partners represented less than 2% of our revenue during the three months ended March 31, 2021 and the year ending December 31, 2020, respectively. Our dollar-based net revenue retention rate was 109% and 110% for each of the trailing twelve-month periods ended March 31, 2021 and March 31, 2020, respectively, and 109%, 108% and 108% for each of the trailing twelve-month periods ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively.

We have experienced strong revenue growth and benefit from revenue that is recurring and highly profitable. Total revenue was $302.9 million for the twelve months ended December 31, 2020 with recurring revenue, which includes subscription and maintenance revenue, amounting to 96.4% of our total revenue. For the year ended December 31, 2020, our net loss was $7.2 million. For the year ended December 31, 2020, our adjusted EBITDA was $120.6 million. See “Selected Historical Combined Financial Data—Adjusted EBITDA” for additional information regarding adjusted EBITDA.

Our History

We began our journey nearly 20 years ago, and our focus from day one has been to build a platform of software solutions designed to solve the complex, operational tasks that our MSP partners face on a day-to-day basis. From the beginning, we have complemented our platform with programs and resources designed to equip our MSP partners with the tools and skills they need to drive success and growth in their businesses.

In 2013, SolarWinds predicted the growth and development of the MSP market and acquired N-able Technologies to capture the opportunity to address and better serve the rapidly evolving technology needs of SMEs through MSP partners.

In 2016, SolarWinds acquired LOGICnow, a global provider of cloud-based IT service management solutions for MSPs, and combined it with SolarWinds N-able to form SolarWinds MSP, creating a comprehensive platform to better serve MSPs globally.

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Since 2016, we have grown our platform and related solutions and our market opportunity through organic innovation, strategic technology partnerships, and targeted acquisitions, while also continuing to expand internationally and enhance our sales, marketing and partner success initiatives.

In December 2020, we announced that we are rebranding our business with a familiar name, N-able, extending the roots of who we are as a company to reflect the performance, protection, and partnership we provide our MSP partners. As a standalone entity under the N-able brand, we intend to continue to deliver enterprise-grade technology for our MSP partners to power their SME customers. The key tenants of our strategy will be to lead with technology, manage growth at scale and maintain strong operational discipline. We will continue to innovate to keep pace with evolving technology and further the extensibility of our platform and its suitability for the changing needs of our MSP partners and their customers. We continuously look to improve and refine our partner success initiatives to help our MSP partners better manage their own businesses, offer services enabled by our platform and expand their customer base and usage of the solutions our platform provides.

Our Business Model

We align our business model with the success of our MSP partners. Our technology platform is purpose-built to serve the entire MSP market and meet the complex IT needs of the SME market. Our solutions enable our MSP partners to build offerings for their SME customers and serve as a centralized hub for IT, delivering key services such as IT support, automation, infrastructure and security monitoring, and preventative maintenance. Additionally, our customer success offerings enable our MSP partners to establish appropriate pricing structures for their service offerings, develop effective go-to-market strategies, and learn how to best use our platform to streamline internal IT processes for improved operational efficiencies.

We have a multi-dimensional land and expand model and global presence that allow us to capture opportunities efficiently within the worldwide MSP and SME markets. When we add an MSP partner, we also add their SME customers and we grow as the partner adds new customers, delivers new services based on our solutions and when the partner’s customers add devices and services. Through our scale, platform, and base of over 25,000 MSP partners, we are able to efficiently deliver enterprise-grade software to the worldwide SME market.

Our revenue is derived entirely from the sale of software solutions. We derive over 95% of our revenue from the sale of subscriptions to the solutions on our platform, substantially all of which is recognized ratably over the term of the subscriptions. Our agreements with our MSP partners are typically month-to-month or annual. The majority of our agreements are invoiced on a monthly basis to align with the business models of our MSP partners, with a limited number of MSP partners paying annually up front. Our subscriptions are predominantly sold as

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software-as-a-service, or SaaS, deployments in which we utilize our IT infrastructure to run our platform, and provide access to our MSP partners via the cloud. We also offer subscriptions that are self-managed deployments, in which our MSP partners deploy and manage our platform across their own public cloud, private cloud, on-premises or hybrid cloud environments.

Generally, the subscription-based solutions on our platform, including remote monitoring and management and security and data protection applications, are sold on a per-device or per-user basis with pricing based on volume tiers. We offer our MSP partners the flexibility to purchase solutions with pricing based either on committed volumes or a “pay-as-you-go” model, where our partners pay based on the volume of our solutions they consume. We believe this approach differentiates us by allowing our MSP partners to choose their preferred pricing approach.

We employ an efficient low-touch, high-velocity “selling from the inside” motion cultivated while a part of SolarWinds. Through this sales motion, our sales force is able to close transactions of all sizes across any location by selling online or over the phone. Our selling efforts are based on actionable lead routing and efficient pipeline management and focused on a low-friction approach that allows prospective MSP partners to trial a fully functional version of our platform. When these prospective partners realize the value of our platform, they can then purchase solutions on our platform at the size and level of functionality and complexity appropriate for their and their customers’ needs. In international markets, we also utilize a localized channel strategy. This allows us to offer in-market solutions, sales, marketing and support in local languages.

We grow with our MSP partners as they add new customers and deliver new or enhanced services based on our solutions and when their SME customers add devices and services. We drive increased adoption and usage through our expansive and growing platform and our base of native integrations with third-party solutions and tools across leading strategic technology partnerships. We support our MSP partners by offering partner success initiatives designed to help them better manage their own businesses, sell easily marketable managed service offerings based on our solutions and expand their customer bases and the services our MSP partners provide those customers. Our partner success initiatives help drive both expansion and retention as our MSP partners are provided with resources designed to help them better understand and pursue growth opportunities.

SolarWinds Cyber Incident

On December 14, 2020, SolarWinds announced that it had been the victim of a cyberattack on its Orion Software Platform and internal systems, or the Cyber Incident. As part of this attack, malicious code known as Sunburst was injected into builds of SolarWinds’ Orion Software Platform that it released between March 2020 and June 2020. If present and activated in a customer’s IT environment, Sunburst could potentially allow an attacker to compromise the server on which the Orion Software Platform was installed. Together with outside security professionals and other third parties, SolarWinds has been conducting investigations into the Cyber Incident, and on May 10, 2021, SolarWinds provided an update on its investigations to date.

SolarWinds’ investigations to date have revealed that the threat actor employed novel and sophisticated techniques indicative of a nation state actor and consistent with the goal of cyber espionage via a supply-chain attack. Through the use of the novel SUNSPOT code injector that SolarWinds discovered in its investigation, the threat actor surreptitiously injected the SUNBURST malicious code solely into builds of the Orion Software Platform. The threat actor undertook a test run of its ability to inject code into builds of the Orion Software Platform in October 2019, months prior to initiating the actual SUNBURST injection into builds of the Orion Software Platform that SolarWinds released between March and June 2020. SolarWinds has not identified Sunburst in any of its more than 70 non-Orion products and tools, including, as previously disclosed, any of our N-able solutions.

While SolarWinds does not know precisely when or how the threat actor first gained access to its environment, its investigations have uncovered evidence that the threat actor compromised credentials and conducted research and surveillance in furtherance of its objectives through persistent access to its software development environment and internal systems, including its Office 365 environment, for at least nine months prior to initiating the test run in October 2019. During this entire period, we were a part of the SolarWinds’ shared environment and the threat actor had persistent access to our systems and Office 365 environment. SolarWinds also has found evidence that causes us to believe that the threat actor exfiltrated certain information as part of its research and surveillance. The threat actor

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created and moved files that we believe contained source code for our products, although we are unable to determine the actual contents of those files. The threat actor also created and moved additional files, including files that may have contained data about our MSP partners and files that may have contained data relating to trial and product activation of our N-central On Demand solution. We do not believe that any information of the customers of our MSP Partners would have been included in the files that were created by the threat actor. Although we are unable to determine the actual contents of these files, with respect to the files that may have contained data about our MSP partners, we believe the information included in such files would not have contained highly sensitive personal information, such as credit card, social security, passport or bank account numbers, but could have contained other information such as MSP partner IDs, business email addresses and encrypted MSP partner portal login credentials. With respect to the files that may have contained data relating to trial and product activation of our N-central On Demand solutions, although we are unable to determine the actual content of such files, the information included in such files could have contained MSP partner user names and N-central On Demand initial passwords generated by N-able. The threat actor also moved files to a jump server, which SolarWinds believes was intended to facilitate exfiltration of the files out of the shared environment. Investigations to date have also revealed that the threat actor accessed the email accounts of certain of our personnel, some of which contained information related to current or former employees and MSP partners. SolarWinds is currently in the process of identifying all personal information contained in the emails of these accounts, and SolarWinds and we expect to provide notices to any impacted individuals and other parties as appropriate.

SolarWinds, together with its partners, has undertaken extensive measures to investigate, contain, eradicate, and remediate the Cyber Incident. At this time, SolarWinds has substantially completed this process and believes the threat actor is no longer active in our shared environment. In response to the Cyber Incident and in connection with the separation, we are working to further enhance security, monitoring and authentication of our solutions. Specifically, we have implemented in-product security enhancements to the N-able portfolio of products, including, multi-factor authentication, unified single sign-on services, and secure secret vaults. We have also introduced new identity and access controls, scanning and remediation technologies and standards and monitoring tooling across our enterprise IT and production environments. We expect to incur additional expenses in future periods related to continued enhancements to our security measures across our solutions.

Of the expenses SolarWinds has recorded related to the Cyber Incident through March 31, 2021, none have been allocated to the N-able business and, as a result of the indemnification provisions under the separation agreement, we have not recorded any contingent liabilities with respect to the Cyber Incident as of March 31, 2021. In addition, as a result of the Cyber Incident, SolarWinds is subject to numerous lawsuits and governmental investigations or inquiries. To date, we have not been separately named in such lawsuits and investigations, but following the separation, we may become subject to lawsuits, investigations or inquiries related to the Cyber Incident. In such event, subject to the terms of the separation agreement, SolarWinds would indemnify us for costs we may incur.

We believe the Cyber Incident has caused reputational harm to SolarWinds and also had an adverse impact on our reputation, new subscription sales and net retention rates. In the first quarter of 2021, we experienced an adverse impact to new subscription sales and expansion rates relative to historical levels. We believe this was due in part to our decision in response to the Cyber Incident to temporarily reduce investments in demand generation activities through January 2021, as well as a result of certain MSP partners delaying their purchasing decisions as they assessed the potential impact of the Cyber Incident. However, we also have seen consistency among renewal rates with our larger MSP partners and have not observed material adverse trends with respect to the usage of our solutions. In addition, following our resumption of regular demand generation activities in February 2021, we were encouraged by engagements with both prospective and existing MSP partners. In general our sales cycles and time from contract to revenue recognition are primarily short in nature and based on trends in the later part of the first quarter of 2021, we believe that the adverse impacts of the Cyber Incident on our financial results will diminish over time in the absence of new discoveries or events. Nevertheless, there is risk that the Cyber Incident may continue to have an adverse impact on our business in future periods, and to the extent such impact continues, including as a result of new discoveries or events, it could have an adverse effect on our business, results of operations, cash flows or financial position.

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Impact of COVID-19

The impact from the rapidly changing market and economic conditions due to the COVID-19 pandemic on our business is uncertain. SolarWinds, of which we were a part, initially responded to the COVID-19 pandemic by executing its business continuity plan and transitioning nearly all of its workforce to a remote work environment to prioritize the safety of its personnel. Substantially all of our workforce is still working remotely and, to date, we have not incurred significant disruptions to our business operations as a result of this transition.

We believe that the COVID-19 pandemic creates both opportunities and challenges for our business. As a result of the pandemic, we have seen an acceleration of digital transformation efforts among SMEs with increased demand for secure, modern remote work environments. We believe this will support long-term demand for services offered by our MSP partners. The pandemic also has resulted in significant volatility, uncertainty and disruption in the global economy, in particular for SMEs. As a result of the impact of the COVID-19 pandemic, we experienced a deceleration in our year-over-year subscription revenue growth rate in the second quarter of 2020 as compared to our growth rates in prior periods. We attribute this deceleration primarily to increased churn and downgrades from existing MSP partners and slower MSP partner adds. Beginning in the third quarter of 2020, we began to see improvement in our business, primarily as a result of better stability in our MSP partner base, expansion with certain existing MSP partners and the addition of new MSP partners.

We are unable to predict the long-term impact that the pandemic may have on our business, results of operations and financial condition due to numerous uncertainties, including the duration of the pandemic, actions that may be taken by governmental authorities around the world in response to the pandemic, the impacts on the businesses of our MSP partners and their customers and other factors identified in the section entitled “Risk Factors” in this information statement. We will continue to evaluate the nature and extent of the impacts of the COVID-19 pandemic on our business, results of operations and financial condition.

Key factors affecting our performance

New MSP partners

We grow our business by adding new MSP partners and the customers they serve. We focus our sales efforts on adding MSP partners that have the opportunity to grow their businesses alongside us. We count the total number of MSP partners as those with active paid subscriptions at the end of each period. As of March 31, 2021 and December 31, 2020, we had a large base of over 25,000 MSP partners globally. Additionally, as of December 31, 2020, we had 1,473 MSP partners with ARR over $50,000 on our platform, up from 1,117 as of December 31, 2019, representing an increase of 32%. As of March 31, 2021, we had 1,511 MSP partners with ARR over $50,000 on our platform, up from 1,218 as of March 31, 2020, representing an increase of 24%. We determine ARR as the annualized recurring revenue as of the last month of a given period. We calculate ARR by multiplying the recurring revenue and related usage revenue, excluding the impacts of credits and reserves, recognized during the final month of the reporting period from both long-term and month-to-month subscriptions by twelve. We utilize ARR to enhance the understanding of our business performance and the growth of our MSP partners.

MSP partner-enabled expansion

We also grow our business when our MSP partners add new customers and deliver new or enhanced services based on our solutions and when their SME customers add devices and services. Our ability to expand with our MSP partners is illustrated in the chart below, which highlights the expansion in revenue of our MSP partner cohorts over the years shown. Each cohort represents new MSP partners that were added in that calendar year and the revenue associated with each cohort of MSP partners over time. For example, the 2018 MSP partner cohort increased its

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ARR from $16.1 million as of December 31, 2018 to $22.7 million as of December 31, 2020, representing a multiple of 1.4x in two years.

Our ability to expand with our MSP partners is further evidenced by our annual dollar-based net revenue retention rate, which measures our ability to expand and retain revenue derived from existing MSP partners and serves as a key indicator of the long-term value that we can provide to them and their customers. Our dollar-based net revenue retention was 109%, 109%, 110%, 108% and 108% for each of the trailing twelve-month periods ended March 31, 2021, December 31, 2020, March 31, 2020, December 31, 2019, and December 31, 2018, respectively. Our dollar-based gross revenue retention was 85%, 86%, 86%, 86%, and 84% as of March 31, 2021, December 31, 2020, March 31, 2020, December 31, 2019, and December 31, 2018, respectively.

To calculate our annual dollar-based net revenue retention rate, we first identify the MSP partners with active paid subscriptions in the last month of the prior-year period, or the base partners. We then divide the subscription revenue in the last month of the current-year period attributable to the base partners by the revenue attributable to those base partners in the last month of the prior-year period. Our dollar-based net revenue retention rate for a particular period is then obtained by averaging the rates from that particular period with the results from each of the prior eleven months. Our calculation includes any expansion revenue and is net of any contraction or cancellation, but excludes credits and revenue attributable to any MSP partner who was not a partner with a paid subscription in the prior period. The methodology presented above differs from the methodology that SolarWinds uses to calculate dollar-based net revenue retention. The methodology presented above identifies companies based on their Salesforce ID to remove any duplicate entries while the SolarWinds approach uses Billing IDs. The above methodology averages all months of the trailing twelve month period while SolarWinds averages each of the ending period of the prior four quarters to calculate dollar-based net revenue retention.

To calculate our dollar-based gross revenue retention rate, we first identify the subscription revenue attributable to the base partners and then deduct any subscription revenue attrition from base partners who are no longer partners as of the last month of the current-year period and subscription revenue contraction from base partners whose subscriptions are at a lower value as of the last month of the current-year period. We then divide the remaining subscription revenue by subscription revenue attributable to base partners to arrive at our gross revenue retention rate. Our dollar-based gross revenue retention rate for a particular period is then obtained by averaging the rates

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from that particular period with the results from each of the prior eleven months. We believe our dollar-based gross revenue retention provides insight into our ability to retain revenue from existing MSP partners and serves as a key indicator to the stability of recurring revenue from existing MSP partners.

Expanded and enhanced solutions on our platform

Our ability to add new MSP partners and expand with them depends on the continued development and delivery of new and enhanced solutions on our platform. Expanding and enhancing our platform helps drive increased adoption and usage of our platform and the delivery of new services powered by it. As evidence of expansion on our platform our average revenue per MSP partner has increased to approximately $11,600 in 2020 from approximately $10,200 in 2019 and approximately $8,900 in 2018. We believe average revenue is key indicator of our ability to expand adoption and usage of solutions by our MSP partners on our platform. We calculate average revenue per MSP partner as annual revenue divided by the average number of MSP partners during that period, which we derive by taking the average number of MSP Partners in each of the 12 months per year. We expect to grow both the number of solutions and usage of our platform through organic innovation, strategic technology partnerships and targeted acquisitions.

Strategic technology partnerships

We also can increase adoption and usage of our platform by leveraging the extensibility of the ecosystem framework within our platform, or our Ecosystem Framework, for integrating technologies from strategic technology partners. By doing so, our MSP partners are able to deliver leading enterprise technologies to their customers, and our strategic technology partners are able to realize the benefit of our MSP partner model. We complement these efforts with partner success initiatives designed to help our MSP partners make these technologies available to their customers.

Components of Our Results of Operations

Revenue

Our revenue consists of the following:

•Subscription Revenue. We primarily derive subscription revenue from the sale of subscriptions to the SaaS solutions that we host and manage on our platform. Our subscriptions provide access to the latest versions of our software platform, technical support and unspecified software upgrades and updates. Subscription revenue for our SaaS solutions is generally recognized ratably over the subscription term once the service is made available to the MSP partner or when we have the right to invoice for services performed. In addition, our subscription revenue includes sales of our self-managed solutions, which are hosted and managed by our MSP partners. Subscriptions of our self-managed solutions include term licenses, technical support and unspecified software upgrades. Revenue from the license performance obligation of our self-managed solutions is recognized at a point in time upon delivery of the access to the licenses and revenue from the performance obligation related to the technical support and unspecified software upgrades of our subscription-based license arrangements is recognized ratably over the agreement period. We generally invoice subscription agreements monthly based on usage or in advance over the subscription period on either a monthly or annual basis.

•Other Revenue. Other revenue consists primarily of revenue from the sale of our maintenance services associated with the historical sales of perpetual licenses. MSP partners with maintenance agreements are entitled to receive technical support and unspecified upgrades or enhancements to new versions of their solutions on a when-and-if-available basis for the specified agreement period. We expect maintenance revenue to decrease as a proportion of our total revenue over time.

Cost of Revenue

•Cost of Revenue. Cost of revenue consists of technical support personnel costs, public cloud infrastructure and hosting fees, royalty fees and an allocation of overhead costs for our subscription revenue and maintenance services. We allocate facilities, depreciation, benefits and IT costs based on headcount.

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•Amortization of Acquired Technologies. We amortize to cost of revenue capitalized costs of technologies acquired in connection with the take private transaction of SolarWinds in early 2016 and our acquisitions.

Operating Expenses

Operating expenses consist of sales and marketing, research and development and general and administrative expenses as well as amortization of acquired intangibles. Personnel costs include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, benefits and IT costs. SolarWinds provides facilities, information technology services and certain corporate and administrative services to us. Expenses relating to these services have been allocated to N‑able and are reflected in the combined financial statements. The total number of employees fully dedicated to our business was 1,268, 1,177 and 1,113 as of March 31, 2021, December 31, 2020 and December 31, 2019, respectively. Our stock-based compensation expense increased in the year ended December 31, 2020 as compared to the years ended December 31, 2019 and 2018 due to equity awards granted to employees. In addition, our stock-based compensation expense increased during 2020 due to modifications to certain stock awards during the year to amend award terms and eliminate performance vesting conditions applicable to such awards. Our travel costs declined in 2020 due to COVID-19 and we expect this to continue for the duration of the pandemic.

•Sales and Marketing. Sales and marketing expenses primarily consist of related personnel costs, including our sales, marketing and partner success teams. Sales and marketing expenses also include the cost of digital marketing programs such as paid search, search engine optimization and management and website maintenance and design. We expect to continue to hire personnel globally to drive new MSP partner adds, expand with existing MSP partners and pursue initiatives designed to help our MSP partners succeed and grow.

•Research and Development. Research and development expenses primarily consist of related personnel costs. We expect to continue to grow our research and development organization domestically and internationally and also to incur additional expenses associated with our enhancements of security, monitoring and authentication of our solutions.

•General and Administrative. General and administrative expenses primarily consist of personnel costs for executives, finance, legal, human resources and other administrative personnel, general restructuring charges and other acquisition-related costs, professional fees and other general corporate expenses. We expect our general and administrative expense to increase primarily as a result of the increased costs associated with being a stand-alone public company and costs associated with our separation from SolarWinds.

•Amortization of Acquired Intangibles. We amortize to operating expenses capitalized costs of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 and our acquisitions.

Other Income (Expense)

Other income (expense) primarily consists of interest expense related to our related party debt and gains (losses) resulting from changes in exchange rates on foreign currency denominated accounts.

Foreign Currency

As a global company, we face exposure to adverse movements in foreign currency exchange rates. Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenue, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. See “Risk Factors” included in this information statement for additional information on how foreign currency impacts our financial results.

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Income Tax Expense

Income tax expense consists of domestic and foreign corporate income taxes related to the sale of subscriptions. Our effective tax rate will be affected by many factors including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations, valuation allowance, uncertain tax positions, stock based compensation, permanent nondeductible book and tax differences, shifts in the allocation of income earned throughout the world and changes in overall levels of income before tax.

Results of Operations

Throughout the periods covered by the combined financial statements, we operated as a part of SolarWinds. Consequently, stand-alone financial statements have not historically been prepared for us. The accompanying historical combined financial statements have been prepared from SolarWinds’ historical accounting records and are presented on a stand-alone basis as if our business’ operations had been conducted independently from SolarWinds. The combined financial statements present our historical results of operations in accordance with GAAP.

N-able comprises certain stand-alone legal entities for which discrete financial information is available. As SolarWinds records transactions at the legal entity level, for the legal entities which are shared between the N-able business and other SolarWinds operations for which discrete financial information was not available, allocation methodologies were applied to certain accounts to allocate amounts to us as discussed in Note 2. Basis of Presentation of the Notes to Combined Financial Statements.

Our combined statements of operations include all revenue and costs directly attributable to us as well as an allocation of expenses related to facilities, functions and services provided by SolarWinds. These corporate expenses have been allocated to our business based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount where appropriate. These allocations are primarily reflected within operating expenses in our combined statements of operations. We believe the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. However, these allocations may not be indicative of the actual expenses we would have incurred as a stand-alone company during the periods prior to the separation or of the costs we will incur in the future. See Note 10. Relationship with Parent and Related Entities of the Notes to Combined Financial Statements for further details of the allocated costs.

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The following table sets forth our results of operations for the periods indicated:

	Year Ended December 31,						Three Months March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
Revenue:
Subscription and other revenue	$	302,871	$	263,518	$	228,294	$	83,190	$	73,268
Cost of revenue:
Cost of revenue	38,916		33,253		30,920		11,304		9,286
Amortization of acquired technologies	24,257		24,067		26,428		2,704		5,744
Total cost of revenue	63,173		57,320		57,348		14,008		15,030
Gross profit	239,698		206,198		170,946		69,182		58,238
Operating expenses:
Sales and marketing	82,034		70,254		62,278		25,714		18,468
Research and development	42,719		37,172		32,892		12,042		11,443
General and administrative	57,331		38,971		33,286		20,228		11,897
Amortization of acquired intangibles	23,848		23,189		23,716		6,019		5,865
Total operating expenses	205,932		169,586		152,172		64,003		47,673
Operating income	33,766		36,612		18,774		5,179		10,565
Other expense:
Interest expense, net	(28,137)		(33,805)		(34,523)		(6,518)		(7,622)
Other (expense) income, net	(773)		386		(1,742)		(529)		(262)
Total other expense	(28,910)		(33,419)		(36,265)		(7,047)		(7,884)
Income (loss) before income taxes	4,856		3,193		(17,491)		(1,868)		2,681
Income tax expense (benefit)	12,014		5,705		(3,799)		2,410		1,993
Net (loss) income	$	(7,158)	$	(2,512)	$	(13,692)	$	(4,278)	$	688

Comparison of the Three Months Ended March 31, 2021 and 2020 (unaudited)

Revenue

	Three Months Ended March 31,
	2021				2020
	Amount		Percentage of  Revenue		Amount		Percentage of  Revenue		Change
	(in thousands, except percentages)
Subscription revenue	$	80,671	97.0	%	$	70,155	95.8	%	$	10,516
Other revenue	2,519		3.0		3,113		4.2		(594)
Total subscription and other revenue	$	83,190	100.0	%	$	73,268	100.0	%	$	9,922

Total revenue increased $9.9 million, or 13.5%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. Based on MSP partner location, revenue from North America was approximately 51.5% and 52.9% of total revenue for the three months ended March 31, 2021 and 2020, respectively. Revenue from the United Kingdom was approximately 10.7% and 10.2% of total revenue for the three months ended March 31, 2021 and 2020, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.

Subscription Revenue. Subscription revenue increased $10.5 million, or 15.0%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. Our increase in subscription revenue was

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driven by the addition of new MSP partners and an increase in revenue from existing MSP partners as they added new SME customers and adopted new solutions. Our subscription revenue increased slightly as a percentage of our total revenue for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

Other Revenue. Other revenue decreased $0.6 million, or 19.1%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 due to decreases in sales of our perpetual licenses and the related maintenance agreements.

Cost of Revenue

	Three Months Ended March 31,
	2021				2020
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Cost of revenue	$	11,304	13.6	%	$	9,286	12.7	%	$	2,018
Amortization of acquired technologies	2,704		3.2		5,744		7.8		(3,040)
Total cost of revenue	$	14,008	16.8	%	$	15,030	20.5	%	$	(1,022)

Total cost of revenue decreased in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily due to a decrease in amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016. This decrease was partially offset by an increase in public cloud infrastructure and hosting fees of $1.0 million, depreciation of servers for cloud infrastructure and other amortization of $0.6 million and personnel costs to support new MSP partners and additional solution offerings of $0.4 million, which includes a $0.1 million increase in stock-based compensation.

Operating Expenses

	Three Months Ended March 31,
	2021				2020
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Sales and marketing	$	25,714	30.9	%	$	18,468	25.2	%	$	7,246
Research and development	12,042		14.5		11,443		15.6		599
General and administrative	20,228		24.3		11,897		16.2		8,331
Amortization of acquired intangibles	6,019		7.2		5,865		8.0		154
Total operating expenses	$	64,003	76.9	%	$	47,673	65.1	%	$	16,330

Sales and Marketing. Sales and marketing expenses increased $7.2 million, or 39.2%, primarily due to increases in personnel costs of $4.1 million, which includes an increase of $0.7 million in stock-based compensation expense, and increases in marketing program costs of $2.5 million. We increased our sales and marketing employee headcount to support the sales of additional solutions and drive growth in the business.

Research and Development. Research and development expenses increased $0.6 million, or 5.2%, primarily due to an increase in personnel costs of $0.5 million as we increased our research and development employee headcount, primarily internationally, to expedite delivery of enhancements and new solutions to our MSP partners.

General and Administrative. General and administrative expenses increased $8.3 million, or 70.0%, primarily due to a $5.6 million increase in costs associated with our separation from SolarWinds and a $3.1 million increase in personnel costs, which includes a $1.6 million increase in stock-based compensation expense.

Amortization of Acquired Intangibles. Amortization of acquired intangibles increased $0.2 million, or 2.6%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily due to the impact of changes in foreign currency exchange rates.

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Interest Expense, Net

	Three Months Ended March 31,
	2021				2020
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Interest expense, net	$	(6,518)	(7.8)	%	$	(7,622)	(10.4)	%	$	1,104

Interest expense, net decreased by $1.1 million, or 14.5%, in the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily due to repayment of borrowings under our long-term related party debt. See Note10. Relationship with Parent and Related Entitiesin the Notes to Combined Financial Statements included in this information statement for additional information regarding our related party debt.

Other Expense, Net

	Three Months Ended March 31,
	2021				2020
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Other expense, net	$	(529)	(0.6)	%	$	(262)	(0.4)	%	$	(267)

Other expense, net increased by $0.3 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily due to the impact of changes in foreign currency exchange rates related to various accounts for the period.         

Income Tax Expense

	Three Months Ended March 31,
	2021					2020
	Amount			Percentage of Revenue		Amount			Percentage of Revenue		Change
	(in thousands, except percentages)
(Loss) income before income taxes	$	(1,868)		(2.2)	%	$	2,681		3.7	%	$	(4,549)
Income tax expense	2,410			2.9		1,993			2.7		417
Effective tax rate	(129)		%			74		%			(203)		%

Our income tax expense for the three months ended March 31, 2021 increased by $0.4 million as compared to the three months ended March 31, 2020 primarily as a result of an increase in the income before income taxes in certain foreign operations for the period. The effective tax rate was (129)% for the three months ended March 31, 2021 as compared to 74% for the three months ended March 31, 2020 primarily due to the valuation allowance recognized on the deferred tax assets in the United States and the effect of foreign operations.

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Comparison of the Years Ended December 31, 2020 and 2019

Revenue

	Year Ended December 31,
	2020				2019
	Amount		Percentage of  Revenue		Amount		Percentage of  Revenue		Change
	(in thousands, except percentages)
Subscription revenue	$	292,027	96.4	%	$	251,695	95.5	%	$	40,332
Other revenue	10,844		3.6		11,823		4.5		(979)
Total subscription and other revenue	$	302,871	100.0	%	$	263,518	100.0	%	$	39,353

Total revenue increased $39.4 million, or 14.9%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. Based on MSP partner location, revenue from North America was approximately 52.8% of total revenue for the years ended December 31, 2020 and 2019. Revenue from the United Kingdom was approximately 10.4% and 10.8% of total revenue for the years ended December 31, 2020 and 2019, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.

Subscription Revenue. Subscription revenue increased $40.3 million, or 16.0%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. Our increase in subscription revenue was driven by the addition of new MSP partners and an increase in revenue from existing MSP partners as they added new SME customers and adopted new solutions. Our subscription revenue increased slightly as a percentage of our total revenue for the year ended December 31, 2020 compared to the year ended December 31, 2019.

Other Revenue. Other revenue decreased $1.0 million, or 8.3%, for the year ended December 31, 2020 compared to the year ended December 31, 2019 due to decreases in sales of our perpetual licenses and the related maintenance agreements.

Cost of Revenue

	Year Ended December 31,
	2020		2019
	Amount	Percentage of Revenue	Amount	Percentage of Revenue	Change
	(in thousands, except percentages)
Cost of revenue	$38,916	12.8%	$33,253	12.6%	$5,663
Amortization of acquired technologies	24,257	8.0	24,067	9.1	190
Total cost of revenue	$63,173	20.8%	$57,320	21.8%	$5,853

Total cost of revenue increased in the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to an increase in public cloud infrastructure and hosting fees of $3.3 million, depreciation of servers for cloud infrastructure and other amortization of $1.5 million and personnel costs to support new MSP partners and additional solution offerings of $1.1 million, which includes a $0.2 million increase in stock-based compensation.

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Operating Expenses:

	Year Ended December 31,
	2020				2019
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Sales and marketing	$	82,034	27.1	%	$	70,254	26.7	%	$	11,780
Research and development	42,719		14.1		37,172		14.1		5,547
General and administrative	57,331		18.9		38,971		14.8		18,360
Amortization of acquired intangibles	23,848		7.9		23,189		8.8		659
Total operating expenses	$	205,932	68.0	%	$	169,586	64.4	%	$	36,346

Sales and Marketing. Sales and marketing expenses increased $11.8 million, or 16.8%, primarily due to increases in personnel costs of $7.3 million, which includes an increase of $2.1 million in stock-based compensation expense, increases in marketing program costs of $4.5 million and an increase in costs associated with our separation from SolarWinds of $0.7 million. These increases were partially offset by a reduction in travel related expenses of $1.4 million. We increased our sales and marketing employee headcount to support the sales of additional solutions and drive growth in the business.              

Research and Development. Research and development expenses increased $5.5 million, or 14.9%, primarily due to an increase in personnel costs of $5.4 million, which includes an increase in stock-based compensation expense of $0.9 million, and an increase in third-party contractors of $0.9 million. These increases were partially offset by a reduction in travel related expenses of $0.5 million. We increased our research and development employee headcount, primarily internationally, to expedite delivery of enhancements and new solutions to our MSP partners.             

General and Administrative. General and administrative expenses increased $18.4 million, or 47.1%, primarily due to a $13.3 million increase in personnel costs, which includes a $9.3 million increase in stock-based compensation expense and a $6.6 million increase in costs associated with our separation from SolarWinds. These increases were offset by a $1.8 million decrease in acquisition related and travel costs. The increase in stock-based compensation expense is primarily related to modifications of performance-based stock awards during the year.   

Amortization of Acquired Intangibles. Amortization of acquired intangibles increased $0.7 million, or 2.8%, for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to additional amortization related to acquisitions.          

Interest Expense, Net

	Year Ended December 31,
	2020				2019
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Interest expense, net	$	(28,137)	(9.3)	%	$	(33,805)	(12.8)	%	$	5,668

Interest expense, net decreased by $5.7 million, or 16.8%, in the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due to repayment of borrowings under our long-term related party debt. See Note10. Relationship with Parent and Related Entitiesin the Notes to Combined Financial Statements included in this information statement for additional information regarding our related party debt.

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Other Income (Expense), Net

	Year Ended December 31,
	2020				2019
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Other (expense) income	$	(773)	(0.3)	%	$	386	0.1	%	$	(1,159)

Other income (expense), net decreased by $1.2 million in the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to the impact of changes in foreign currency exchange rates related to various accounts for the period.         

Income Tax Expense

	Year Ended December 31,
	2020					2019
	Amount			Percentage of Revenue		Amount			Percentage of Revenue		Change
	(in thousands, except percentages)
Income before income taxes	$	4,856		1.6	%	$	3,193		1.2	%	$	1,663
Income tax expense	12,014			4.0		5,705			2.2		6,309
Effective tax rate	247		%			179		%

Our income tax expense for the year ended December 31, 2020 increased by $6.3 million as compared to the year ended December 31, 2019 primarily as a result of an increase in the income before income taxes in foreign operations for the period. The effective tax rate was 247% for the year ended December 31, 2020 as compared to 179% for the year ended December 31, 2019 primarily due to the valuation allowance recognized on the deferred tax assets in the U.S., reduced benefit of stock-based compensation and effect of foreign operations, partially offset by the research and experimentation tax credits. For additional discussion about our income taxes, see Note 11. Income Taxes in the Notes to Combined Financial Statements included in this information statement.

Comparison of the Years Ended December 31, 2019 and 2018

Revenue

	Year Ended December 31,
	2019				2018
	Amount		Percentage of  Revenue		Amount		Percentage of  Revenue		Change
	(in thousands, except percentages)
Subscription revenue	$	251,695	95.5	%	$	216,750	94.9	%	$	34,945
Other revenue	11,823		4.5		11,544		5.1		279
Total subscription and other revenue	$	263,518	100.0	%	$	228,294	100.0	%	$	35,224

On January 1, 2019, we adopted ASC 606 “Revenue from Contracts with Customers,” which replaced all existing revenue guidance under ASC 605 “Revenue Recognition,” including prescriptive industry-specific guidance. We adopted ASC 606 using the modified-retrospective method; therefore, results for the year ended December 31, 2019 are presented in compliance with ASC 606 and historical financial results for the year ended December 31, 2018 are presented in conformity with amounts previously disclosed under ASC 605. The impact of the adoption of ASC 606 on our total revenue for the year ended December 31, 2019 was insignificant.

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Total revenue increased $35.2 million, or 15.4%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. Based on MSP partner location, revenue from North America was approximately 52.8% and 51.4% of total revenue for the years ended December 31, 2019 and 2018, respectively. Revenue from the United Kingdom was approximately 10.8% and 11.5% of total revenue for the years ended December 31, 2019 and 2018, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.

Subscription Revenue. Subscription revenue increased $34.9 million, or 16.1%, for the year ended December 31, 2019 compared to the year ended December 31, 2018. Our increase in subscription revenue was driven by the addition of new MSP partners and an increase in revenue from existing MSP partners as they added new customers and adopted new solutions and their customers added new devices and services. These increases were partially offset by the effect of the weakening of most foreign currencies relative to the U.S. dollar. Our subscription revenue increased slightly as a percentage of our total revenue for the year ended December 31, 2019 compared to the year ended December 31, 2018.

Other Revenue. Other revenue increased $0.3 million, or 2.4%, for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to renewals of maintenance agreements associated with our perpetual licenses.

Cost of Revenue

	Year Ended December 31,
	2019				2018
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Cost of revenue	$	33,253	12.6	%	$	30,920	13.5	%	$	2,333
Amortization of acquired technologies	24,067		9.1		26,428		11.6		(2,361)
Total cost of revenue	$	57,320	21.8	%	$	57,348	25.1	%	$	(28)

Total cost of revenue decreased in the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to a decrease in amortization of acquired technologies associated with our acquisition of LOGICnow in 2016. This decrease was partially offset by increases in personnel costs to support new MSP partners and additional solution offerings of $1.3 million, which includes a $0.4 million increase in stock-based compensation expense, and depreciation of servers for cloud infrastructure and other amortization of $1.1 million.

Operating Expenses

	Year Ended December 31,
	2019				2018
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Sales and marketing	$	70,254	26.7	%	$	62,278	27.3	%	$	7,976
Research and development	37,172		14.1		32,892		14.4		4,280
General and administrative	38,971		14.8		33,286		14.6		5,685
Amortization of acquired intangibles	23,189		8.8		23,716		10.4		(527)
Total operating expenses	$	169,586	64.4	%	$	152,172	66.7	%	$	17,414

Sales and Marketing. Sales and marketing expenses increased $8.0 million, or 12.8%, primarily due to increases in personnel costs of $4.6 million, which includes an increase of $1.9 million in stock-based compensation expense,

102

and increases in marketing program costs of $2.5 million. We increased our sales and marketing employee headcount to support the sales of additional solutions and drive growth in the business.

Research and Development. Research and development expenses increased $4.3 million, or 13.0%, primarily due to an increase in personnel costs of $2.9 million, which includes an increase in stock-based compensation expense of $2.0 million, and an increase in third-party contractors of $1.5 million. We increased our research and development employee headcount, primarily internationally, to expedite delivery of enhancements and new solutions to our MSP partners.

General and Administrative. General and administrative expenses increased $5.7 million, or 17.1%, primarily due to a $5.0 million increase in personnel costs, which includes a $3.0 million increase in stock-based compensation expense and a $0.8 million increase in professional fees to support the growth of our business.

Amortization of Acquired Intangibles. Amortization of acquired intangibles decreased $0.5 million, or 2.2%, for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to a decrease in amortization of acquired intangibles associated with our acquisition of LOGICnow in 2016, partially offset by additional amortization related to acquisitions.

Interest Expense, Net

	Year Ended December 31,
	2019				2018
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Interest expense, net	$	(33,805)	(12.8)	%	$	(34,523)	(15.1)	%	$	718

Interest expense, net decreased by $0.7 million, or 2.1%, in the year ended December 31, 2019 compared to the year ended December 31, 2018. The decrease in interest expense is primarily due to repayment of borrowings under our long-term related party debt. See Note10. Relationship with Parent and Related Entitiesin the Notes to Combined Financial Statements included in this information statement for additional information regarding our related party debt.

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Other Income (Expense), Net

	Year Ended December 31,
	2019				2018
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change
	(in thousands, except percentages)
Other income (expense), net	$	386	0.1	%	$	(1,742)	(0.8)	%	$	2,128

Other income (expense), net increased by $2.1 million in the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the impact of changes in foreign currency exchange rates related to various accounts for the period.

Income Tax Expense (Benefit)

	Year Ended December 31,
	2019					2018
	Amount			Percentage of Revenue		Amount			Percentage of Revenue		Change
	(in thousands, except percentages)
Income (loss) before income taxes	$	3,193		1.2	%	$	(17,491)		(7.7)	%	$	20,684
Income tax expense (benefit)	5,705			2.2		(3,799)			(1.7)		9,504
Effective tax rate	179		%			22		%			157		%

Our income tax expense for the year ended December 31, 2019 increased by $9.5 million as compared to the year ended December 31, 2018 primarily as a result of an increase in the income before income taxes for the period. The effective tax rate increased to 179% for the year ended December 31, 2019 as compared to 22% for the year ended December 31, 2018 primarily due to the increase in valuation allowance recognized on deferred tax assets in the U.S., partially offset by research and experimentation tax credits, stock-based compensation and effect of foreign operations. For additional discussion about our income taxes, see Note 11. Income Taxes in the Notes to Combined Financial Statements included in this information statement.

104

Quarterly Results of Operations

The following tables set forth our unaudited quarterly combined statements of operations data for each of the quarters indicated, as well as the percentage that each line item represents of our total revenue for each quarter presented. The information for each quarter has been prepared on a basis consistent with our audited combined financial statements included in this information statement, and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the financial information contained in those combined statements. Our quarterly historical results are not necessarily indicative of the results for a full year or that may be expected in future periods. The following quarterly financial data should be read in conjunction with our combined financial statements included elsewhere in this information statement.

	Three Months Ended,
	Mar. 31, 2021		Dec. 31, 2020		Sep. 30, 2020		June 30, 2020		Mar. 31, 2020		Dec. 31, 2019		Sep. 30, 2019		June 30, 2019		Mar. 31, 2019
	(in thousands)
	(unaudited)
Revenue	$	83,190	$	79,880	$	76,299	$	73,424	$	73,268	$	69,509	$	67,163	$	65,554	$	61,292
Cost of revenue	11,304		10,550		9,839		9,241		9,286		9,009		8,513		8,114		7,617
Amortization of acquired technologies	2,704		6,200		6,181		6,132		5,744		5,551		5,555		6,317		6,644
Gross profit	69,182		63,130		60,279		58,051		58,238		54,949		53,095		51,123		47,031
Operating expenses:
Sales and marketing	25,714		23,610		21,017		18,939		18,468		17,528		17,898		18,201		16,627
Research and development	12,042		10,786		10,413		10,077		11,443		9,653		9,676		8,958		8,885
General and administrative	20,228		22,141		13,661		9,632		11,897		9,781		9,741		9,686		9,763
Amortization of acquired intangibles	6,019		6,087		6,027		5,869		5,865		5,839		5,742		5,834		5,774
Total operating expenses	64,003		62,624		51,118		44,517		47,673		42,801		43,057		42,679		41,049
Operating income	5,179		506		9,161		13,534		10,565		12,148		10,038		8,444		5,982
Other expense, net	(7,047)		(6,993)		(7,016)		(7,017)		(7,884)		(7,981)		(8,402)		(9,467)		(7,569)
(Loss) income before provision for income taxes	(1,868)		(6,487)		2,145		6,517		2,681		4,167		1,636		(1,023)		(1,587)
Income tax expense	2,410		3,454		3,274		3,293		1,993		2,349		1,503		1,049		804
Net (loss) income	$	(4,278)	$	(9,941)	$	(1,129)	$	3,224	$	688	$	1,818	$	133	$	(2,072)	$	(2,391)

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	Three Months Ended,
	Mar. 31, 2021		Dec. 31, 2020		Sep. 30, 2020		June 30, 2020		Mar. 31, 2020		Dec. 31, 2019		Sep. 30, 2019		June 30, 2019		Mar. 31, 2019
	(as a percentage of revenue)
	(unaudited)
Revenue	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	13.6		13.2		12.9		12.6		12.7		13.0		12.7		12.4		12.4
Amortization of acquired technologies	3.3		7.8		8.1		8.4		7.8		8.0		8.3		9.6		10.8
Gross profit	83.2		79.0		79.0		79.1		79.5		79.1		79.1		78.0		76.7
Operating expenses:
Sales and marketing	30.9		29.6		27.5		25.8		25.2		25.2		26.6		27.8		27.1
Research and development	14.5		13.5		13.6		13.7		15.6		13.9		14.4		13.7		14.5
General and administrative	24.3		27.7		17.9		13.1		16.2		14.1		14.5		14.8		15.9
Amortization of acquired intangibles	7.2		7.6		7.9		8.0		8.0		8.4		8.5		8.9		9.4
Total operating expenses	76.9		78.4		67.0		60.6		65.1		61.6		64.1		65.1		67.0
Operating income	6.2		0.6		12.0		18.4		14.4		17.5		14.9		12.9		9.8
Other expense, net	(0.6)		(0.4)		(0.4)		0.1		(0.4)		0.2		—		(1.3)		1.8
(Loss) income before provision for income taxes	(2.2)		(8.1)		2.8		8.9		3.7		6.0		2.4		(1.6)		(2.6)
Income tax expense	2.9		4.3		4.3		4.5		2.7		3.4		2.2		1.6		1.3
Net (loss) income	(5.1)	%	(12.4)	%	(1.5)	%	4.4	%	0.9	%	2.6	%	0.2	%	(3.2)	%	(3.9)	%

Quarterly Trends

Our revenue has increased sequentially quarter over quarter during the periods presented primarily due consistent subscription net retention rates, the addition of new MSP partners and expansion of our offerings.

Our cost of revenue has remained relatively consistent as a percentage of total revenue over the periods presented. As total revenue grows, we would expect cost of revenue to grow, but we believe that cost of revenue could fluctuate over time depending on new markets we enter, new investments, or new partnerships. Our operating expenses have fluctuated quarter to quarter depending on the level of investment in various functions of our business. We expect to incur additional research and development expenses in future periods associated with our enhancements of security, monitoring and authentication of our solutions. Our general and administrative expenses increased beginning in the fourth quarter of 2020 as a result of stock-based compensation expense primarily related to modifications of performance-based stock awards and costs related to our separation from SolarWinds. We expect our general and administrative expense to increase in future periods as a result of the increased costs associated with being a stand-alone public company and our separation from SolarWinds. In addition, our operating expenses are typically higher following an acquisition depending on the time required to integrate the acquisition. We expect operating expenses to increase in absolute dollars to support our revenue growth.

Non-GAAP Financial Measures

The following tables present non-GAAP financial measures for each of the quarters presented below. In addition to our results determined in accordance with GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. Refer to “Selected Historical Combined Financial Data—Non-GAAP Financial Measures” and “—Reconciliation of Non-GAAP Financial Measures” for a description of the non-GAAP measures and the adjustments to reconcile to GAAP.

106

Adjusted EBITDA and Adjusted EBITDA Margin

	Three Months Ended,
	Mar. 31, 2021			Dec. 31, 2020			Sep. 30, 2020			June 30, 2020			Mar. 31, 2020			Dec. 31, 2019			Sep. 30, 2019			June 30, 2019			Mar. 31, 2019
	(in thousands, except margin data)
	(unaudited)
Net (loss) income	$	(4,278)		$	(9,941)		$	(1,129)		$	3,224		$	688		$	1,818		$	133		$	(2,072)		$	(2,391)
Amortization and depreciation	11,330			14,691			14,300			13,951			13,508			13,209			12,988			13,852			14,090
Income tax expense	2,410			3,454			3,274			3,293			1,993			2,349			1,503			1,049			804
Interest expense, net	6,518			6,678			6,724			7,113			7,622			8,091			8,404			8,637			8,673
Unrealized foreign currency losses (gains)	421			348			273			627			459			(509)			(5)			791			(878)
Acquisition related costs	—			135			—			10			30			266			767			1,316			826
Spin-off costs	6,115			5,950			1,480			—			—			—			—			—			—
Stock-based compensation expense and related employer-paid payroll taxes	5,122			9,309			6,205			3,271			2,711			2,644			2,035			2,167			2,234
Restructuring costs and other	13			7			235			(7)			74			40			460			(8)			46
Adjusted EBITDA	$	27,651		$	30,631		$	31,362		$	31,482		$	27,085		$	27,908		$	26,285		$	25,732		$	23,404
Adjusted EBITDA margin	33.2		%	38.3		%	41.1		%	42.9		%	37.0		%	40.2		%	39.1		%	39.3		%	38.2		%

Non-GAAP Gross Margin, Non-GAAP Operating Income and Non-GAAP Operating Margin

	Three Months Ended,
	Mar. 31, 2021			Dec. 31, 2020			Sep. 30, 2020			June 30, 2020			Mar. 31, 2020			Dec. 31, 2019			Sep. 30, 2019			June 30, 2019			Mar. 31, 2019
	(in thousands, except margin data)
	(unaudited)
GAAP total cost of revenue	$	14,008		$	16,750		$	16,020		$	15,373		$	15,030		$	14,560		$	14,068		$	14,431		$	14,261
Amortization of acquired technologies	(2,704)			(6,200)			(6,181)			(6,132)			(5,744)			(5,551)			(5,555)			(6,317)			(6,644)
Stock-based compensation expense and related employer-paid payroll taxes	(185)			(213)			(192)			(168)			(132)			(161)			(128)			(118)			(129)
Acquisition related costs	—			—			—			—			(2)			(10)			(13)			(14)			(11)
Non-GAAP total cost of revenue	$	11,119		$	10,337		$	9,647		$	9,073		$	9,152		$	8,838		$	8,372		$	7,982		$	7,477
GAAP gross profit	$	69,182		$	63,130		$	60,279		$	58,051		$	58,238		$	54,949		$	53,095		$	51,123		$	47,031
Amortization of acquired technologies	2,704			6,200			6,181			6,132			5,744			5,551			5,555			6,317			6,644
Stock-based compensation expense and related employer-paid payroll taxes	185			213			192			168			132			161			128			118			129
Acquisition related costs	—			—			—			—			2			10			13			14			11
Non-GAAP gross profit	$	72,071		$	69,543		$	66,652		$	64,351		$	64,116		$	60,671		$	58,791		$	57,572		$	53,815
GAAP gross margin	83.2		%	79.0		%	79.0		%	79.1		%	79.5		%	79.1		%	79.1		%	78.0		%	76.7		%
Non-GAAP gross margin	86.6		%	87.1		%	87.4		%	87.6		%	87.5		%	87.3		%	87.5		%	87.8		%	87.8		%

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	Three Months Ended,
	Mar. 31, 2021		Dec. 31, 2020		Sep. 30, 2020		June 30, 2020		Mar. 31, 2020		Dec. 31, 2019		Sep. 30, 2019		June 30, 2019		Mar. 31, 2019
	(in thousands, except margin data)
	(unaudited)
GAAP sales and marketing expense	$	25,714	$	23,610	$	21,017	$	18,939	$	18,468	$	17,528	$	17,898	$	18,201	$	16,627
Stock-based compensation expense and related employer-paid payroll taxes	(1,270)		(1,535)		(1,367)		(1,024)		(611)		(773)		(471)		(574)		(626)
Acquisition related costs	—		(1)		—		(1)		—		—		(360)		(377)		(429)
Restructuring costs and other	—		—		—		—		—		73		(320)		—		—
Spin-off costs	(339)		(621)		(115)		—		—		—		—		—		—
Non-GAAP sales and marketing expense	$	24,105	$	21,453	$	19,535	$	17,914	$	17,857	$	16,828	$	16,747	$	17,250	$	15,572
GAAP research and development expense	$	12,042	$	10,786	$	10,413	$	10,077	$	11,443	$	9,653	$	9,676	$	8,958	$	8,885
Stock-based compensation expense and related employer-paid payroll taxes	(777)		(959)		(942)		(745)		(680)		(721)		(553)		(610)		(578)
Acquisition related costs	—		—		—		—		—		(8)		(61)		(117)		(19)
Restructuring costs and other	(5)		—		—		—		—		—		—		(1)		(1)
Spin-off costs	(151)		(89)		—		—		—		—		—		—		—
Non-GAAP research and development expense	$	11,109	$	9,738	$	9,471	$	9,332	$	10,763	$	8,924	$	9,062	$	8,230	$	8,287
GAAP general and administrative expense	$	20,228	$	22,141	$	13,661	$	9,632	$	11,897	$	9,781	$	9,741	$	9,686	$	9,763
Stock-based compensation expense and related employer-paid payroll taxes	(2,890)		(6,602)		(3,704)		(1,334)		(1,288)		(989)		(883)		(865)		(901)
Acquisition related costs	—		(134)		—		(9)		(28)		(248)		(333)		(808)		(367)
Restructuring costs and other	(8)		(7)		(235)		7		(74)		(113)		(140)		9		(45)
Spin-off costs	(5,625)		(5,240)		(1,365)		—		—		—		—		—		—
Non-GAAP general and administrative expense	$	11,705	$	10,158	$	8,357	$	8,296	$	10,507	$	8,431	$	8,385	$	8,022	$	8,450

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	Three Months Ended,
	Mar. 31, 2021			Dec. 31, 2020			Sep. 30, 2020			June 30, 2020			Mar. 31, 2020			Dec. 31, 2019			Sep. 30, 2019			June 30, 2019			Mar. 31, 2019
	(in thousands, except margin data)
	(unaudited)
GAAP operating income	$	5,179		$	506		$	9,161		$	13,534		$	10,565		$	12,148		$	10,038		$	8,444		$	5,982
Amortization of acquired technologies	2,704			6,200			6,181			6,132			5,744			5,551			5,555			6,317			6,644
Amortization of acquired intangibles	6,019			6,087			6,027			5,869			5,865			5,839			5,742			5,834			5,774
Stock-based compensation expense and related employer-paid payroll taxes	5,122			9,309			6,205			3,271			2,711			2,644			2,035			2,167			2,234
Acquisition related costs	—			135			—			10			30			266			767			1,316			826
Restructuring costs and other	13			7			235			(7)			74			40			460			(8)			46
Spin-off costs	6,115			5,950			1,480			—			—			—			—			—			—
Non-GAAP operating income	$	25,152		$	28,194		$	29,289		$	28,809		$	24,989		$	26,488		$	24,597		$	24,070		$	21,506
GAAP operating margin	6.2		%	0.6		%	12.0		%	18.4		%	14.4		%	17.5		%	14.9		%	12.9		%	9.8		%
Non-GAAP operating margin	30.2		%	35.3		%	38.4		%	39.2		%	34.1		%	38.1		%	36.6		%	36.7		%	35.1		%

Non-GAAP Quarterly Trends

Our Adjusted EBITDA margins and non-GAAP operating income margins have fluctuated quarter to quarter depending on the level of investment in various functions of our business. We believe that our Adjusted EBITDA margin and our non-GAAP operating margin could fluctuate over time as we continue to make investments for revenue growth.

Liquidity and Capital Resources

Cash and cash equivalents were $111.2 million as of March 31, 2021. As our sales and operating cash flows are primarily generated by international entities in the United Kingdom and Canada, our international subsidiaries held approximately $111.0 million of cash and cash equivalents as of March 31, 2021, of which 55.7%, 30.5% and 12.8% were held in United States Dollars, British Pound Sterling and Euros, respectively. We intend either to invest our foreign earnings permanently into foreign operations or to remit these earnings to our U.S. entities in a tax-efficient manner. The Tax Act imposed a mandatory transition tax on accumulated foreign earnings and eliminates U.S. federal income taxes on foreign subsidiary distribution.

Our primary source of cash for funding operations and growth has been through cash provided by operating activities. Given the uncertainty in the rapidly changing market and economic conditions related to the COVID-19 pandemic, we continue to evaluate the nature and extent of the impact to our business and financial position. However, despite this uncertainty, we believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to fund our operations and meet our commitments for capital expenditures for at least the next twelve months.

Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents, require us to seek additional equity or debt financing or repatriate cash generated by our international operations. Additional funds from financing arrangements may not be available on terms favorable to us or at all.

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Related Party Indebtedness

As of March 31, 2021, our total indebtedness was $372.7 million consisting of long-term loans payable due to SolarWinds Holdings, Inc.

On February 25, 2016, our Canadian entity entered into a loan agreement with SolarWinds Holdings, Inc. with an original principal amount of $250.0 million and a maturity date of February 25, 2023. Borrowings under the loan agreement bear interest at a floating rate which is equal to an adjusted London Interbank Offered Rate, or LIBOR, for a three-month interest period plus 9.8%. Prepayments of borrowings under the loan are permitted. As of March 31, 2021, $228.5 million in borrowings related to this loan agreement were outstanding. For the years ended December 31, 2020, 2019 and 2018, the cash paid for interest related to this loan was $24.8 million, $38.0 million and $24.9 million, respectively. No cash interest payments related to this loan were made during the three months ended March 31, 2021. For the three months ended March 31, 2020, the cash paid for interest related to this loan was $6.7 million.

On May 27, 2016, our Cayman entity entered into an additional loan agreement with SolarWinds Holdings, Inc. The loan agreement, as amended, has an original principal amount of $200.0 million and a maturity date of May 27, 2026. Borrowings under the loan agreement bear interest at a fixed rate of 2.24%. Prepayments of borrowings under the loan are permitted. As of March 31, 2021, $144.2 million in borrowings related to this loan agreement were outstanding. For the years ended December 31, 2020 and 2019, the cash paid for interest related to this loan was $1.8 million and $14.7 million, respectively. No cash interest payments related to this loan were made during the year ended December 31, 2018. For the three months ended March 31, 2021 and 2020, the cash paid for interest related to this loan was $3.3 million and $1.8 million, respectively.

See Note 10. Relationship with Parent and Related Entities in the Notes to Combined Financial Statements included in this information statement for additional information regarding our borrowings due to affiliates.

Summary of Cash Flows

Summarized cash flow information is as follows:

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
Net cash provided by operating activities	$	85,665	$	25,540	$	52,326	$	13,169	$	12,038
Net cash used in investing activities	(16,140)		(23,038)		(22,925)		(4,752)		(2,677)
Net cash (used in) and provided by financing activities	(10,558)		(42,811)		20,583		2,383		(18,052)
Effect of exchange rate changes on cash and cash equivalents	1,475		1,790		(2,545)		628		(1,283)
Net increase (decrease) in cash and cash equivalents	60,442		(38,519)		47,439		11,428		(9,974)

Operating Activities

Our primary source of cash from operating activities is cash collections from our MSP partners and our distributors. We expect cash inflows from operating activities to be affected by the timing of our sales and the consumption of our solutions by our MSP partners. Our primary uses of cash from operating activities are for personnel-related expenditures, and other general operating expenses, as well as payments related to taxes, interest and facilities.

For 2020 compared to 2019, the increase in cash provided by operating activities was primarily due to a decrease in payments of accrued interest payable associated with our long-term related-party loan agreements and the timing of payments of accrued liabilities and other.

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For 2019 compared to 2018, the decrease in cash provided by operating activities was primarily due to an increase in payments of accrued interest payable associated with our long-term related-party loan agreements.

For the three months ended March 31, 2021 compared to the three months ended March 31, 2020, the increase in cash provided by operating activities was primarily due to an increase in liabilities due to affiliates and an increase in accrued related party interest payable.

Cash flow from operations for the years ended December 31, 2020, 2019 and 2018 was reduced by $26.6 million, $52.7 million and $24.9 million of cash paid for interest, respectively. The net cash inflow resulting from the changes in our operating assets and liabilities was $16.2 million for the year ended December 31, 2020 as compared to the net cash outflow of $31.2 million for the year ended December 31, 2019 and the net cash inflow of $15.3 million in the year ended December 31, 2018 and, excluding the change in accrued related party interest payable, was primarily due to the timing of sales, cash payments and receipts. Cash flow from operations for the years ended December 31, 2020, 2019 and 2018 was reduced by $14.2 million, $8.9 million and $3.8 million of cash paid for taxes, respectively.

Cash flow from operations for the three months ended March 31, 2021 and 2020 was reduced by $3.3 million and $8.5 million of cash paid for interest, respectively. The net cash inflow resulting from the changes in our operating assets and liabilities was $2.1 million for the three months ended March 31, 2021 as compared to the net cash outflow of $5.6 million for the three months ended March 31, 2020 and, excluding the change in liabilities due to affiliates and accrued related party interest payable, was primarily due to the timing of sales, cash payments and receipts. Cash flow from operations for the three months ended March 31, 2021 and 2020 was reduced by $7.2 million and $5.5 million of cash paid for taxes, respectively.

Investing Activities

Investing cash flows consist primarily of cash used for acquisitions, capital expenditures and intangible assets. Our capital expenditures principally relate to purchases of servers for cloud infrastructure primarily to support our data protection solutions, as well as leasehold improvements, computers and equipment to support our domestic and international office locations. Purchases of intangible assets consist of capitalized research and development costs.

Net cash used in investing activities decreased in 2020 compared to 2019 primarily due to the acquisition of Passportal Inc. in 2019. There were no acquisitions during 2020. This decrease was offset by increases in capitalized research and development costs and capital expenditures.

Net cash used in investing activities increased slightly in 2019 compared to 2018 primarily due to an increase in capitalized research and development costs, which were partially offset by a decrease in capital expenditures.

Net cash used in investing activities increased in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily due to increases in capitalized research and development costs, website development costs and capital expenditures.

Financing Activities

Financing cash flows consist primarily of repayments associated with our borrowings due to affiliates and net transfers from Parent.

Net cash used in financing activities decreased in 2020 compared to 2019 primarily due to a decrease in principal repayments of borrowings due to affiliates. Net transfers from Parent include the total net effect of the settlement of any transactions which have been included in our combined financial statements from legal entities which are not exclusively operating as our legal entities and are considered to be effectively settled at the time the transaction is recorded between SolarWinds and us. See Note 2. Basis of Presentation and Note 10. Relationship with Parent and Related Entitiesin the Notes to Combined Financial Statements included in this information statement for additional information regarding the Parent company net investment.

Net cash used in financing activities increased in 2019 compared to 2018 primarily due to principal repayments of borrowings due to affiliates during the year ended December 31, 2019.

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Net cash provided by financing activities increased in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily due to a decrease in principal repayments of borrowings due to affiliates.

Contractual Obligations and Commitments

The following table summarizes our outstanding contractual obligations as of December 31, 2020 that require us to make future cash payments:

	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Long-term debt obligations(1)	$	372,650	$	—	$	228,500	$	—	$	144,150
Cash interest expense(1)	67,544		26,517		33,268		6,467		1,292
Operating leases(2)	21,453		3,676		5,823		4,301		7,653
Purchase obligations(3)	36,079		33,543		2,536		—		—
Total	$	497,726	$	63,736	$	270,127	$	10,768	$	153,095

_______________

(1)Represents long-term loan agreements with affiliates of SolarWinds. The estimated cash interest expense is based upon a weighted-average interest rate as of December 31, 2020 of 7.02%.

(2)Represents maturities of operating lease liabilities, see Note 7. Leases in the Notes to Combined Financial Statements included in this information statement for additional details. As of December 31, 2020, we had a lease agreement in which the lease did not commence prior to year-end and therefore the lease liabilities and corresponding right-of-use asset had not been recorded in our combined balance sheet. We expect to take control of the leased asset in 2021 and our future minimum lease payments under this lease is approximately $29.0 million over lease term of eleven years.

(3)Purchase obligations primarily represent outstanding purchase orders for public cloud infrastructure and hosting fees, royalty fees, marketing activities, software license and support fees, accounting and legal fees and costs related to the expansion of certain of our office locations.

Critical Accounting Policies and Estimates

Our combined financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected, perhaps materially.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application, while in other cases, management’s judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We believe that these accounting policies requiring significant management judgment and estimates are critical to understanding our historical and future performance, as these policies relate to the more significant areas of our financial results. These critical accounting policies are:

•the valuation of goodwill, intangibles, long-lived assets and contingent consideration;

•revenue recognition;

•income taxes; and

•management’s assessment of allocations.

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Acquisitions

We allocate the purchase prices of our acquired businesses to the assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price. The fair value of identifiable intangible assets is based on significant judgments made by management. We typically engage third-party valuation appraisal firms to assist us in determining the fair values and useful lives of the assets acquired. The valuation estimates and assumptions are based on historical experience and information obtained from management, and also include, but are not limited to, future expected cash flows earned from the intangible asset and discount rates applied in determining the present value of those cash flows. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

Goodwill

Our goodwill was derived from the take private transaction of SolarWinds and acquisitions where the purchase price exceeded the fair value of the net identifiable assets acquired. The N-able legal entities were managed as a reporting unit of the Parent. Goodwill is tested for impairment at least annually during the fourth quarter or sooner when circumstances indicate an impairment may exist. An impairment of goodwill is recognized when the carrying amount of a reporting unit exceeds its fair value. For purposes of the annual impairment test, we assess qualitative factors to determine if it is more likely than not that goodwill might be impaired and whether it is necessary to perform the quantitative impairment test which considers the fair value of the reporting unit compared with the carrying value on the date of the test. Qualitative factors include industry and market considerations, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers and other relevant events and circumstances affecting the reporting unit.

On October 1, 2020 we performed the annual qualitative assessment for our reporting unit. For the annual impairment analysis, we assessed several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting unit, including the significance of the amount of excess fair value over carrying value, consistency of operating margins and cash flows, budgeted-to-actual performance from prior year, overall change in economic climate, changes in the industry and competitive environment, key management turnover, and earnings quality and sustainability. As of October 1, 2020, there were no unanticipated changes or negative indicators in the above qualitative factors that would impact the fair value of our reporting unit as of the annual impairment analysis date. As such, we determined there were no indicators of impairment and that it was more likely than not that the fair value of our reporting unit was greater than its carrying value and therefore performing the next step of impairment test was unnecessary.

In December 2020, subsequent to our annual goodwill impairment analysis, SolarWinds was notified that it had been the victim of a cyberattack on its Orion Software Platform and internal systems. The Orion Software Platform is a set of products within SolarWinds’ Core IT Management business. Based on investigations to date, we have not identified in any of our N-able solutions the Sunburst malicious code that the threat actors injected into certain builds of the SolarWinds’ Orion Software Platform. We considered the impact of the Cyber Incident on our evaluation of goodwill impairment indicators made during our October 1, 2020 annual test. As part of the analysis, we considered the decline in the stock price of SolarWinds subsequent to the Cyber Incident, possible impacts to new subscription sales and retention rates and potential impacts of the reputational harm on the MSP business as a result of the Cyber Incident and determined it appropriate to perform a quantitative assessment of our reporting unit as of December 31, 2020. We also engaged a third-party valuation specialist to assist in the performance of the impairment analysis of our reporting unit.

For the quantitative goodwill impairment analysis, we utilized a combination of both an income and market approach to evaluate our reporting unit. The income approach is based on the present value of projected cash flows and a terminal value. The discounted cash flow models reflect our assumptions regarding revenue growth rates, economic and market trends and other expectations about the anticipated operating results of our reporting unit. There were no material changes to the assumptions used in the goodwill impairment analysis as a result of the Cyber Incident. We discounted the estimated cash flows using a rate that represents a market participant’s weighted average cost of capital commensurate with our reporting unit’s underlying business operations and utilized a

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discount rate of 10%. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies. The developed multiples were applied to applicable financial measures of our reporting unit to determine an estimated fair value. We applied a 66.7% weighting to the income approach and a 33.3% weighting to the market approach to arrive at the total fair value used for impairment testing. We applied a greater weighting to the income approach as we believe the income approach is a better indicator of fair value by using projected cash flows of the reporting unit being valued. As a result of the impairment analysis, our reporting unit was determined to have a fair value that significantly exceeded its carrying values, and therefore no impairment was recognized.

Fair value determination of our reporting unit requires considerable judgment and is sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the quantitative goodwill impairment test will prove to be an accurate prediction of future results. If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our goodwill, the revision could result in a non-cash impairment charge that could have a material impact on our financial results.

Identifiable Intangible Assets

We evaluate long-lived assets, including finite-lived intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends. If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our property and equipment or our finite-lived intangibles and other assets, that revision could result in a non-cash impairment charge that could have a material impact on our financial results.

Revenue Recognition

We primarily generate revenue from the sale of subscriptions to our SaaS solutions and subscription-based term licenses and, to a lesser extent, from the sale of maintenance services associated with our perpetual licenses. We recognize revenue when we transfer promised goods or services in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. This is determined by following a five-step process which includes (1) identifying the agreement with a customer, (2) identifying the performance obligations in the agreement, (3) determining the transaction price, (4) allocating the transaction price, and (5) recognizing revenue when or as we satisfy a performance obligation, as described below.

We identify performance obligations in an agreement based on the goods and services that will be transferred to the MSP partner that are separately identifiable from other promises in the agreement, or distinct. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Determining the distinct performance obligations in an agreement requires judgment. Our performance obligations primarily relate to our SaaS solutions, subscription-based term licenses and maintenance support including unspecified upgrades or enhancements to new versions of our solutions.

We allocate the transaction price of the agreement to each distinct performance obligation based on a relative stand-alone selling price basis. Determining stand-alone selling prices for our performance obligations requires judgment and are based on multiple factors primarily including historical selling prices and discounting practices for our solutions and services. We review the stand-alone selling price for our performance obligations periodically and update, if needed, to ensure that the methodology utilized reflects our current pricing practices.

Income Taxes

We use the liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. Income taxes as presented in the financial statements of N-able attribute current and deferred income taxes of SolarWinds to stand-alone financial statements of N-able in a manner that is systematic, rational and consistent with the asset and liability method prescribed by FASB ASC Topic 740: Income Taxes

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(“ASC 740”). Accordingly, the income tax provision of N-able was prepared following the separate return method. Under this method, we recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of our assets and liabilities.

In calculating our effective tax rate, we make judgments regarding certain tax positions, including the timing and amount of deductions and allocations of income among various tax jurisdictions.

The guidance on accounting for uncertainty in income taxes requires us to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. To the extent that the actual results of these matters is different than the amounts recorded, such differences will affect our effective tax rate. We recognize interest expense and penalties on uncertain tax positions as a component of our income tax expense.

We establish valuation allowances when necessary to reduce deferred tax assets to the amounts expected to be realized. On a quarterly basis, we evaluate the need for, and the adequacy of, valuation allowances based on the expected realization of our deferred tax assets. The factors used to assess the likelihood of realization include our latest forecast of future taxable income, available tax planning strategies that could be implemented, reversal of taxable temporary differences and carryback potential to realize the net deferred tax assets. As of December 31, 2020 and 2019, we have recorded a valuation allowance of $18.3 million and $6.6 million, respectively.

Management’s Assessment of Allocations

Throughout the periods covered by the combined financial statements, N-able operated as a part of SolarWinds. Consequently, stand-alone financial statements have not historically been prepared for N-able. The combined financial statements have been prepared using the legal entity approach from SolarWinds’ historical consolidated financial statements and accounting records and are presented on a stand-alone basis as if N-able’s operations had been conducted independently from SolarWinds.

SolarWinds provides facilities, information technology services and certain corporate and administrative services to N-able. Expenses relating to these services have been allocated to N-able and are reflected in the combined financial statements. Where direct assignment is not possible or practical, these costs were allocated based on headcount. Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to, or the benefit received by, us during the periods presented. However, the expenses reflected in the combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if N‑able historically operated as a separate, stand-alone entity. Actual costs that would have been incurred if we had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions in various areas, such as information technology and infrastructure. In addition, the expenses reflected in the combined financial statements may not be indicative of related expenses that will be incurred in the future by N-able.

Off-Balance Sheet Arrangements

During the three months ended March 31, 2021 and the year ended December 31, 2020, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

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Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We had cash and cash equivalents of $111.2 million, $99.8 million, $39.3 million as of March 31, 2021, December 31, 2020 and December 31, 2019, respectively. Our cash and cash equivalents consist of bank demand deposits and do not have material exposure to market risk. We hold cash and cash equivalents for working capital purposes. Our investments are made for capital preservation purposes, and we do not enter into investments for trading or speculative purposes.

We had total indebtedness with an outstanding principal balance of $372.7 million at each of March 31, 2021 and December 31, 2020 and $394.4 million at December 31, 2019, consisting of long-term loans payable due to SolarWinds Holdings, Inc., an affiliate of SolarWinds. Borrowings of $228.5 million outstanding under our loan agreements bear interest at a variable rate equal to an applicable margin plus specified LIBOR-based rates. Borrowings of $144.2 million outstanding under our loan agreements bear interest at a fixed rate. As of March 31, 2021 and December 31, 2020, the annual weighted-average interest rate on borrowings was 6.99% and 7.02%, respectively. If there was a hypothetical 100 basis point increase in interest rates, the annual impact to interest expense would be approximately $2.3 million. This hypothetical change in interest expense has been calculated based on the variable rate borrowings outstanding at December 31, 2020 and a 100 basis point per annum change in interest rate applied over a one-year period.

We do not have material exposure to fair value market risk with respect to our total long-term outstanding indebtedness which consists of related party loans as of March 31, 2021 and December 31, 2020, respectively.

See Note 10. Relationship with Parent and Related Entities in the Notes to Combined Financial Statements included in this information statement for additional information regarding our related party debt.

Foreign Currency Exchange Risk

As a global company, we face exposure to adverse movements in foreign currency exchange rates. We primarily conduct business in the following locations: the United States, Europe and Canada. This exposure is the result of selling in multiple currencies, growth in our international investments, additional headcount in foreign countries and operating in countries where the functional currency is the local currency. Specifically, our results of operations and cash flows are subject to fluctuations in the following currencies: the Euro, British Pound Sterling and Canadian Dollar against the U.S. dollar. These exposures may change over time as business practices evolve and economic conditions change, including as a result of the impact of the COVID-19 pandemic on the global economy or governmental actions taken in response to the COVID-19 pandemic. Changes in foreign currency exchange rates could have an adverse impact on our financial results and cash flows.

Our combined statements of operations are translated into U.S. dollars at the average exchange rates in each applicable period. Our international revenue, operating expenses and significant balance sheet accounts denominated in currencies other than the U.S. dollar primarily flow through our United Kingdom and European subsidiaries, which have British Pound Sterling and Euro functional currencies, respectively. This results in a two-step currency exchange process wherein the currencies other than the British Pound Sterling and Euro are first converted into those functional currencies and then translated into U.S. dollars for our combined financial statements. As an example, revenue for sales in Australia is translated from the Australian Dollar to the British Pound Sterling and then into the U.S. dollar.

Our combined statement of operations and balance sheet accounts are also impacted by the re-measurement of non-functional currency transactions such as cash accounts held by our overseas subsidiaries, accounts receivable denominated in foreign currencies, deferred revenue and accounts payable denominated in foreign currencies.

Foreign Currency Transaction Risk

Our foreign currency exposures typically arise from selling annual and multi-year subscriptions in multiple currencies, accounts receivable, and other intercompany transactions.

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Foreign Currency Translation Risk

Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenue, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. If there is a change in foreign currency exchange rates, the amounts of assets, liabilities, revenue, operating expenses and cash flows that we report in U.S. dollars for foreign subsidiaries that transact in international currencies may be higher or lower to what we would have reported using a constant currency rate. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions results in reduced assets, liabilities, revenue, operating expenses and cash flows for our international operations. Similarly, our assets, liabilities, revenue, operating expenses and cash flows will increase for our international operations if the U.S. dollar weakens against foreign currencies. The conversion of the foreign subsidiaries’ financial statements into U.S. dollars will also lead to remeasurement gains and losses recorded in income, or translation gains or losses that are recorded as a component of accumulated other comprehensive income (loss).

Emerging Growth Company

We qualify as an emerging growth company, as defined in the JOBS Act. The JOBS Act allows emerging growth companies to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. We intend to utilize these transition periods, which may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the transition periods afforded under the JOBS Act.

Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements, see Note 3. Summary of Significant Accounting Policies in the Notes to Combined Financial Statements.

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Business

Business Overview

We are a leading global provider of cloud-based software solutions for managed service providers, or MSPs, enabling them to support digital transformation and growth within small and medium-sized enterprises, or SMEs, which we define as those enterprises having less than 1,000 employees. We partner with over 25,000 IT service providers, which we refer to as our MSP partners, empowering them to deliver best-in-class managed services in a scalable and repeatable way. These MSP partners rely on our platform to deploy, manage and secure the IT environments of over 500,000 SMEs around the world. Through our multi-dimensional land and expand model and global presence, we are able to drive strong recurring revenue growth, profitability and retention.

Organizations of all sizes are deploying technology to transform their businesses and compete effectively. As SMEs go through digital transformation, their reliance on technology as a competitive differentiator increases. IT environments are becoming increasingly complex, with the number of applications and endpoints proliferating while also becoming more interconnected, causing the sophistication and overhead required to deploy, manage and secure these assets to grow.

Many SMEs lack the resources or internal expertise to effectively manage their IT assets and adapt to the changing environment. This lack of resources and expertise coupled with the desire to better leverage technology in their businesses has created a growing need for SMEs to rely on MSPs for their IT deployment, management and security. MSPs become vital partners as more SMEs seek to implement technology solutions that help drive strategic business outcomes.

To effectively manage the operability and security of distributed and heterogeneous IT environments, MSPs require visibility and control over a variety of architectures, applications and connected endpoints. MSPs must also keep pace with rapid technological innovation or risk obsolescence. These challenges are made more difficult when the solutions upon which MSPs rely lack integration capabilities or otherwise fail to meet the technological and business needs of the MSPs and their customers.

We enable IT service providers of all types to act as MSPs by providing a platform that they can leverage to help SMEs access powerful and seamless technology to power their businesses. Our software platform is designed to be an integrated, enterprise-grade solution that serves as an operating system for our MSP partners and scales as their businesses grow. Built on a multi-tenant architecture, our platform allows our MSP partners to adapt to their customers’ requirements and improve service delivery by offering centralized visibility and role-based access control in both public and private cloud, on-premises and hybrid cloud environments.

Our platform consists of three core solution categories: remote monitoring and management, security and data protection and business management. Our broad remote monitoring and management capabilities include real-time availability and performance of networks and devices and automation of policies and workflows. We provide a layered protection approach spanning network and systems infrastructure, applications, and end user devices through our data protection, patch management, endpoint security, web protection, e-mail security and archiving and vulnerability assessment solutions. Our fully cloud-based data protection capabilities include storage efficient backup, high-speed restoration and disaster recovery for servers, workstations, files, data and key cloud-based applications. In addition, our business management solutions help improve the technical and service delivery efficiencies of our MSP partners and include professional services automation and password and documentation management.

We have a multi-dimensional land and expand model and global presence that allow us to capture opportunities efficiently within the worldwide MSP and SME markets. When we add an MSP partner, we also add their SME customers and we grow as the partner adds new customers, delivers new services based on our solutions and when the partner’s customers add devices and services. We support our MSP partners by offering partner success initiatives designed to help them better manage their own businesses, deliver service offerings powered by our platform and grow their customer bases. Our partner success initiatives help drive both retention and expansion as

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our MSP partners are provided with resources designed to help them better understand and pursue growth opportunities.

Our business model allows us to grow with our MSP partners. MSP partners with ARR over $50,000 on our platform grew from 833 as of December 31, 2018 to 1,117 as of December 31, 2019 to 1,473 as of December 31, 2020, representing increases of 34% and 32%, respectively. Over the same periods, MSP partners with over $50,000 of ARR on our platform grew from approximately 30% of our total ARR as of December 31, 2018, to 36% of our total ARR as of December 31, 2019, to 42% of our total ARR as of December 31, 2020. MSP partners with ARR over $50,000 on our platform grew from 1,218 as of March 31, 2020 to 1,511 as of March 31, 2021, representing an increase of 24%. Over the same period, MSP partners with over $50,000 of ARR on our platform grew from approximately 37% of our total ARR as of March 31, 2020 to 43% of our total ARR as of March 31, 2021.

Our business is global, with 47% of our revenue generated outside of North America for each of the years ended December 31, 2019 and December 31, 2020, and 48% and 47% for the three months ended March 31, 2021 and 2020, respectively. We generated revenue of $302.9 million for the year ended December 31, 2020, compared to $263.5 million for the year ended December 31, 2019, and $228.3 million for the year ended December 31, 2018, representing an increase of 15.4% from the year ended December 31, 2018 to the year ended December 31, 2019, and an increase of 14.9% from the year ended December 31, 2019 to the year ended December 31, 2020. We generated revenue of $83.2 million for the three months ended March 31, 2021, compared to $73.3 million for the three months ended March 31, 2020, representing an increase of 13.5% from the three months ended March 31, 2020 to the three months ended March 31, 2021. For the year ended December 31, 2020, our net loss was $7.2 million. For the year ended December 31, 2020, our adjusted EBITDA was $120.6 million. For the three months ended March 31, 2021, our net loss was $4.3 million. For the three months ended March 31, 2021, our adjusted EBITDA was $27.7 million. See “Selected Historical Combined Financial Data—Adjusted EBITDA” for additional information regarding adjusted EBITDA.

On December 14, 2020, SolarWinds announced that it had been the victim of a cyberattack on its Orion Software Platform and internal systems, or the Cyber Incident. Based on investigations to date, we have not identified in any of our N-able solutions the Sunburst malicious code that the threat actors injected into certain builds of the SolarWinds’ Orion Software Platform. See “Risk Factors—Risks Related to Cybersecurity” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—SolarWinds Cyber Incident” for additional information regarding the Cyber Incident.

Industry Background

Companies of all sizes across sectors and geographies continue to invest in modern cloud and digital technology to transform their organizations and compete effectively. Technology is becoming increasingly mission critical as SMEs use digital means to improve productivity, work remotely, manage and monitor their businesses, run operations and engage with customers and other key stakeholders. As evidence of the importance of technology to SMEs, IT spending by businesses with less than 1,000 employees is expected to increase from $1.2 trillion in 2020 to $1.5 trillion by 2024 according to Gartner.

Digital transformation creates challenges and complexities

As SMEs increase their investment in and reliance on these technologies, the importance of IT availability and functionality to their businesses grows. Selecting, purchasing and implementing new technology infrastructures and deploying new applications and devices can be complex and create financial, personnel and other challenges for SMEs. Many SMEs lack the financial resources, headcount and expertise needed to independently manage the complexity associated with digital transformation and therefore rely on MSPs that specialize in providing SMEs with reliable and scalable services to deploy, manage and secure their IT environments. Challenges associated with digital transformation for SMEs include:

1)IT management and security are not core competencies for most companies.

Deploying, managing and securing complex and constantly evolving IT systems are not core competencies of most SMEs and can divert focus, capital and other critical resources away from fundamental business

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objectives. Modern infrastructures, applications and devices require teams with expertise across a variety of technical disciplines such as security, database administration, IT, development operations and network administration. Despite being increasingly dependent on technology solutions, many SMEs lack the requisite time, resources and expertise.

2)Companies face growing cyber-threats.

According to the Ponemon Institute 2019 Global State of Cybersecurity in Small and Medium-Sized Businesses survey, 66% of respondents said their organization experienced a cyberattack in the past 12 months. In the aftermath of these incidents, the average cost of recovering from business disruption was approximately $1.9 million while the average cost of dealing with damage or theft of IT assets and infrastructure was approximately $1.2 million. Protecting networks, applications, devices, data and users from cybercrime, such as ransomware, phishing and other costly attacks is paramount for SMEs. Security issues can create significant legal complications, be financially crippling and damage an SME’s brand and reputation.

3)IT and other compliance costs and burdens are increasing.

SMEs are not exempt from compliance obligations and can be disproportionately burdened due to limited resources and expertise. Laws, regulations, rules and standards governing IT, privacy, security, personnel and industries are complex, constantly changing and varied across geographies and sectors, with many obligations carrying criminal penalties for non-compliance.

4)Proliferation of connected endpoints is driving increased complexity.

According to a 2020 Cisco white paper, the number of global networked devices is set to reach 29.3 billion by 2023, up from 18.4 billion in 2018, representing a compound annual growth rate of 10% over the period. Due to the growing number of networked, highly distributed and diverse endpoints, the burden faced by SMEs to manage, provision and secure these endpoints across cloud, on-premises and hybrid cloud infrastructures is becoming increasingly complex.

5)Expectations for always-on, always-available IT environments compound pressures.

Customers, employees and other stakeholders increasingly expect always-on, always-available access to digital resources. Establishing and maintaining connectivity and availability is critical to the success of many SMEs, who must ensure that their employees and distributed workforces have access to required systems, applications and devices and that their customers can obtain information and conduct business online at any time.

Rise of the Managed IT Services Model

As SMEs invest in technology and their needs for continuous availability, performance and security grow, they are increasingly relying on IT service providers to manage these aspects of their businesses. These MSPs support SMEs by helping them procure and deploy key technologies and by providing oversight, management and security of their IT systems and devices. Rather than charging their customers by the task, MSPs typically have recurring annual or monthly contracts to deliver these on-going services. MSPs also may work in collaboration with SMEs’ internal IT departments in a co-managed model to deliver specific expertise and share responsibilities.  

We see a growing number of IT service providers, such as value-added resellers, systems integrators, IT consultants and data center operators, adopting a managed services model as demand for these services increases. These new MSPs can benefit from a software platform that supports the managed services model and meets the wide-ranging needs of their SME customers. For example, SMEs with less complex IT requirements might need remote monitoring and management, endpoint protection and backup and disaster recovery. Other SMEs may have more complex IT requirements and look to their MSP to provide help desk capabilities, network operations management, or security operations.

Market Opportunity

Our cloud-based software solutions enable MSPs to support their SME customers’ growth and digital transformation. These MSP partners rely on our platform to deploy, manage and secure the IT environments of over 500,000 SMEs around the world. Technology is becoming increasingly mission critical for SMEs as a means to

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improve productivity, work remotely, manage, and monitor their businesses, run operations and engage with customers and other key stakeholders. In the Forecast Analysis: Small and Midsize Business IT Spending, Worldwide report published on February 18, 2021, Gartner estimated that IT spending by SMEs with less than 1,000 employees is expected to increase from $1.2 trillion in 2020 to $1.5 trillion by 2024, representing a 6.1% compound annual growth rate.

We commissioned Frost & Sullivan to conduct an independent analysis to assess the global addressable market for our remote monitoring and management, security and data protection and business management solutions. To determine our addressable market, Frost & Sullivan calculated the sum of: 1) the estimate of MSP’s average revenue per SME customer for remote monitoring, security and data protection solutions multiplied by their estimate of the total number of SMEs serviced by MSPs; and 2) the estimate of the average cost for business management solutions used by MSPs multiplied by the estimate of the total number of addressable MSPs.

According to this analysis, the global market opportunity for our solutions was estimated to be approximately $23.3 billion in 2020 and is expected to grow at a compounded annual growth rate of 13.5% to approximately $43.9 billion by 2025. We believe that the size and projected growth of the global market for our solutions represents a significant opportunity for our business.

Limitations of Existing Approaches Used by MSPs

MSPs are better able to serve their customers and manage disparate, heterogeneous IT environments with technologies that are centralized, effective, easy to deploy, scalable and able to integrate with other solutions.

Many existing approaches utilized by MSPs face limitations, such as:

1)Not purpose-built for MSPs. Many tools are not designed to power a managed services model, as they fail to enable MSPs to deliver services in a scalable and efficient manner. These tools can lead to issues around deployment, configurability or scalability. Additionally, some tools may require upfront hardware purchases or lack native or hybrid cloud management and data protection capabilities. These tools can also make it more difficult to manage disparate or heterogeneous environments through a single control panel.

2)Narrow point solutions and tools with limited flexibility and integrations. Many MSP-oriented offerings fail to provide a comprehensive set of solutions on a common platform. Without a unified platform, MSPs are required to utilize disparate solutions and tools which can limit their ability to manage their own and their customers’ IT environments in a centralized, coordinated manner. Many of these solutions and tools have narrow functionality and are not designed to integrate with other technologies. This can lead to a lack of interoperability that prevents MSPs from having a unified view of their customers’ IT environments.

3)Lacking enterprise-grade features and functionality. Many approaches targeting the MSP and SME markets offer limited functionality or lack the features and capabilities needed by businesses of all sizes to be competitive in the digital world. As SMEs shift towards always-on, always-available digital environments across more aspects of their businesses, these approaches can lack the depth of functionality required to adequately serve their needs. In addition, providers of these tools may lack the ability to adapt and innovate rapidly to respond to the changing technology needs of MSPs and SMEs.

4)Not partner success oriented. Providers of alternative approaches can lack MSP-oriented domain expertise and partner success functions designed to help MSPs grow their businesses. This can make it more difficult for MSPs to use and deploy tools to their full potential and effectively serve their customers.

5)Pricing and deployment limitations. Many tools lack flexible pricing models and deployment options that are aligned with the way MSPs sell and deliver their services. This can lead to business challenges and inefficiencies for MSPs, which can give rise to inflexible service offerings to their customers.

6)Manual and inefficient. Alternative approaches can lack automation, requiring MSPs to manually address issues that they or their customers face. This need for manual intervention can drive higher headcount costs

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and cause slower resolution times. Alternative tools may also lack reporting and analytics that help MSPs proactively identify and remediate issues before they arise.

Our Solution

We are a leading global provider of cloud-based software solutions for MSPs, enabling them to support digital transformation and growth within SMEs. We partner with over 25,000 MSP partners, empowering them to deliver best-in-class managed services in a scalable and repeatable way. These MSP partners rely on our platform to deploy, manage and secure the IT environments of over 500,000 SMEs around the world. Our platform consists of three core solution categories: remote monitoring and management, security and data protection and business management. Through our multi-dimensional land and expand model and global presence, we are able to drive strong recurring revenue growth, profitability and retention.

Our software platform is purpose-built to give MSPs visibility and control over distributed and heterogeneous IT environments through a centralized control panel. Built using multi-tenant architecture, a unified agent management system and microservices, our platform is designed to securely deliver integrated solutions that fit the specific IT needs of each MSP partner and its SME customers. Our modular and highly scalable platform helps our MSP partners deploy, manage and secure IT assets in an efficient and organized manner.

Through our platform, we aim to deliver value and flexibility to our MSP partners and their customers. We offer our MSP partners multiple deployment options and price the solutions on our platform on a subscription basis. Our Ecosystem Framework enables and simplifies integrations with numerous third-party solutions from leading enterprise technology vendors. By working across cloud, on-premises and hybrid cloud infrastructures, our platform enables a delivery model that accommodates the IT environment preferences and needs of our MSP partners and their customers.

Key Strengths of our Platform

The key strengths of our platform and related offerings include:

1)Deep remote monitoring and management capabilities. Our leading remote monitoring and management capabilities provide our MSP partners with visibility and insights into the availability and performance of a wide range of systems and network infrastructure and devices, all through a centralized dashboard. Our out-of-the-box network topology and network path analysis enable MSPs to visualize and identify issues across the entire landscape of infrastructure and devices within heterogenous SME customer IT environments. Our RMM platform gathers and correlates real-time network and device issues, data that MSPs leverage to help customers maintain uptime and peak performance. Through our role-based access and support, MSP technicians can easily troubleshoot specific IT systems, devices and applications, as well as easily load new service offerings powered by our platform.

2)Layered security approach to cyber-threats and compliance risks. Our MSP partners use our integrated solutions to improve the security framework of their SME customers’ IT environments while helping them meet regulatory and industry-specific compliance standards. Our security and data protection solutions are designed to defend against cyber-threats targeted at the network, infrastructure, application and endpoint layers and the sensitive data that resides in and travels through each of these layers. Our security solutions offer both preventative and remediation capabilities while our data protection solutions enable continuous backup and high-speed restoration, jointly driving a robust line of defense for the SME.

3)Designed for hybrid IT environments. The solutions on our platform are designed to meet the needs of our MSP partners and their SME customers across cloud, on-premises and hybrid-cloud IT infrastructures. Our remote monitoring and management capabilities span both on-premises and cloud-native systems and workloads, while our fully cloud-based data protection capabilities similarly enable continuous backup and high-speed data restoration regardless of where the data resides.

4)Out-of-the-box automation for higher service efficacy and capacity. Our platform, which includes professional services automation and easily configurable automation capabilities, enables our MSP partners

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to more efficiently deliver services to their SME customers, manage their businesses and increase capacity for growth. With over 100 out-of-the-box automated tasks and a no-code drag-and-drop editor to easily build additional automation policies, our MSP partners have eliminated common, repetitive tasks and freed up technicians to take on higher-value activities. In addition, the ability to automate resolutions to customer-specific problems and easily track configuration changes without requiring customized scripts increases the stickiness of our platform.

5)Robust reporting and analytics. Our reporting and analytics dashboard provides our MSP partners with a consolidated view of data and analytic outputs of their SME customers’ IT environments and a unified view of key metrics and trends. Our reporting and analytics capabilities are designed to be business-friendly for a wide range of users and can generate proof-of-compliance reports to meet regulatory requirements across many industries.

Why We Win

Our platform, partner success initiatives and business model are rooted in our experience and understanding of the needs of our MSP partners and their SME customers and are designed to help our partners succeed and grow. Our MSP partners power their service offerings with our platform, making us an integral part of their ability to land, expand and retain their customers. Some of the key factors that differentiate us from our competitors include:

1)Purpose-built platform designed for MSP success. Our platform allows our MSP partners to build and grow their businesses around our customizable solutions. Ongoing expansion of native functionalities and integrations, powerful and easy-to-create automation policies and always-available training and enablement resources are all designed to facilitate our MSP partners’ success. In addition, our platform serves the needs of MSPs and customers of all sizes, making it easy for MSPs to standardize and operate on our platform.

2)Comprehensive and extensible platform designed for integrations. Our platform features out-of-the-box integrations with third-party technologies and solutions from leading enterprise technology vendors. Our Ecosystem Framework enables us to rapidly develop and deploy extensive integrations through our strategic technology partnerships.

3)Enterprise-grade technology for SMEs through our MSP partners. Through our platform and strategic technology partnerships, we make it possible for our MSP partners to deploy, manage and secure enterprise-grade technologies for their SME customers. Our solutions development and innovation roadmap incorporates real-time feedback from our active user community, which helps shape improvements to existing offerings and the development of new offerings that address the needs of our MSP partners and their SME customers.

4)Best-in-class partner success initiatives. We provide various partner success initiatives aimed to help our MSP partners expand their customer bases and service offerings through our platform and to grow and operate their businesses more effectively. Our dedicated partner success teams assist with onboarding, post-sales engineering and partner management. Additionally, through our MSP Institute, MSP partners gain access to business, sales, marketing and technical training from industry experts and leaders. This is supplemented by our Head Nerds program, which delivers expert training and consultation on how our partners can optimize their businesses for the most important growth areas such as security, backup, automation and operations. We also offer community-based resources such as forums, peer councils, expert series, and industry expert blogs.

5)Flexible subscription pricing and billing model. We sell the solutions on our platform on a subscription basis that meets the specific needs of our MSP partners and expands as they add new customers, deliver new services based on our solutions and when the partner’s customers add devices and services. We offer our MSP partners the flexibility to purchase solutions with pricing based on committed volumes or on a “pay-as-you-go” model, where our partners pay based on the volume of our solutions they and their customers consume. Additionally, we offer flexible deployment models across cloud, on-premises and

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hybrid cloud infrastructures that accommodate the IT environment preferences and needs of our MSP partners and their customers.

6)Efficient deployment and scale. Our platform is designed to be quickly configured and deployed by our MSP partners and enable efficient delivery of services to their customers. Our MSP partners are able to easily define business roles and processes and then leverage our automation capabilities to deploy those policies across their customers’ IT environments to manage and maintain consistent standards of service. The automation in our platform is also designed to help our MSP partners scale their customer base with fewer technical support personnel.

Our Differentiated Go-to-Market Approach

Our go-to-market approach is grounded in a differentiated, multi-dimensional land and expand model that has allowed us to build a global base of over 25,000 MSP partners that serve more than 500,000 SME customers. Our business model and alignment with our MSP partners gives us the leverage and sales reach to efficiently and effectively serve the SME market. We grow with our MSP partners as they expand their customer bases, deliver new services powered by our solutions and when their customers add devices and services. Our partner success initiatives further enhance our model’s efficiency by empowering our MSP partners to grow their businesses and expand their customer bases and consumption of solutions on our platform.

To add new MSP partners, we employ an efficient low-touch, high-velocity “selling from the inside” motion cultivated while a part of SolarWinds. Our sales motion is rooted in selling online or over the phone to MSPs of all sizes across any location through a prescriptive approach that adheres to standardized pricing and agreements. We power this sales motion with a marketing model that is highly flexible, analytics-driven and designed to efficiently drive digital traffic and high-quality opportunities. Our low-friction sales motion and marketing model also allow prospective MSP partners to trial fully-functional versions of the solutions on our platform, which is frequently a step to broader adoption. Internationally, we augment our go-to-market approach with a targeted and localized distributor model.

We believe our differentiated go-to-market approach benefits our business for a number of reasons, including:

1)Sales reach extension. Our MSP partners effectively extend our sales reach into the worldwide SME market. When we add a new MSP partner, we also acquire its customers and continue to benefit as the MSP partner expands its customer base.

2)Sales expansion through natural adoption. MSP partners expand usage of our offerings over time when they add new customers and when their customers add new devices and services. As digital transformation trends continue to impact SMEs, our platform facilitates the delivery of new and enhanced services by our MSP partners to their customers.

3)Capital efficient scaling. We gain significant operating leverage through our MSP partners’ customer acquisition efforts and the support and overhead they provide to service their customers.

4)Loyalty and retention. Our best-in-class partner success initiatives drive loyalty and retention by providing our MSP partners with resources designed to help them better understand and pursue growth opportunities using our platform.

5)Strong international presence. Our extensive international distributor network and localized go-to-market approach has enabled and enhanced our robust global presence.

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Growth Strategy

We believe there are significant growth opportunities in our market, and we intend to focus our investments to capitalize on these opportunities and accelerate revenue growth. We believe that our growth will come from the following vectors:

1)Expand our MSP partner footprint. Our partner acquisition model is driven by us adding new MSP partners that develop and deliver services powered by our platform to their SME customers. We focus on adding MSP partners that have the opportunity to grow their businesses alongside us. We intend to continue investing in our MSP partner model that has allowed us to acquire a global base of over 25,000 MSP partners that serve more than 500,000 SME customers around the world.

2)Facilitate partner-enabled expansion.When we add an MSP partner, we expand our relationship with the partner through two vectors. We grow when our MSP partners expand their SME customer base. We also grow when our MSP partners deliver new or enhanced services to their customers based on our solutions and when their customers add devices and services. As digital transformation initiatives at SMEs are pushing them to modernize their IT systems, we are seeing tailwinds in the adoption and usage of our solutions by SME customers through our MSP partners. We utilize numerous partner success initiatives to help our MSP partners expand their customer bases by educating them on how to introduce deeper and broader sets of service offerings. In this manner, our MSP partners serve as an extension of our sales footprint while requiring minimal incremental sales efforts by us. Our ability to expand within our partner base is demonstrated by our dollar-based net revenue retention rate which was 109% and 110% for each of the trailing twelve-month periods ended March 31, 2021 and March 31, 2020, respectively, and 109%, 108% and 108% for each of the trailing twelve-month periods ended December 31, 2020, December 31, 2019, and December 31, 2018 respectively.

3)Widen our surface area. We also grow by expanding the aperture of networks, devices, services and users that we manage and secure on our platform. This surface area expansion is driven by internal development, strategic technology partnerships with large enterprise technology vendors and integrations with other MSP technology providers.

4)Drive innovation. We intend to continue introducing new enterprise-grade solutions on our platform. These new solutions may come from internal innovation, strategic technology partnerships or targeted acquisitions. In particular, we aim to further broaden our security service offerings, technical controls, automation and reporting and analytics capabilities. To keep pace with technological developments and ever-changing IT complexity, we also continually invest in our platform and its existing solutions.

5)Broaden our co-managed IT footprint. In addition to providing services for SMEs, some MSP partners service larger enterprises through a co-managed IT model, sharing responsibility for IT management and services with an internal IT team. We believe that increased adoption of co-managed IT models will continue to be a meaningful driver of market expansion.

6)Deliver globally. We are a global software company, generating approximately 47% of our total revenue from outside of North America in each of the years ended December 31, 2019 and December 31, 2020. We intend to target markets around the world where we have an established presence and distribution channels and further expand to new markets through channel and personnel growth and market-specific solutions.

Our Platform

We deliver a platform of integrated solutions that enables our MSP partners to deploy, manage, and secure technologies for SMEs. Purpose-built to address a wide range of MSP partner needs, our multi-tenant, subscription-based platform is scalable, extensible and easy to deploy.

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Our platform consists of three core solution categories: remote monitoring and management, security and data protection and business management.

Remote Monitoring and Management

Our remote monitoring and management, or RMM, solutions provide our MSP partners with visibility and insights into the availability and performance of their customers’ networks, infrastructure, devices and applications, all through a centralized dashboard. Our RMM solutions are designed to support the needs of MSPs of all sizes and accommodate complex and heterogeneous SME customer environments. In addition, our RMM technology serves as the foundation for the managed services model, allowing our MSP partners to remotely monitor and access their customers’ IT environments. Through our RMM solutions, we can address the remote monitoring and management needs of MSPs of all sizes across cloud, on-premises and hybrid cloud environments. We leverage a wide variety of service checks such as SNMP, WMI, ICMP, UDP/TCP, API and scripts to gather and correlate data that our MSP partners use to maximize uptime and productivity for their customers.

Our RMM solutions include a fulsome set of remote monitoring capabilities across devices, endpoints and infrastructures designed to allow our MSP partners to:

•support thousands of device types across major device categories, including Windows, macOS and Linux endpoints as well as network infrastructure components such as switches, routers, firewalls and wireless access points;

•utilize a robust set of out-of-the-box features including network topology mapping and network path analysis;

•enable remote access and support for IT systems and devices to quickly identify and resolve issues;

•automate policies and tasks, power active device discovery and utilize automated alerts and customizable performance checks;

•enable technical support personnel to perform maintenance and troubleshoot a wide array of issues, whether attended or unattended by end users; and

•manage their business through dashboards and reports that track the activities of their technical support personnel, demonstrate value to their customers and identify opportunities for operational improvement.

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Security and Data Protection

Our security and data protection solutions are designed to help our MSP partners secure their own IT environments and data and those of their customers. We provide a layered protection approach spanning network and systems infrastructure, applications, and end user devices through our data protection, patch management, endpoint security, web protection, e-mail security and archiving and vulnerability assessment solutions. Our data protection capabilities are fully cloud-based and include backup and disaster recovery for servers, workstations, files, data, and key cloud-based applications. Our multi-tenant platform and secure remote delivery architecture is designed to provide our MSP partners with the flexibility to choose and deploy the best solution for their customers based on their respective risk postures.

Backup, Recovery and Disaster Recovery. Our backup, recovery and disaster recovery solutions are designed to help our MSP partners:

•provide their customers with continuous backup and high-speed recovery of multiple types of data and systems, including servers, workstations and critical business documents;

•back up and restore critical SaaS applications;

•optimize data transfers to and from the cloud with the option to designate a preferred storage location in one of our available data centers in 17 countries and allow for protection of data across workstations, servers and networks from a single platform; and

•deliver these services to their customers without the need for them to purchase hardware.

Endpoint Protection. We have two approaches to endpoint security: a traditional antivirus-based approach, which includes full disk encryption, and a next-generation endpoint detection and response offering, which enables attack prevention and simple rollback. Our endpoint detection and response solution helps our MSP partners to prevent, detect and respond to ever-changing cyber-threats, as well as recover quickly when ransomware or other attacks occur. This solution is designed to enable our MSP partners to:

•protect against the latest threats without waiting for recurring scans or updates to signature definitions;

•reverse the effects of an attack through remediation and rollback to restore endpoints to their pre-attack state and minimize customer downtime; and

•view summaries or detailed information about threats from the centralized dashboard of our platform.

Patch Management. We offer a flexible cloud-based patch management solution, which enables our MSP partners to:

•easily update systems, applications and devices to help ensure connected endpoints are in compliance with up-to-date security protocols; and

•provide flexible options for automated, scheduled or manual deployment of patches based on a number of criteria, including severity of vulnerability and customer service level.

Web Protection and Content Filtering. Our web protection and content filtering solution allows our MSP partners to set content-filtering policies, website access controls and time and content-based browsing policies to help keep workforces secure and productive. This solution allows our MSP partners to:

•block device users from visiting suspected and confirmed unsafe sites;

•establish allow and block lists to override category-based filters; and

•filter Internet activity by day, category and URL to reveal trends, spikes and irregularities.

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Mail Protection and Archiving. Our e-mail security solutions leverage external threat feeds and internal data based on the millions of emails we process daily in order to help our solution identify attacks and secure our MSP partners’ and their customers’ email systems. Our solutions are designed to secure emails by providing our MSP partners with:

•a web-based dashboard to enable customers to continue sending and receiving email if their primary email service has an outage;

•an email archive to store and retrieve email; and

•additional protection against spam, malware, ransomware and other email-borne threats based on data collected from our MSP partners and their customers around the world.

Risk Intelligence. Our risk intelligence solution is designed to provide our MSP partners with additional security capabilities through:

•scans across networks for sensitive data, such as credit card numbers, bank statements, invoices, pay stubs and tax returns;

•scans for other security issues, such as unpatched vulnerabilities and accounts with inappropriate access permissions; and

•organized reports that allow our MSP partners to prioritize their security efforts.

Business Management. Our business management solutions include professional services automation, automation and scripting management, password management policies and reporting and analytics. Our MSP partners use our business management solutions to manage their own IT and business environments and to service their customers. Our solutions integrate with third-party professional services automation tools, IT service management products and other key technologies utilized by MSPs.

Professional Services Automation and Ticketing. Our professional services automation and ticketing system can be used by our MSP partners to manage their businesses in the following ways:

•organize their workforces by routing tickets and scheduling technical support personnel;

•share knowledge throughout their organizations by archiving customer contact and password information, process and task knowledge and ticket history;

•increase visibility and transparency with customer, ticket and technical support dashboards; and

•streamline the billing process with flexible billing based on their customers’ needs.

Password and Documentation Management. Our password and documentation management offering provides a simple, yet secure, solution tailored to the operations of our MSP partners. This solution helps our MSP partners:

•access their customer environments with granular role-based permissions and a full audit trail leveraging our centralized and secure password repository;

•standardize service delivery and expedite issues by making essential documentation easily accessible through a fully integrated tool; and

•conduct mobile password resets, which enables end-users to reset their own passwords at any time, without MSP support.

Desktop Management. Our desktop management solution enables MSPs to remotely:

•work on issues and communicate with their customers while a customer’s device is in use; and

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•troubleshoot and proactively address customer endpoint and network issues without disruption to the customer’s operations.

Technology

Key features of our platform include:

Extensibility. Our flexible platform allows users to easily extend the built-in functionality with deep integrations to create custom monitoring capabilities in conjunction with a broad range of third-party tools. We built our platform to be extensible through an Ecosystem Framework to enable rapid integration with a broad universe of third-party technologies. We leverage this framework across our Technology Alliance Program and integrated solution partnerships described below, allowing us to create integrations that deliver embedded user interface experiences. Our Ecosystem Framework enhances our ability to deliver a single point of management across the myriad of solutions, tools and other technologies that MSPs use to manage their customers’ environments. This enables our MSP partners to have deep visibility into their SME customers’ environments and access to enterprise-grade technology while also allowing us to quickly add integrations to efficiently deliver new monitoring capabilities to our MSP partners.

Multi-tenancy. Our multi-tenant platform allows our MSP partners to efficiently manage multiple customers and sites across cloud, on-premises and hybrid cloud environments from a single pane of glass. Our multi-tenancy extends beyond our MSP partners and is able to power seamless integration with key distributors. Our multi-tenant architecture also enables our global distributors to effectively deliver our solutions to a broad set of customers from a single instance of our platform.

Automation. Our platform features over 100 out-of-the-box policies to automate common tasks and for resolution of frequently occurring issues, enabling our MSP partners to focus on higher value activities. Our no code visual workflow builder and over 600 design elements make it possible for technical and non-technical personnel at our MSP partners to create and customize powerful automated processes for both proactive and reactive workflows. Our MSP partners can easily manage automation policies and track change configurations via detailed reporting within our platform.

Unified agent management. MSPs utilize software agents to collect data and facilitate connections to their customers’ endpoints. It can be time-consuming and burdensome to deploy and update these agents, particularly in a distributed or mobile workforce. We have a unified agent management system that helps our MSP partners deploy agent capabilities and update new features across multiple customer environments. Our approach to agent management is designed to make deploying new software and services fast and easy for our MSP partners.

Security. We have invested heavily to ensure that we are building solutions in a secure manner. Our Secure Software Development Lifecycle is a continuously improving process. We regularly conduct penetration tests on our solutions with third parties and work with customers who conduct them as part of their evaluation cycles. As a part of our rigorous security procedures, we continuously evaluate our solutions with dynamic and static analysis tools and address material identified vulnerability issues. All of this is augmented by a formal Incident Response procedure to help ensure incoming incidents are appropriately triaged, escalated and remediated or mitigated. We also meet a broad range of security compliance standards, which vary depending on solution and data center, including HIPAA, ISO 27001, ISO 9001, NIST 800-53, PCI DSS, SOC 1 Type II and SOC 2 Type II.

Common user interface and user experience model. Our platform has been purpose-built to provide a consistent, intuitive and easy to use experience for our MSP partners. We are constantly improving the ease with which our MSP partners can engage with our platform to ensure they can efficiently deploy our solutions and accomplish their business goals.

Global footprint. We operate a global, multi-cloud architecture in order to deliver the best customer experience across both speed and customer choice regarding data sovereignty. We operate our workloads out of a mix of private data centers, AWS and Azure. This global reach enables us to deliver extensive choice to partners who have various data storage requirements.

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Strategic Technology Partnerships

We designed our platform and solutions to be highly extensible which has allowed us to develop a vast technology partner ecosystem. We have three ways to deliver solutions from our strategic technology partners to our MSP partners: 

Technology Alliance Program. Through our Technology Alliance Program, we enable third-party technology or software vendors to integrate with our platform to streamline workflows and share data. When a vendor joins the program, the relationship is formalized via a marketing agreement which sets expectations for joint marketing efforts such as webinars for our MSP partners. Once accepted to the program, these strategic partners have access to integration resources such as API documentation, as well as support and guidance from our product management team.

Integrated solution partnerships. These strategic partnerships allow us to embed best-of-breed third-party offerings directly into our platform and enable our MSP partners to sell these solutions to their customers. Through our integrated solution partnerships, we manage joint roadmap integration, full go-to-market launch, and commercialization, thereby providing a greater breadth of offerings to address the various needs of our MSP partners.

Large enterprise technology vendors. We have partnerships with large enterprise technology vendors, which we believe validates our strategic differentiation in the MSP market. Through these strategic partnerships and our multi-tenant architecture, we are able to offer our MSP partners a unified platform that includes offerings from these vendors such as integration with Microsoft Intune, deep support for Mac, and robust monitoring for cloud services such as Meraki. These strategic partnerships expand the surface area of the devices that our MSP partners can manage and secure.

Our MSP Partners

We are a leading global provider of software solutions for MSPs, enabling them to power digital transformation and growth within SMEs. These MSP partners deploy, manage, and secure the IT environments of their SME customers around the world. Our MSP partners purchase our solutions on a subscription basis to power managed services sold to their customers or for their own internal business management.

Our MSP partners range in scale from IT firms with one or two technicians to large IT service providers with thousands of employees. They also range in geographical distribution, including some focused on local or regional customers and others with multi-national presences. Some of our MSP partners deploy multiple solutions on our platform across their entire customer base while others use our platform to service only a portion of their customers. Our MSP partners’ customers generally have fewer than 1,000 employees and span a wide range of industry verticals, including financial services, healthcare, professional services, education and manufacturing.

As of March 31, 2021 and December 31, 2020, we had a large base of more than 25,000 MSP partners serving over 500,000 SMEs globally. We count MSP partners as active subscribers to one or more of our solutions at the end of the measurement period. Our revenue is highly diversified across our entire MSP partner base, with no single partner making up more than 1% of our ARR in the period ending March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021 and December 31, 2020, we had 1,511 and 1,473 MSP partners with ARR over $50,000, respectively.

Marketing, Sales, Partner Success and Support

Our marketing, sales and partner success organizations serve as the engine that powers our multi-dimensional land and expand go-to-market strategy. Through a combination of leading targeted marketing content, free trials and business development efforts, we cultivate a high volume of qualified opportunities that are passed on to dedicated insides sales teams to convert into partners. Additionally, our inside sales team leverages our marketing content to generate their own qualified opportunities to increase product penetration into our existing base.

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We segment our sales and marketing strategies by the needs of prospective MSPs and existing partners based on the stage of their respective business lifecycle. After we add an MSP partner, our partner success program is designed to help them better manage their own businesses, offer services enabled by our platform and expand their customer bases and usage of our solutions.

Marketing

Our marketing efforts are grounded in deep industry expertise and are designed to generate high quality opportunities for our sales organization. We deploy a highly flexible and analytics-driven direct marketing approach through broad use of digital marketing techniques including search engine optimization, paid search, social media marketing, virtual events, targeted email campaigns, localized websites, free resources and content marketing, display advertising, affinity groups and webinars.

We target our marketing efforts through a segment specific approach. For potential MSP partners that have less complex IT needs, we typically deploy a low-cost, low-touch strategy. For potential MSP partners that have more complex IT needs, we leverage a cost-efficient, account-based marketing model to target and educate them. Internationally, we partner with our global network of distributors to drive a localized marketing strategy.

In addition, we engage existing and prospective MSP partners through ongoing partner success and community-based initiatives. As part of our partner success initiatives, our marketing efforts are designed to educate MSPs about the features of both the service offerings that they currently use and service offerings that they do not use, as well as how our solutions can help them grow their businesses. Leveraging our deep industry expertise, we provide a range of community-based resources for our MSP partners including peer-to-peer webinars, online and in-person events, and content resources that are designed to help them better realize the value of our platform.

Sales

We deploy a highly effective and disciplined approach to sales that has foundations in the “selling from the inside” culture we cultivated as part of SolarWinds. This approach is rooted in having our sales organization selling online or over the phone, using a structured approach to managing opportunities, and adhering to standardized pricing and contract terms. Our sales team handles MSP partner accounts of all sizes and across geographies through our selling from the inside approach.

Our sales organization is organized by our key solution categories as well as by geographic region. Our dedicated sales teams receive high-quality opportunities from our marketing and business development motions to engage with prospects, supporting our multi-dimensional land motion. This is further powered by our low-friction, free-trial approach that allows prospective MSP partners to trial a fully functional version of our platform. When these prospective partners realize the value of our platform, they can then purchase solutions on our platform at the size and level of functionality appropriate for their and their customers’ IT environments.

Furthermore, our combined efforts across marketing, partner success and sales motions drive high-quality opportunities from our existing customer base that advances our expand go-to-market strategy. This approach allows us to cross-sell and expand product penetration within our existing MSP partner base. We adhere to a disciplined, data-driven approach to converting opportunities quickly and efficiently based on our understanding of the prospect or existing partner’s specific product demands and the inflection points in the selling process.

We also sell our software through distributors to supplement our direct sales force, primarily in non-English speaking regions, as well as to initiate and fulfill sales orders from MSPs that prefer to make purchases through a specific distributor. Our localized channel strategy in international markets allows us to offer in-market solutions, sales, marketing and support in the local language. Our base of channel distributors proactively create demand for our solutions and bring new opportunities and MSPs to us. We are also able to flexibly deploy a hybrid approach in which our sales specialists work alongside our distributors when targeting and landing higher value transactions within these local markets.

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Partner Success

We provide numerous partner success initiatives that help MSPs leverage our platform to expand their customer bases and service offerings and become more efficient business operators. Our partner success teams are categorized into onboarding, post-sales engineering, and partner success management. These cross-functional teams collectively educate our MSP partners on how to properly configure and use our platform and solutions for their individualized use cases and how to build successful businesses on our platform.

Through our Customer Success Center, our MSP partners have access to a range of educational resources such as the MSP Institute, Head Nerds, and community-based knowledge. Our MSP Institute provides training, tips, and playbooks across business, sales, marketing, and technical tracks from experts and industry leaders, and has already celebrated more than 45,000 course completions since its launch in 2018. Our Head Nerds program, launched in February 2020, delivers training, resources, and consultative sessions to help MSPs understand and optimize their businesses for the most important growth areas including security, backup, automation, and operations. Since its launch, our Head Nerds program has hosted over 70 boot camps with over 8,000 attendees.

We utilize our deep partner community as a valuable source of information exchange. Through moderated forums, peer councils, expert series and industry expert blogs, our MSP partners learn best practices about how to create and sell services, protect their customers and stay ahead in the rapidly evolving managed services space.

Support

Our experienced and localized support teams provide our MSP partners with 24x7x365 technical support for our platform and solutions.

Research and development

Our research and development organization is primarily responsible for the architecture, design, development, testing and deployment of new solutions and improvements to existing solutions, with a focus on ensuring that our platform is fully integrated and extensible.

We have designed our software development process to be responsive to the needs of our MSP partners, cost efficient and agile. We work closely with our MSP partners throughout the development process to build solutions that address the problems our MSP partners and their customers face. We regularly have a subset of our partners participate in processes to validate that our solutions and features are what they are looking for to improve their operations and address their most pressing demands.

We have built a development organization that allows us to add new features and enhance our platform quickly and efficiently. Our global development model allows us to source from a large talent pool by participating in multiple labor markets. We utilize small scrum teams that follow standard practices to build and test their code and foster continuous improvement. We share our development values across our offices and aim to assign meaningful design and development work to our international locations.

Competition

We compete in a large and fragmented industry with several vendors that provide technologies used by MSPs and other IT service providers to service SMEs. We compete with vendors in the following categories:

•MSP pure-play: Vendors focused on the MSP market which provide broad, integrated solutions that include monitoring and management, data protection, business management tools and security offerings. Examples of such vendors are Datto and Kaseya.

•Niche or domain-specific: Small to large enterprise vendors that provide solutions focused on a particular service that may be sold by MSPs, such as network monitoring, systems management, email security, remote access and support and data protection. Examples of such vendors are Auvik, Mimecast and Veeam.

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We believe the principal competitive factors in our market include:

•breadth and extensibility of features and functionality;

•focus on and alignment with both MSP and SME success;

•scalability, performance and reliability of our platform and solutions;

•ability to solve the technical and business problems of MSPs and customers of all sizes and complexities;

•flexibility of deployment models, whether public or private cloud, on-premises or in a hybrid environment;

•continued innovation to keep pace with evolving technology requirements and the changing needs of the SME market;

•ease of use and deployment;

•brand awareness and reputation among MSPs, their technicians and other IT professionals;

•total cost of ownership and alignment of cost with business objectives and needs of the MSP and SME markets; and

•effectiveness of sales and marketing efforts.

We believe that we compete favorably on these factors.

Our People

As part of the separation, we intend to enter into an agreement with SolarWinds with respect to employee matters. This agreement, together with the documents and agreements by which the internal re-organization will be effected, will provide for the allocation between SolarWinds and us of SolarWinds’ employees and related obligations and will govern the relationship of employees between SolarWinds and us after the separation. For additional information regarding the employee matters agreement and other transaction agreements, see the section entitled “Certain Relationships and Related Party Transactions—Agreements with SolarWinds.”

We are a global software company. As of March 31, 2021, we had 1,268 employees fully dedicated to our business, of which 289 were employed in the United States and 979 were employed outside of the United States. Of these employees, 99% were employed full time. We strive to be a people-centric company and believe we have a positive relationship with our employees, which we continue to nurture and develop. We are not party to any collective bargaining agreements.

Our success is the result of our talented, experienced and high performing employees across our organization, including functions such as research and development, sales and marketing, partner success and general and administrative.

As a global company, we have the distinct advantage of employing talented and diverse individuals across different ethnicities, genders, races, religions, sexual orientations and generations, all supported by a culture of innovation and inclusion. Our culture of collaboration enables us to deliver strong financial performance and build lasting relationships with our communities around the world.

We believe the combination of our relationship with our employees, strength of our software platform, alignment with our MSP partners and business model differentiates us in the market. Our ability to achieve our goals has always been, and continues to be, a result of the strong values and tremendous passion of our people. We continue to invest heavily in attracting top talent, training and development initiatives and motivating and retaining high potential employees.

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Intellectual Property

As part of the separation, we intend to enter into an agreement with SolarWinds respecting intellectual property matters. This agreement, together with the documents and agreements by which the internal reorganization will be effected, will provide for the allocation between SolarWinds and us of SolarWinds’ intellectual property assets and related obligations and will govern the relationships between SolarWinds and us after the separation.

We rely on a combination of patent, copyright, trademark, trade dress and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection. As of March 31, 2021, we owned five issued U.S. patents and one issued foreign patent, with expiration dates ranging from February 22, 2033 to July 12, 2034. N‑able may consider filing patent applications in the future, and we cannot guarantee that patents will be issued with respect to the current patent applications in a manner that gives us the protection that we seek or at all. Our patents and any future patents issued to us may be challenged, invalidated or circumvented and may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers.

We endeavor to enter into confidentiality and invention assignment agreements with our employees and contractors and with parties with which we do business in order to limit access to and disclosure of, and safeguard our ownership of, our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive with ours or that infringe our intellectual property rights, and policing unauthorized use of our technology and intellectual property rights can be difficult. The enforcement of our intellectual property rights also depends on any legal actions against these infringers being successful, but these actions may not be successful, even when our rights have been infringed.

Furthermore, effective patent, trademark, trade dress, copyright and trade secret protection may not be available in every country in which our solutions are available or where we have operations. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving.

Facilities

SolarWinds leases its offices and does not own any real estate. As part of the separation, we intend to enter into an agreement with SolarWinds respecting real estate matters. This agreement, together with the documents and agreements by which the internal reorganization will be effected, will provide for the allocation between SolarWinds and us of SolarWinds’ real estate leases and will govern the relationships between SolarWinds and us after the separation. We expect our corporate headquarters will be located in the greater Boston, Massachusetts metropolitan area and we anticipate leasing office space domestically and internationally in various locations for our operations.

We believe the facilities that we will lease following the separation will be adequate for the foreseeable future. If we require additional or substitute space, we believe that we will be able to obtain such space on acceptable, commercially reasonable terms.

Legal Proceedings

From time to time, we have been and may be involved in various legal proceedings and claims arising in our ordinary course of business. At this time, neither we nor any of our subsidiaries is a party to, and none of our respective property is the subject of, any legal proceeding that, if determined adversely to us, would have a material adverse effect on us.

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Management

Executive Officers

While some of the individuals who are expected to serve as our executive officers are currently officers and employees of SolarWinds, upon the separation, none of these individuals will continue to be employees or executive officers of SolarWinds.

The following table sets forth information, as of July 12, 2021, regarding individuals who are expected to serve as our executive officers, including their positions following the completion of the separation and distribution.

Name	Age	Position
John Pagliuca	45	President, Chief Executive Officer and Director
Tim O’Brien	35	Executive Vice President, Chief Financial Officer
Mike Adler	47	Executive Vice President, Chief Technology and Product Officer
Peter C. Anastos	59	Executive Vice President, General Counsel
Frank Colletti	47	Executive Vice President, Worldwide Sales
Kathleen Pai	38	Executive Vice President, Chief People Officer

John Pagliuca. John Pagliuca brings over 20 years of leadership experience to his role, with a significant focus in the software and SaaS industry. Mr. Pagliuca has served as the Executive Vice President and Division President, N‑able (formerly SolarWinds MSP) since January 2020. Mr. Pagliuca previously served as Executive Vice President & General Manager, N-able from January 2019 to January 2020 and Senior Vice President, General Manager, N-able from November 2016 to January 2019. Mr. Pagliuca joined N-able with the acquisition of LogicNow in May 2016, where he served as Chief Financial Officer from July 2015 to November 2016 and Vice President of Finance and Operations from February 2013 to July 2015. Prior to joining LogicNow, he served as the Vice President of Finance and Operations at Airvana. He holds a B.S. in Accounting from Babson College. Our board of directors believes that Mr. Pagliuca’s financial and business expertise, his extensive experience working with software and other SaaS companies and his daily insight into corporate matters as our principal executive officer make him well-qualified to serve as a director.

Tim O’Brien. Tim O’Brien has served as Divisional Chief Financial Officer, N-able (formerly SolarWinds MSP) since April 2020. Mr. O’Brien previously served as Vice President, Finance and Operations, N-able from May 2016 to April 2020. Mr. O’Brien joined SolarWinds with its acquisition of LogicNow in May 2016, where he served as Director, Finance and Operations. Prior to joining LogicNow, Mr. O’Brien held roles at Airvana and Teradyne. Mr. O’Brien holds a B.S. in Finance from Fairfield University.

Mike Adler. Mike Adler has served as Executive Vice President, Chief Technology and Product Officer, N-able (formerly SolarWinds MSP) since March 2021. Mr. Adler previously served as Chief Product Officer at RSA Security, a computer and network security company, from September 2020 to March 2021. Previously, he served as Vice President, Product at RSA Security from January 2016 to September 2020. Prior to joining RSA Security, Mr. Adler held roles at Constant Contact, Symantec, IMlogic and Switchboard, Inc. Mr. Adler holds an M.B.A. from Boston College and a B.S. in Math/Computer Science from Carnegie Mellon University.

Peter C. Anastos. Peter Anastos has served as Executive Vice President, General Counsel, N-able (formerly SolarWinds MSP) since March 2021. Mr. Anastos previously served as General Counsel of Access Information Management, an information management company, from November 2017 to March 2021. Previously, he served as Senior Vice President, General Counsel of Cynosure from June 2014 to July 2017. Mr. Anastos holds an A.B. in Government from Dartmouth College and a J.D. from Boston University School of Law.

Frank Colletti. Frank Colletti has served as Executive Vice President, Worldwide Sales, N-able (formerly SolarWinds MSP) since April 2020. Mr. Colletti previously served as Group Vice President, Worldwide Sales, N‑able beginning in August 2017 and as Vice President Sales, N-able from September 2013 to August 2017. Mr.

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Colletti previously held roles at N-able Technologies prior to its acquisition by SolarWinds in 2013 and Solidum. Mr. Colletti holds a B.B.A. from the University of Ottawa.

Kathleen Pai. Kathleen Pai has served as Executive Vice President, Chief People Officer, SolarWinds since March 2021. She previously served as Senior Vice President, Chief People Officer, SolarWinds beginning in January 2020. Prior to joining SolarWinds, Ms. Pai served as Vice President, People at Ultimate Software, an HR software solutions and payroll company, from October 2016 until January 2020. Prior to joining Ultimate Software, Ms. Pai held roles at Carnival Cruise Line, Citrix Systems and Lockheed Martin. Ms. Pai holds a M.B.A. from the University of Massachusetts – Amherst and a B.S. in Public Relations from the University of Florida.

Board of Directors

The following table sets forth information, as of July 12, 2021, regarding individuals who are expected to serve as N-able’s directors following the completion of the distribution and until their respective successors are duly elected and qualified.

Name	Age	Position
Mike Bingle	49	Class II Director
William Bock	70	Chairperson, Class I Director
Michael Hoffmann	35	Class III Director
Darryl Lewis	56	Class II Director
Cam McMartin	64	Class II Director
Kristin Nimsger	48	Class I Director
John Pagliuca	45	President, Chief Executive Officer and Class I Director
Michael Widmann	33	Class III Director

The following is a brief biography of each of N-able’s non-employee directors.

Mike Bingle. Mike Bingle served on the board of directors of SolarWinds since February 2016 but did not stand for reelection to the SolarWinds board of directors at the SolarWinds 2021 Annual Meeting of Stockholders. Mr. Bingle is currently Vice Chairman of Silver Lake, which he joined in 2000. Prior to joining Silver Lake, Mr. Bingle was a principal at Apollo Management, L.P. Prior to Apollo, he worked in the Investment Banking Division of Goldman, Sachs & Co. Mr. Bingle serves on the boards of directors of SolarWinds, Blackhawk Network Holdings, Inc., Fanatics, Inc., and Social Finance, Inc. (SoFi). He also serves on the Board of Visitors of Duke University’s School of Engineering, as a trustee of Brunswick School and as a member of the Council on Foreign Relations. Previously, Mr. Bingle was a director of Ameritrade Holding Corp., Ancestry.com LLC, Credit Karma, Inc., Datek Online Holdings, Inc., Gartner, Inc., Gerson Lehrman Group, Inc., Interactive Data Corporation, IPC Systems, Inc., Instinet, Inc., Mercury Payment Systems and Virtu Financial, Inc. Mr. Bingle received a B.S.E. in Biomedical Engineering from Duke University. Our board of directors believes that Mr. Bingle’s board and industry experience and overall knowledge of our business qualify him to serve as a director.

William Bock. William Bock has served on the board of directors of SolarWinds since October 2018. Mr. Bock has served as a board director and advisor for a number of technology companies since his retirement from Silicon Laboratories Inc., or Silicon Labs, (NASDAQ: SLAB) in 2016. Mr. Bock previously served as President of Silicon Labs from 2013 to 2016 and as Chief Financial Officer and Senior Vice President of Silicon Labs from 2006 to 2011. From 2001 to 2006, Mr. Bock participated in the venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career, Mr. Bock held senior executive positions with three venture-backed companies, Dazel Corporation, Tivoli Systems and Convex Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bock currently serves on the board of directors of SolarWinds, Silicon Labs and is Board Chairman of SailPoint Technologies (NYSE: SAIL). He previously served on the board of directors of Convio (NASDAQ: CNVO), Entropic Communications (NASDAQ: ENTR) and Borderfree, Inc. (NASDAQ: BRDR). Mr. Bock also serves on the boards of directors of several private technology companies. Mr. Bock holds a

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B.S. in computer science from Iowa State University and a M.S. in industrial administration from Carnegie Mellon University. Our board of directors believes that Mr. Bock’s extensive board and industry experience and overall knowledge of our business qualify him to serve as a director.

Michael Hoffmann. Michael Hoffmann has served on the board of directors of SolarWinds since October 2018. Mr. Hoffmann has served as a Principal at Thoma Bravo since January 2018 and joined Thoma Bravo as a Vice President in August 2014. Mr. Hoffmann was previously an associate with the private equity firm Providence Equity Partners from 2010 to 2012. Prior to Providence Equity Partners, Mr. Hoffmann was an investment banking analyst with Citigroup Global Markets Inc. from 2008 to 2010. Mr. Hoffmann received his M.B.A. from the Stanford Graduate School of Business and graduated with an A.B. in Economics from Harvard University. Mr. Hoffmann currently serves on the board of directors of SolarWinds and several software and technology services companies in which certain investment funds advised by Thoma Bravo hold an investment, including ConnectWise, LLC, Empirix, Inc. and Riverbed Technology, Inc. Our board of directors believes that Mr. Hoffmann’s industry experience and overall knowledge of our business qualify him to serve as a director.

Darryl Lewis. Darryl Lewis is currently an Operating Partner at Banneker Partners. Mr. Lewis previously served as the Chief Technology Officer for STATS, a Vista Equity Partners portfolio company, from June 2015 to June 2017. Prior to STATS, he was the Managing Director of Product & Technology for Vista Equity Partners from June 2013 to June 2015, where he led technology due diligence and portfolio-wide value creation, collaborating closely with management teams across Vista’s entire portfolio. Earlier in his career, Mr. Lewis held a number of management positions at Microsoft Corporation across multiple products and divisions. Mr. Lewis holds a B.S. in Computer Science from the University of Wisconsin. Our board of directors believes that Mr. Lewis’s industry experience and overall knowledge of our business qualify him to serve as a director.

Cam McMartin. Cam McMartin currently serves as a board member and a company and fund advisor of Thoma Bravo Advantage. Mr. McMartin served as the Chief Operating Officer of SailPoint Technologies Holdings, Inc. (NYSE: SAIL) from May 2019 to December 2019 and as its Chief Financial Officer from 2011 to May 2019. Mr. McMartin formerly served as Managing Director and Chief Financial Officer for CenterPoint Ventures, a $425 million venture capital group. Before CenterPoint Ventures, Mr. McMartin held senior financial and operating positions with a number of corporations, including Senior VP, Operations at Dazel, Member, Office of the Chief Executive and Chief Financial Officer of DataCard, and Chief Financial Officer at Convex Computer (NYSE: CNX). Mr. McMartin holds a B.A. in Business Administration from Trinity University and an M.B.A. from the University of Michigan. Our board of directors believes that Mr. McMartin’s extensive industry experience, along with his financial and cybersecurity expertise, qualify him to serve as a director.

Kristin Nimsger. Kristin Nimsger has served as an Operating Partner of Thoma Bravo since December 2020. Ms. Nimsger has previously served as Senior Advisor, Private Equity to Vista Equity Partners. Ms. Nimsger has also previously served as the Chief Executive Officer of Social Solutions Global as well as the Chief Executive Officer of MicroEdge, which was sold to publicly traded Blackbaud (Nasdaq: BLKB) in 2014. Prior to joining MicroEdge, Ms. Nimsger served as President of Kroll Ontrack and as General Manager of the litigation software division of Thomson Reuters (NYSE: TRI). Ms. Nimsger has a B.A. from the University of Minnesota, a J.D. from William Mitchell College of Law, and a Certificate in Management and Leadership from MIT Sloan School of Management. Our board of directors believes that Ms. Nimsger’s industry experience and overall knowledge of our business qualify her to serve as a director.

Michael Widmann. Michael Widmann has served on the board of directors of SolarWinds since February 2020. Mr. Widmann is currently a Director of Silver Lake, which he joined in 2011. Previously, he worked in the Technology Investment Banking Group at Credit Suisse. He currently serves on the board of directors of SolarWinds and TEG Pty Ltd. Mr. Widmann received a B.A. in Economics from Claremont McKenna College. Our board of directors believes that Mr. Widmann’s industry experience and overall knowledge of our business qualify him to serve as a director.

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Status As a Controlled Company

Because the Sponsors will initially own approximately 122,971,283 shares of our common stock, representing approximately 68.8% of the voting power, immediately following the completion of the separation and distribution, we will be a controlled company within the meaning of the corporate governance standards of the NYSE. A controlled company does not need its board of directors to have a majority of independent directors or to form an independent compensation committee or nominating and corporate governance committee. As a controlled company, we will remain subject to the rules of the Sarbanes-Oxley Act and the NYSE, which require us to have an audit committee composed entirely of independent directors. Under these rules, assuming a three-member audit committee, we must have at least one independent director on our audit committee by the date our common stock is listed on the NYSE, at least two independent directors on our audit committee within 90 days of the effective date of the registration statement of which this information statement is a part, and at least three independent directors on our audit committee within one year of the effective date of the registration statement. We expect to have six independent directors upon the completion of the separation and distribution.

If at any time we cease to be a controlled company, we will take all action necessary to comply with the Sarbanes-Oxley Act and the corporate governance standards of the NYSE, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to permitted “phase-in” periods.

Code of Business Conduct and Ethics

Our board of directors will adopt a code of business conduct and ethics for all employees, including our Chief Executive Officer and President, Chief Financial Officer and other executive and senior financial officers. The code of business ethics and conduct will be available on the investor relations portion of our website at www.n-able.com. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.

Composition of the Board of Directors

Our business and affairs are managed under the direction of our board of directors. We expect our board of directors will consist of eight persons immediately following the completion of the distribution, seven of whom will qualify as “independent” under the listing standards of the NYSE.

In connection with the distribution, we will enter into a stockholders’ agreement with the Sponsors to be effective as of immediately prior to the consummation of the distribution. After the consummation of the distribution, the number of directors will be fixed by our board of directors, subject to the terms of our restated charter and restated bylaws that will become effective immediately prior to the completion of the distribution and to the stockholders’ agreement. Pursuant to the terms of the stockholders’ agreement, the Sponsors will be entitled to nominate members of our board of directors as follows:

•so long as the Silver Lake Funds own, in the aggregate, (i) at least 20% of the aggregate number of outstanding shares of our common stock immediately following the consummation of the distribution, affiliates of Silver Lake will be entitled to nominate three directors, (ii) less than 20% but at least 10% of the aggregate number of outstanding shares of our common stock immediately following the consummation of the distribution, affiliates of Silver Lake will be entitled to nominate two directors, and (iii) less than 10% but at least 5% of the aggregate number of outstanding shares of our common stock immediately following the consummation of the distribution, affiliates of Silver Lake will be entitled to nominate one director; and

•so long as the Thoma Bravo Funds and their co-investors own, in the aggregate, (i) at least 20% of the aggregate number of outstanding shares of our common stock immediately following the consummation of the distribution, affiliates of Thoma Bravo will be entitled to nominate three directors, (ii) less than 20% but at least 10% of the aggregate number of outstanding shares of our common stock immediately following

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the consummation of the distribution, affiliates of Thoma Bravo will be entitled to nominate two directors, and (iii) less than 10% but at least 5% of the aggregate number of outstanding shares of our common stock immediately following the consummation of the distribution, affiliates of Thoma Bravo will be entitled to nominate one director.

Notwithstanding the foregoing, the Silver Lake Funds and the Thoma Bravo Funds will each be entitled to nominate three directors only if the total number of directors (inclusive of the number of directors nominated by the Silver Lake Funds and the Thoma Bravo Funds) exceeds seven directors.

Directors nominated by the Silver Lake Funds and Thoma Bravo Funds under the stockholders’ agreement are referred to in this information statement as the “Silver Lake Directors” and the “Thoma Bravo Directors,” respectively. The initial Silver Lake Director nominees are Messrs. Bingle and Widmann and the initial Thoma Bravo Director nominees are Mr. Hoffmann and Ms. Nimsger.

The Sponsors will agree to vote their shares in favor of the directors nominated as set forth above. Each of our current directors will continue to serve as a director until the election and qualification of his successor, or until his earlier death, resignation or removal.

Classified Board

At the completion of the distribution, our board of directors will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2021, 2022 and 2023, respectively. Messrs. Bock and Pagliuca and Ms. Nimsger will be assigned to Class I, Messrs. Bingle, Lewis and McMartin will be assigned to Class II, and Messrs. Hoffmann and Widmann will be assigned to Class III. At each annual meeting of stockholders held after the initial classification, directors will be elected to succeed the class of directors whose terms have expired. This classification of our board of directors could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of our board of directors.

Director Independence

We expect that our board of directors will consist of eight members, of whom we expect seven will qualify as “independent” under the applicable rules of the NYSE.

Board Committees

Upon the completion of the distribution, our board of directors will have established an audit committee, a compensation committee and a nominating and corporate governance committee, and may have such other committees as our board of directors may establish from time to time. The composition and responsibilities of each of the committees of our board of directors is described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Pursuant to the terms of the stockholders’ agreement, any new committees of our board of directors will include at least one Silver Lake Director and at least one Thoma Bravo Director, as long as each of Silver Lake and Thoma Bravo is still then entitled to nominate at least one director, respectively, and such additional members as determined by our board of directors, with exceptions for requirements of law and stock exchange rules.

Audit Committee

We anticipate that following the completion of the distribution, our audit committee will consist of Messrs. Bock, Lewis and McMartin. Our board of directors has determined that each member of the audit committee satisfies the requirements for independence under the applicable rules and regulations of the SEC and listing standards of the NYSE, and each member of the audit committee satisfies the requirements for financial literacy under the applicable rules and regulations of the SEC and listing standards of the NYSE. We plan to rely on the applicable phase-in period to satisfy the requirement of the NYSE that our audit committee have at least three independent directors within one year of the effective date of the registration statement of which this information

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statement is a part. We anticipate that following the completion of the distribution, Mr. McMartin will serve as the chair of our audit committee. Mr. McMartin qualifies as an “audit committee financial expert” as defined in the rules of the SEC and satisfies the financial expertise requirements under the listing standards of the NYSE. Following the completion of the distribution, our audit committee will, among other things, be responsible for:

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•helping to ensure the independence and performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

•establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•considering the adequacy of our internal controls and internal audit function;

•reviewing our policies on risk assessment and risk management;

•reviewing material related-party transactions or those that require disclosure; and

•approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

We anticipate that following the completion of the distribution, our compensation committee will consist of Messrs. Bock, Hoffmann and Widmann. We anticipate that following the completion of the distribution, Mr. Bock will serve as the chair of our compensation committee. Because we will be a controlled company under the Sarbanes-Oxley Act and the rules of the NYSE, as of the completion of the distribution, we will not be required to have a compensation committee composed entirely of independent directors, as of the completion of the distribution.

Following the completion of the distribution, our compensation committee will, among other things, be responsible for:

•reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

•reviewing and recommending to our board of directors the compensation of our directors;

•reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;

•administering our stock and equity incentive plans;

•reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and

•reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

We anticipate that following the completion of the distribution, our nominating and corporate governance committee will consist of Messrs. Bingle and McMartin and Ms. Nimsger. We anticipate that following the completion of the distribution, Mr. Bingle will serve as the chair of our nominating and corporate governance committee. Because we will be a controlled company under the Sarbanes-Oxley Act and rules of the NYSE, as of

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the completion of the distribution, we will not be required to have a nominating and corporate governance committee composed entirely of independent directors, as of the completion of the distribution.

Following the completion of the distribution, our nominating and corporate governance committee will, among other things, be responsible for:

•identifying and recommending candidates for membership on our board of directors, in accordance with the terms and requirements of the stockholders’ agreement;

•reviewing and recommending our corporate governance guidelines and policies;

•reviewing proposed waivers of the code of business conduct and ethics for directors and executive officers;

•overseeing the process of evaluating the performance of our board of directors; and assisting our board of directors on corporate governance matters.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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Executive Compensation

We currently operate as a business unit of SolarWinds and not as an independent company, and our compensation committee is not expected to begin meeting until after the completion of the separation and distribution. As a result, SolarWinds has determined the compensation of those individuals who are expected to be designated as our executive officers, and will continue to do so until the completion of the separation and distribution. In compliance with SEC rules, the information included in this section is historical. We may implement changes to our executive compensation policies and programs in connection with or following the separation.

Summary Compensation Table

The following table presents compensation information for fiscal 2020 paid to or accrued for our principal executive officer and our two other most highly compensated persons serving as executive officers as of the end of fiscal 2020. We refer to these executive officers as our “named executive officers” for fiscal 2020.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Nonequity  Incentive Plan Compensation ($)(1)	Stock Awards ($)	All Other Compensation ($)(2)	Total ($)
John Pagliuca	2020	420,000	—	336,000	5,919,963(3)	11,400	6,687,363
Chief Executive Officer
Frank Colletti(4)	2020	220,721	—	226,094	1,497,616(3)	—	1,944,431
Group Vice President, Worldwide Sales
Kathleen Pai	2020	370,740	270,000(5)	—	3,828,811(6)	211,400(7)	4,680,951
Chief People Officer

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(1)The amounts reported in this column represent the annual cash bonuses paid under the formulaic calculation of SolarWinds’ Bonus Plan or, in the case of Mr. Colletti, a formulaic commission plan. For a detailed discussion of these bonuses, see below under the caption “Narrative Disclosure to Summary Compensation Table— SolarWinds Bonus Plan.”

(2)Unless otherwise noted, includes employer contribution to executive officer’s 401(k) retirement plan.

(3)The amount reported in this column reflects (i) the aggregate grant date fair value of PSUs and RSUs granted in March 2020, (ii) the modification date fair value for the PSUs that were originally granted in March 2020 and subsequently modified to become RSUs in June 2020 and (iii) the modification date fair value for restricted stock awards that were modified in June 2020. The fair value of awards has been calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). For PSUs granted and modified in 2020, the amounts above were calculated based on the probable outcome of the performance conditions as of the grant date and date of modification, respectively, and represent the value of the target number of units granted, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC 718.

(4)Amounts reported for Mr. Colletti with respect to salary and nonequity incentive plan compensation are based on the average daily conversion for the calendar year ended December 31, 2020 between the Canadian Dollar and US Dollar as reported by the Bank of Canada.

(5)The amounts reported in this column represent a $45,000 bonus paid for efforts in support of the potential spin-off of N-able and a guaranteed bonus of $225,000 for 2020 as part of Ms. Pai’s compensation package when she commenced employment with SolarWinds.

(6)The amount reported in this column reflects (i) the aggregate grant date fair value of PSUs and RSUs granted in March 2020 and (ii) the modification date fair value for the PSUs that were originally granted in March 2020 and subsequently modified to become RSUs in June 2020. The fair value of awards has been calculated in accordance with FASB ASC 718. For PSUs granted and modified in 2020, the amounts above were calculated based on the probable outcome of the performance conditions as of the grant date and date of modification, respectively, and represent the value of the target number of units granted, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC 718.

(7)The amount reported in this column includes a stipend paid in consideration of Ms. Pai’s relocation to SolarWinds’ headquarters. Due to the COVID-19 pandemic, Ms. Pai has not yet relocated.

Narrative Disclosure to Summary Compensation Table

Base Salary

Each named executive officer’s base salary is a fixed component of annual compensation for performing specific job duties and functions. Historically, the SolarWinds compensation committee has established the annual base salary rate for each of the named executive officers at a level necessary to retain the individual’s services, and reviews base salaries on an annual basis in consultation with SolarWinds’ Chief Executive Officer (other than with

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respect to the Chief Executive Officer’s own salary), SolarWinds’ compensation committee and its independent compensation consultant. For fiscal 2020, Mr. Pagliuca’s base salary was $420,000, Mr. Colletti’s base salary was $220,721 and Ms. Pai’s base salary was $370,740. The compensation committee is expected to make adjustments to the base salary rates of the named executive officers upon consideration of any factors that it deems relevant, including, but not limited to, (i) any increase or decrease in the executive’s responsibilities, (ii) the executive’s individual performance, (iii) assessment of professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment, (iv) internal parity amongst other leaders in the company and (v) salaries for the comparable leadership position at similarly situated companies, as based on publicly available information or data published in nationally recognized compensation surveys.

SolarWinds Bonus Plan

SolarWinds has provided our named executive officers with an opportunity to receive non-equity incentive payments under its Bonus Plan, or bonus plan. All SolarWinds employees at the level of Group Vice President and above are eligible to participate in the bonus plan. Annual bonuses are earned through achievement of performance targets established by SolarWinds’ compensation committee, with the degree of performance achievement determining the bonus amount earned relative to the named executive officer’s target bonus amount. Participants in the bonus plan generally must be employed on the date the awards are actually paid in order to receive payment. The following description sets forth the basic framework for the calculation of bonuses under the bonus plan but the decision to pay a bonus and the amount of the bonuses paid under the plan was subject to the discretion of SolarWinds’ compensation committee.

Under the bonus plan, each named executive officer was assigned a target variable amount, either as a percentage of base salary or as a specified dollar amount. For fiscal 2020, Mr. Pagliuca’s target variable compensation under the bonus plan was 80% of salary and Ms. Pai’s target bonus amount was 60% of salary. The performance measures for Mr. Pagliuca under the bonus plan were ARR and MSP Contribution Profit, with each of the two measures weighted 75% and 25%, respectively (collectively, the “MSP Measures”) in computing the total bonus earned. MSP Contribution Profit is defined as non-GAAP revenue (as adjusted in the discretion of the compensation committee, including for constant currency, changes in pricing methodology and mergers and acquisitions) for the SolarWinds’ MSP business less directly attributable non-GAAP expenses such as support, sales and marketing, research and development and certain general and administrative costs. We define non-GAAP expenses as excluding such items as amortization of acquired intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition and other costs, spin-off exploration costs, and restructuring costs. Costs are not allocated related to indirect general and administrative costs (finance, human resources, legal and executive costs).

In addition, SolarWinds’ compensation committee established a minimum 97.5% and 96.3% threshold, respectively that must be achieved for any bonus to be earned with respect to the MSP Measures. The performance measures for Ms. Pai under the bonus plan were the sum of 70% ITOM Contribution Profit and 30% the MSP Measures described above. However, for 2020, Ms. Pai’s bonus was guaranteed as part of her compensation package. ITOM Contribution Profit is non-GAAP revenue (as adjusted in the discretion of the compensation committee, including for constant currency, changes in pricing methodology and mergers and acquisitions) for the SolarWinds’ ITOM business less directly attributable non-GAAP expenses such as support, sales and marketing, research and development and certain general and administrative costs. We define non-GAAP expenses as excluding such items as amortization of acquired intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition and other costs, spin-off exploration costs, restructuring costs and Cyber Incident costs. Costs are not allocated related to indirect general and administrative costs (finance, human resources, legal and executive costs).

For 2020, Mr. Colletti’s target variable compensation was under a commission plan. Effective January 1, 2020, Mr. Colletti’s annualized commission target was set at 275,000 CAD. This annual target was increased effective August 1, 2020 to 325,000 CAD.

The 2020 bonuses were paid following a year-end review of the applicable performance criteria. For fiscal 2020, the compensation committee of SolarWinds determined that it had exceeded the target performance levels for

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ITOM Contribution Profit, ARR and MSP Contribution Profit. The bonus amounts paid to our named executive officers derived from the Bonus Plan calculation for fiscal 2020 are reported in the Summary Compensation Table above in the “Nonequity Incentive Plan Compensation” column. The discretionary and guaranteed bonus amount paid to our named executive officers for fiscal 2020 are reported in the Summary Compensation Table above in the “Bonus” column.

SolarWinds 2018 Equity Incentive Plan

In connection with the separation, we expect to implement an equity incentive plan to align the interests of our executive officers and other employees with those of our stockholders and to promote a longer-term performance perspective and progress toward achieving our long-term strategy. SolarWinds utilizes long-term equity-based incentives granted under its 2018 Equity Incentive Plan, or 2018 Plan. In addition, equity-based awards are expected to provide an important retention tool for us because vesting will be subject to continued service.

Other Compensation Elements

Our named executive officers are eligible to participate in SolarWinds’ standard employee benefit plans, including medical, dental, vision, life, accidental death and disability, long-term disability, short-term disability, and any other employee benefit or insurance plan made available to similarly located employees. SolarWinds currently maintains a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code, under which employees, including our named executive officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. For more information, see “—Benefit Plans—401(k) Plan.” Upon the completion of the separation and the distribution, we will have our own standard employee benefit plans including 401(k), medical, dental, vision, life, accidental death and disability, long-term disability, short-term disability, and any other employee benefit or insurance plan made available to similarly located employees.

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Outstanding Equity Awards at December 31, 2020

The following table sets forth information regarding outstanding stock awards held by our named executive officers at December 31, 2020, all of which were denominated in shares of SolarWinds common stock.

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)(1)	Market Value of Shares of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(2)
John Pagliuca						36,800(4)	550,160
						39,000(5)	583,050
						28,000(6)	418,600
						224,577(7)	3,357,426
								17,421	260,444
Frank Colletti	1,500(9)	500(10)	—	0.56	6/8/2027	16,100(4)	240,695
	3,300(11)	2,200(12)	—	0.74	9/26/2027	55,642(13)	831,848
	—	650(14)	—	0.56	6/8/2027	16,000(6)	239,200	9,954(8)	148,812
	—	1,430(14)	—	0.74	9/6/2027
	1,100(15)	1100(16)	—	0.74	9/26/2027
	500(15)	—	—	0.56	6/8/2027
	500(17)	—	—	0.56	3/20/2028
	350(18)	—	—	0.56	3/20/2028
	1,100(17)	—	—	0.74	3/20/2028
	770(18)	—	—	0.74	3/20/2028
	2,500(19)	2,500(20)	—	2.10	3/20/2028
Kathleen Pai						168,004(21)	2,511,660

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(1)The stock awards reported in this column represent the unvested portion of outstanding awards subject to time-based vesting conditions.

(2)These amounts were calculated as the product of the closing price of SolarWinds’ common stock on December 31, 2020 (the last market trading day in 2020), which was $14.95, and the number of shares pursuant to the applicable restricted stock units award.

(3)The stock awards reported in this column represent the unvested portion of outstanding awards subject to performance-based vesting conditions.

(4)Represents unvested portion of restricted stock awards that were modified in June 2020 to be subject to time-based vesting and that vest 100% on February 5, 2021, subject to continued employment through such vesting date. Our NEOs paid a purchase price of $0.2706 per share. The unvested shares of restricted stock held by our NEOs are subject to repurchase by us upon termination of employment at the lesser of fair market value and original purchase price of such stock.

(5)Represents unvested portion of restricted stock award that vests in equal annual installments over four years on each anniversary of March 20, 2018, subject to continued employment through each applicable vesting date. Our NEOs paid a purchase price of $2.10 per share. The unvested shares of restricted stock held by our NEOs are subject to repurchase by us upon termination of employment at the lesser of fair market value and original purchase price of such stock.

(6)Represents RSUs that vest in equal annual installments over four years on each anniversary of October 23, 2018, subject to continued employment through each applicable vesting date.

(7)Represents RSUs that vest as follows: (i) 90,274 RSUs vest 25% on the anniversary of February 15, 2020 and 6.25% per quarter over the following twelve quarters on the respective quarterly vesting dates of May 15, August 15, November 15 and February 15; (ii) 123,101 RSUs vest 1/3rd on February 15, 2021, 1/3 on February 15, 2022, and 1/3 on February 15, 2023; and (iii) 11,202 RSUs vest 50% on February 15, 2021 and 50% on February 15, 2022, in each case subject to continued service through each applicable vesting date.

(8)Represents PSUs previously awarded upon achievement of fiscal year 2019 performance targets that will vest 50% on February 1, 2021 and 50% on February 1, 2022.

(9)Represents vested portion of Non-Qualified stock option award that vests in equal annual installments over four years on each anniversary of June 8, 2017 subject to continued employment through each applicable vesting date.

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(10)Represents unvested portion of Non-Qualified stock option award that vests in equal annual installments over four years on each anniversary of June 8, 2017 subject to continued employment through each applicable vesting date.

(11)Represents vested portion of Non-Qualified stock option award that vests in equal annual installments over five years on each anniversary of September 26, 2017 subject to continued employment through each applicable vesting date.

(12)Represents unvested portion of Non-Qualified stock option award that vests in equal annual installments over five years on each anniversary of September 26, 2017 subject to continued employment through each applicable vesting date.

(13)Represents RSUs that vest as follows: (i) 24,620 RSUs vest 25% on the anniversary of February 15, 2020 and 6.25% per quarter over the following twelve quarters on the respective quarterly vesting dates of May 15, August 15, November 15 and February 15; (ii) 24,620 RSUs vest 1/3rd on February 15, 2021, 1/3 on February 15, 2022, and 1/3 on February 15, 2023; and (iii) 6,402 RSUs vest 50% on February 15, 2021 and 50% on February 15, 2022, in each case subject to continued service through each applicable vesting date.

(14)Represents unvested portion of Non-Qualified stock option award that vest 100% on February 15, 2021, subject to continued employment through each applicable vesting date.

(15)Represents vested portion of Performance Non-Qualified stock option award that vested 100% on January 12, 2018.

(16)Represents unvested portion of Non-Qualified stock option award that vests 100% on February 15, 2022, subject to continued employment through the applicable vesting date.

(17)Represents vested portion of Performance Non-Qualified stock option award that vested 100% on February 19, 2019.

(18)Represents vested portion of Performance Non-Qualified stock option award that vested 100% on March 16, 2020.

(19)Represents vested portion of Non-Qualified stock option award that vests in equal annual installments over four years on each anniversary of March 20, 2018 subject to continued employment through each applicable vesting date.

(20)Represents unvested portion of Non-Qualified stock option award that vests in equal annual installments over four years on each anniversary of March 20, 2018 subject to continued employment through each applicable vesting date.

(21)Represents RSUs that vest as follows: (i) 84,002 RSUs vest 25% on February 15, 2021, 25% on February 15, 2022, 25% on February 15, 2023 and 25% on February 15, 2024; and (ii) 84,002 RSUs vest 1/3 on February 15, 2021, 1/3 on February 15, 2022, and 1/3 on February 15, 2023, in each case subject to continued service through each applicable vesting date.

Compensatory Arrangements for Certain Executive Officers

SolarWinds has entered into employment agreements with Mr. Pagliuca, Mr. Colletti and Ms. Pai. Prior to the separation, we intend to enter into new agreements with Mr. Pagliuca, Mr. Colletti and Ms. Pai that will supersede their agreements with SolarWinds. The following summarizes the employment agreements with each of Mr. Pagliuca, Mr. Colletti and Ms. Pai that will become effective following the separation. The following descriptions of the terms of the employment agreements are intended as a summary only and are qualified in their entirety by reference to the employment agreements filed as exhibits to this information statement.

John Pagliuca will enter into an employment agreement with N-able Technologies, Inc. (“N-able Technologies”) as the President and Chief Executive Officer effective as of the date of, and contingent upon, the separation. This employment agreement has no specific term and constitutes at-will employment. Mr. Pagliuca’s annual base salary under the employment agreement is $475,000, which will be reviewed annually and will be subject to change from time to time by the board of directors of N-able Technologies and/or N-able (the “Board”) in its discretion. Mr. Pagliuca is also eligible to receive an annual bonus based upon the achievement of business metrics established by the Board and individual performance factors mutually determined by Mr. Pagliuca and the Board. Mr. Pagliuca’s initial target bonus is 100% of base salary, up to a maximum of 150% for the overachievement of such metrics and performance factors, and is subject to review and change from time to time by the Board in its discretion. Mr. Pagliuca is also entitled to participate in all employee benefit plans and vacation policies in effect for similarly-situated employees of N-able Technologies. Mr. Pagliuca will be eligible for reimbursement of all reasonable business expenses incurred or paid in the performance of the duties and responsibilities for N-able Technologies.

Furthermore, subject to approval by the Board, Mr. Pagliuca will be granted restricted stock units and performance stock units that have an aggregate initial value equal to $7,500,000. These equity awards will represent the right to acquire shares of N-able common stock, subject to the N-able equity incentive plans and applicable award agreements. Subject to Mr. Pagliuca’s continued employment through the applicable vesting date, the restricted stock units will vest 25% on February 15, 2022 and 6.25% each quarter thereafter. The performance stock units will be subject to vesting upon both the achievement of annual performance targets established by the Board and time-based vesting, with one-third of the units vesting on each anniversary of the certification of the achievement of the performance target. Mr. Pagliuca may be eligible for additional grants of equity awards in the future at the discretion of the Board. In the event that a N-able Technologies undergoes a Change of Control (as defined in the employment agreement), the performance-vesting condition applicable to Mr. Pagliuca’s performance stock units will be deemed satisfied in full, and the units will vest according to the following schedule: 25% on the

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first anniversary of the date of grant and 6.25% each quarter thereafter (or other more favorable condition as may be determined between Mr. Pagliuca and the Company).

Pursuant to the employment agreement, in the event that Mr. Pagliuca’s employment is terminated by N-able Technologies without Cause, as such term is defined in the employment agreement (and other than due to Mr. Pagliuca’s death or disability), or as a result of a Constructive Termination, as such term is defined in the employment agreement, and not during the 12-month period after a Change of Control, N-able Technologies will be obligated to (i) pay Mr. Pagliuca a lump-sum cash severance payment equivalent to 18 months of then-current base salary, (ii) subject to determination by the Board that the performance objectives for the year in which termination occurs are reasonably likely to be satisfied at the time the notice of termination is given and based upon the level at which the Board determines that the performance objectives are reasonably likely to be satisfied, pay to Mr. Pagliuca an amount equal to the prorated earned but unpaid annual bonus, (iii) reimburse on a monthly basis health and dental care continuation premiums of Mr. Pagliuca and Mr. Pagliuca’s dependents for 18 months, and (iv) accelerate the time-vesting of Mr. Pagliuca’s outstanding performance stock units for which the performance-vesting condition has been satisfied prior to termination. Moreover, if Mr. Pagliuca’s employment is terminated by N-able Technologies without Cause (and other than due to Mr. Pagliuca’s death or disability) or as a result of a Constructive Termination during the 12-month period after a Change of Control, N-able Technologies will be obligated to (i) pay Mr. Pagliuca a lump-sum cash severance payment equivalent to 18 months of then-current base salary, (ii) pay to Mr. Pagliuca an amount equal to 100% of the then annual target bonus, (iii) reimburse on a monthly basis health and dental care continuation premiums of Mr. Pagliuca and Mr. Pagliuca’s dependents for 18 months, and (iv) fully accelerate the vesting of Mr. Pagliuca’s outstanding equity awards. These severance benefits are contingent on Mr. Pagliuca’s general release of claims against N-able Technologies and subject to Mr. Pagliuca’s compliance with certain confidentiality and restricted activity obligations.

Frank Colletti will enter into an employment agreement with N-able Solutions ULC as the Executive Vice President, Worldwide Sales, effective as of the date of, and contingent upon, the separation. This employment agreement has no specific term and constitutes at-will employment. Mr. Colletti’s annual base salary under the employment agreement is $370,000 CAD, which will be reviewed annually and will be subject to change from time to time by N-able Solutions in its discretion. Mr. Colletti is also eligible to receive an annual bonus based upon the achievement of business metrics established by the board of directors of N-able Solutions and individual performance factors mutually determined by Mr. Colletti and Mr. Colletti’s manager. Mr. Colletti’s initial target bonus is 80% of base salary and is subject to review and change from time to time by the board of directors in its discretion. Mr. Colletti is also entitled to participate in all employee benefit plans and vacation policies in effect for similarly-situated employees of N-able Solutions. Mr. Colletti will be eligible for reimbursement of all reasonable business expenses incurred or paid in the performance of the duties and responsibilities for N-able Solutions

Pursuant to the employment agreement, in the event that Mr. Colletti’s employment is terminated by N-able Solutions without Cause, as such term is defined in the employment agreement (and other than due to Mr. Colletti’s death or disability), and not during the 12-month period after a Change of Control, N-able Solutions will be obligated to (i) pay Mr. Colletti a lump-sum cash severance payment equivalent to 12 months of then-current base salary, (ii) pay to Mr. Colletti any earned, but unpaid, incentive compensation payments, and (iii) continue all group health care benefits as required by the ESA (as defined in the employment agreement) and, to the extent permitted by the N-able Solutions’ benefits provider, continuation of the health and dental care benefits for Mr. Colletti and Mr. Colletti’s dependents, on the same basis as active employees, for a period of twelve (12) months from the date of termination. Moreover, if Mr. Colletti’s employment is terminated by N-able Solutions without Cause (and other than due to Mr. Colletti’s death or disability) or as a result of a Constructive Termination, as such term is defined in the employment agreement, during the 12-month period after a Change of Control, N-able Solutions will be obligated to (i) pay Mr. Colletti a lump-sum cash severance payment equivalent to 18 months of then-current base salary, (ii) fully accelerate the vesting of Mr. Colletti’s outstanding equity awards, (iii) pay to Mr. Colletti any earned, but unpaid, incentive compensation payments, and (iv) continue all group health care benefits as required by the ESA (as defined in the employment agreement) and, to the extent permitted by the N-able Solutions’ benefits provider, continuation of the health and dental care benefits for Mr. Colletti and Mr. Colletti’s dependents, on the same basis as active employees, for a period of twelve (12) months from the date of termination. These

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severance benefits are contingent on Mr. Colletti’s general release of claims against N-able Solutions and subject to Mr. Colletti’s compliance with certain confidentiality and restricted activity obligations.

Kathleen Pai will enter into an employment agreement with N-able Technologies, Inc. as the Executive Vice President and Chief People Officer effective as of the date of, and contingent upon, the separation. This employment agreement has no specific term and constitutes at-will employment. Ms. Pai’s annual base salary under the employment agreement is $375,000, which will be reviewed annually and will be subject to change from time to time by N-able Technologies in its discretion. Ms. Pai is also eligible to receive an annual bonus based upon the achievement of business metrics established by the Board and individual performance factors mutually determined by Ms. Pai and Ms. Pai’s manager. Ms. Pai’s initial target bonus is 80% of base salary and is subject to review and change from time to time by the Board in its discretion. Ms. Pai is also entitled to participate in all employee benefit plans and vacation policies in effect for similarly-situated employees of N-able Technologies. Ms. Pai will be eligible for reimbursement of all reasonable business expenses incurred or paid in the performance of the duties and responsibilities for N-able Technologies.

Furthermore, subject to approval by the Board, Ms. Pai will be granted equity awards that have an aggregate total of value equal to $1,200,000. These equity awards will be subject to the N-able equity incentive plans and applicable award agreements. Ms. Pai may be eligible for additional grants of equity awards in the future at the discretion of the Board.

Pursuant to the employment agreement, in the event that Ms. Pai’s employment is terminated by N-able Technologies without Cause, as such term is defined in the employment agreement (and other than due to Ms. Pai’s death or disability), and not during the 12-month period after a Change of Control, N-able Technologies will be obligated to (i) pay Ms. Pai a lump-sum cash severance payment equivalent to 12 months of then-current base salary, (ii) pay to Ms. Pai an amount equal to the prorated unpaid annual bonus per the terms of the N-able Technologies bonus plan, and (iii) reimburse on a monthly basis health and dental care continuation premiums of Ms. Pai and Ms. Pai’s dependents for 12 months. Moreover, if Ms. Pai’s employment is terminated by N-able Technologies without Cause (and other than due to Ms. Pai’s death or disability) or as a result of a Constructive Termination, as such term is defined in the employment agreement, during the 12-month period after a Change of Control, N-able Technologies will be obligated to (i) pay Ms. Pai a lump-sum cash severance payment equivalent to 18 months of then-current base salary, (ii) pay to Ms. Pai an amount equal to the prorated unpaid annual bonus per the terms of the N-able Technologies bonus plan, (iii) reimburse on a monthly basis health and dental care continuation premiums of Ms. Pai and Ms. Pai’s dependents for 12 months, and (iv) fully accelerate the vesting of Ms. Pai’s outstanding equity awards. These severance benefits are contingent on Ms. Pai’s general release of claims against N-able Technologies and subject to Ms. Pai’s compliance with certain confidentiality and restricted activity obligations

Director Compensation

Effective on or prior to the separation, we expect our board of directors to adopt a director compensation policy under which we will pay a combination of cash and equity compensation to our non-employee directors for their services as directors or as members of committees of our board of directors. The following summary describes what we anticipate to be the material terms of our director compensation policy.

•Each director will receive an annual cash retainer for service to our board of directors and an additional annual cash retainer for service on any committee of our board of directors or for serving as the chair of our board of directors or any of its committees, in each case, prorated for partial years of service, as follows:

	Board or Committee Member	Board or Committee Chair
Annual cash retainer	$35,000	$85,000
Additional annual cash retainer for compensation committee	$6,000	$12,000

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Additional annual cash retainer for nominating and corporate governance committee	$4,000	$8,000
Additional cash retainer for audit committee	$10,000	$20,000

•Each of our non-employee directors at the time of the separation will be granted an award of restricted stock units representing the right to receive a number of shares of our common stock determined by dividing $360,000 by the per-share price of our common stock on the date of grant (an “Initial Award”). Each Initial Award will vest in equal annual installments on the on the first three anniversaries of the date of grant, subject to the director’s continued service through the applicable vesting date. Thereafter, on the date of the first meeting of our board of directors following each annual meeting of our stockholders, each director will be granted an award of restricted stock units representing the right to receive a number of shares of our common stock determined by dividing $180,000 by the per-share price of our common stock on the date of grant (an “Annual Award”). Each Annual Award will vest in full on the day immediately preceding the next annual meeting of our stockholders, subject to the director’s continued service through the vesting date. Each new director first appointed or elected to our board of directors will be granted an Initial Award at the first meeting of our board of directors following such appointment or election, provided that if such initial appointment or election occurs within six months before the next annual meeting of our stockholders the new director will not be eligible to receive an Annual Award following that annual meeting of stockholders .

•All equity awards granted to our non-employee directors under our 2021 Equity Incentive Plan that are then-outstanding will vest in full upon a Change in Control (as defined in the 2021 Equity Incentive Plan).

•Each director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee on which he or she serves.

SolarWinds has entered into consulting agreements with Mr. McMartin and Ms. Nimsger, or the Consulting Agreements, pursuant to which each such director is entitled to receive a cash fee of $100,000 per year. The Consulting Agreements will terminate at the time of the distribution.

Limitations of Liability; Indemnification of Directors and Officers

Section 145 of the DGCL authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents. As permitted by Delaware law, our restated charter, to be effective immediately prior to the completion of the distribution, provides that, to the fullest extent permitted by Delaware law, no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Pursuant to Delaware law, such protection would be not available for liability:

•for any breach of a duty of loyalty to us or our stockholders;

•for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•for any transaction from which the director derived an improper benefit; or

•for an act or omission for which the liability of a director is expressly provided by an applicable statute, including unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL.

Our restated charter, to be effective immediately prior to the completion of the distribution, also provides that if Delaware law is amended after the approval by our stockholders of the restated charter to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law.

Our restated charter and restated bylaws, to be effective immediately prior to the completion of the distribution, further provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law. Our restated bylaws also authorize us to indemnify any of our employees or agents and authorize us to secure

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insurance on behalf of any officer, director, employee or agent for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification.

In addition, our restated bylaws, to be effective immediately prior to the completion of the distribution, provide that we are required to advance expenses to our directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in the restated bylaws are not exclusive.

The limitation of liability and indemnification provisions in our restated charter and restated bylaws, to be effective immediately prior to the completion of the distribution, may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in material claims for indemnification. We believe that our indemnity agreements and our restated charter and restated bylaws, to be effective immediately prior to the completion of the distribution, are necessary to attract and retain qualified persons as directors and executive officers.

Indemnity Agreements

Before the completion of the separation, we will enter into indemnity agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each such director and executive officer to the fullest extent permitted by Delaware law and our restated charter and restated bylaws to be effective immediately prior to the completion of the distribution for expenses such as, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action by or in our right, arising out of the person’s services as our director or executive officer or as the director or executive officer of any subsidiary of ours or any other company or enterprise to which the person provides services at our request. We will also maintain directors’ and officers’ liability insurance.

Benefit Plans

Incentive Bonus Plan

Before the completion of the separation, our board of directors will adopt an incentive bonus plan, or the Bonus Plan. The Bonus Plan will be administered by a committee of no less than two members of our board of directors appointed to administer the Bonus Plan. The Bonus Plan is intended to provide certain of our employees selected by the Bonus Plan administrator an opportunity to receive non-equity incentive payments. We expect that the eligible participants under the Bonus Plan will include our named executive officers.

The Bonus Plan administrator may establish a bonus pool at any time, from which bonus payments under the Bonus Plan will be made. Annual bonuses are earned under the Bonus Plan through achievement of performance targets established by the administrator, with the degree of performance achievement through a specified performance period determining the bonus amount earned relative to the participant’s target bonus amount. Payments under the Bonus Plan will be made in one-time cash payments as soon as practicable after the end of the performance period to which the bonus relates, and participants in the bonus plan generally must be employed on the date the awards are actually paid in order to receive payment. The decision to pay a bonus and the amount of the bonuses paid under the plan will be subject to the discretion of the administrator and may be increased, reduced or eliminated at any time.

A participant may not transfer rights granted under the Bonus Plan other than by will, the laws of descent and distribution, or as otherwise provided under the Bonus Plan.

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Our Bonus Plan will continue in effect until terminated by the board of directors. The board of directors has the authority to amend, suspend or terminate our Bonus Plan at any time.

2021 Plan

Before the completion of the separation, our board of directors will adopt, and we expect our stockholders will approve, our 2021 Equity Incentive Plan, or the 2021 Plan. The 2021 Plan will be effective upon its approval by our stockholders. It is intended to make available incentives that will assist us to attract, retain and motivate employees, including officers, consultants and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards.

A total of 18,000,000 shares of our common stock will be initially authorized and reserved for issuance under the 2021 Plan, plus a number of shares of our common stock sufficient to cover any awards relating to SolarWinds common stock that may be converted into awards relating to our common stock upon the completion of the distribution. This reserve will automatically increase on January 1, 2022, and each subsequent anniversary through and including January 1, 2031, by an amount equal to the smaller of (a) 5% of the number of shares of our common stock issued and outstanding on the immediately preceding December 31 and (b) an amount determined by our board of directors.

Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2021 Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards that expire or are canceled or forfeited will again become available for issuance under the 2021 Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations in connection with restricted stock units or other full value awards. Upon payment in shares pursuant to the exercise of a stock appreciation right, the number of shares available for issuance under the 2021 Plan will be reduced by the gross number of shares for which the stock appreciation right is exercised. If the exercise price of an option is paid by tender of previously owned shares or by means of a net exercise, the number of shares available for issuance under the 2021 Plan will be reduced by the gross number of shares for which the option is exercised. Shares purchased in the open market with option exercise proceeds or shares withheld to satisfy tax obligations upon the exercise of options or stock appreciation rights will not be added to the number of shares available under the 2021 Plan.

The 2021 Plan will generally be administered by the compensation committee of our board of directors. Subject to the provisions of the 2021 Plan, the compensation committee will determine in its discretion the persons to whom and the times at which awards are granted, the sizes of such awards and all of their terms and conditions. However, the compensation committee may delegate to one or more of our officers the authority to grant awards to persons who are not officers or directors, subject to certain limitations contained in the 2021 Plan and award guidelines established by the compensation committee. The compensation committee will have the authority to construe and interpret the terms of the 2021 Plan and awards granted under it. The 2021 Plan provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2021 Plan.

Without stockholder approval, we may not provide for the cancellation of stock options or stock appreciation rights with exercise prices in excess of the fair market value of the underlying shares of common stock in exchange for new options or other equity awards with exercise prices equal to the fair market value of the underlying common stock or a cash payment or to amend such awards to reduce the exercise price thereof.

The 2021 Plan limits the grant date fair value of all equity awards and the amount of cash compensation that may be provided to a non-employee director in any fiscal year to an aggregate of $1,000,000.

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Awards may be granted under the 2021 Plan to our employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. All awards will be evidenced by a written agreement between us and the holder of the award and may include any of the following:

•Stock options. We may grant nonstatutory stock options or incentive stock options (as described in Section 422 of the Internal Revenue Code, or the Code), each of which gives its holder the right, during a specified term (not exceeding 10 years) and subject to any specified vesting or other conditions, to purchase a number of shares of our common stock at an exercise price per share determined by the compensation committee, which may not be less than the fair market value of a share of our common stock on the date of grant.

•Stock appreciation rights. A stock appreciation right gives its holder the right, during a specified term (not exceeding 10 years) and subject to any specified vesting or other conditions, to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. We may pay the appreciation in shares of our common stock or in cash, except that a stock appreciation right granted in tandem with a related option is payable only in stock.

•Restricted stock. The compensation committee may grant restricted stock awards either as a bonus or as a purchase right at such price as the compensation committee determines. Shares of restricted stock remain subject to forfeiture until vested, based on such terms and conditions as the compensation committee specifies. Holders of restricted stock will have the right to vote the shares and to receive any dividends paid, except that the dividends may be subject to the same vesting conditions as the related shares.

•Restricted stock units. Restricted stock units represent rights to receive shares of our common stock (or their value in cash) at a future date without payment of a purchase price (unless required under applicable state corporate laws), subject to vesting or other conditions specified by the compensation committee. Holders of restricted stock units have no voting rights or rights to receive cash dividends unless and until shares of common stock are issued in settlement of such awards. However, the compensation committee may grant restricted stock units that entitle their holders to dividend equivalent rights.

•Performance shares and performance units. Performance shares and performance units are awards that will result in a payment to their holder only if specified performance goals are achieved during a specified performance period. Performance share awards are rights denominated in shares of our common stock, while performance unit awards are rights denominated in dollars or in stock units that represent rights to receive shares of our common stock at a future date without payment of a purchase price, subject to performance and other vesting conditions specified by the compensation committee. The compensation committee establishes the applicable performance goals based on one or more measures of business or personal performance enumerated in the 2021 Plan, such as revenue, gross margin, net income or total stockholder return or as otherwise determined by the compensation committee. To the extent earned, performance share and unit awards may be settled in cash or in shares of our common stock. Holders of performance shares or performance units have no voting rights or rights to receive cash dividends unless and until shares of common stock are issued in settlement of such awards. However, the compensation committee may grant performance shares that entitle their holders to dividend equivalent rights.

•Cash-based awards and other stock-based awards. The compensation committee may grant cash-based awards that specify a monetary payment or range of payments or other stock-based awards that specify a number or range of shares or units that, in either case, are subject to vesting or other conditions specified by the compensation committee. Settlement of these awards may be in cash or shares of our common stock, as determined by the compensation committee. Their holder will have no voting rights or right to receive cash dividends unless and until shares of our common stock are issued pursuant to the award. The compensation committee may grant dividend equivalent rights with respect to other stock-based awards.

In the event of a change in control as described in the 2021 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2021 Plan or substitute substantially equivalent awards. Any awards that are not assumed or continued in connection with a change in control or are not exercised or settled prior

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to the change in control will terminate effective as of the time of the change in control. Our compensation committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the board of directors who are not employees will automatically be accelerated in full. The 2021 Plan will also authorize our compensation committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the canceled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award.

The 2021 Plan will continue in effect until it is terminated by the compensation committee; provided, however, that all awards will be granted, if at all, within 10 years of its effective date. The compensation committee may amend, suspend or terminate the 2021 Plan at any time; provided that without stockholder approval, the plan cannot be amended to increase the number of shares authorized, change the class of persons eligible to receive incentive stock options, or effect any other change that would require stockholder approval under any applicable law, regulation or listing rule.

2021 Employee Stock Purchase Plan

Before the completion of the separation, our board of directors will adopt, and we expect our stockholders will approve, our 2021 Employee Stock Purchase Plan, or the ESPP. Our ESPP will be effective upon its approval by our stockholders.

A total of 2,500,000 shares of will be common stock are available for sale under our ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance under the ESPP on January 1, 2022 and each subsequent anniversary through and including January 1, 2031, equal to the smallest of:

•3,000,000 shares;

•One-half of one percent (0.5%) of the outstanding shares of our common stock on the immediately preceding December 31; and

•such other amount as may be determined by our board of directors.

Appropriate adjustments will be made in the number of authorized shares and in outstanding purchase rights to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to purchase rights that expire or are canceled will again become available for issuance under the ESPP.

The compensation committee of our board of directors will administer the ESPP and have full authority to interpret the terms of the ESPP. The ESPP provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the ESPP.

Certain of our employees, including our named executive officers, and employees of any of our subsidiaries designated by the compensation committee are eligible to participate if they are customarily employed by us or any participating subsidiary for at least 20 hours per week and more than five months in any calendar year, subject to any local law requirements applicable to participants in jurisdictions outside the United States. However, an employee may not be granted rights to purchase stock under our ESPP if such employee:

•has not met been customarily employed by us or any participating subsidiary for at least six months or such other length of time designated by the compensation committee, up to two (2) years;

•is an executive officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended;

•immediately after the grant would own stock or options to purchase stock possessing 5.0% or more of the total combined voting power or value of all classes of our capital stock; or

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•holds rights to purchase stock under all of our employee stock purchase plans that would accrue at a rate that exceeds $25,000 worth of our stock as valued under Section 423 of the Code for each calendar year in which the right to be granted would be outstanding at any time.

Our ESPP is intended to qualify under Section 423 of the Code but also permits us to include our non-U.S. employees in offerings not intended to qualify under Section 423. The ESPP will typically be implemented through consecutive six-month offering periods. The offering periods generally start on the first trading day on or after February 16 and August 16 of each year. The compensation committee may, in its discretion, modify the terms of future offering periods, including establishing offering periods of up to 27 months and providing for multiple purchase dates. The compensation committee may vary certain terms and conditions of separate offerings for employees of our non-U.S. subsidiaries where required by local law or desirable to obtain intended tax or accounting treatment.

Our ESPP permits participants to purchase common stock through payroll deductions of up to 20.0% of their eligible compensation, which includes a participant’s regular and recurring straight time gross earnings and payments for overtime and shift premiums but excludes payments for incentive compensation, bonuses and other similar compensation.

Amounts deducted and accumulated from participant compensation, or otherwise funded in any participating non-U.S. jurisdiction in which payroll deductions are not permitted, are used to purchase shares of our common stock at the end of each offering period. The purchase price of the shares will be 85.0% of the lesser of the fair market value of our common stock on the first day or the last day of the offering period. Participants may end their participation at any time during an offering period and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment with us.

Each participant in any offering will have an option to purchase for each full month contained in the offering period a number of shares determined by dividing $2,083.33 by the fair market value of a share of our common stock on the first day of the offering period, except as limited in order to comply with Section 423 of the Code. Prior to the beginning of any offering period, the compensation committee may alter the maximum number of shares that may be purchased by any participant during the offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If insufficient shares remain available under the plan to permit all participants to purchase the number of shares to which they would otherwise be entitled, the compensation committee will make a pro rata allocation of the available shares. Any amounts withheld from participants’ compensation in excess of the amounts used to purchase shares will be refunded, without interest.

A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided under the ESPP.

In the event of a change in control, an acquiring or successor corporation may assume our rights and obligations under outstanding purchase rights or substitute substantially equivalent purchase rights. If the acquiring or successor corporation does not assume or substitute for outstanding purchase rights, then the purchase date of the offering periods then in progress will be accelerated to a date prior to the change in control.

Our ESPP will continue in effect until terminated by the compensation committee. The compensation committee has the authority to amend, suspend or terminate our ESPP at any time.

401(k) Plan

Prior to the completion of the separation, we will maintain a tax-qualified retirement plan, or 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) plan immediately upon meeting all eligibility requirements. Participants in the 401(k) plan may elect to defer the lesser of 90% of their current compensation or the statutory limit, $19,500 in 2021 (or $26,000 if eligible for catch-up contributions) and contribute that amount to the 401(k) plan. In addition to salary deferral contributions, we make a safe harbor employer contribution to each eligible participant’s account in an amount equal to 100% of the first 3% of the eligible participant’s compensation

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contributed to the 401(k) plan and 50% of the next 2% of the eligible participant’s compensation contributed to the plan. A participant is always 100% vested in his or her salary deferral and safe harbor contributions. The 401(k) plan also allows us to make discretionary matching contributions.

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Certain Relationships And Related Party Transactions

Prior to the separation, we have operated as a business unit within SolarWinds. Immediately following the distribution, the Sponsors will own approximately 122,971,283 shares of our outstanding common stock, representing approximately 68.8% of voting power. As a result, the Sponsors will have the power acting alone to approve any action requiring the affirmative vote of a majority of the votes entitled to be cast and to elect all of our directors.

Prior to completion of the separation, we intend to enter into certain agreements with SolarWinds relating to the separation and our relationship with SolarWinds after the separation. The material terms of such agreements with SolarWinds relating to our historical relationship, the separation and our relationship with SolarWinds after the separation are described below. Prior to the completion of the distribution, we intend to enter into certain agreements with the Sponsors. We do not currently expect to enter into any additional agreements or other transactions with SolarWinds outside the ordinary course or with any of its directors, officers or other affiliates, other than those entered into with SolarWinds and the Sponsors specified below. Any transactions with directors, officers or other affiliates will be subject to requirements of Sarbanes-Oxley and SEC rules and regulations.

Relationship with SolarWinds

Historical Relationship with SolarWinds

SolarWinds currently provides certain services to us, and costs associated with these functions have been allocated to us. The allocations include costs related to corporate services, such as executive management, information technology, legal, finance and accounting, human resources, tax, treasury, research and development, sales and marketing, shared facilities and other services. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount or other measures we have determined as reasonable. The stock-based compensation includes expense attributable to our employees and an allocation of stock-based compensation attributable to employees of SolarWinds. These allocations are primarily reflected within operating expenses in our combined statements of operations. Management believes the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. The amount of these allocations from SolarWinds was $35.1 million, which included $1.7 million for research and development, $2.0 million for sales and marketing, $31.4 million for general and administrative expense and $0.1 million for cost of revenue for the year ended December 31, 2020, and $19.8 million, which included $1.2 million for research and development, $1.1 million for sales and marketing, $17.4 million for general and administrative expense and $0.1 million for cost of revenue for the year ended December 31, 2019. The amount of these allocations from SolarWinds was $9.2 million, which included less than $0.1 million for research and development, less than $0.1 million for sales and marketing, $9.1 million for general and administrative expense and less than $0.1 million for cost of revenue for the three months ended March 31, 2021, and $5.7 million, which included $0.5 million for research and development, $0.4 million for sales and marketing, $4.8 million for general and administrative expense and $0.1 million for cost of revenue for the three months ended March 31, 2020.

Although we will enter into certain agreements with SolarWinds in connection with the separation and the distribution, the amount and composition of our expenses may vary from historical levels since the fees charged for the services under the agreements may be higher or lower than the costs reflected in the historical allocations.

Following the completion of the separation, we expect SolarWinds to continue to provide many of the services described above on a transitional basis for a fee. These services will be provided under the transition services agreement described below.

Following the completion of the separation, we will be subject to the reporting requirements of the Exchange Act. We will be required to establish procedures and practices as a stand-alone public company in order to comply with our obligations under the Exchange Act and related rules and regulations. As a result, we will incur additional costs, including internal audit, investor relations, stock administration and regulatory compliance costs. These additional costs may differ from the costs that were historically allocated to us from SolarWinds. Additionally, we

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expect increased general and administrative expense, which includes separation expenses relating to third-party advisory, consulting and legal services, and other items that are incremental and one-time in nature. To operate as a stand-alone company, we expect to incur costs to replace certain services previously provided by SolarWinds, which may be higher than those reflected in our historical combined financial statements. We expect to incur additional costs to implement certain new systems to replace the legacy systems previously provided by SolarWinds, which we estimate to be $1.5 million to $2.5 million in the next twelve months.

Agreements with SolarWinds

Following the separation and distribution, SolarWinds and we will operate separately, each as an independent public company. In connection with the separation and distribution, we will enter into various agreements to effect the separation and provide a framework for our relationship with SolarWinds after the separation. These agreements will provide for the allocation between SolarWinds and us of SolarWinds’ assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after our separation from SolarWinds and will govern certain relationships between SolarWinds and us after the separation. These agreements have been filed as exhibits to the registration statement of which this information statement is a part.

The following summaries of each of these agreements are each qualified in their entirety by reference to the full text of the applicable agreements, which are incorporated by reference into this information statement. When used in this section, “distribution date” refers to the date on which SolarWinds commences distribution of N-able’s common stock to the holders of shares of SolarWinds common stock.

The Separation Agreement

SolarWinds and we will enter into a separation and distribution agreement, or the separation agreement, prior to the distribution of N-able’s common stock to holders of SolarWinds common stock. The separation agreement will set forth our agreements with SolarWinds regarding the principal actions to be taken in connection with the separation. It will also set forth other agreements that govern certain aspects of our relationship with SolarWinds following the separation and distribution.

Transfer of Assets and Assumption of Liabilities

The separation agreement will identify assets to be transferred, liabilities to be assumed and contracts to be assigned to each of SolarWinds and us as part of the internal reorganization transaction described herein, and will describe when and how these transfers, assumptions and assignments will occur, though many of the transfers, assumptions and assignments will have already occurred prior to the parties’ entering into the separation agreement. The separation agreement will provide for those transfers of assets and assumptions of liabilities that are necessary in connection with the separation so that SolarWinds and we retain the assets necessary to operate their and our respective businesses and retain or assume the liabilities allocated in accordance with the separation. The separation agreement also will provide for the settlement or extinguishment of certain liabilities and other obligations between SolarWinds and us. In particular, the separation agreement will provide that, subject to the terms and conditions contained in the separation agreement:

•“SpinCo Assets” (as defined in the separation agreement), including, but not limited to, the equity interests of our subsidiaries, assets reflected on our pro forma balance sheet and assets primarily (or in the case of intellectual property, exclusively) relating to our business, will be retained by or transferred to us or one of our subsidiaries, except as set forth in the separation agreement or one of the other agreements described below;

•“SpinCo Liabilities” (as defined in the separation agreement), including, but not limited to, the following will be retained by or transferred to us or one of our subsidiaries:

◦all of the liabilities (whether accrued, contingent or otherwise, and subject to certain exceptions) to the extent related to, arising out of or resulting from our business;

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◦any and all “Environmental Liabilities” (as defined in the separation agreement);

◦liabilities (whether accrued, contingent or otherwise) reflected on our pro forma balance sheet;

◦liabilities (whether accrued, contingent or otherwise) relating to, arising out of, or resulting from, any infringement, misappropriation or other violation of any intellectual property of any other person related to the conduct of the our business;

◦liabilities relating to, arising out of, or resulting from any indebtedness of any subsidiary of us or any indebtedness secured exclusively by any of our assets;

◦liabilities (whether accrued, contingent or otherwise) (including under applicable federal and state securities laws or any action brought by or on behalf of any holder of any of our securities (including our common stock)) relating to, arising out of or resulting from (i) disclosure documents filed or furnished by us with the U.S. Securities and Exchange Commission, or the SEC, in connection with the distribution (or are filed or furnished by Solar Winds to the extent related to SpinCo or the distribution), (ii) any form, registration statement, schedule or similar disclosure document filed or furnished by us with the SEC and (iii) the Private Placement, except, in each case, to the extent such liabilities constitute a SolarWinds Cyber Liability (as defined below);

◦liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any action primarily related to our business;

◦liabilities relating to, arising out of or resulting from our financing arrangements; and

•All assets and liabilities (whether accrued, contingent or otherwise) of SolarWinds will be retained by or transferred to SolarWinds or one of its subsidiaries (other than us or one of our subsidiaries), except as set forth in the separation agreement or one of the other agreements described below and except for other limited exceptions that will result in our retaining or assuming certain other specified liabilities.

The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, are solely covered by the tax matters agreement.

The separation agreement provides that SolarWinds will be liable and obligated to indemnify us for all liabilities based upon, arising out of, or relating to the Cyber Incident, including all of our out of pocket direct costs and expenses, judgments, penalties and fines for:

•any action (as defined in the separation agreement) brought or asserted by a third party within four years after the separation related to the Cyber Incident with respect to any N-able or SolarWinds product or service;

•any action brought or asserted by a third party within four years after the separation with respect to any breach or exfiltration of information, including our and SolarWinds’ confidential information and information of our and SolarWinds’ employees, customers, vendors or business partners, related to the Cyber Incident and either our business or SolarWinds’ business;

•any action brought by or asserted by or on behalf of holders of SolarWinds common stock related to the Cyber Incident;

•any investigation that we conduct following our discovery within four years after the separation of a cyber event relating to, arising out of or resulting from the Cyber Incident; and

•any action brought by or asserted by a third party with respect to any information (as defined in the separation agreement) containing a statement of facts regarding the Cyber Incident in any of our disclosure documents to the extent such information was provided to us in writing by SolarWinds for express inclusion in such disclosure document (other than (x) any information included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other

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disclosure regarding the affects or impact of the Cyber Incident may have on our business and assets and (y) with respect to any disclosure by us after SolarWinds has notified us that such information has materially changed or upon which we should no longer rely).

We refer to the foregoing liabilities of SolarWinds as the “SolarWinds Cyber Liabilities.” The SolarWinds Cyber Liabilities do not include, and SolarWinds will not be required to indemnify us for, any liabilities that we may incur based upon, arising out of or relating to:

•any of our costs related to compliance, mitigation, increased or changed IT, cybersecurity and other internal controls and enhancements (whether or not capitalized), research and development (whether or not capitalized) and additional personnel and related costs with respect to improving, enhancing or hardening the cyber security or defenses of our environment, whether as a result of the Cyber Incident or otherwise;

•any government relations, lobbying or public relations advisory work other than for any action otherwise covered as a SolarWinds Cyber Liability;

•any action relating to, arising out of or resulting from any breach or cyberattack occurring after the separation where the events or circumstances giving rise to such liabilities were not related to, arising out of or resulting from the Cyber Incident;

•other than to the extent otherwise covered as a SolarWinds Cyber Liability, our disclosure documents or any other public statements made by us or our directors or officers after the separation related to the Cyber Incident; and

•any consequential, special, or exemplary liabilities (as defined in the separation agreement) from any loss of customers, vendors, partners, employees or other commercial relationships or any increase in insurance premiums, whether or not relating to, arising out of resulting from the Cyber Incident.

Except as expressly set forth in the separation agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained and that any requirements of laws or judgments are not complied with. In general, neither SolarWinds nor we will make any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with such transfers or assumptions, or any other matters.

Information in this information statement with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the separation agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by one party or for which one party will have an indemnification obligation under the separation agreement and the other agreements relating to the separation are, and following the separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Further Assurances; Separation of Guarantees

To the extent that any transfers of assets or assumptions of liabilities contemplated by the separation agreement have not been consummated on or prior to the date of the distribution, the parties will agree to cooperate with each other to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party entitled to receive or assume such asset or liability. Each party will agree to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the separation

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agreement and other transaction agreements. Additionally, SolarWinds and we will use commercially reasonable efforts to remove us and our subsidiaries as a guarantor of liabilities (including surety bonds) retained by SolarWinds and its subsidiaries and to remove SolarWinds and its subsidiaries as a guarantor of liabilities (including surety bonds) to be assumed by us.

The Distribution

The separation agreement will govern the rights and obligations of the parties regarding the proposed distribution and certain actions that must occur prior to the proposed distribution. SolarWinds will cause its agent to distribute to holders of SolarWinds common stock as of the record date one share of N-able common stock for every two shares of SolarWinds common stock held on that date, representing all of the issued and outstanding shares of N-able common stock owned by SolarWinds. Holders of SolarWinds common stock who would be entitled to receive a fraction of a share of N‑able common stock in the distribution will receive cash in lieu of fractional shares. SolarWinds will have the sole and absolute discretion to determine (and change) the terms, form and structure of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the date of the distribution.

Conditions to the Distribution

The separation agreement will provide that the distribution is subject to several conditions that must be satisfied or waived by SolarWinds in its sole discretion. For further information regarding these conditions, see “The Separation and Distribution—Conditions to the Distribution.” SolarWinds may, in its sole discretion, determine the record date, the distribution date and the terms of the distribution and may at any time prior to the completion of the distribution decide to abandon or modify the distribution.

Shared Contracts

Certain shared contracts are to be assigned or amended to facilitate the separation of our business from SolarWinds. If such contracts may not be assigned or amended, the parties are required to take reasonable actions to cause the appropriate party to receive the benefit of the contract after the separation is complete.

Release of Claims and Indemnification

Except as otherwise provided in the separation agreement or any ancillary agreement, each party will release and forever discharge the other party and its subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the separation. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the separation agreement or any ancillary agreement. These releases will be subject to certain exceptions set forth in the separation agreement.

The separation agreement will provide for cross-indemnities that, except as otherwise provided in the separation agreement, are principally designed to place financial responsibility for the obligations and liabilities allocated to us under the separation agreement with us and financial responsibility for the obligations and liabilities allocated to SolarWinds under the separation agreement with SolarWinds. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its officers, directors, managers, partners, employees and agents for any losses arising out of or due to:

•the liabilities or alleged liabilities each party assumed or retained pursuant to the separation agreement;

•the assets each party assumed or retained pursuant the separation agreement;

•the operation of each such party’s business, whether prior to, at, or after the distribution; and

•any breach by SolarWinds or us of any provision of the separation agreement or any other agreement unless such other agreement expressly provides for separate indemnification therein.

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Each party’s aforementioned indemnification obligations will be uncapped; provided that the amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds (net of premium increases) received by the party being indemnified. The separation agreement will also specify procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes will be governed by the tax matters agreement.

Legal Matters

Except as otherwise set forth in the separation agreement or any ancillary agreement (or as otherwise described above), each party to the separation agreement will assume the liability for, and control of, all pending, threatened and future legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such legal matters.

Cash Adjustment

The separation agreement will contain a cash adjustment provision, with payment of such adjustments to be made within five business days of the determination of the final cash balance. Pursuant to the adjustment, if our aggregate cash balance at the time of the distribution, excluding any cash proceeds from our financing that are retained by us and not paid as a special dividend to SolarWinds, is determined to have been greater than the reference cash balance of $50,000,000, we will pay SolarWinds the excess and if our aggregate cash balance at the time of the distribution, excluding any cash proceeds from our financing that are retained by us and not paid as a special dividend to SolarWinds, is determined to have been less than the reference cash balance of $50,000,000, SolarWinds will pay us the shortfall.

Private Placement

The separation agreement will provide that, with the prior written consent of SolarWinds (which consent may be granted or denied in its sole discretion), we may enter into privately negotiated agreements with one or more investors to sell, prior to the consummation of the separation and distribution, newly-issued shares of N-able common stock. On July 11, 2021, we entered into a privately negotiated common stock purchase agreement with the Investors to sell, prior to the consummation of the separation and distribution, an aggregate of 20,623,282 newly-issued shares of N-able common stock, which we anticipate will represent approximately 11.5% of our total shares of common stock as of the time of the separation and distribution. The price per share of shares of N-able common stock to be sold in the Private Placement is fixed at $10.91, which was determined through private negotiation between the Investors and N-able. The initial issuance and sale of such shares will not be registered under the Securities Act; however, we have granted registration rights to the Investors with respect to the shares of our common stock purchased by them in the Private Placement and have agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares. Upon the closing of the Private Placement, and prior to consummation of the separation and distribution, we will pay a dividend to SolarWinds in an amount equal to the net proceeds of the Private Placement, which amount is anticipated to be approximately $216.0 million. We will not retain any of the net proceeds of the Private Placement.

Insurance

Following the separation, we will be responsible for obtaining and maintaining at our own cost our own insurance coverage. Additionally, with respect to certain claims arising prior to the distribution, we may, for certain claims only, seek coverage under SolarWinds third-party insurance policies to the extent that coverage may be available thereunder.

No Restriction on Competition.

None of the provisions of the separation agreement include any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by either party.

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No Hire and No Solicitation.

Neither SolarWinds nor we will hire or retain an employee of the other party or its subsidiaries for one year following the distribution. Neither SolarWinds nor we will recruit or solicit an employee of the other party or its subsidiaries for one year following the distribution.

Dispute Resolution

If a dispute arises between SolarWinds and us under the separation agreement, the general counsels of the parties and such other representatives as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner then, unless otherwise agreed by the parties and except as otherwise set forth in the separation agreement, the dispute will be resolved through binding confidential arbitration.

Term/Termination

Prior to the distribution, SolarWinds has the unilateral right to terminate or modify the terms of the separation agreement. After the effective time of the distribution, the term of the separation agreement is indefinite and it may only be terminated with the prior written consent of both SolarWinds and us.

Other Matters Governed by the Separation Agreement

Other matters governed by the separation agreement include access to financial and other information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Transition Services Agreement

SolarWinds and we will enter into a transition services agreement that will be effective upon the distribution, pursuant to which SolarWinds and its subsidiaries and we and our subsidiaries will provide to each other various services. The services to be provided include information technology, facilities, certain accounting and other financial functions, and administrative services. The charges for the transition services generally are expected to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the services, generally without profit.

The transition services agreement will terminate on the expiration of the term of the last service provided under it, unless earlier terminated by the parties. If no term period is provided for a specified service, then such service is to terminate on the second anniversary of the effective date of the transition services agreement. The recipient for a particular service generally can terminate that service prior to the scheduled expiration date, subject to a minimum notice period equal to 30 days.

We do not expect the net costs associated with the transition services agreement to be materially different than the historical costs that have been allocated to us related to these same services.

Tax Matters Agreement

Allocation of Taxes. In connection with the separation and distribution, SolarWinds and we will enter into a tax matters agreement that will govern the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. In general, under the agreement, we will be responsible for any U.S. federal, state, local or foreign taxes (and any related interest, penalties or audit adjustments) imposed with respect to tax returns that include only us and/or any of our subsidiaries for any periods or portions thereof ending on or prior to consummation of the separation and distribution.

Neither party’s obligations under the agreement will be limited in amount or subject to any cap. The agreement will also assign responsibilities for administrative matters, such as the filing of returns, payment of taxes due,

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retention of records and conduct of audits, examinations or similar proceedings. In addition, the agreement will provide for cooperation and information sharing with respect to tax matters.

SolarWinds will generally be responsible for preparing and filing any tax return that includes SolarWinds or any of its subsidiaries (as determined immediately after the distribution), including those that also include us and/or any of our subsidiaries. We will generally be responsible for preparing and filing any tax returns that include only us and/or any of our subsidiaries.

The party responsible for preparing and filing any tax return will generally have primary authority to control tax audits related to any such tax return. We will generally have exclusive authority to control tax contests with respect to tax returns that include only us and/or any of our subsidiaries.

Preservation of the Tax-Free Status of Certain Aspects of the Separation. SolarWinds and we intend for the distribution to qualify as transaction to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies and certain related transactions each (or together with other such related transactions) qualify as a reorganization within the meaning of Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies or a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies.

SolarWinds expects to receive opinions from its tax counsel and tax advisers regarding the tax-free status of the distribution, together with certain related transactions. In connection with the opinions, SolarWinds and we have made and will make certain representations regarding the past and future conduct of their and our respective businesses and certain other matters.

We will also agree to certain covenants that contain restrictions intended to preserve the tax-free status of the distribution and separation. We may take certain actions prohibited by these covenants only if we obtain and provide to SolarWinds an opinion from a U.S. tax counsel or accountant of recognized national standing, in either case acceptable to SolarWinds in its sole and absolute discretion, to the effect that such action would not jeopardize the tax-free status of these transactions. We will be barred from taking any action, or failing to take any action, where such action or failure to act adversely affects or could reasonably be expected to adversely affect the tax-free status of these transactions, for all relevant time periods. In addition, during the time period ending two years after the date of the distribution, these covenants will include specific restrictions on our:

•issuance or sale of stock or other securities (including securities convertible into our stock but excluding certain compensatory arrangements);

•sales of assets outside the ordinary course of business; and

•entering into any other corporate transaction which would cause us to undergo a 50% or greater change in its stock ownership.

We will generally agree to indemnify SolarWinds and its affiliates against any and all tax-related liabilities incurred by them relating to the distribution and certain other aspects of the separation to the extent caused by an acquisition of our stock or assets or by any other action undertaken by us. This indemnification will apply even if SolarWinds has permitted us to take an action that would otherwise have been prohibited under the tax-related covenants described above.

Employee Matters Agreement

SolarWinds and we will enter into an employee matters agreement that will govern SolarWinds’ and our compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally will allocate liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.

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The employee matters agreement will provide for the treatment of outstanding SolarWinds equity awards, as described in further detail in the section entitled “Executive Compensation,” and certain other incentive arrangements.

The employee matters agreement will provide that, following the distribution, our employees generally will no longer participate in benefit plans sponsored or maintained by SolarWinds and will commence participation in our benefit plans, which are expected to be generally similar to the existing SolarWinds benefit plans.

The employee matters agreement also will set forth the general principles relating to employee matters, including with respect to the assignment and transfer of employees, the assumption and retention of liabilities and related assets, workers’ compensation, payroll taxes, regulatory filings, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information, and the duplication or acceleration of benefits.

Intellectual Property Matters Agreement

SolarWinds and we will enter into an intellectual property matters agreement pursuant to which SolarWinds will grant to us a generally irrevocable, non-exclusive, worldwide, and royalty-free license to use certain intellectual property rights retained by SolarWinds. We will be able to sublicense our rights in connection with activities relating to our and our controlled affiliates business, but not for independent use by third parties.

We will also grant back to SolarWinds a generally irrevocable, non-exclusive, worldwide, and royalty-free license to continue to use the transferred intellectual property rights. SolarWinds will be able to sublicense its rights in connection with activities relating to SolarWinds’ and its controlled affiliates retained business, but not for independent use by third parties. This license back will permit SolarWinds to continue to use the transferred intellectual property rights in the conduct of its remaining businesses. We believe that the license back will have little impact on our business because SolarWinds’ use of the transferred intellectual property rights is generally limited to SolarWinds’ products and services that are not part of our N-able business.

Under the intellectual property matters agreement, the term for the licensed or sublicensed know-how is perpetual and the term for each licensed or sublicensed patent is until expiration of the last valid claim of such patent. The intellectual property matters agreement will terminate only if SolarWinds and we agree in writing to terminate it.

Trademark License Agreement

SolarWinds and we will enter into a trademark license agreement pursuant to which SolarWinds will grant to us a generally limited, worldwide, non-exclusive and royalty-free license to use certain trademarks retained by SolarWinds that were used by us in the conduct of our business prior to the separation. The majority of those uses will be only on a short-term basis, while use in forwarding certain domains used in the business will continue for a longer term. We will be able to sublicense our rights in connection with activities relating to our and our controlled affiliates business. The trademark agreement will terminate once we cease to use all of the licensed trademarks and may be terminated by SolarWinds in certain instances related to a breach of the agreement by us or if we commence bankruptcy or similar proceedings.

Software Cross License Agreement

SolarWinds and we will enter into a software cross license agreement pursuant to which SolarWinds will grant to us a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. We will be able to sublicense our rights to third parties solely for use on behalf of us. We will pay a license fee to SolarWinds for the license to certain software libraries.

We will also grant back to SolarWinds a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. We will be able to sublicense our rights to third parties solely for use on behalf of us.

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The term of the software cross license agreement will be perpetual unless SolarWinds and we agree in writing to terminate the agreement.

Software OEM Agreements

SolarWinds and we will enter into a software OEM agreement pursuant to which SolarWinds will grant to us a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain SolarWinds software products to customers on a worldwide basis. We will enter into a substantially similar software OEM agreement under which we will grant to SolarWinds a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain of our software products to customers on a worldwide basis. Each agreement will have a two year term, and may be terminated by the licensor in certain instances related to a breach of the agreement by a party or if the other party commences bankruptcy or similar proceedings.

The Sponsors as Our Controlling Stockholders

Upon completion of the distribution, the Sponsors will collectively hold approximately 122,971,283 shares of N‑able common stock, representing approximately 68.8% of voting power. For as long as the Sponsors continue to control more than 50% of the outstanding shares of N-able common stock, the Sponsors will be able to direct the election of all the members of our board of directors. Similarly, the Sponsors will have the power to determine matters submitted to a vote of our stockholders without the consent of our other stockholders, will have the power to prevent a change in control of us and will have the power to take certain other actions that might be favorable to the Sponsors. In addition, pursuant to the terms of the stockholders’ agreement with the Sponsors that will be effective as of immediately prior to the consummation of the distribution, we will reimburse the Lead Sponsors and certain of their affiliates for certain out-of-pocket costs and expenses incurred in connection with the separation and distribution, certain advisory services and their ownership of N-able stock.

Stockholders’ Agreement

Prior to the distribution, we will enter into a stockholders’ agreement with the Sponsors, as well as other investors named therein. The stockholders’ agreement, as further described below, will contain specific rights, obligations and agreements of these parties as owners of our common stock. In addition, the stockholders’ agreement will contain provisions related to the composition of our board of directors and its committees, which are discussed under “Management—Composition of the Board of Directors,” and will provide that we will be obligated to reimburse the Lead Sponsors and certain of their affiliates for certain out-of-pocket costs and expenses incurred in connection with the separation and distribution, certain advisory services and their ownership of N-able stock.

Voting Agreement

Under the stockholders’ agreement, the Sponsors will all agree to take all necessary action, including casting all votes to which such stockholders are entitled to cast at any annual or special meeting of stockholders, to ensure that the composition of the board of directors complies with (and includes all of the nominees in accordance with) the provisions of the stockholders’ agreement related to the composition of our board of directors and its committees, which are discussed under “Management—Composition of the Board of Directors.”

Silver Lake and Thoma Bravo Approvals

Under the stockholders’ agreement and subject to our restated charter, our restated bylaws and applicable law, for so long as the Sponsors collectively own at least 30% of the aggregate number of outstanding shares of N‑able common stock immediately following the consummation of the distribution, the following actions by us or any of our subsidiaries would require the prior written consent of each of the Silver Lake Funds and the Thoma Bravo Funds so long as each are entitled to nominate at least two directors to our board of directors. The actions include:

•change in control transactions;

•acquiring or disposing of assets or entering into joint ventures with a value in excess of $150 million;

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•incurring indebtedness in an aggregate principal amount in excess of $150 million;

•initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving us or any of our significant subsidiaries;

•increasing or decreasing the size of our board of directors; and

•terminating the employment of our chief executive officer or hiring a new chief executive officer.

Transfer Restrictions

Under the stockholders’ agreement, each of our Sponsors will agree, subject to certain limited exceptions, not to sell, pledge, assign, encumber or otherwise transfer or dispose any of our common stock during the period following the consummation of the distribution until October 23, 2021 without the consent of the Silver Lake Funds and the Thoma Bravo Funds, as applicable.

Under the stockholders’ agreement, our management will also be subject to customary transfer restrictions which require compliance with the terms of the stockholders’ agreement, the Securities Act and any applicable state securities laws.

Indemnification

Under the stockholders’ agreement, we will agree, subject to certain exceptions, to indemnify the Sponsors and various respective affiliated persons from certain losses arising out of the indemnified persons’ investment in, or actual, alleged or deemed control or ability to influence, us.

Corporate Opportunities

The stockholders’ agreement will contain a covenant that requires our restated charter to provide for a renunciation of corporate opportunities presented to the Sponsors and their respective affiliates and the Silver Lake Directors and the Thoma Bravo Directors to the maximum extent permitted by Section 122(17) of the DGCL. See “Risk Factors—After the separation from SolarWinds, the Lead Sponsors will have a controlling influence over matters requiring stockholder approval.”

Sponsor Selling Restrictions

Prior to the to the distribution, SolarWinds and we will enter into an agreement with the Sponsors that will restrict the Sponsors from selling or otherwise disposing of more than 5% of their shares of SolarWinds or N-able common stock for one year following the distribution date unless the applicable transaction involves a sale or disposition of a pro rata interest in both SolarWinds and N-able, or the applicable Sponsor provides SolarWinds with an unqualified tax opinion from a qualified tax advisor that such a disposition will not cause the distribution to fail to qualify under Section 361(c) or Section 355(c) of the Code. SolarWinds also may unconditionally waive the restriction on dispositions but, in the event of a waiver, would cease to be able to rely on the opinions from its tax counsel and tax advisers delivered in connection with the separation and distribution.

Grants of Equity Awards

Prior to the completion of the separation, we expect to grant equity awards to certain of our directors and executive officers. For more information regarding the equity awards granted to our directors and named executive officers, see “Executive Compensation.”

Employment Agreements

See “Executive Compensation” for information on compensation and employment arrangements with our named executive officers.

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Registration Rights Agreement

Prior to the completion of the distribution, we intend to enter into a registration rights agreement with the Sponsors with customary representations, warranties and covenants, pursuant to which we will grant the Sponsors and their affiliates certain registration rights with respect to N-able common stock owned by them. In addition, in connection with the Private Placement, we have granted registration rights to the Investors with respect to the shares of our common stock purchased by them in the Private Placement and have agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares.

Policies and Procedures for Related Party Transactions

Prior to the completion of the separation, our board of directors will adopt a formal written policy providing that our audit committee will be responsible for reviewing “related party transactions,” which are transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships), to which we are a party, in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has, had or will have a direct or indirect material interest. For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our capital stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. In determining whether to approve or ratify any such transaction, our audit committee will take into account, among other factors it deems appropriate, (i) whether the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances and (ii) the extent of the related party’s interest in the transaction.

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Security Ownership of Certain Beneficial Owners and Management

As of the date of this information statement, SolarWinds beneficially owns all of the outstanding shares of N‑able common stock. For a description of certain voting arrangements relating to the shares of N-able common stock retained by SolarWinds, see “Certain Relationships and Related Party Transactions—Relationship with SolarWinds.”

The following table provides information regarding the anticipated beneficial ownership of our common stock immediately following the completion of the distribution by:

•each person known by us to beneficially own more than 5% of outstanding shares of N-able common stock;

•each of the directors;

•each of our executive officers named in the Summary Compensation Table under “Executive Compensation”; and

•all of our directors and executive officers as a group.

Except with respect to shares of N-able common stock to be issued in the Private Placement and as otherwise noted below, we based the share amounts on each person’s beneficial ownership of SolarWinds common stock on June 30, 2021, giving effect to a ratio of one share of N‑able common stock for every two shares of SolarWinds common stock.

Except as otherwise noted in the footnotes below, each person or entity identified in the table has sole voting and investment power with respect to the securities beneficially owned.

Immediately following the separation and distribution, we estimate that 158,123,060 shares of N‑able common stock will be issued and outstanding, based on the 316,246,120 shares of SolarWinds common stock outstanding on June 30, 2021, plus 20,623,282 shares of N-able common stock to be issued in the Private Placement. The actual number of shares of N‑able common stock that will be outstanding following the completion of the distribution will be determined on July 12, 2021.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or have the right to acquire such powers within 60 days. Accordingly, the following table does not include options to purchase N‑able common stock that are not exercisable within the next 60 days. Unless otherwise indicated, the address of each

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beneficial owner listed in the table below is c/o N-able, Inc., 301 Edgewater Dr., Suite 306, Wakefield, Massachusetts 01880.

Name and Address of Beneficial Owner	Beneficial Ownership of Our Common Stock	Percentage of Class
5% Stockholders
Silver Lake Funds(1)	61,473,869	34.39	%
Thoma Bravo Funds(2)	50,090,643	28.02	%
Thoma Bravo Co-Investors(3)	11,406,771	6.38	%
HarbourVest Partners(4)	3,719,600	2.08	%
AlpInvest Partners(5)	2,479,732	1.39	%
NB Alternatives Advisers LLC(6)	2,479,732	1.39	%
Lexington Co-Investment Holdings III L.P.(7)	1,239,867	*
Prudential(8)	743,920	*
Hermes USA Investors Venture II LP(9)	495,947	*
Howard Hughes Medical Institute(10)	247,973	*
Canada Pension Plan Investment Board(11)	17,159,696	9.6	%
Directors and Executive Officers
Mike Bingle	19,058	*
William Bock	20,343	*
Michael Hoffmann	19,058	*
Cam McMartin	—	—
Kristin Nimsger	—	—
Michael Widmann	9,798	*
John Pagliuca(12)	100,280	*
Frank Colletti(13)	22,050	*
Kathleen Pai	18,399	*
All directors and executive officers as a group (9 persons)(14)	208,986	*

_______________

*Less than 1%

(1)Consists of 43,338,406 shares of common stock held directly by Silver Lake Partners IV, L.P., the general partner of which is Silver Lake Technology Associates IV, L.P., or SLTA IV, the general partner of which is SLTA IV (GP), L.L.C., or SLTA GP IV; 712,320 shares of common stock held directly by Silver Lake Technology Investors IV, L.P., the general partner of which is SLTA IV; 17,323,318 shares of common stock held directly by SLP Aurora Co-Invest, L.P., the general partner of which is SLP Denali Co-Invest GP, L.L.C., the managing member of which is Silver Lake Technology Associates III, L.P., the general partner of which is SLTA III (GP), L.L.C., or SLTA GP III; and 99,825 shares of common stock held directly by SLTA. Silver Lake Group, L.L.C., or SLG, is the managing member of each of SLTA GP IV and SLTA GP III. The address of each of the entities identified in this footnote is c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, California 94025.

(2)Includes 16,333,201 shares of common stock held directly by Thoma Bravo Fund XI, L.P., 8,202,937 shares of common stock held directly by Thoma Bravo Fund XI-A, L.P., 8,079,625 shares of common stock held directly by Thoma Bravo Fund XII, L.P., 7,145,401 shares of common stock held directly by Thoma Bravo Fund XII-A, L.P., 360,326 shares of common stock held directly by Thoma Bravo Executive Fund XI, L.P., 79,070 shares of common stock held directly by Thoma Bravo Executive Fund XII, L.P., 70,260 shares of common stock held directly by Thoma Bravo Executive Fund XII-A, L.P.,  6,610,607 shares of common stock held directly by Thoma Bravo Special Opportunities Fund XII, L.P., and 3,209,216 shares of common stock held directly by Thoma Bravo Special Opportunities Fund XII-A, L.P. Thoma Bravo Partners XI, L.P., or TB Partners XI, is the general partner of each of Thoma Bravo Fund XI, L.P., Thoma Bravo Fund XI-A, L.P., Thoma Bravo Special Opportunities Fund II, L.P., Thoma Bravo Special Opportunities Fund II-A, L.P. and Thoma Bravo Executive Fund XI, L.P. Thoma Bravo Partners XII, L.P., or TB Partners XII, is the general partner of each of Thoma Bravo Fund XII, L.P., Thoma Bravo Fund XII-A, L.P., Thoma Bravo Executive Fund XII, L.P. and Thoma Bravo Executive Fund XII-a, L.P. Thoma Bravo is the general partner of each of TB Partners XI and TB Partners XII. By virtue of the relationships described in this footnote, Thoma Bravo may be deemed to exercise shared voting and dispositive power with respect to the shares held by the Thoma Bravo Funds. The principal business address of the entities identified herein is c/o Thoma Bravo, LLC,150 North Riverside Plaza, Suite 2800, Chicago, Illinois 60606.

(3)By virtue of the stockholders’ agreement, Thoma Bravo may be deemed to exercise voting and dispositive power with respect to the shares held by the stockholders listed below. Thoma Bravo disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest, if any.

(4)Includes 148,784 shares of common stock held directly by HarbourVest 2015 Global Fund L.P., 223,176 shares of common stock held directly by HarbourVest Global Annual Private Equity Fund L.P., 619,933 shares of common stock held directly by HarbourVest Partners IX-Buyout Fund L.P., 148,784 shares of common stock held directly by HarbourVest Partners X AIF Buyout L.P., 347,163

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shares of common stock held directly by HarbourVest Partners X Buyout Fund L.P., 247,973 shares of common stock held directly by Meranti Fund L.P., 247,973 shares of common stock held directly by NPS Co-Investment (A) Fund L.P. and 1,735,814 shares of common stock held directly by SMRS-TOPE LLC. Ultimate voting and dispositive power with respect to the shares held by the foregoing entities is exercised by HarbourVest Partners, LLC. The principal business address of each of the entities identified herein is One Financial Center, 44th Floor, Boston, MA 02111.

(5)Includes 29,756 shares of common stock held directly by AlpInvest GA Co C.V., 2,053,220 shares of common stock held directly by AlpInvest Partners Co-Investments 2014 I C.V., 332,780 shares of common stock held directly by AlpInvest Partners Co-Investments 2014 II C.V. and 63,976 shares of common stock held directly by AM 2014 Co C.V. Ultimate voting and dispositive power with respect to the shares held by the foregoing entities is exercised by AlpInvest Partners B.V. The principal business address for each of the entities identified herein is Jachthavenweg 118, 1081 KJ Amsterdam, the Netherlands.

(6)Includes 198,378 shares of common stock held directly by NB Crossroads XX - MC Holdings LP, 74,391 shares of common stock held directly by NB Crossroads XXI - MC Holdings LP, 49,595 shares of common stock held directly by NB - Iowa’s Public Universities LP, 173,581 shares of common stock held directly by NB PEP Holdings Limited, 49,595 shares of common stock held directly by NB RP Co-Investment & Secondary Fund LLC, 49,595 shares of common stock held directly by NB Sonoran Fund Limited Partnership, 1,487,840 shares of common stock held directly by NB Strategic Co-Investment Partners II Holdings LP, 49,595 shares of common stock held directly by NB Wildcats Fund LP, 99,189 shares of common stock held directly by Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund L.P. and 247,973 shares of common stock held directly by TfL Trustee Company Limited as Trustee of the TfL Pension Fund. Ultimate voting and dispositive power with respect to the shares held by the foregoing entities is exercised by NB Alternatives Advisers LLC. The principal business address for each of the entities identified herein is 325 N. Saint Paul Street, Suite 4900, Dallas, TX 75201.

(7)CIP Partners III, L.P. is the general partner of Lexington Co-Investment Holdings III, L.P. CIP Partners GP III LLC is the general partner of CIP Partners III, L.P. Lexington Partners L.P. is the managing member of CIP Partners GP III LLC. Lexington Partners Advisors GP L.L.C. is the general partner of Lexington Partners L.P. Lexington Partners Advisors Holdings L.P. is the sole member of Lexington Partners Advisors GP L.L.C. Lexington Partners Advisors Holdings GP L.L.C. is the general partner of Lexington Partners Advisors Holdings L.P. Ultimate voting and dispositive power of Lexington Partners Advisors Holdings GP L.L.C. is exercised by Brent R. Nicklas who disclaims beneficial ownership of the shares. The principal business address of the stockholder is 660 Madison Avenue, 23rd Floor, New York, NY 10065.

(8)Includes 371,960 shares of common stock held directly by The Prudential Insurance Company of America and 371,960 shares of common stock held directly by the Prudential Legacy Insurance Company of New Jersey. Ultimate voting and dispositive power with respect to the shares held by the foregoing entities is exercised by Prudential Financial, Inc. The principal business address for each of the entities identified herein is 751 Broad Street, Newark, New Jersey 07102.

(9)Ultimate voting and dispositive power with respect to the shares held by Hermes USA Investors Venture II LP is exercised by Hermes GPE LLP, acting in its capacity as manager of such stockholder. The principal business address for the stockholder is c/o Hermes GPE LLP.

(10)Howard Hughes Medical Institute (“HHMI”) is a nonprofit Delaware corporation qualified under 501(c)(3) of the Code and has no stockholders or beneficial owners. Voting and dispositive power with respect to the shares held by HHMI is exercised by Landis Zimmerman, as Chief Investment Officer. The principal business address of HHMI is 4000 Jones Bridge Road, Chevy Chase, MD 20815.

(11)Investment and voting power with regard to these shares rests with Canada Pension Plan Investment Board (“CPP Investments”). None of the members of the board of directors of CPP Investments has sole voting or dispositive power with respect to the shares of common stock beneficially owned by CPP Investments. The address for CPP Investments is One Queen Street East, Suite 2500, P.O. Box 101, Toronto, Ontario, M5C 2W5, Canada.

(12)Includes 9,750 shares of restricted stock subject to vesting conditions that will not vest within 60 days of June 30, 2021 and 2,821 RSUs that will vest within 60 days of June 30, 2021.

(13)Includes 769 RSUs that will vest within 60 days of June 30, 2021.

(14)Includes 9,750 shares of restricted stock subject to vesting conditions that will not vest within 60 days of June 30, 2021 and 3,590 RSUs that will vest within 60 days of June 30, 2021 beneficially owned by our executive officers and directors.

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Description of Indebtedness

The following is a summary of the indebtedness that N-able expects to incur in connection with the separation and distribution.

Credit Facilities

Overview

In connection with the separation and distribution, certain subsidiaries of N-able, Inc. are expected to enter into a credit agreement providing for $410.0 million of first lien secured credit facilities, or the Credit Facilities, consisting of a $60.0 million revolving credit facility, or the Revolving Facility, and a $350.0 million term loan facility, or the Term Loan, with JP Morgan Chase, Bank, N.A. as administrative agent and collateral agent and the lenders from time to time party thereto, or the Credit Agreement.

Use of Credit Facilities

We expect to use the proceeds from the Term Loan primarily to repay indebtedness owing to, or to make a distribution to, Solar Winds Holdings, Inc. and its affiliates. The Revolving Facility shall primarily be available for general corporate purposes.

Incremental Facilities

The Credit Facilities are expected to provide that the borrower may (a) request increases to any existing term loan facilities under the Credit Facilities and add one or more incremental term loan facilities and (b) add one or more incremental revolving facilities and increase commitments under any then-existing revolving facilities under the Credit Facilities, in each case in an aggregate principal amount not to exceed the greater of $125 million and 100% of Consolidated EBITDA (as defined in the Credit Agreement), subject to increase by the amount of voluntary prepayments of indebtedness under the Credit Facilities (and certain refinancings thereof), plus an unlimited amount so long as, (i) if such incremental indebtedness is secured by a lien on the collateral on a pari passu basis with the lien securing the Credit Facilities, the borrower is in compliance on a pro forma basis with a first lien net leverage ratio of no greater than 4.50 to 1.00 (or, if in connection with an acquisition or other permitted investment, no greater than immediately prior thereto), (ii) if such increase or incremental indebtedness is secured by a lien on the collateral by a lien that is junior to the lien securing the Credit Facilities, the borrower is either (I) in compliance on a pro forma basis with a secured net leverage ratio of no greater than 6.00 to 1.00 (or, if in connection with an acquisition or other permitted investment, no greater than immediately prior thereto) or (II) in compliance with an interest coverage ratio of not less than 2.00:1.00 (or, if in connection with an acquisition or other permitted investment, no less than immediately prior thereto) or (iii) if such increase or incremental indebtedness is unsecured, the borrower is either (I) in compliance on a pro forma basis with a total net leverage ratio of no greater than 6.50 to 1.00 (or, if in connection with an acquisition or other permitted investment, no greater than immediately prior thereto) or (II) in compliance with an interest coverage ratio of not less than 2.00:1.00 (or, if in connection with an acquisition or other permitted investment, no less than immediately prior thereto). The lenders will not be obligated to provide such additional commitments, and the incurrence of any incremental indebtedness will be subject to customary conditions precedent.

Amortization, Interest Rates and Fees

The Term Loan is expected to require quarterly repayments equal to 0.25% of the original principal amount.

The borrowings denominated in U.S. dollars under the Revolving Facility are expected to bear interest at a floating rate which can be, at our option, either (1) an Adjusted LIBOR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00% or (2) a base rate plus an applicable margin of 2.00%. Each margin is expected to be subject to reductions to 2.75% and 1.75%, respectively, based on our first lien net leverage ratio. The borrowings denominated in Euros under the Revolving Facility are expected to bear interest at a floating rate which can be, at our option, either (1) an Adjusted EURIBOR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00% or (2) a base rate plus an applicable margin of 2.00%.

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Each margin is expected to be subject to reductions to 2.75% and 1.75%, respectively, based on our first lien net leverage ratio.

The borrowings under the Term Loan are expected to bear interest at a floating rate which can be, at our option, either (1) an Adjusted LIBOR rate (subject to a “floor” of 0.5%) for a specified interest period plus an applicable margin of 3.00% or (2) a base rate plus an applicable margin of 2.00%. Each margin is expected to be subject to reductions to 2.75% and 1.75%, respectively, based on our first lien net leverage ratio.

The base rate for any day is expected to be a fluctuating rate per annum equal to the highest of (a) the federal funds effective rate in effect on such day, plus ½ of 1.00%, (b) the prime commercial lending rate in effect for such day as publicly announced by JPMorgan Chase Bank, N.A. and (c) the one-month published Adjusted LIBOR rate plus 1.00%.

In addition to paying interest on loans outstanding under the Revolving Facility, we expect to be required to pay a commitment fee of 0.375% per annum in respect of unused commitments thereunder, subject to a reduction to 0.25% per annum based on our first lien net leverage ratio. We expect to also be required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin for Eurodollar loans under the Revolving Facility on a per annum basis. We are required to pay customary fronting fees for the issuance of letters of credit and documentary fees.

Voluntary Prepayments

We expect to be permitted to voluntarily prepay or repay outstanding loans under the Revolving Facility or Term Loan at any time, in whole or in part, subject to minimum amounts, customary “breakage” costs with respect to Eurodollar loans, and, with respect to the Revolving Facility only, to subsequently reborrow amounts prepaid. Prior to the date that is six months from the closing date of the Credit Agreement, we expect to be required to pay a 1.00% fee in connection with any voluntary prepayments of, or amendments to, the Term Loan in connection with a transaction that would reduce the yield thereunder, subject to certain exceptions.

We expect to be permitted to reduce commitments under the Revolving Facility at any time, in whole or in part, subject to minimum amounts.

Mandatory Prepayments

We expect the Credit Agreement to require us to prepay, subject to certain exceptions, the Term Loan with:

•100% of net cash proceeds above a threshold amount of certain asset sales, subject to (i) reinvestment rights (ii) step-downs to (x) 50% if our first lien net leverage ratio is less than or equal to 4.00 to 1.00, but greater than 3.50 to 1.00 and (y) 0% if our first lien net leverage ratio is less than or equal to 3.50 to 1.00 and (iii) certain other exceptions;

•100% of net cash proceeds of the incurrence of certain debt; and

•50% of annual excess cash flow to the extent such prepayment would be in excess of the greater of $18.75 million and 15% of Consolidated EBITDA (as defined in the Credit Agreement), subject to (i) a step-down to 25% if our first lien net leverage ratio is less than or equal to 4.00 to 1.00, but greater than 3.50 to 1.00, and (ii) a step-down to 0% if our first lien net leverage ratio is less than or equal to 3.50 to 1.00.

Guarantees

Subject to certain exceptions, all obligations under the Credit Facilities, as well as certain hedging and cash management arrangements, are expected to be jointly and severally, fully and unconditionally, guaranteed on a senior unsecured basis by the direct parent of the borrower thereunder and certain of its existing and future domestic subsidiaries.

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Security

Our obligations and the obligations of the guarantors under the Credit Facilities are expected to be secured by perfected first priority pledges of and security interests in (i) substantially all of the equity interests of our material wholly owned restricted U.S. subsidiaries and 65% of the equity interests in the material restricted first-tier foreign subsidiaries held by the borrower or the guarantors under the Credit Agreement and (ii) substantially all of the borrower’s and the guarantors’ tangible and intangible assets, in each case subject to certain exceptions to be set forth in the Credit Agreement.

Certain Covenants

The Credit Agreement is expected to contain a number of covenants that, among other things, will restrict, subject to certain exceptions, our ability to:

•incur additional indebtedness;

•create liens;

•engage in mergers or consolidations;

•sell or transfer assets;

•pay dividends and distributions or repurchase our capital stock;

•make investments, loans, or advances;

•prepay certain junior indebtedness;

•engage in certain transactions with affiliates; and

•enter into negative pledge agreements.

In addition, the Revolving Facility is expected to be subject to a springing financial maintenance covenant requiring compliance with a maximum first lien net leverage ratio of 7.50 to 1.00 at the end of each fiscal quarter, which will triggered when loans outstanding under the Revolving Facility exceed 35% of the aggregate commitments under the Revolving Facility.

Events of Defaults

The Credit Agreement is expected to contain certain customary events of default, including, among others, failure to pay principal, interest or other amounts; inaccuracy of representations and warranties; violation of covenants; cross events of default; certain bankruptcy and insolvency events; certain ERISA events; certain undischarged judgments; and change of control.

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Description Of Capital Stock

The following is a summary of our capital stock and certain provisions of our amended and restated certificate of incorporation, or our restated charter and amended and restated bylaws, or our restated bylaws, to be effective immediately prior to the completion of the distribution. This summary does not purport to be complete and is qualified by the provisions of our restated charter and restated bylaws, copies of which have been filed as exhibits to the registration statement of which this information statement is a part.

Immediately following the completion of the distribution, our authorized capital stock will consist of 550,000,000 shares of common stock, $0.001 par value, and 50,000,000 shares of undesignated preferred stock, $0.001 par value.

Common Stock

Pursuant to our restated charter, to be effective immediately prior to the completion of the distribution, holders of common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive ratably any dividends declared by our board of directors out of assets legally available. See “Dividend Policy.” Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then-outstanding shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

Pursuant to our restated charter, to be effective immediately prior to the completion of the distribution, our board of directors will have the authority, without further action by the stockholders, to issue from time to time up to 50,000,000 shares of preferred stock, in one or more series. Our board of directors will determine the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series, any or all of which may be greater than or senior to the rights of the common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that such holders will receive dividend payments and payments upon liquidation, and the likelihood that holders of preferred stock will receive dividend payments and payments upon liquidation may have the effect of delaying, deterring or preventing a change in control, which could depress the market price of our common stock. We have no current plan to issue any shares of preferred stock.

Sponsor Registration Rights

Prior to the completion of the distribution we will enter into the registration rights agreement with the Sponsors. Subject to the terms of the registration rights agreement, as of the completion of the distribution, holders of 122,971,283 shares of our common stock will have registration rights pursuant to this agreement, which will include demand registration rights, piggyback registration rights and short-form registration rights. The following description of the terms of the registration rights agreement is intended as a summary only and is qualified by reference to the form of registration rights agreement to be filed as an exhibit to the registration statement of which this information statement is a part.

Demand Registration Rights

Pursuant to the registration rights agreement, the holders of a majority of the outstanding Registrable Securities (as defined therein, and which term includes shares of our common stock held by the Silver Lake Funds and the Thoma Bravo Funds), or the Initiating Holders, are entitled to request an unlimited number of Demand Registrations

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(as defined therein), so long as a registration under the registration rights agreement was not effected in the preceding 90 days. The holders of Registrable Securities are also entitled to certain shelf registration rights.

Piggyback Registration Rights

If at any time we propose to register the offer and sale of shares of our common stock under the Securities Act (other than pursuant to a Demand Registration or a Shelf Registration under the registration rights agreement or a registration on Form S-4, Form S-8 or any successor form), then we must notify the holders of Registrable Securities of such proposal to allow them to include a specified number of their shares of our common stock in such registration, subject to certain marketing and other limitations.

Restrictions

Pursuant to the registration rights agreement, we have agreed to not publicly sell or distribute any securities during the period beginning on the date of the notice of the requested demand registration and ending 90 days after the first effective date of any underwritten registration effected pursuant to the registrations described below (except pursuant to registrations on Form S-4, Form S-8 or any successor form).

Private Placement Investor Registration Rights

In connection with the Private Placement, we have granted registration rights to the Investors with respect to the aggregate shares of our common stock purchased by them in the Private Placement and have agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares. We have further agreed to use commercially reasonable efforts to have such Form S-1 declared effective and to keep such registration statement, or another shelf registration statement that includes such shares, effective with respect to each Investor until the earliest of (i) the date on which such Investor ceases to hold any shares issued pursuant to the Private Placement agreement, (ii) the first date on which such Investor is able to sell all of its shares in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule (but with no volume or other restrictions or limitations including as to manner or timing of sale) and (iii) if the shares purchased pursuant to the Private Placement agreement by such Investor represent greater than 5% of our outstanding common stock, the date upon which such shares purchased by such Investor no longer represent greater than 5% of our outstanding common stock.

Anti-Takeover Provisions Under Our Restated Charter and Restated Bylaws and Delaware Law

Certain provisions of Delaware law, our restated charter and restated bylaws, to be effective immediately prior to the completion of the distribution, contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may have the effect of discouraging coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquiror outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Restated Charter

Undesignated Preferred Stock. As discussed above, our board of directors will have the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control of us or our management.

Limitations on the Ability of Stockholders to Act by Written Consent or Call a Special Meeting. Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes

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that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our restated charter provides otherwise. Our restated charter provides that so long as the Lead Sponsors beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, any action required or permitted to be taken by our stockholders may be effected by written consent. Our restated charter also provides that, after the Lead Sponsors no longer continue to beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, our stockholders may not take action by written consent but may take action only at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws. Our restated charter provides that special meetings of the stockholders may be called only upon a resolution approved by a majority of the total number of directors that we would have if there were no vacancies or, prior to the date that the Lead Sponsors no longer beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, at the request of the holders of a majority of the voting power of our then-outstanding shares of voting capital stock. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our restated bylaws establish advance-notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. However, our restated bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

Board Vacancies. Our restated charter and restated bylaws will provide that, subject to the rights granted to one or more series of preferred stock then outstanding, or the rights granted under the stockholders’ agreement, only our board of directors will be allowed to fill vacant directorships. In addition, once the Lead Sponsors no longer beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This will make it more difficult to change the composition of our board of directors and will promote continuity of management.

Classified Board. Our restated charter and restated bylaws provide that our board of directors will, after completion of the distribution, be classified into three classes of directors, with each class serving three-year staggered terms. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time-consuming for stockholders to replace a majority of the directors on a classified board of directors.

No Cumulative Voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our restated charter provides otherwise. Our restated charter provides that there shall be no cumulative voting, and our restated bylaws do not expressly provide for cumulative voting.

Directors Removed Only for Cause. Prior to the first date following the distribution on which the Lead Sponsors no longer beneficially own 30% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, our directors may be removed with or without cause upon the affirmative vote of a majority in voting power of all outstanding capital stock entitled to vote generally in the election of directors. Our restated charter provides that once the Lead Sponsors no longer beneficially own 30% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, stockholders may remove directors only for cause and by the affirmative vote of the holders of at least 66 2/3% of the shares then entitled to vote generally in the election of directors.

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Amendment of Charter Provisions and Bylaws. Our restated charter provides that once the Lead Sponsors no longer beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, our bylaws may be adopted, amended, altered or repealed by the vote of a majority of the voting power of our then-outstanding voting stock, voting together as a single class. After the Lead Sponsors no longer beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, our bylaws may be adopted, amended, altered or repealed by either (i) a vote of a majority of the total number of directors that the company would have if there were no vacancies or (ii) in addition to any other vote otherwise required by law, the affirmative vote of the holders of at least 66 2/3% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class.

Our restated charter also provides that once the Lead Sponsors no longer beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, the provisions of our restated charter relating to the size and composition of our board of directors, limitation on liabilities of directors, stockholder action by written consent, the ability of stockholders to call special meetings, business combinations with interested persons, amendment of our restated bylaws or restated charter and the Court of Chancery of the State of Delaware as the exclusive forum for certain disputes, may be amended, altered, changed or repealed only by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of our outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. So long as the Lead Sponsors continue to beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, such provisions may be amended, altered, changed or repealed by the affirmative vote of the holders of a majority of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class. Our restated charter also provides that the provision of our restated charter that deals with corporate opportunity may be amended, altered or repealed only by a vote of 80% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class. See “—Corporate Opportunity.”

Once the Lead Sponsors no longer beneficially own 40% of the voting power of our then-outstanding capital stock entitled to vote generally in the election of directors, any amendment of the above provisions in our restated charter would require approval by holders of at least 66 2/3% of our then-outstanding capital stock.

Business Combinations with Interested Stockholders. We have elected in our restated charter not to be subject to Section 203 of the DGCL, or Section 203, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with an interested stockholder (i.e., a person or group owning 15% or more of the corporation’s voting stock) for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we will not be subject to any anti-takeover effects of Section 203. However, our restated charter contains provisions that have the same effect as Section 203, except that they provide that the Sponsors, including the Silver Lake Funds and the Thoma Bravo Funds and any persons to whom any Lead Sponsor sells its common stock, will not constitute “interested stockholders” for purposes of this provision, and thereby will not be subject to the restrictions set forth in our restated charter that have the same effect as Section 203.

Forum Selection. Our restated charter provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

•any derivative or proceeding brought on our behalf;

•any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;

•any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our restated charter or our restated bylaws; or

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•any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine;

in each such case, subject to such Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein. Our restated charter will further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Our restated charter also provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and to have consented to, this forum selection provision.

Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents. The enforceability of similar exclusive forum provisions in other companies’ charters has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our restated charter is inapplicable or unenforceable.

Corporate Opportunity. Messrs. Bingle and Widmann of Silver Lake and Mr. Hoffmann and Ms. Nimsger of Thoma Bravo will serve as directors following completion of the distribution. Silver Lake, as the ultimate general partner of the Silver Lake Funds, and Thoma Bravo, as the ultimate general partner of the Thoma Bravo Funds, will together continue to beneficially own a majority of our outstanding common stock upon the completion of the distribution. Silver Lake and Thoma Bravo may beneficially hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of Silver Lake or Thoma Bravo, on the one hand, and of other stockholders, on the other hand, arise, these directors may not be disinterested. Although our directors and officers have a duty of loyalty to us under Delaware law and our restated charter, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (i) the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approved the transactions, (ii) the material facts relating to the director’s or officer’s relationship or interest are disclosed to our stockholders and a majority of our disinterested stockholders approve the transaction or (iii) the transaction is otherwise fair to us.

Our restated charter provides that no officer or director of our company who is also a principal, officer, director, member, manager, partner, employee and/or independent contractor of Silver Lake, Thoma Bravo or SolarWinds will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual pursues or acquires a corporate opportunity for his own account or the account of an affiliate, as applicable, instead of us, directs a corporate opportunity to Silver Lake, Thoma Bravo or SolarWinds, as applicable, instead of us or does not communicate information regarding a corporate opportunity to us. Our restated charter also provides that any principal, officer, director, member, manager, partner, employee and/or independent contractor of Silver Lake, Thoma Bravo or SolarWinds or any entity that Silver Lake, Thoma Bravo or SolarWinds controls, is controlled by or under common control with Silver Lake, Thoma Bravo or SolarWinds, as applicable, or any investment funds advised by Silver Lake or Thoma Bravo, as applicable, will not be required to offer any transaction opportunity of which they become aware to us and could take any such opportunity for themselves or offer it to other companies in which they have an investment.

This provision may not be modified without the affirmative vote of the holders of at least 80% of the voting power of all of our outstanding shares of common stock.

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Transfer and Distribution Agent and Registrar

Upon completion of the distribution, the transfer and distribution agent and registrar for the N-able common stock will be American Stock Transfer & Trust Company. The transfer and distribution agent’s address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (718) 921-8254.

Limitations of Liability and Indemnification

See “Executive Compensation—Limitations of Liability; Indemnification of Directors and Officers.”

Listing

We have been approved to list our common stock on the NYSE under the symbol “NABL” upon official notice of issuance.

Sale of Unregistered Securities

On April 12, 2021, N-able issued 1,000 shares of its common stock to SolarWinds Holdings, Inc., a wholly owned subsidiary of SolarWinds, pursuant to Section 4(a)(2) of the Securities Act. We did not register the issuance of the issued shares under the Securities Act because such issuance did not constitute a public offering. On July 11, 2021, we entered into a privately negotiated common stock purchase agreement with the Investors pursuant to which, and on the terms and subject to the conditions of which, the Investors have agreed to purchase, on the distribution date but prior to the consummation of the separation and the distribution, an aggregate of 20,623,282 newly-issued shares of N-able common stock in the Private Placement for $10.91 per share. The shares of N-able common stock to be issued in connection with the Private Placement will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

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Shares Eligible For Future Sale

We cannot predict with certainty the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price prevailing from time to time. The sale of substantial amounts of our common stock in the public market or the perception that such sales could occur could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

Upon completion of the distribution, we anticipate that we will have approximately 178,746,342 shares of our common stock outstanding.

The shares of common stock that are held by affiliates, as well as shares reserved for future issuance under our stock plans, will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under the Securities Act. Any shares registered pursuant to the registration rights agreement described in “Description of Capital Stock—Sponsor Registration Rights” and “Description of Capital Stock—Private Placement Investor Registration Rights” will be freely tradable in the public market.

Rule 144

In general, under Rule 144 as in effect on the date of this information statement, beginning 90 days after the date of this information statement a person (or persons whose shares of our common stock are required to be aggregated) who is an affiliate of ours is entitled to sell in any three-month period a number of shares of our common stock that does not exceed the greater of:

•1% of the number of shares of our common stock then outstanding, which will equal approximately 1,787,463 shares immediately after completion of the distribution; or

•the average weekly trading volume in the shares of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale,

except that, in the case of restricted securities, at least six months have elapsed since the later of the date such shares were acquired from us or any of our affiliates.

Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An “affiliate” of ours is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with us.

Under Rule 144, a person (or persons whose shares are required to be aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who holds shares of our common stock that are restricted securities, may sell such shares provided that at least six months have elapsed since the later of the date such shares were acquired from us or from any of our affiliates and subject to the availability of current information about us. If at least one year has elapsed since the later of the date such shares of our common stock were acquired from us or from any of our affiliates, such non-affiliate of ours may sell such shares without restriction under Rule 144.

Rule 701

Rule 701 of the Securities Act, as currently in effect, permits any of our employees, officers, directors or consultants who purchased or receive shares from us pursuant to a written compensatory plan or contract to resell such shares in reliance upon Rule 144, but without compliance with certain restrictions. Subject to any applicable lock-up agreements, Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 beginning 90 days after the date of this information statement without complying with the holding period requirement of Rule 144 and that non-affiliates may sell such shares in reliance on Rule 144 beginning 90 days after the date of this information statement without complying with the holding period, public information, volume limitation or notice requirements of Rule 144.

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10b5-1 Plans

After the completion of the distribution, certain of our employees, including our executive officers, and/or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Registration Rights

Upon the closing of the distribution, the Sponsors will be entitled to rights with respect to the registration of the sale of our common stock under the Securities Act. Registration of the sale of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. Additionally, in connection with the Private Placement, we have granted registration rights to the Investors with respect to the 20,623,282 aggregate shares of our common stock purchased by them in the Private Placement and have agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares. See the sections titled “Description of Capital Stock—Sponsor Registration Rights” and “Description of Capital Stock—Private Placement Investor Registration Rights.”

Registration Statement

We intend to file a registration statement on Form S-8 under the Securities Act covering all of the shares of our common stock reserved for future issuance under our stock plans. We expect to file this registration statement as soon as practicable. Upon effectiveness, the shares of common stock covered by that registration statement will be eligible for sale in the public market.

Sponsor Selling Restrictions

Prior to the to the distribution, SolarWinds and we will enter into an agreement with the Sponsors that will restrict the Sponsors from selling or otherwise disposing of more than 5% of their shares of SolarWinds or N-able common stock for one year following the distribution date unless the applicable transaction involves a sale or disposition of a pro rata interest in both SolarWinds and N-able, or the applicable Sponsor provides SolarWinds with an unqualified tax opinion from a qualified tax advisor that such a disposition will not cause the distribution to fail to qualify under Section 361(c) or Section 355(c) of the Code. SolarWinds also may unconditionally waive the restriction on dispositions but, in the event of a waiver, would cease to be able to rely on the opinions from its tax counsel and tax advisers delivered in connection with the separation and distribution.

U.S. Federal Income Tax Considerations

The following is a discussion of material U.S. federal income tax consequences of the distribution of N‑able common stock to “U.S. holders” (as defined below) of SolarWinds common stock. This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated thereunder, rulings and other administrative pronouncements issued by the Internal Revenue Service (the “IRS”), and judicial decisions, all as in effect on the date of this information statement, and all of which are subject to change at any time, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This discussion applies only to U.S. holders of shares of SolarWinds common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based upon the assumption that the distribution, together with certain related transactions, will be consummated in accordance with the separation documents and as described in this information statement. This summary is for general information only and is not tax advice. It does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of its particular circumstances or to holders subject to special rules under the Code (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, broker-dealers, partners in partnerships that hold SolarWinds common stock, pass-through entities, traders in securities who elect to apply a mark-to-market method of accounting, shareholders who hold SolarWinds common stock as part of a

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“hedge,” “straddle,” “conversion,” “synthetic security,” “integrated investment” or “constructive sale transaction,” individuals who receive SolarWinds common stock upon the exercise of employee stock options or otherwise as compensation, holders who are liable for alternative minimum tax or any holders who actually or constructively own more than 5% of SolarWinds common stock). This discussion also does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds SolarWinds common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the separation and distribution.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of SolarWinds common stock that is, for U.S. federal income tax purposes:

•an individual who is a citizen or a resident of the United States;

•a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia;

•an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•a trust, if (a) a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (b) it has a valid election in place under applicable Treasury Regulations to be treated as a United States person.

THE FOLLOWING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SEPARATION AND DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

SolarWinds has not sought and does not intend to seek a ruling from the IRS with respect to the treatment of the distribution and certain related transactions for U.S. federal income tax purposes and there can be no assurance that the IRS will not assert that the distribution and/or certain related transactions are taxable. It is a condition to the distribution that SolarWinds receive an opinion of tax counsel and tax advisors satisfactory to the board of directors of SolarWinds, to the effect that the distribution should qualify as a transaction to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies and certain related transactions should each (or together with other such related transactions) qualify as a reorganization within the meaning of Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies or distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies. The opinion of tax counsel and tax advisors will be based upon and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of N-able (including those relating to the past and future conduct of N-able and SolarWinds). If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if N-able and SolarWinds breach any of their respective covenants in the separation documents, the opinion of tax counsel and tax advisors may be invalid and the conclusions reached therein could be jeopardized. An opinion of tax counsel and tax advisors is not binding on the IRS or the courts.

Notwithstanding receipt by SolarWinds of the opinion of tax counsel and tax advisors, the IRS could assert that the distribution and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, SolarWinds, N-able and SolarWinds shareholders could

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be subject to significant U.S. federal income tax liability. Please refer to “—Material U.S. Federal Income Tax Consequences if the Distribution is Taxable” below.

Material U.S. Federal Income Tax Consequences if the Distribution Qualifies as a Transaction that is Generally Tax-Free Under Sections 355 and Sections 368(a)(1)(D) of the Code

Assuming the distribution qualifies as a transaction to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies and certain related transactions each (or together with other such related transactions) qualify as a reorganization within the meaning of Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies or a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies, the U.S. federal income tax consequences of the distribution are as follows:

•no gain or loss will be recognized by, and no amount will be includible in the income of SolarWinds as a result of the distribution, other than any gain or income arising in connection with certain internal restructurings undertaken in connection with the separation and distribution (including with respect to any portion of the borrowing proceeds transferred to SolarWinds from N-able that is not used for qualifying purposes) and with respect to any “excess loss account” or “intercompany transaction” required to be taken into account by SolarWinds under U.S. Treasury regulations relating to consolidated federal income tax returns;

•no gain or loss will be recognized by (and no amount will be included in the income of) U.S. holders of SolarWinds common stock upon the receipt of N-able common stock in the distribution, except with respect to any cash received in lieu of fractional shares of N-able common stock (as described below);

•the aggregate tax basis of the SolarWinds common stock and the N-able common stock received in the distribution (including any fractional share interest in N-able common stock for which cash is received) in the hands of each U.S. holder of SolarWinds common stock immediately after the distribution will equal the aggregate basis of SolarWinds common stock held by the U.S. holder immediately before the distribution, allocated between the SolarWinds common stock and the N-able common stock (including any fractional share interest in N-able common stock for which cash is received) in proportion to the relative fair market value of each on the date of the distribution; and

•the holding period of the N-able common stock received by each U.S. holder of SolarWinds common stock in the distribution (including any fractional share interest in N-able common stock for which cash is received) will generally include the holding period at the time of the distribution for the SolarWinds common stock with respect to which the distribution is made.

A U.S. holder who receives cash in lieu of a fractional share of N-able common stock in the distribution will be treated as having sold such fractional share for cash, and will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and such U.S. holder’s adjusted tax basis in such fractional share. Such gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for its SolarWinds common stock exceeds one year at the time of distribution.

If a U.S. holder of SolarWinds common stock holds different blocks of SolarWinds common stock (generally shares of SolarWinds common stock purchased or acquired on different dates or at different prices), such holder should consult its tax advisor regarding the determination of the basis and holding period of shares of N‑able common stock received in the distribution in respect of particular blocks of SolarWinds common stock.

Material U.S. Federal Income Tax Consequences if the Distribution is Taxable

As discussed above, SolarWinds has not sought and does not intend to seek a ruling from the IRS with respect to the treatment of the distribution for U.S. federal income tax purposes. Notwithstanding receipt by SolarWinds of an opinion of tax counsel and tax advisors, the IRS could assert that the distribution does not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, some or all of the consequences described above would not apply and SolarWinds, N-able and SolarWinds shareholders could be

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subject to significant U.S. federal income tax liability. In addition, certain events that may or may not be within the control of SolarWinds or N-able could cause the distribution and/or certain related transactions not to qualify for tax-free treatment for U.S. federal income tax purposes. Depending on the circumstances, N-able may be required to indemnify SolarWinds for taxes (and certain related amounts) resulting from the distribution not qualifying as tax-free for U.S. federal income tax purposes.

If the distribution and certain related transactions fail to qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 and/or Section 368(a)(1)(D) of the Code, in general, SolarWinds would recognize taxable gain as if it had sold the N-able common stock in a taxable sale for its fair market value (unless SolarWinds and N-able jointly make an election under Section 336(e) of the Code with respect to the distribution, in which case, in general, (a) SolarWinds would recognize taxable gain as if N-able had sold all of its assets in a taxable sale in exchange for an amount equal to the fair market value of the N-able common stock and the assumption of all N-able liabilities and (b) N‑able would obtain a related step up in the basis of its assets) and SolarWinds shareholders who receive N-able common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.

Even if the distribution and certain related transactions were to otherwise qualify as tax-free under Sections 355 and/or 368(a)(1)(D) of the Code, it may result in taxable gain to SolarWinds under Section 355(e) of the Code if the distribution were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50% or greater interest (by vote or value) in SolarWinds or N-able. For this purpose, any acquisitions of SolarWinds or N-able shares within the period beginning two years before the distribution and ending two years after the distribution are presumed to be part of such a plan, although N-able or SolarWinds may be able to rebut the presumption depending on the circumstances.

In connection with the distribution, N-able and SolarWinds will enter into a tax matters agreement pursuant to which N-able will be responsible for certain liabilities and obligations following the distribution. In general, under the terms of the tax matters agreement, if the distribution, together with certain related transactions, were to fail to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code (including as a result of Section 355(e) of the Code) if such failure were the result of actions taken after the distribution by SolarWinds or N‑able, then the party responsible for such failure will be responsible for all taxes imposed on SolarWinds to the extent such taxes result from such actions. For a discussion of the tax matters agreement, see “Certain Relationships and Related Person Transactions—Tax Matters Agreement.” N-able’s indemnification obligations to SolarWinds under the tax matters agreement are not expected to be limited in amount or subject to any cap. If N-able is required to indemnify SolarWinds and its subsidiaries and their respective officers and directors under the circumstances set forth in the tax matters agreement, N-able may be subject to substantial liabilities.

Backup Withholding and Information Reporting

Payments of cash to U.S. holders of SolarWinds common stock in lieu of fractional shares of N-able common stock may be subject to information reporting and backup withholding (currently, at a rate of 24%), unless such U.S. holder delivers a properly completed IRS Form W-9 certifying such U.S. holder’s correct taxpayer identification number and certain other information, or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

THE FOREGOING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SEPARATION AND DISTRIBUTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. THE FOREGOING DISCUSSION DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SEPARATION AND DISTRIBUTION OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF SHAREHOLDERS. HOLDERS OF SOLARWINDS COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE

184

EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

Where You Can Find More Information

We have filed a registration statement on Form 10 with the SEC with respect to the shares of N-able common stock that holders of SolarWinds common stock will receive in the distribution as contemplated by this information statement. This information statement is a part of, and does not contain all the information set forth in, the registration statement and the other exhibits and schedules to the registration statement. For further information with respect to us and our common stock, please refer to the registration statement, including its other exhibits and schedules. Statements we make in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules, on the Internet website maintained by the SEC at www.sec.gov. Information contained on any website we refer to in this information statement does not and will not constitute a part of this information statement or the registration statement on Form 10 of which this information statement is a part.

As a result of the separation and distribution we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC.

We intend to furnish holders of our common stock with annual reports containing financial statements prepared in accordance with GAAP and audited and reported on by an independent registered public accounting firm. You should rely only on the information contained in this information statement or to which this information statement has referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.

185

INDEX TO COMBINED FINANCIAL STATEMENTS

	Page
N-able, Inc. (formerly known as SWI SpinCo, a business of SolarWinds Corporation)
Report of Independent Registered Public Accounting Firm	F-2
Combined Balance Sheets	F-3
Combined Statements of Operations	F-4
Combined Statements of Comprehensive Income (Loss)	F-5
Combined Statements of Changes in Parent Company Net Investment	F-5
Combined Statements of Cash Flows	F-8
Notes to Combined Financial Statements	F-9
1. Organization and Nature of Operations	F-9
2. Basis of Presentation	F-9
3. Summary of Significant Accounting Policies	F-11
4. Acquisitions	F-22
5. Goodwill and Intangible Assets	F-25
6. Property and Equipment	F-27
7. Leases	F-27
8. Accrued Liabilities and Other	F-29
9. Employee Benefit Plans	F-29
10. Relationship with Parent and Related Entities	F-29
11. Income Taxes	F-32
12. Commitments and Contingencies	F-36
13. Operating Segments and Geographic Information	F-36
14. Subsequent Events	F-37
Schedule II - Valuation and Qualifying Accounts	F-38

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of SolarWinds Corporation

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of N-able, Inc. (formerly known as SWI SpinCo) (the “Company”), a business of SolarWinds Corporation, as of December 31, 2020 and 2019, and the related combined statements of operations, of comprehensive income (loss), of changes in parent company net investment, and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 3 to the combined financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinion

These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these combined financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Austin, Texas

March 1, 2021

We have served as the Company's auditor since 2020.

F-2

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Combined Balance Sheets

(In thousands)

	December 31,				March 31,
	2020		2019		2021
					(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	99,790	$	39,348	$	111,218
Accounts receivable, net of allowances of $751, $1,150 and $790 as of December 31, 2020 and 2019 and March 31, 2021 (unaudited), respectively	29,086		25,980		29,033
Income tax receivable	1,262		974		1,810
Prepaid expenses and other current assets	5,584		5,065		8,543
Total current assets	135,722		71,367		150,604
Property and equipment, net	19,590		13,407		19,311
Operating lease right-of-use assets	13,697		10,282		13,395
Deferred taxes	2,982		3,723		3,227
Goodwill	874,083		836,643		855,578
Intangible assets, net	27,374		74,774		18,425
Other assets, net	6,287		3,587		7,569
Total assets	$	1,079,735	$	1,013,783	$	1,068,109
Liabilities and parent company net investment
Current liabilities:
Accounts payable	$	5,542	$	1,970	$	2,181
Due to affiliates	8,023		1,959		19,134
Accrued liabilities and other	21,976		13,891		19,968
Accrued related party interest payable	2,477		937		5,722
Current operating lease liabilities	2,860		2,110		2,882
Income taxes payable	4,447		4,011		1,803
Current portion of deferred revenue	9,502		7,911		9,688
Total current liabilities	54,827		32,789		61,378
Long-term liabilities:
Due to affiliates	372,650		394,400		372,650
Deferred revenue, net of current portion	168		261		137
Non-current deferred taxes	5,846		10,633		4,641
Non-current operating lease liabilities	14,641		11,917		14,162
Other long-term liabilities	406		87		409
Total liabilities	448,538		450,087		453,377
Commitments and contingencies (Note 12)
Parent company net investment:
Parent company net investment	582,206		557,119		585,060
Accumulated other comprehensive income	48,991		6,577		29,672
Total parent company net investment	631,197		563,696		614,732
Total liabilities and parent company net investment	$	1,079,735	$	1,013,783	$	1,068,109

The accompanying notes are an integral part of these Combined Financial Statements.

F-3

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Combined Statements of Operations

(In thousands)

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
							(unaudited)
Revenue:
Subscription and other revenue	$	302,871	$	263,518	$	228,294	$	83,190	$	73,268
Cost of revenue:
Cost of revenue	38,916		33,253		30,920		11,304		9,286
Amortization of acquired technologies	24,257		24,067		26,428		2,704		5,744
Total cost of revenue	63,173		57,320		57,348		14,008		15,030
Gross profit	239,698		206,198		170,946		69,182		58,238
Operating expenses:
Sales and marketing	82,034		70,254		62,278		25,714		18,468
Research and development	42,719		37,172		32,892		12,042		11,443
General and administrative	57,331		38,971		33,286		20,228		11,897
Amortization of acquired intangibles	23,848		23,189		23,716		6,019		5,865
Total operating expenses	205,932		169,586		152,172		64,003		47,673
Operating income	33,766		36,612		18,774		5,179		10,565
Other expense:
Interest expense, net	(28,137)		(33,805)		(34,523)		(6,518)		(7,622)
Other (expense) income, net	(773)		386		(1,742)		(529)		(262)
Total other expense	(28,910)		(33,419)		(36,265)		(7,047)		(7,884)
Income (loss) before income taxes	4,856		3,193		(17,491)		(1,868)		2,681
Income tax expense (benefit)	12,014		5,705		(3,799)		2,410		1,993
Net (loss) income	$	(7,158)	$	(2,512)	$	(13,692)	$	(4,278)	$	688

The accompanying notes are an integral part of these Combined Financial Statements.

F-4

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Combined Statements of Comprehensive Income (Loss)

(In thousands)

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
							(unaudited)
Net (loss) income	$	(7,158)	$	(2,512)	$	(13,692)	$	(4,278)	$	688
Other comprehensive income (loss):
Foreign currency translation adjustments	42,414		(7,890)		(23,754)		(19,319)		(11,994)
Other comprehensive income (loss)	42,414		(7,890)		(23,754)		(19,319)		(11,994)
Total comprehensive income (loss)	$	35,256	$	(10,402)	$	(37,446)	$	(23,597)	$	(11,306)

The accompanying notes are an integral part of these Combined Financial Statements.

F-5

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Combined Statements of Changes in Parent Company Net Investment

(In thousands)

	Parent Company Net Investment		Accumulated Other Comprehensive Income		Total
Balance at December 31, 2017	$	528,593	$	38,221	$	566,814
Net loss	(13,692)		—		(13,692)
Change in cumulative translation adjustment	—		(23,754)		(23,754)
Stock-based compensation	1,796		—		1,796
Net transfers from Parent	20,583		—		20,583
Balance at December 31, 2018	$	537,280	$	14,467	$	551,747
Cumulative effect adjustment of adoption of revenue recognition accounting standard	900		—		900
Net loss	(2,512)		—		(2,512)
Change in cumulative translation adjustment	—		(7,890)		(7,890)
Stock-based compensation	8,662		—		8,662
Net transfers from Parent	12,789		—		12,789
Balance at December 31, 2019	$	557,119	$	6,577	$	563,696
Net loss	(7,158)		—		(7,158)
Change in cumulative translation adjustment	—		42,414		42,414
Stock-based compensation	21,053		—		21,053
Net transfers from Parent	11,192		—		11,192
Balance at December 31, 2020	$	582,206	$	48,991	$	631,197

The accompanying notes are an integral part of these Combined Financial Statements.

F-6

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Combined Statements of Changes in Parent Company Net Investment

(In thousands)

(unaudited)

	Parent Company Net Investment		Accumulated Other Comprehensive Income		Total
Balance at December 31, 2020	$	582,206	$	48,991	$	631,197
Net loss	(4,278)		—		(4,278)
Change in cumulative translation adjustment	—		(19,319)		(19,319)
Stock-based compensation	4,749				4,749
Net transfers from Parent	2,383		—		2,383
Balance at March 31, 2021	$	585,060	$	29,672	$	614,732

	Parent Company Net Investment		Accumulated Other Comprehensive Income		Total
Balance at December 31, 2019	$	557,119	$	6,577	$	563,696
Net income	688		—		688
Change in cumulative translation adjustment	—		(11,994)		(11,994)
Stock-based compensation	2,679		—		2,679
Net transfers from Parent	3,698		—		3,698
Balance at March 31, 2020	$	564,184	$	(5,417)	$	558,767

The accompanying notes are an integral part of these Combined Financial Statements.

F-7

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Combined Statements of Cash Flows

(In thousands)

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
							(unaudited)
Cash flows from operating activities
Net (loss) income	$	(7,158)	$	(2,512)	$	(13,692)	$	(4,278)	$	688
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	56,450		54,139		56,021		11,330		13,508
Provision for doubtful accounts	1,483		1,840		1,725		283		1,628
Stock-based compensation expense	21,053		8,662		1,796		4,749		2,679
Deferred taxes	(4,051)		(4,733)		(10,535)		(1,450)		(1,338)
Loss (gain) on foreign currency exchange rates	1,707		(601)		1,723		421		459
Other non-cash (benefits) expenses	—		(100)		3		2		—
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable	(3,458)		(5,015)		(4,936)		188		(3,052)
Income tax receivable	(233)		(271)		372		(546)		(646)
Prepaid expenses and other assets	(581)		(1,025)		(513)		(3,593)		(1,486)
Accounts payable	3,273		(236)		791		(3,314)		(815)
Due to and from affiliates	6,155		(3,753)		1,597		10,577		3,506
Accrued liabilities and other	7,970		(2,562)		4,707		(2,002)		(285)
Accrued related party interest payable	1,540		(18,550)		9,865		3,245		(892)
Income taxes payable	389		752		1,592		(2,603)		(2,132)
Deferred revenue	1,126		(495)		115		160		216
Other long-term liabilities	—		—		1,695		—		—
Net cash provided by operating activities	85,665		25,540		52,326		13,169		12,038
Cash flows from investing activities
Purchases of property and equipment	(11,919)		(5,793)		(9,473)		(2,417)		(1,978)
Purchases of intangible assets	(4,221)		(2,422)		(451)		(2,335)		(699)
Acquisitions, net of cash acquired	—		(14,823)		(13,001)		—		—
Net cash used in investing activities	(16,140)		(23,038)		(22,925)		(4,752)		(2,677)
Cash flows from financing activities
Repayments of borrowings due to affiliates	(21,750)		(55,600)		—		—		(21,750)
Net transfers from Parent	11,192		12,789		20,583		2,383		3,698
Net cash (used in) and provided by financing activities	(10,558)		(42,811)		20,583		2,383		(18,052)
Effect of exchange rate changes on cash and cash equivalents	1,475		1,790		(2,545)		628		(1,283)
Net increase (decrease) in cash and cash equivalents	60,442		(38,519)		47,439		11,428		(9,974)
Cash and cash equivalents
Beginning of period	39,348		77,867		30,428		99,790		39,348
End of period	$	99,790	$	39,348	$	77,867	$	111,218	$	29,374

Supplemental disclosure of cash flow information
Cash paid for interest	$	26,602	$	52,681	$	24,851	$	3,273	$	8,517
Cash paid for income taxes	$	14,205	$	8,941	$	3,780	$	7,182	$	5,536

The accompanying notes are an integral part of these Combined Financial Statements.

F-8

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

1. Organization and Nature of Operations

The accompanying Combined Financial Statements present, on a historical cost basis, the combined assets, liabilities, revenues and expenses of N-able, Inc. (“we,” “us,” “our,” “N-able”, or the “Business”), a business of SolarWinds Corporation (“SolarWinds,” or “Parent”) and a leading provider of software solutions to information technology (“IT”) service providers which deliver managed services (“MSPs”). N-able primarily derives its revenue from sales of its subscription offerings to MSPs. On August 6, 2020, our Parent announced its intent to explore the separation of the Business into an independent publicly-traded company through a pro rata distribution to its common stockholders. Completion of the separation and distribution is subject to certain conditions, including final approval by SolarWinds’ board of directors. SolarWinds is targeting the separation of N-able during the third quarter of 2021.

Our software platform and partner success initiatives are designed to enable MSPs of all types to deliver powerful and modern technologies to small and medium-sized enterprises (“SMEs”). Our platform features integrated, enterprise-grade solutions across three core categories: remote monitoring and management, security and data protection and business management solutions. Built on a multi-tenant architecture, the platform gives MSPs centralized visibility into cloud, on-premises and hybrid-cloud environments and the ability to manage and protect these environments with role-based access control and a layered security approach.

We have a global presence with sales centers, administrative offices and other support teams located throughout the world. We operate within legal entities which are established for the sole purpose of containing activities of the Business, with little or no presence of other SolarWinds operations and legal entities which are shared between the Business and other SolarWinds operations (“shared entities”) to varying degrees. Although the Business operates in over a dozen countries, our revenues are primarily recognized by entities in Canada and the United Kingdom. See Note 13. Operating Segments and Geographic Information for our revenue by geography based on MSP partner location.

Our business was formed as a Delaware limited liability company on November 30, 2020 under the name SWI SpinCo, LLC. We changed our name to N-able, LLC in March 2021. In April 2021, N-able, LLC was converted from a limited liability company to a Delaware corporation, N-able, Inc. SolarWinds currently owns all of the outstanding equity of N-able, Inc.

N-able qualifies as an “emerging growth company” (“EGC”) as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

2. Basis of Presentation

Throughout the periods covered by the Combined Financial Statements, N-able operated as a part of SolarWinds. Consequently, stand-alone financial statements have not historically been prepared for N-able. The accompanying Combined Financial Statements have been prepared using the legal entity approach from SolarWinds’ historical consolidated financial statements and accounting records and are presented on a stand-alone basis as if the Business’ operations had been conducted independently from SolarWinds. The Combined Financial Statements include the historical results of operations, financial position and cash flows of N-able in accordance with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”), collectively (“U.S. GAAP”). The operations comprising N-able are in various legal entities, owned 100% by the Parent, in which N-able has no direct ownership relationship. Accordingly, SolarWinds’ net investment in these operations is shown in lieu of stockholder’s equity in the Combined Financial Statements.

N-able comprises certain stand-alone legal entities for which discrete financial information is available. As SolarWinds records transactions at the legal entity level, for the shared entities for which discrete financial information was not available, allocation methodologies were applied to certain accounts to allocate amounts to N‑able as discussed further below.

F-9

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

The Combined Statements of Operations include all revenues and costs directly attributable to N-able as well as an allocation of expenses related to facilities, functions and services provided by our Parent. These corporate expenses have been allocated to the Business based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount. See Note 10. Relationship with Parent and Related Entities. The allocated costs are deemed to be settled by N-able to the Parent in the period in which the expense was recorded in the Combined Statements of Operations. The Combined Statements of Cash Flows present these corporate expenses as cash flows from operating activities, as these costs were incurred by our Parent. Current and deferred income taxes and related tax expense have been determined based on the stand-alone results of the Business by applying Accounting Standards Codification No. 740, Income Taxes (“ASC 740”), to N-able’s operations in each country as if it were a separate taxpayer (i.e. following the Separate Return Methodology).

The Combined Financial Statements include all assets and liabilities that reside in N-able legal entities. Assets and liabilities in shared entities were included in the stand-alone financial statements to the extent the asset is primarily used by N-able. If N-able is not the primary user of the asset, it was excluded entirely from the Combined Financial Statements. The Parent uses a legal entity approach to cash management and financing its operations. Accordingly, cash and cash equivalents, related party debt and related interest expense have been attributed to N‑able in the Combined Financial Statements only to the extent such items have been historically legally entitled within N-able legal entities. Any such items which exist in other entities, whether shared or otherwise, are outside of the control of the N-able business and have been excluded from the Combined Financial Statements.

Our Parent maintains various stock-based compensation plans at a corporate level. N-able employees participate in those programs and a portion of the compensation cost associated with those plans is included in N-able’s Combined Statements of Operations. However, the stock-based compensation expense has been included within Parent company net investment. The amounts presented in the Combined Financial Statements are not necessarily indicative of future awards and may not reflect the results that N-able would have experienced as a stand-alone entity. See Note 10. Relationship with Parent and Related Entities for additional discussion.

Our Parent’s third party debt and the related interest have not been allocated to us for any of the periods presented because our Parent’s borrowings are primarily for corporate cash purposes and are not directly attributable to the Business. In addition, none of the N-able legal entities guarantee the debt nor are they jointly and severally liable for Parent's debt.

Any transactions which have been included in the Combined Financial Statements from legal entities which are not exclusively operating as N-able legal entities are considered to be effectively settled in the Combined Financial Statements at the time the transaction is recorded between the Parent and the N-able business. The total net effect of the settlement of these intercompany transactions is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as Parent company net investment. See Note 3. Summary of Significant Accounting Policies. Other transactions between N-able legal entities and other Parent legal entities, to the extent such transactions have not been settled in cash as of the period-end date, are reflected in the Combined Balance Sheets as due to affiliates, and due from affiliates which is included within accounts receivable.

All of the allocations and estimates in the Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Combined Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of N-able in the future or if the Business had been a separate, stand-alone publicly traded entity during the periods presented.

Unaudited interim financial information

The accompanying interim combined balance sheet as of March 31, 2021, the combined statements of operations, comprehensive loss, changes in parent company’s net investment and cash flows for the three months ended March 31, 2021 and 2020 are unaudited. These unaudited interim combined financial statements have been prepared in accordance with U.S. GAAP. In the opinion of our management, the unaudited interim combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments necessary for the fair statement of our financial position as of March 31, 2021, the results of

F-10

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

operations, comprehensive loss, changes in parent company’s net investment and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period.

Emerging growth company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non‑emerging growth companies but any such election to opt out is irrevocable. N-able has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, N-able, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

N-able's historical results are included as a part of the Parent's financial statements which are filed with the Securities and Exchange Commission ("SEC"). As a result, N-able tracks the effective dates and adopts all guidance applicable to it consistent with the manner that the Parent tracks and adopts all applicable guidance. However, N‑able intends to adopt future standards at the appropriate date for emerging growth companies once it is established as a stand-alone company.

This may make comparison of N-able’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

3. Summary of Significant Accounting Policies

Basis of Combination

The Combined Financial Statements are presented on a stand-alone basis and include the financial position, statements of operations and cash flows of N-able. All significant intercompany accounts and transactions within N‑able have been eliminated in the accompanying Combined Financial Statements. All intercompany balance receivables and payables between our Parent and N-able are reflected in the Combined Balance Sheets as due from affiliates which is within accounts receivable, and due to affiliates, respectively. All other intercompany activity identified for inclusion within the Combined Financial Statements, either through specific identification or allocation to the N-able business, is deemed to have been paid to our Parent in the period the cost was incurred.

Segment Information

Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the company’s chief operating decision‑maker in deciding how to allocate resources and in assessing performance. N-able currently operates in one reportable business segment.

Use of Estimates

The preparation of Combined Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The impact from the rapidly changing market and economic conditions due to the coronavirus disease 2019, or COVID-19, pandemic on our business, results of operations and financial condition is uncertain. We have made estimates of the impact of the COVID-19 pandemic within our financial statements as of and for the three months ended March 31, 2021 which did not result in material adjustments. The estimates assessed included, but were not limited to, allowances for credit losses, the carrying values of goodwill and intangible assets and other long-lived assets,

F-11

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

valuation allowances for tax assets and revenue recognition and may change in future periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include:

•the valuation of goodwill, intangibles, long-lived assets and contingent consideration;

•revenue recognition;

•income taxes; and

•management’s assessment of allocations.

Foreign Currency Translation

The functional currency of our foreign subsidiaries is determined in accordance with authoritative guidance issued by the Financial Accounting Standards Board ("FASB"). We translate assets and liabilities for these subsidiaries at exchange rates in effect at the balance sheet date. We translate income and expense accounts for these subsidiaries at the average monthly exchange rates for the periods. We record resulting translation adjustments as a component of accumulated other comprehensive income (loss) within total Parent company net investment. We record gains and losses from currency transactions denominated in currencies other than the functional currency as other income (expense), net in our Combined Statements of Operations. Local currency transactions of international subsidiaries that have the U.S. dollar as the functional currency are remeasured into U.S. dollars using current rates of exchange for monetary assets and liabilities and historical rates of exchange for non-monetary assets and liabilities. The foreign currency transactional and re-measurement exchange (losses) and gains were $(0.8) million, $0.5 million and $(1.8) million for the years ended December 31, 2020, 2019 and 2018, respectively. The foreign currency transactional and re-measurement exchange losses were $(0.5) million and $(0.3) million for the three months ended March 31, 2021 and 2020 (unaudited), respectively.

Cash and cash equivalents

All cash and cash equivalents included in the Combined Financial Statements are legally owned by N-able legal entities and are not subject to a pooling arrangement with the Parent. We consider highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Parent Company Net Investment

N-able's equity on the Combined Balance Sheets represents our Parent’s historical net investment in the Business, and is presented as "Parent company net investment" in lieu of stockholders' equity. The Combined Statements of Changes in Parent Company Net Investment include corporate allocations, net cash transfers and other property transfers between our Parent and the Business, as well as short term due to affiliates, short term due from affiliates and long term due to affiliates between N-able and other SolarWinds affiliates that were settled on a current basis.

All transactions reflected in Parent company net investment in the accompanying Combined Balance Sheets have been considered cash receipts and payments for purposes of the Combined Statements of Cash Flows and are reflected as financing activities in the accompanying Combined Statements of Cash Flows.

Acquisitions

The purchase price of our acquired businesses is allocated to the assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill in the reporting unit expected to benefit from the business combination. If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of the tangible and intangible assets acquired and liabilities assumed, including the deferred tax asset valuation allowances and acquired income tax uncertainties, with the

F-12

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

corresponding offset to goodwill. We include the operating results of acquisitions in our Combined Financial Statements from the acquisition date. Acquisition related costs are expensed separately from the acquisition as incurred and are primarily included in general and administrative expenses in our Combined Statements of Operations.

The fair value of identifiable intangible assets is based on significant judgments made by management. We typically engage third party valuation appraisal firms to assist us in determining the fair values and useful lives of the assets acquired. The valuation estimates and assumptions are based on historical experience and information obtained by management, and include, but are not limited to, future expected cash flows earned from the product technology and discount rates applied in determining the present value of those cash flows. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Acquired identifiable intangible assets are amortized on the straight-line method over their estimated economic lives, which are generally two to seven years for trademarks, customer relationships and developed product technologies. We include amortization of acquired developed product technologies in cost of revenue and amortization of other acquired intangible assets in operating expenses in our Combined Statements of Operations.

Impairment of Goodwill, Intangible Assets and Long-lived Assets

Goodwill

Goodwill attributed to N-able’s Combined Balance Sheets represents the historical goodwill balances in the N‑able legal entities. Goodwill represents the amount of the purchase price in excess of the estimated fair value of net assets of businesses acquired in a business combination. Our goodwill balance is primarily attributed to the take private transaction of SolarWinds and the acquisition of LOGICnow in 2016. The N-able legal entities were managed as a reporting unit of the Parent. We test goodwill at least annually during the fourth quarter or sooner when circumstances indicate an impairment may exist. An impairment of goodwill is recognized when the carrying amount of a reporting unit exceeds its fair value. For purposes of the annual impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a “Step 0” analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value we perform “Step 1” of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying value exceeds the fair value, an impairment loss is recognized for the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill in that reporting unit.

In October 2020, we performed a qualitative, “Step 0,” assessment for our reporting unit. For “Step 0,” we assessed several events and circumstances that could affect the significant inputs used to determine the fair value of the reporting unit, including the significance of the amount of excess fair value over carrying value, consistency of operating margins and cash flows, budgeted-to-actual performance from prior year, overall change in economic climate, changes in the industry and competitive environment, key management turnover, and earnings quality and sustainability. As of October 1, 2020, there were no unanticipated changes or negative indicators in the above qualitative factors that would impact the fair value of the Business as of the annual impairment date. As such, we determined there were no indicators of impairment and that it is more likely than not that the fair value of a reporting unit is greater than its carrying value and therefore performing the next step of impairment test was unnecessary.

In December 2020, subsequent to our annual goodwill impairment analysis, SolarWinds became aware that it was the target of a cybersecurity attack that involved the insertion of a vulnerability within its Orion Software Platform, which, if present and activated in a customer’s IT environment, could potentially allow an attacker to compromise the server on which the Orion Software Platform was installed. The Orion Software Platform is a set of products within SolarWinds’ Core IT Management business. Based on our investigation to date, we have not located the malicious code in any of our N-able solutions. We considered the impact of the Cyber Incident on our evaluation of goodwill impairment indicators made during our October 1, 2020 annual test. As part of the analysis, we considered the decline in the stock price of SolarWinds subsequent to the Cyber Incident, possible impacts to new subscription sales and retention rates and potential impacts of the reputational harm on the MSP business as a result of the Cyber Incident and determined it appropriate to perform a quantitative, "Step 1," assessment as of December

F-13

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

31, 2020. We also engaged a third-party valuation specialist to assist in the performance of the impairment analysis of our reporting unit.

For the Step 1 goodwill impairment analysis, we utilized a combination of both an income and market approach to evaluate our reporting unit. The income approach is based on the present value of projected cash flows and a terminal value. The discounted cash flow models reflect our assumptions regarding revenue growth rates, economic and market trends and other expectations about the anticipated operating results of our reporting unit. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies. As a result of the impairment analysis, our reporting unit was determined to have a fair value that significantly exceeded its carrying values and therefore no impairment was recognized.

Fair value determination of our reporting unit requires considerable judgment and is sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the quantitative goodwill impairment test will prove to be an accurate prediction of future results. If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our goodwill, the revision could result in a non-cash impairment charge that could have a material impact on our financial results.

Long-lived Assets

We evaluate the recoverability of our long-lived assets, including finite-lived intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Our finite-lived intangible assets are primarily related to assets acquired at the take private transaction of SolarWinds and the acquisition of LOGICnow in 2016. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends. In the event that the net book value of our long-lived assets exceeds the future undiscounted net cash flows attributable to such assets, an impairment charge would be required. Impairment, if any, is recognized in the period of identification to the extent the carrying amount of an asset or asset group exceeds the fair value of such asset or asset group. For the periods ended December 31, 2020, December 31, 2019 and March 31, 2021 (unaudited), there were no indicators that our long-lived assets were impaired.

Fair Value Measurements

We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis.

The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us.

Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1.

Level 3: Inputs that are unobservable in the marketplace and significant to the valuation.

The carrying amounts reported in our Combined Balance Sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. Our related party debt with SolarWinds Holdings, Inc. is not carried at fair value. See Note 10. Relationship with Parent and Related Entities for additional information regarding our related party debt.

F-14

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

Accounts Receivable

Accounts receivable represent trade receivables from customers when we have sold subscriptions for software-as-a-service ("SaaS") offerings as well as subscription-based term licenses and from the sale of maintenance services associated with our perpetual license products and have not yet received payment. We present accounts receivable net of an allowance for doubtful accounts. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. In doing so, we consider the current financial condition of the customer, the specific details of the customer account, the age of the outstanding balance and the current economic environment. Any change in the assumptions used in analyzing a specific account receivable might result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. Our provision for doubtful accounts was $1.5 million, $1.8 million and $0.3 million for the periods ended December 31, 2020, December 31, 2019 and March 31, 2021 (unaudited), respectively.

Property and Equipment

We record property and equipment at cost and depreciate them using the straight-line method over their estimated useful lives as follows:

	Useful Life (in years)
Equipment, servers and computers	3 - 5
Furniture and fixtures	5 - 7
Software	3 - 5
Leasehold improvements	Lesser of lease term or useful life

Upon retirement or sale of property and equipment, we remove the cost of assets disposed of and any related accumulated depreciation from our accounts and credit or charge any resulting gain or loss to operating expense. We expense repairs and maintenance as they are incurred.

Research and Development Costs

Research and development expenses primarily consist of personnel costs and contractor fees related to the development of new software products and enhancements to existing software products. Personnel costs include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, benefits and IT costs. Research and development costs are charged to operations as incurred.

Internal-Use Software Costs

We capitalize costs related to developing new functionality for our suite of products that are hosted and accessed by our customers on a subscription basis. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recorded as part of other assets, net in our Combined Balance Sheets. Maintenance and training costs are expensed as incurred. Internal-use software costs are amortized on a straight-line basis over its estimated useful life, generally three years, and included in cost of revenue in the Combined Statements of Operations. There were no impairments to internal-use software costs during the periods presented.

We had $4.9 million, $3.1 million and $4.8 million of internal-use software costs, net capitalized for the periods ended December 31, 2020, December 31,2019, and March 31, 2021 (unaudited), respectively. Amortization expense of internal-use software costs was $1.8 million, $1.1 million and $0.7 million for the years ended December 31,

F-15

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

2020, 2019 and 2018, respectively. Amortization expense of internal-use software costs was $0.6 million and $0.4 million for the three months ended March 31, 2021 and 2020 (unaudited), respectively.

Contingencies

We account for claims and contingencies in accordance with authoritative guidance that requires we record an estimated loss from a claim or loss contingency when information available prior to issuance of our Combined Financial Statements indicates a liability has been incurred at the date of our Combined Financial Statements and the amount of the loss can be reasonably estimated. If we determine that it is reasonably possible but not probable that an asset has been impaired or a liability has been incurred, we disclose the amount or range of estimated loss if material or that the loss cannot be reasonably estimated. Accounting for claims and contingencies requires us to use our judgment. We consult with legal counsel on those issues related to litigation and seek input from other experts and advisors with respect to matters in the ordinary course of business. See Note 12. Commitments and Contingencies for a discussion of contingencies.

Revenue Recognition

We generate revenue from fees received for our SaaS solutions as well as subscriptions for our subscription-based term licenses and from the sale of maintenance services associated with our perpetual licenses. We recognize revenue related to contracts from customers when we transfer promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is determined by following a five-step process which includes (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price and (5) recognizing revenue when or as we satisfy a performance obligation, as described below.

•Identify the contract with a customer. We generally use an electronic or manually signed order form, purchase order, an authorized credit card, or the receipt of a cash payment as evidence of a contract provided that collection is considered probable. We sell our products through our direct inside sales force and through our distributors and resellers. Sales through resellers and distributors are typically evidenced by a reseller or distributor agreement, together with purchase orders or authorized credit cards on a transaction-by-transaction basis. Our distributors and resellers do not carry inventory of our software and we generally require them to specify the end user of the software at the time of the order. Our distributors and resellers have no rights of return or exchange for software that they purchase from us and payment for these purchases is due to us without regard to whether the distributors or resellers collect payment from their customers.

•Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the MSP partner that are separately identifiable from other promises in the contract, or distinct. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Determining the distinct performance obligations in a contract requires judgment. Our performance obligations primarily include SaaS solutions, subscription-based term licenses and maintenance support including unspecified upgrades or enhancements to new versions of our software solutions. See additional discussion of our performance obligations below.

•Determine the transaction price. We determine the transaction price based on the contractual consideration and the amount of consideration we expect to receive in exchange for transferring the promised goods or services to the customer. We account for sales incentives to MSP partners, resellers or distributors as a reduction of revenue at the time we recognize the revenue from the related product sale. We report revenue net of any sales tax collected. Our return policy generally does not allow our MSP partners to return software products or services.

•Allocate the transaction price. For contracts that contain multiple performance obligations, we allocate the transaction price of the contract to each distinct performance obligation based on a relative stand-alone

F-16

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

selling price basis. Determining stand-alone selling prices for our performance obligations requires judgment and are based on multiple factors primarily including historical selling prices and discounting practices for products and services. We review the stand-alone selling price for our performance obligations periodically and update, if needed, to ensure that the methodology utilized reflects our current pricing practices.

•Recognize revenue when or as we satisfy a performance obligation. Revenue is recognized when or as performance obligations are satisfied either over time or at a point in time by transferring a promised good or service. We consider this transfer to have occurred when risk of loss transfers to the MSP partner, reseller or distributor or the MSP partner has access to their subscription which is generally upon electronic activation of the licenses purchased or access being granted which provides immediate availability of the product to the purchaser. See further discussion below regarding the timing of revenue recognition for each of our performance obligations.

The following summarizes our performance obligations from which we generate revenue:

Performance obligation	When performance obligation is typically satisfied
SaaS solutions	Over the subscription term, once the service is made available to the MSP partner (over time)
Subscription-based term and perpetual licenses	Upon the delivery of the license key or password that provides immediate availability of the product (point in time)
Technical support and unspecified software upgrades	Ratably over the contract period (over time)

Our revenue consists of the following:

	Year Ended December 31,			Three Months Ended March 31,
	2020	2019	2018	2021	2020
	(in thousands)			(unaudited)
Subscription revenue	$292,027	$251,695	$216,750	$80,671	$70,155
Other revenue	10,844	11,823	11,544	2,519	3,113
Total subscription and other revenue	$302,871	$263,518	$228,294	$83,190	$73,268

•Subscription Revenue. We primarily derive subscription revenue from the sale of subscriptions to our SaaS solutions and our subscription-based term licenses. Subscription revenue for our SaaS solutions is generally recognized ratably over the subscription term once the service is made available to the MSP partner or when we have the right to invoice for services performed. Our MSP partners do not have the right to take possession of the software for our SaaS solutions. Revenue from the license performance obligation of our subscription-based term licenses is recognized at a point in time upon delivery of the access to the licenses and the revenue from the performance obligation related to the technical support and unspecified software upgrades of our subscription-based term licenses is recognized ratably over the contract period. We generally invoice subscription agreements monthly based on usage or in advance over the subscription period on either a monthly or annual basis.

•Other Revenue. Other revenue consists primarily of revenue from the sale of our maintenance renewal services associated with the historical sales of perpetual license products. Customers with maintenance agreements are entitled to receive technical support and unspecified upgrades or enhancements to new versions of their software products on a when-and-if-available basis for the specified contract period. We believe that our technical support and unspecified upgrades or enhancements performance obligations each have the same pattern of transfer to the customer and are therefore accounted for as a single distinct

F-17

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

performance obligation. We recognize maintenance revenue ratably on a daily basis over the contract period.

During the periods ended December 31, 2020, 2019 and 2018, and March 31, 2021 and 2020 (unaudited), respectively, we recognized the following revenue from subscription and other services at a point in time and over time:

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
Revenue recognized at a point in time	$	57,943	$	49,510	$	—	$	15,111	$	14,694
Revenue recognized over time	244,928		214,008		228,294		68,079		58,574
Total revenue recognized	$	302,871	$	263,518	$	228,294	$	83,190	$	73,268

Subsequent to the adoption of ASC 606 on January 1, 2019, we recognize subscription-based term license revenue upon the transfer of the license and the associated maintenance revenue over the contract period under the new standard instead of recognizing both the license and maintenance revenue ratably over the monthly or annual contract period.

Deferred Revenue

Deferred revenue primarily consists of transaction prices allocated to remaining performance obligations from annually billed subscription agreements and maintenance services associated with our historical sales of perpetual license products which are delivered over time. Certain of our maintenance agreements are billed annually in advance for services to be performed over a 12-month period. We initially record the amounts allocated to maintenance performance obligations as deferred revenue and recognize these amounts ratably on a daily basis over the term of the maintenance agreement.

Details of our total deferred revenue balance was as follows:

	Total Deferred Revenue
	(in thousands)
Balance at December 31, 2018	$	8,491
Adoption of ASC 606	(1,225)
Deferred revenue recognized	(13,345)
Additional amounts deferred	14,217
Deferred revenue acquired in business combinations	34
Balance at December 31, 2019	8,172
Deferred revenue recognized	(13,619)
Additional amounts deferred	15,117
Balance at December 31, 2020	9,670
Deferred revenue recognized	(4,090)
Additional amounts deferred	4,245
Balance at March 31, 2021 (unaudited)	$	9,825

F-18

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

We expect to recognize revenue related to these remaining performance obligations as of December 31, 2020 and March 31, 2021 as follows:

	Revenue Recognition Expected by Period
	Total		Less than 1 year		1-3 years		More than 3 years
	(in thousands)
Expected recognition of deferred revenue	$	9,670	$	9,502	$	168	$	—

	Revenue Recognition Expected by Period
	Total		Less than 1 year		1-3 years		More than 3 years
	(unaudited)
Expected recognition of deferred revenue	$	9,825	$	9,688	$	137	$	—

Cost of Revenue

Cost of Revenue. Cost of revenue consists of technical support personnel costs which includes salaries, bonuses and stock-based compensation and related employer-paid payroll taxes for technical support personnel, as well as an allocation of overhead costs. Public cloud infrastructure and hosting fees and royalty fees are also included in cost of revenue.

Amortization of Acquired Technologies. Amortization of acquired technologies included in cost of revenue relate to our subscription products and was $24.3 million, $24.1 million and $26.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Amortization of acquired technologies included in cost of revenue relate to our subscription products and was $ 2.7 million and $5.7 million for the three months ended March 31, 2021 and 2020 (unaudited), respectively.

Advertising

We expense advertising costs as incurred. Advertising expense is included in sales and marketing expenses in our Combined Statements of Operations.

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
Advertising expense	$	13,903	$	12,774	$	11,576	$	4,683	$	2,851

Leases

We lease facilities worldwide and certain equipment under non-cancellable lease agreements. During 2019, we adopted the new lease accounting guidance, FASB Accounting Standard Update No. 2016-02 “Leases,” or ASC 842. Under ASC 842, we evaluate if a contract is or contains a lease at inception of the contract. If we determine that a contract is or contains a lease, we determine the appropriate lease classification and recognize a right-of-use asset and lease liability at the commencement date of the lease based on the present value of fixed lease payments over the lease term reduced by lease incentives. To determine the present value of lease payments, we use an estimated incremental borrowing rate based on the interest rate a similar borrowing on a collateralized basis would incur based on information available on the lease commencement date as none of our leases provide an implicit rate. We generally base this discount rate on the interest rate incurred by our Parent's senior secured debt, adjusted for considerations for the value, term and currency of the lease. Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise those options.

F-19

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

We recognize right-of-use assets and lease liabilities for leasing arrangements with terms greater than one year. Certain lease contracts include obligations to pay for other services, such as operations and maintenance. We account for lease and non-lease components in a contract as a single lease component for all classes of underlying assets except certain classes of equipment. Right-of-use assets are tested for impairment in the same manner as long-lived assets.

The terms of some of our lease agreements provide for rental payments on a graduated basis. Operating lease costs are recognized on a straight-line basis over the lease term and recorded in the appropriate income statement line item based on the asset or a headcount allocation for office leases. Certain of our office leases require the payment of our proportionate share of common area maintenance or service charges. As we have elected to account for lease and non-lease components as a single lease component for our real estate leases, these costs are included in variable lease costs. In addition, certain of our leases may include variable payments based on measures that include changes in price indices or market interest rates which are included in variable lease costs and expensed as incurred. We had no finance leases as of and for the periods ended December 31, 2020, December 31, 2019 and March 31, 2021, respectively. See Note 7. Leasesfor additional information regarding our lease arrangements.

For the year ended December 31, 2018, prior to the adoption of ASC 842, we accounted for leases under the previous lease accounting guidance and recognized rent expense on a straight-line basis over the lease period and accrued rent expense incurred but not paid. Cash or lease incentives, or tenant allowances, received pursuant to certain leases were recognized on a straight-line basis as a reduction to rent over the lease term.

Income Taxes

We use the liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. Under this method, we recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of our assets and liabilities. Income taxes as presented in the combined financial statements attribute current and deferred income taxes of SolarWinds to the stand-alone financial statements of N-able in a manner that is systematic, rational and consistent with the asset and liability method prescribed by ASC 740. Accordingly, the income tax provision of N-able was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a stand-alone enterprise. The calculation of our income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. As a result, actual transactions included in the consolidated financial statements of SolarWinds may not be included in the separate financial statements of N‑able. Similarly, the tax treatment of certain items reflected in the financial statements of N-able may not be reflected in the consolidated financial statements and tax returns of SolarWinds. Therefore, items such as net operating losses, credit carryforwards and valuation allowances may exist in the stand-alone financial statements that may or may not exist in SolarWinds’ consolidated financial statements. As such, the income taxes of N-able as presented in the combined financial statements may not be indicative of the income taxes that N-able will report in the future. Certain operations of N-able have historically been included in a combined return with other SolarWinds entities. Current obligations for taxes in certain jurisdictions, where N-able files a combined tax return with SolarWinds, are deemed settled with SolarWinds for purposes of the combined financial statements. Current obligations for tax in jurisdictions where N-able does not file a combined return with SolarWinds, including certain foreign jurisdictions, are recorded within the income tax receivable or income taxes payable on the Combined Balance Sheets. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted. As a result, income tax attributable to previously undistributed earnings of N-able international subsidiaries was recognized in 2017. This liability, which SolarWinds elected to pay over time, remains with SolarWinds and is not reflected in the financial statements of N-able.

In the ordinary course of business, there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, we have recorded the largest amount of

F-20

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, the associated interest expense and penalties has been recognized as a component of income tax expense.

We establish valuation allowances when necessary to reduce deferred tax assets to the amounts expected to be realized. On a quarterly basis, we evaluate the need for, and the adequacy of, valuation allowances based on the expected realization of our deferred tax assets. The factors used to assess the likelihood of realization include our latest forecast of future taxable income, available tax planning strategies that could be implemented, reversal of taxable temporary differences and carryback potential to realize the net deferred tax assets. See Note11. Income Taxes for additional information regarding our income taxes.

Concentrations of Risks

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Our cash and cash equivalents consisted of cash deposited with banks in demand deposit accounts which may exceed the amount of insurance provided on these deposits. Generally, we may withdraw our cash deposits and redeem our invested cash equivalents upon demand. We strive to maintain our cash deposits with multiple financial institutions of reputable credit and therefore bear minimal credit risk.

We provide credit to distributors, resellers and direct customers in the normal course of business. We generally extend credit to new customers based upon industry reputation and existing customers based upon prior payment history. For the years ended December 31, 2020, 2019 and 2018 no distributor, reseller or direct customer represented a significant concentration of our revenue.

At December 31, 2020 and 2019, no distributor, reseller or direct customer represented a significant concentration of our outstanding accounts receivable balance. We do not believe that our business is substantially dependent on any distributor or that the loss of a distributor relationship would have a material adverse effect on our business.

Recently Adopted Accounting Pronouncements 

Goodwill Impairment Testing

On January 1, 2020 we adopted the Financial Accounting Standards Board, or FASB, Accounting Standards Codification ("ASC") No. 2017-04 "Intangibles-Goodwill and Other," or ASC 350, which simplifies the accounting for goodwill impairment. The new guidance removes step two of the two-step quantitative goodwill impairment test, which required a hypothetical purchase price allocation. The standard did not have a material impact on our combined financial statements for the year ended December 31, 2020.

Revenue

On January 1, 2019 we adopted the FASB Accounting Standards Codification, or ASC, No. 2014-09 “Revenue from Contracts with Customers” ("ASC 606"), which replaced all existing revenue guidance under ASC 605 “Revenue Recognition,” including prescriptive industry-specific guidance ("ASC 605"). This standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted ASC 606 using the modified-retrospective method. Results for reporting periods beginning after January 1, 2019 are presented in compliance with the new revenue recognition standard ASC 606. Historical financial results for reporting periods prior to 2019 are presented in conformity with amounts previously disclosed under the prior revenue recognition standard, ASC 605.

The cumulative effect of the changes made to our Combined Balance Sheets as of January 1, 2019 for the adoption of ASC 606 was approximately $0.9 million and was recorded as an adjustment to Parent company net investment as of the adoption date. This adjustment includes a $1.2 million decrease in historical deferred revenue,

F-21

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

primarily from arrangements involving subscription-based term licenses that will never be recognized as revenue, offset by a $0.3 million increase in deferred income tax liabilities. The adoption of ASC 606 did not impact our total operating cash flows.

The impact of the adoption of ASC 606 on our Combined Statement of Operations for the year ended December 31, 2019 was immaterial.

Leases

As SolarWinds no longer qualified to be an emerging growth company as of December 31, 2019, we retroactively adopted the FASB ASC No. 2016-02 “Leases” ("ASC 842") as of January 1, 2019 using the optional transition method in which an entity can apply the new standard at the adoption date without adjusting comparative prior periods. Historical financial results for reporting periods prior to 2019 are presented in conformity with amounts previously disclosed under the prior lease accounting standard.

The new lease accounting standard replaces existing lease accounting standards and expands disclosure requirements. The adoption of the new standard resulted in leases currently designated as operating leases being reported on our Combined Balance Sheet at their net present value. We elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed us to carry forward our historical lease classification and not reassess whether any expired or existing contracts are or contain leases. Additionally, we elected to not separate lease and non-lease components for certain classes of assets and we excluded all the leases with original terms of one year or less.

As of January 1, 2019, we recorded $10.1 million in operating lease right-of-use assets, $2.3 million in current operating lease liabilities and $11.5 million in non-current operating lease liabilities due to the adoption of ASC 842. The standard did not have a material impact to our Combined Statements of Operations or Combined Statements of Cash Flows. See Note 7. Leases for additional information.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

4. Acquisitions

2019 Acquisition

On April 18, 2019, we acquired Passportal Inc., ("Passportal"), a password protection and document management software platform for MSPs, for approximately $14.9 million, including cash acquired. By acquiring Passportal we added a unified set of password management and privileged client knowledge management tools to our IT security solutions. We funded the transaction with cash on hand. We incurred $0.3 million in acquisition related costs, which are primarily included in general and administrative expense for the year ended December 31, 2019. Goodwill for this acquisition is not deductible for tax purposes.

F-22

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed:

	Total Fair Value
	(in thousands)
Current assets, including cash acquired	$	181
Identifiable intangible assets	3,700
Goodwill	11,257
Other long-term assets	12
Current liabilities	(185)
Deferred tax liabilities	(76)
Deferred revenue	(34)
Total consideration	$	14,855

The following table summarizes the fair value of the acquired identifiable intangible assets and their respective weighted-average useful lives:

	Fair Value		Weighted-average useful life
	(in thousands)		(in years)
Developed product technologies	$	2,700	3
Customer relationships	1,000		2
Total identifiable intangible assets	$	3,700	2.7

We determined the amount of revenue and net loss related to the Passportal acquisition included in our Combined Financial Statements from the effective date of the acquisition is $2.2 million and $1.5 million, respectively. Pro forma information for the acquisition has not been provided because the impact of the historical financials on our revenue and net loss is not material.

F-23

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

2018 Acquisition

Trusted Metrics

On July 2, 2018, we acquired Trusted Metrics, Inc., ("Trusted Metrics"), a provider of real-time threat monitoring and management software, for approximately $13.0 million. By acquiring Trusted Metrics, we extended our platform to include security monitoring and introduced a new security solution, Threat Monitor, into our product portfolio. We funded the transaction with cash on hand. We incurred $0.3 million in acquisition related costs, which are primarily included in general and administrative expense for the year ended December 31, 2018. Goodwill for this acquisition is not deductible for tax purposes.

The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed:

	Total Fair Value
	(in thousands)
Current assets	$	231
Identifiable intangible assets	5,000
Goodwill	8,964
Current liabilities	(40)
Deferred tax liabilities	(1,041)
Deferred revenue	(113)
Total consideration	$	13,001

The following table summarizes the fair value of the acquired identifiable intangible assets and their respective weighted-average useful lives:

	Fair Value		Weighted-average useful life
	(in thousands)		(in years)
Developed product technologies	$	3,900	5
Customer relationships	1,100		4
Total identifiable intangible assets	$	5,000	4.8

We determined the amounts of revenue and net loss related to the Trusted Metrics acquisition included in our Combined Financial Statements from the effective date of the acquisition are insignificant for the year ended December 31, 2018. Pro forma information for the acquisition has not been provided because the impact of the historical financials on our revenue and net loss is not material.

F-24

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

5. Goodwill and Intangible Assets

Goodwill

The following table reflects the changes in goodwill for the periods ended December 31, 2020, December 31, 2019 and March 31, 2021:

	(in thousands)
Balance at December 31, 2018	$	832,521
Acquisitions	11,257
Foreign currency translation and other adjustments	(7,135)
Balance at December 31, 2019	$	836,643
Foreign currency translation	37,440
Balance at December 31, 2020	$	874,083
Foreign currency translation	(18,505)
Balance at March 31, 2021 (unaudited)	$	855,578

The goodwill from acquisitions resulted primarily from our expectations that we will now be able to offer our customers additional software solutions in new markets. Additionally, we expect the acquisitions will attract new customers for our entire line of software solutions.

F-25

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

Intangible Assets

Intangible assets, net consisted of the following at December 31, 2020, December 31, 2019 and March 31, 2021:

	December 31, 2020						December 31, 2019						March 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in thousands)												(unaudited)
Developed product technologies	$	127,057	$	(119,392)	$	7,665	$	124,792	$	(93,351)	$	31,441	$	35,858	$	(31,086)	$	4,772
Customer relationships	131,045		(111,336)		19,709		126,788		(83,545)		43,243		129,213		(115,560)		13,653
Trademarks	1,162		(1,162)		—		1,402		(1,312)		90		1,149		(1,149)		—
Total intangible assets, net	$	259,264	$	(231,890)	$	27,374	$	252,982	$	(178,208)	$	74,774	$	166,220	$	(147,795)	$	18,425

Intangible asset amortization expense was as follows:

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
Intangible asset amortization expense	$	48,105	$	47,289	$	50,168	$	8,723	$	11,609

As of December 31, 2020, we estimate aggregate intangible asset amortization expense to be as follows:

	Estimated Amortization
	(in thousands)
2021	$	19,182
2022	7,637
2023	555
2024	—
2025	—

The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets and other events. 

F-26

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

6. Property and Equipment

Property and equipment, net including software, consisted of the following:

	December 31,				March 31,
	2020		2019		2021
	(in thousands)				(unaudited)
Servers, equipment and computers	$	29,025	$	20,167	$	21,851
Furniture and fixtures	3,474		2,700		3,610
Software	1,022		965		1,374
Leasehold improvements	8,740		6,459		9,714
	$	42,261	$	30,291	$	36,549
Less: Accumulated depreciation and amortization	(22,671)		(16,884)		(17,238)
Property and equipment, net	$	19,590	$	13,407	$	19,311

Depreciation and amortization expense on property and equipment was as follows:

	Year Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
Cost of revenue	$	4,252	$	3,433	$	2,716	$	1,370	$	945
Operating expense	2,329		2,350		2,436		666		539
Total depreciation and amortization	$	6,581	$	5,783	$	5,152	$	2,036	$	1,484

7. Leases

We lease our offices and do not own any real estate. We expect our corporate headquarters will be located in the greater Boston, Massachusetts metropolitan area. We lease office space domestically and internationally in various locations for our operations, including facilities located in Boston, Massachusetts; Morrisville, North Carolina; Ottawa, Canada; Dundee, United Kingdom; Bucharest, Romania; Minsk, Belarus; and Edinburgh, United Kingdom. In addition, we lease certain information technology, office and other equipment. Our leases are all classified as operating and generally have remaining terms of less than one year to eleven years.

The components of operating lease costs for the years ended December 31, 2020 and 2019 were as follows:

	Year Ended December 31,
	2020		2019
	(in thousands)
Operating lease costs	$	4,370	$	2,976
Variable lease costs(1)	976		905
Short-term lease costs	39		140
Total lease costs	$	5,385	$	4,021

_______________

(1)Primarily includes common area maintenance and other service charges for leases in which we pay a proportionate share of those costs as we have elected to not separate lease and non-lease components for our office leases.

F-27

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

Maturities of our operating lease liabilities as of December 31, 2020 were as follows:

	December 31, 2020
	(in thousands)
2021	$	3,747
2022	3,181
2023	2,642
2024	2,357
2025	1,944
Thereafter	7,653
Total minimum lease payments	21,524
Less: imputed interest	(4,022)
Present value of operating lease liabilities	$	17,502

As of December 31, 2020, the weighted-average remaining lease term of our operating leases was 7.6 years and the weighted-average discount rate used in the calculation of our lease liabilities was 5.5%.

As of December 31, 2020, we had a lease agreement in which the lease did not commence prior to year-end and therefore the lease liabilities and corresponding right-of-use asset had not been recorded in our Combined Balance Sheets. We expect to take control of the leased asset in 2021 and our future minimum lease payments under this lease are approximately $29.0 million over a lease term of eleven years.

Supplemental cash flow information related to our leases was as follows:

	Year Ended December 31,
	2020		2019
	(in thousands)
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,433	$	2,654
Right-of-use assets obtained in exchange for operating lease liabilities	5,765		2,278

Prior to our adoption of ASC 842, rent expense was as follows:

	Year Ended December 31,
	2018
	(in thousands)
Rent expense	$	3,473

F-28

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

8. Accrued Liabilities and Other

Accrued liabilities and other current liabilities were as follows:

	December 31,				March 31,
	2020		2019		2021
	(in thousands)				(unaudited)
Payroll-related accruals	$	14,305	$	8,488	$	9,483
Value-added and other tax	1,553		1,557		1,388
Purchasing accruals	3,183		1,796		5,711
Accrued royalties	1,130		951		1,225
Accrued other liabilities	1,805		1,099		2,161
Total	$	21,976	$	13,891	$	19,968

9. Employee Benefit Plans

401(k) Plan

Our eligible employees participate in a 401(k) matching program. The plan is sponsored by our Parent and administered by a third party, under which our Parent has the right to terminate the plan at any time. Employees are fully vested in contributions to the plan. Our expense related to this plan was $1.2 million, $1.1 million and $0.9 million during the years ended December 31, 2020, 2019 and 2018, respectively, and is presented in cost of revenue and operating expense on the Combined Statements of Operations. Our expense related to this plan was $0.5 million and $0.4 million during the three months ended March 31, 2021 and 2020 (unaudited), respectively, and is presented in cost of revenue and operating expense on the Combined Statements of Operations.

10. Relationship with Parent and Related Entities

Historically, the N-able business has been managed and operated in the normal course of business consistent with other affiliates of the Parent. Accordingly, certain shared costs have been allocated to N-able and reflected as expenses in the Combined Financial Statements. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical Parent expenses attributable to N-able for purposes of the stand-alone financial statements. However, the expenses reflected in the Combined Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if N-able historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the Combined Financial Statements may not be indicative of related expenses that will be incurred in the future by N-able.

General Corporate Overhead

The Parent provides facilities, information technology services and certain corporate and administrative services to the N-able business. Expenses relating to these services have been allocated to N-able and are reflected in the Combined Financial Statements. Where direct assignment is not possible or practical, these costs were allocated

F-29

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

based on headcount. The following table summarizes the components of general allocated corporate expenses for the years ended December 31, 2020, 2019 and 2018 and for the three months ended March 31, 2021 and 2020:

	Years Ended December 31,						Three Months Ended March 31,
	2020		2019		2018		2021		2020
	(in thousands)						(unaudited)
General and administrative	$	31,357	$	17,394	$	11,293	$	9,090	$	4,751
Research and development	1,672		1,224		852		71		453
Sales and marketing	1,969		1,128		830		28		384
Cost of revenue	149		99		88		42		88
Total	$	35,147	$	19,845	$	13,063	$	9,231	$	5,676

Due to and from Affiliates

Due to affiliates within long-term liabilities in the Combined Balance Sheets represents N-able's related party debt due to SolarWinds Holdings, Inc. of $372.7 million, $394.4 million and $372.7 million as of December 31, 2020, December 31, 2019 and March 31, 2021 (unaudited), respectively.

On February 25, 2016, we entered into a loan agreement with SolarWinds Holdings, Inc. with an original principal amount of $250.0 million and a maturity date of February 25, 2023. Borrowings under the loan agreement bear interest at a floating rate which is equal to an adjusted London Interbank Offered Rate, or LIBOR, for a three-month interest period plus 9.8%. Prepayments of borrowings under the loan are permitted. As of December 31, 2020 and March 31, 2021 (unaudited), $228.5 million in borrowings were outstanding, respectively.

On May 27, 2016, we entered into an additional loan agreement with SolarWinds Holdings, Inc. The loan agreement, as amended, has an original principal amount of $200.0 million and a maturity date of May 27, 2026. Borrowings under the loan agreement bear interest at a fixed rate of 2.24%. Prepayments of borrowings under the loan are permitted. As of December 31, 2020 and March 31, 2021 (unaudited), $144.2 million in borrowings were outstanding, respectively.

Interest expense related to the activity with SolarWinds Holdings, Inc. is presented in the Statements of Operations and was $28.1 million, $34.1 million and $34.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Interest expense related to the activity with SolarWinds Holdings, Inc. was $6.5 million and $7.6 million for the three months ended March 31, 2021 and 2020 (unaudited), respectively. The repayment of principal for these related party borrowings is reflected as a financing activity in the Combined Statements of Cash Flows.

Due to affiliates within current liabilities comprises intercompany trade payables of $8.0 million, $2.0 million and $19.1 million as of December 31, 2020, December 31, 2019 and March 31, 2021 (unaudited), respectively. Due from affiliates within accounts receivable comprises intercompany trade receivables which were $0.3 million, $0.1 million and $0.8 million for the periods ended December 31, 2020, December 31, 2019 and March 31, 2021 (unaudited), respectively.

Equity-Based Incentive Plans

Certain of our employees participate in our Parent’s equity-based incentive plans. Under the SolarWinds Corporation 2016 Equity Incentive Plan (the "2016 Plan"), our employees, consultants, directors, managers and advisors were awarded stock-based incentive awards in a number of forms, including nonqualified stock options. The ability to grant any future equity awards under the 2016 Plan terminated in October 2018. Under the SolarWinds Corporation 2018 Equity Incentive Plan, our employees can be awarded stock-based incentive awards which includes non-statutory stock options or incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other cash-based or share-based awards. Awards granted to our

F-30

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

employees under the incentive plans generally vest over periods ranging from one to five years. We measure stock-based compensation for all stock-based incentive awards at fair value on the grant date. Stock-based compensation expense is generally recognized on a straight-line basis over the requisite service periods of the awards.

Compensation costs associated with our employees’ participation in the incentive plans have been specifically identified for employees who exclusively support our operations and are allocated to us as part of the cost allocations from our Parent. Total costs charged to us related to our employees’ participation in our Parent’s incentive plans were $20.6 million, $8.4 million and $1.8 million during the years ended December 31, 2020, 2019 and 2018, respectively. Total costs charged to us related to our employees’ participation in our Parent’s incentive plans were $4.6 million and $2.6 million during the three months ended March 31, 2021 and 2020 (unaudited), respectively. We include the related expense in operating expense (general and administrative, sales and marketing and research and development) and cost of revenue on our Combined Statements of Operations, depending on the nature of the employee’s role in our operations.

Employee Stock Purchase Plan

Our eligible employees participate in our Parent’s 2018 Employee Stock Purchase Plan, or the ESPP. The ESPP permits eligible participants to purchase SolarWinds' shares at a discount through regular payroll deductions of up to 20% of their eligible compensation during the offering period. The ESPP is typically implemented through consecutive six-month offering periods. The purchase price of the shares is 85% of the lesser of the fair market value of the closing price per share on the first day of the offering period and the fair market value of the closing price per share on the last day of the offering period. No participant may purchase more than $25,000 worth of common stock per calendar year.

Costs charged to us related to our employees’ participation in our Parent’s ESPP were $0.5 million and $0.2 million during the years ended December 31, 2020 and 2019, respectively. Our Parent did not have an ESPP offering period in 2018, therefore no expense was recognized. Costs charged to us related to our employees’ participation in our Parent’s ESPP were $0.1 million during the three months ended March 31, 2021 and 2020 (unaudited), respectively.

F-31

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

11. Income Taxes

U.S. and international components of income (loss) before income taxes were as follows:

	Year Ended December 31,
	2020		2019		2018
	(in thousands)
U.S.	$	(46,444)	$	(23,463)	$	(14,330)
International	51,300		26,656		(3,161)
Income (loss) before income taxes	$	4,856	$	3,193	$	(17,491)

Income tax expense (benefit) was composed of the following:

	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Current:
Federal	$	—	$	—	$	—
State	—		—		84
International	16,065		10,438		6,652
	16,065		10,438		6,736
Deferred:
Federal	86		(64)		(2,290)
State	5		(133)		(55)
International	(4,142)		(4,536)		(8,190)
	(4,051)		(4,733)		(10,535)
Income tax expense (benefit)	$	12,014	$	5,705	$	(3,799)

F-32

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

The difference between the income tax expense (benefit) derived by applying the federal statutory income tax rate to our income (loss) before income taxes and the amount recognized in our Combined Financial Statements is as follows:

	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Expense (benefit) derived by applying the federal statutory income tax rate to income before income taxes	$	1,020	$	670	$	(3,673)
State taxes, net of federal benefit	(185)		(93)		23
Permanent items	—		1		50
Research and experimentation tax credits	(786)		(422)		(386)
Withholding tax	(44)		112		722
Valuation allowance for deferred tax assets	11,680		5,638		938
Stock-based compensation	(333)		(636)		129
Meals & entertainment	15		130		105
Acquisition costs	35		297		124
Effect of foreign operations	612		8		(1,831)
	$	12,014	$	5,705	$	(3,799)

The effective tax rate for the year ended December 31, 2020 increased from the year ended December 31, 2019 primarily due to the valuation allowance recognized on the deferred tax assets in the U.S., reduced benefit of stock-based compensation and effect of foreign operations, partially offset by research and experimentation tax credits.

The effective tax rate for the year ended December 31, 2019 increased from the year ended December 31, 2018 primarily due to the valuation allowance recognized on the deferred tax assets in the U.S., partially offset by the research and experimentation tax credits, stock-based compensation and effect of foreign operations.

For the three months ended March 31, 2021 and 2020 (unaudited), we recorded income tax expense of $2.4 million and $2.0 million, respectively, resulting in an effective tax rate of (129.0)% and 74.4%, respectively. The decrease in the effective tax rate for the three months ended March 31, 2021 compared to the same period in 2020 was primarily due to a decrease in income before income taxes and due to the valuation allowance recognized on the deferred tax assets in the U.S.

During 2018, we completed our accounting for the income tax effects of the Tax Act. Upon further analysis of the Tax Act, additional guidance issued by the U.S. Treasury Department, state taxing authorities and other standard-setting bodies, we finalized our calculation of the transition tax during the year ended December 31, 2018. We did not recognize any additional income tax expense in 2018.

F-33

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

The components of the net deferred tax amounts recognized in the accompanying Combined Balance Sheets were:

	December 31,
	2020		2019
	(in thousands)
Deferred tax assets:
Allowance for doubtful accounts	$	262	$	228
Accrued expenses	209		125
Net operating loss	17,935		15,313
Research and experimentation credits	1,349		562
Stock-based compensation	2,446		559
Interest	1,072		832
Deferred revenue	91		137
Unrealized exchange gain	1		2
Leases	1,560		1,775
Other credits	51		464
Total deferred tax assets	24,976		19,997
Valuation allowance	(18,256)		(6,576)
Deferred tax assets, net of valuation allowance	6,720		13,421
Deferred tax liabilities:
Property and equipment	846		733
Prepaid expenses	574		179
Leases	1,686		1,821
Intangibles	6,478		17,598
Total deferred tax liabilities	9,584		20,331
Net deferred tax liability	$	2,864	$	6,910

At December 31, 2020 and 2019, we had net operating loss carry forwards for U.S. federal income tax purposes of approximately $69.2 million and $31.6 million, respectively. These U.S. federal net operating losses are available to offset future U.S. federal taxable income and do not expire.

At December 31, 2020 and 2019, we had net operating loss carry forwards for certain state income tax purposes of approximately $3.5 million and $1.4 million, respectively. These state net operating losses are available to offset future state taxable income and begin to expire in 2029.

At December 31, 2020 and 2019, we had foreign net operating loss carry forwards of approximately $14.8 million and $42.1 million, respectively, which are available to offset future foreign taxable income, and begin to expire in 2022. These foreign net operating loss carry forwards primarily relate to the United Kingdom and Canada at December 31, 2020, and the United Kingdom, Canada, and the Netherlands at December 31, 2019.

At December 31, 2020 and 2019, we had research and experimentation tax credit carry forwards of approximately $1.3 million and $0.6 million, respectively, which are available to offset future U.S. federal income tax. These U.S. federal tax credits begin to expire in 2038.

We establish valuation allowances when necessary to reduce deferred tax assets to amounts expected to be realized. As of December 31, 2020 and 2019, we have recorded a valuation allowance of $18.3 million and $6.6 million, respectively. The valuation allowance is primarily related to the net operating loss and research and experimentation tax credit carry forwards in the U.S.

F-34

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

The Tax Act imposes a mandatory transition tax on accumulated foreign earnings as of December 31, 2017. Effective January 1, 2018, the Tax Act creates a new territorial tax system in which we will recognize the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. For the year ended December 31, 2020, we did not incur a global intangible low-taxed income, or GILTI, liability; however, to the extent that we incur expense under the GILTI provisions, we will treat it as a component of income tax expense in the period incurred. As a result of the Tax Act, our accumulated foreign earnings as of December 31, 2017 have been subjected to U.S. tax. Moreover, all future foreign earnings will be subject to a new territorial tax system and dividends received deduction regime in the U.S. As of December 31, 2020, undistributed earnings of certain foreign subsidiaries of approximately $433.4 million are intended to be permanently reinvested outside the U.S. Accordingly, no provision for foreign withholding tax or state income taxes associated with a distribution of these earnings has been made. Determination of the amount of the unrecognized deferred tax liability on these unremitted earnings is not practicable.

The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest, were as follows:

	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Balance, beginning of year	$	87	$	87	$	138
Increases for tax positions related to the current year	—		—		—
Decreases for tax positions related to the current year	—		—		—
Increases for tax positions related to prior years	—		—		—
Decreases for tax positions related to prior years	—		—		(51)
Reductions due to lapsed statute of limitations	—		—		—
Balance, end of year	$	87	$	87	$	87

At March 31, 2021, we do not have any accrued interest and penalties related to unrecognized tax benefits.

We do not believe that it is reasonably possible that our unrecognized tax benefits will significantly change in the next twelve months.

We file U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2012 through 2020 tax years generally remain open and subject to examination by federal, state and foreign tax authorities. We are currently under examination by the IRS for the tax years 2013 through the period ending February 2016. During the three months ended March 31, 2021, we finalized a settlement agreement with the IRS for the tax years 2011 to 2012. We are currently under audit by the Massachusetts Department of Revenue for the 2015 through February 2016 tax years, and the Texas Comptroller for the 2015 through 2018 tax years. We are not currently under audit in any other taxing jurisdictions.

On July 27, 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. In February 2016, the U.S. Internal Revenue Service appealed the decision to the U.S. Court of Appeals for the Ninth Circuit. On June 7, 2019, the Ninth Circuit reversed the 2015 decision of the U.S. Tax Court. On February 10, 2020, Altera Corp. submitted a petition for writ of certiorari to the U.S. Supreme Court. On June 22, 2020, the Supreme Court of the United States denied Altera's petition to review the Ninth Circuit’s decision. Due to the uncertainty surrounding the status of the current regulations and questions related to the scope of potential benefits or obligations, we have not recorded any benefit or expense as of December 31, 2020. We will continue to monitor ongoing developments and potential impacts to our Combined Financial Statements.

F-35

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

12. Commitments and Contingencies

Legal Proceedings

From time to time, we have been and may be involved in various legal proceedings arising in our ordinary course of business. In the opinion of management, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our Combined Financial Statements, cash flows or financial position and it is not possible to provide an estimated amount of any such loss. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect our future results of operations or cash flows, or both, in a particular period.

13. Operating Segments and Geographic Information

We operate as a single segment. The chief operating decision-maker is considered to be our Chief Executive Officer of N-able. The chief operating decision-maker allocates resources and assesses performance of the business at the combined N-able level.

The authoritative guidance for disclosures about segments of an enterprise establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer manages the Business as a multi-product business that utilizes its model to deliver software solutions to customers regardless of their geography or IT environment. Operating results including growth in bookings and billings of solutions, lead generation activity from marketing, renewal and retention rates by solution and geography and sales forecasts and pipeline reports are reviewed at the combined entity level for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we considered ourselves to be in a single operating and reporting segment structure.

F-36

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Notes to Combined Financial Statements

We based revenue by geography on the shipping address of each MSP partner. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods. The following tables set forth revenue and net long-lived assets by geographic area:

	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Revenue
United States, country of domicile	$	144,776	$	125,682	$	105,774
United Kingdom	31,649		28,422		26,199
All other international	126,446		109,414		96,321
Total revenue	$	302,871	$	263,518	$	228,294

	December 31,
	2020		2019
	(in thousands)
Long-lived assets, net
United States, country of domicile	$	4,774	$	4,710
Switzerland	10,202		6,045
Canada	1,126		1,377
All other international	3,488		1,275
Total long-lived assets, net	$	19,590	$	13,407

14. Subsequent Events

These combined financial statements were derived from the financial statements of SolarWinds Corporation, which issued its annual financial statements for the fiscal year ended December 31, 2020 on March 1, 2021. Accordingly, the Company has evaluated transactions for consideration as recognized subsequent events in these financial statements through the date of March 1, 2021.

Events Subsequent to the Original Issuance of the Combined Financial Statements (Unaudited)

We have evaluated subsequent events after the balance sheet date of March 31, 2021 through the date these financial statements were issued on May 26, 2021.

F-37

N-able, Inc. (formerly known as SWI SpinCo)

(A Business of SolarWinds Corporation)

Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts

	Beginning Balance		Additions (Charge to Expense)		Deductions (Write-offs, net of Recoveries)		Ending Balance
	(in thousands)
Allowance for doubtful accounts, customers and other:
Year ended December 31, 2018	$	549	$	1,725	$	(1,111)	$	1,163
Year ended December 31, 2019	1,163		1,840		(1,853)		1,150
Year ended December 31, 2020	1,150		1,483		(1,882)		751
Tax valuation allowances:
Year ended December 31, 2018	$	—	$	938	$	—	$	938
Year ended December 31, 2019	938		5,638		—		6,576
Year ended December 31, 2020	6,576		11,680		—		18,256

F-38

EX-99.2

Exhibit 99.2

SolarWinds Completes Spin-Off of its MSP Business;
N-able, Inc. Begins Trading as Independent, Publicly Traded Company

AUSTIN, Texas & WAKEFIELD, Massachusetts – July 20, 2021 – SolarWinds Corporation (NYSE: SWI) (“SolarWinds”), a leading provider of simple, powerful, and secure IT management software, and N-able, Inc. (NYSE: NABL) (“N-able”), a leading provider of cloud-based software solutions for managed service providers, today announced the completion of the previously announced spin-off of the SolarWinds managed service provider (“MSP”) business into a standalone, separately-traded public company named N-able, Inc.. Following the separation, which was completed on July 19, 2021, N-able will provide cloud-based software solutions for managed service providers (“MSPs”), enabling them to support digital transformation and growth within small and medium-sized enterprises. SolarWinds will retain its Core IT Management business focused primarily on providing IT infrastructure management software to corporate IT organizations. N-able common stock will trade on the New York Stock Exchange under the symbol “NABL.”

As previously announced, SolarWinds’ stockholders of record as of the close of business on July 12, 2021, the record date for the distribution, received one share of N-able common stock for every two shares of SolarWinds common stock held by them as of such date. SolarWinds stockholders received cash in lieu of any fractional shares.

Forward-Looking Statements

This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the post-separation plans of SolarWinds and N-able. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “aim,” “anticipate,” “believe,” “can,” “could,” “seek,” “should,” “feel,” “expect,” “will,” “would,” “plan,” “intend,” “estimate,” “continue,” “may” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: (a) risks related to the potential spin-off of the N-able business into a newly created and separately traded public company, including that the process of potentially completing the spin-off could disrupt or adversely affect the consolidated or separate businesses, results of operations and financial condition, that the spin-off may not achieve some or all of any anticipated benefits with respect to either business; (b) risks related to the cyber incident disclosed in December 2020 (the "Cyber Incident"), including with respect to (1) the discover of new or additional information regarding the Cyber Incident, including with respect to its scope, the threat actor’s access to SolarWinds’ and N-able’s environments and its related activities during such period, and the related impact on the companies’ respective systems, products, current or former employees and customers, (2) the possibility that mitigation and remediation efforts with respect to the Cyber Incident may not be successful, (3) the possibility that additional confidential, proprietary or personal information, including information of SolarWinds’ or N-able’s current or former

employees and customers, was accessed and exfiltrated as a result of the Cyber Incident, (4) numerous financial, legal, reputational, and other risks to us related to the Cyber Incident, including risks that the incident or the companies’ responses thereto, including with respect to providing notices to any impacted individuals, may result in the loss, compromise, or corruption of data and proprietary information, loss of business as a result of termination or non-renewal of agreements or reduced purchases or upgrades of our products, severe reputational damage adversely affecting customer, partner, and vendor relationships, and investor confidence, increased attrition of personnel and distraction of key and other personnel, U.S. or foreign regulatory investigations and enforcement actions, litigation, indemnity obligations, damages for contractual breach, penalties for violation of applicable laws or regulations, significant costs for remediation, and the incurrence of other liabilities, (5) risks that our insurance coverage, including coverage relating to certain security and privacy damages and claim expenses, may not be available or sufficient to compensate for all liabilities we incur related to these matters and (6) the possibility that our steps to secure our internal environment, improve our product development environment and ensure the security and integrity of the software that we deliver to our customers may not be successful or sufficient to protect against future threat actors or attacks or be perceived by existing and prospective customers as sufficient to address the harm caused by the Cyber Incident; (c) the possibility that the global COVID-19 pandemic may adversely affect our business, results of operations and financial condition; (d) any of the following factors either generally or as a result of the impacts of the Cyber Incident or the global COVID-19 pandemic on the global economy or on our business operations and financial condition or on the business operations and financial conditions of the companies’ respective customers, their end-customers and the companies’ respective prospective customers: (1) reductions in information technology spending or delays in purchasing decisions by customers, their end-customers and prospective customers, (2) the inability to sell products to new customers or to sell additional products or upgrades to existing customers, (3) any decline in renewal or net retention rates, (4) the inability to generate significant volumes of high quality sales leads from digital marketing initiatives and convert such leads into new business at acceptable conversion rates, (5) the timing and adoption of new products, product upgrades, or pricing model changes by SolarWinds, N-able or their competitors, (6) potential foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity and (7) risks associated with international operations; (e) the possibility that operating income could fluctuate and may decline as percentage of revenue as each company makes further expenditures to support its business or expand its operations; (f) any inability to successfully identify, complete, and integrate acquisitions, and manage growth effectively; (g) SolarWinds’ status as a controlled company and following the Distribution, N-able’s status as a controlled company; (h) N-able’s status as an emerging growth company and (i) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in N-able’s registration statement on Form 10 filed on June 15, 2021, SolarWinds’ Annual Report on Form 10-K for the period ended December 31, 2020 filed on March 1, 2021, SolarWinds’ Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021 filed on May 10, 2021 and the quarter ended June 30, 2021 that SolarWinds anticipates filing on or before August 9, 2021 and N-able’s Quarterly Report on Form 10-Q the quarter ended June 30, 2021 that N-able anticipates filing on or before August 16, 2021. All information provided in this release is as of the date hereof and neither SolarWinds nor N-able undertakes any duty to update this information except as required by law.

#SWIfinancials

About SolarWinds

SolarWinds is a leading provider of simple, powerful, and secure IT management software. Our solutions give organizations worldwide—regardless of type, size or complexity—the power to accelerate business transformation in today’s hybrid IT environments. We continuously engage with all types of technology professionals—IT service and operations professionals, DevOps and SecOps professionals, and Database Administrators (DBAs) —to understand the challenges they face maintaining high-performing and highly available IT infrastructures, applications, and environments. The insights we gain from them, in places like our THWACK online community, allow us to address customers’ needs now, and in the future. Our focus on the user and commitment to excellence in end-to-end hybrid IT management has established SolarWinds as a worldwide leader in solutions for observability, IT service management, application performance, and database management.

About N-able

N-able (formerly SolarWinds MSP) empowers managed services providers (MSPs) to help small and medium enterprises navigate the digital evolution. With a flexible technology platform and powerful integrations, N-able makes it easy for MSPs to monitor, manage, and protect their end-customer systems, data, and networks. N-able’s growing portfolio of security, automation, and backup and recovery solutions is built for IT services management professionals. N-able simplifies complex ecosystems and enables customers to solve their most pressing challenges. N-able provides extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help MSPs deliver exceptional value and achieve success at scale.

© 2021 SolarWinds Worldwide, LLC. All rights reserved.

CONTACTS:

SolarWinds Contacts:
Investors	Media
Ashley Hook Phone: 512.682.9683 ir@solarwinds.com	Tiffany Nels Phone: 512.682.9535 pr@solarwinds.com
N-able Contacts:
Investors	Media
Howard Ma Phone: 512.498.6707 ir@n-able.com	Kim Cecchini Phone: 919.957.5019 pr@n-able.com

EX-99.3

Exhibit 99.3

Unaudited Pro Forma Condensed Consolidated Financial Statements

On July 19, 2021, SolarWinds Corporation (“Company, “we”, “us” and “our”) completed the previously announced separation of our managed service provider (“MSP” or “N-able”) business into a newly created and separately traded public company, N-able, Inc. The separation was completed by means of a distribution in which each holder of our common stock, par value $0.001 per share, received one share of N-able’s common stock, par value $0.001, for every two shares of our common stock held of record as of the close of business on July 12, 2021 (the “Record Date”). After the distribution, we will not beneficially own any shares of common stock in N-able and will no longer consolidate N-able into our financial results for periods ending after July 19, 2021 (the entire transaction being referred to as the “Separation”).

The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to the Separation. The unaudited pro forma condensed consolidated statements of operations reflect the Company’s results as if the Separation had occurred as of January 1, 2018. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2021 reflects the Company’s financial position as if the Separation had occurred on such date. After the date of the Separation, the historical financial results of N-able will be reflected in our consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods presented through the Separation date.

The unaudited pro forma condensed consolidated financial statements are not intended to be a complete presentation of the Company’s financial position or results of operations had the Separation occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Separation and related transactions been completed on the dates assumed. The unaudited pro forma condensed consolidated financial information should be read together with our historical consolidated financial statements and accompanying notes.

The “Historical” column in the unaudited pro forma condensed consolidated financial statements reflects our historical condensed consolidated financial statements for the periods presented and does not reflect any adjustments related to the Separation and related transactions.

The “N-able Separation” column in the unaudited pro forma condensed consolidated financial statements reflects the operations, assets, liabilities and equity of N-able, which have been derived from N-able’s historical condensed financial statements prepared on a “carve-out” basis of accounting.

The unaudited pro forma condensed consolidated financial statements have been prepared to include transaction accounting and autonomous entity adjustments to reflect the financial condition and results of operations as if we were a separate stand-alone entity in accordance with GAAP.

The “Transaction Accounting Adjustments” column in the unaudited pro forma condensed consolidated financial statements reflects the effects of N-able’s legal separation from the Company and includes the following adjustments:

•the impact of the separation agreement, tax matters agreement, employee matters agreement, transition services agreement, and other commercial agreements between the Company and N-able;

•the settlement of related party debt with N-able; and

•the elimination of our net investment in N-able.

The “Autonomous Entity Adjustments” column in the unaudited pro forma condensed consolidated financial statements reflects the operations and financial position of the Company as an autonomous entity when N-able was previously part of the Company, and includes the following adjustments:

•the contribution by the Company to N-able, pursuant to the separation agreement, of all assets and liabilities that comprises our business; and

1

•other adjustments as described in the notes to these unaudited pro forma condensed consolidated financial statements.

The pro forma adjustments represent our best estimates based on information currently available and may differ from those that will be calculated to report N-able as discontinued operations in our future filings.

The unaudited pro forma condensed financial statements have been prepared in accordance with Article 11 of the SEC’s Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” or the “Final Rule”. The Final Rule became effective on January 1, 2021 and the unaudited pro forma condensed financial statements is presented in accordance therewith. The unaudited pro forma condensed consolidated financial statements do not include adjustments to reflect any potential synergies that may be achievable, or dis-synergy costs that may occur, in connection with the Separation.

2

SolarWinds Corporation

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2021

(In thousands, except share and per share information)

	Historical		N-able Separation (a)		Transaction Accounting Adjustments		Notes	Autonomous Entity Adjustments		Notes	Pro Forma Results
Assets
Current assets:
Cash and cash equivalents	$	374,352	$	(111,218)	$	617,224	(b-d)	$	—		$	880,358
Accounts receivable, net of allowances of $3,023 as of March 31, 2021	116,271		(29,033)		—			4,137		(n-p)	91,375
Income tax receivable	2,286		(1,810)		115		(e)	—			591
Prepaid and other current assets	37,501		(8,543)		19,134		(f)	—			48,092
Total current assets	530,410		(150,604)		636,473			4,137			1,020,416
Property and equipment, net	58,507		(19,311)		—			—			39,196
Operating lease assets	108,030		(13,395)		—			—			94,635
Deferred taxes	143,080		(3,227)		1,031		(e)	—			140,884
Goodwill	4,192,328		(855,578)		—			—			3,336,750
Intangible assets, net	524,320		(18,425)		—			—			505,895
Other assets, net	37,837		(7,569)		—			—			30,268
Total assets	$	5,594,512	$	(1,068,109)	$	637,504		$	4,137		$	5,168,044
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	19,299	$	(2,181)	$	—		$	864	(n-p)	$	17,982
Payable due to SolarWinds	—		(19,134)		19,134		(f-g)	—			—
Payable due to N-able	—		—		780		(h)	—			780
Accrued liabilities and other	56,594		(19,968)		588		(g)	—			37,214
Current operating lease liabilities	18,476		(2,882)		—			—			15,594
Accrued interest payable	154		—		—			—			154
Accrued interest payable due to SolarWinds	—		(5,722)		5,722		(b)	—			—
Income taxes payable	11,324		(1,803)		129		(e)	—			9,650
Current portion of deferred revenue	343,412		(9,688)		—			—			333,724
Current debt obligation	19,900		—		—			—			19,900
Total current liabilities	469,159		(61,378)		26,353			864			434,998
Long-term liabilities:
Deferred revenue, net of current portion	34,853		(137)		—			—			34,716
Non-current deferred taxes	47,706		(4,641)		9,188		(e)	—			52,253
Non-current operating lease liabilities	111,102		(14,162)		—			—			96,940
Other long-term liabilities	101,590		(409)		—			—			101,181
Long-term debt, net of current portion	1,879,936		—		—			—			1,879,936
Due to SolarWinds	—		(372,650)		372,650		(b)	—			—
Total liabilities	2,644,346		(453,377)		408,191			864			2,600,024
Commitments and contingencies
Stockholders’ equity:
Common Stock, $0.001 par value: 1,000,000,000 shares authorized and 315,403,617 shares issued and outstanding as of March 31, 2021	315		—		—			—			315
Preferred Stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of March 31, 2021	—		—		—			—			—
Additional paid-in-capital/ Parent company net investment	3,124,493		(585,060)		229,313		(b-e), (g-h)	—			2,768,746
Accumulated other comprehensive income	61,462		(29,672)		—			—			31,790
Accumulated deficit	(236,104)		—		—			3,273		(n-p)	(232,831)
Total stockholders’ equity	2,950,166		(614,732)		229,313			3,273			2,568,020
Total liabilities and stockholders’ equity	$	5,594,512	$	(1,068,109)	$	637,504		$	4,137		$	5,168,044

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

3

SolarWinds Corporation

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2021

(In thousands, except per share information)

	Historical		N-able Separation (a)		Transaction Accounting Adjustments		Notes	Autonomous Entity Adjustments		Notes	Pro Forma Results
Revenue:
Subscription	$	108,988	$	(80,671)	$	—		$	—		$	28,317
Maintenance	123,040		(2,519)		—			—			120,521
Total recurring revenue	232,028		(83,190)		—			—			148,838
License	24,874		—		—			—			24,874
Total revenue	256,902		(83,190)		—			—			173,712
Cost of revenue:
Cost of recurring revenue	26,958		(11,304)		—			—			15,654
Amortization of acquired technologies	43,121		(2,704)		—			—			40,417
Total cost of revenue	70,079		(14,008)		—			—			56,071
Gross profit	186,823		(69,182)		—			—			117,641
Operating expenses:
Sales and marketing	83,297		(25,714)		(61)		(i-j)	—			57,522
Research and development	37,761		(12,042)		639		(i-j)	—			26,358
General and administrative	47,710		(20,228)		3,383		(i-j)	—			30,865
Amortization of acquired intangibles	20,057		(6,019)		—			—			14,038
Total operating expenses	188,825		(64,003)		3,961			—			128,783
Operating loss	(2,002)		(5,179)		(3,961)			—			(11,142)
Other (expense) income:
Interest expense, net	(16,174)		6,518		(6,518)		(k)	—			(16,174)
Other income, net	127		529		—			—			656
Total other (expense) income	(16,047)		7,047		(6,518)			—			(15,518)
Loss before income taxes	(18,049)		1,868		(10,479)			—			(26,660)
Income tax benefit	(10,889)		(2,410)		8,768		(l-m)	—			(4,531)
Net loss	$	(7,160)	$	4,278	$	(19,247)		$	—		$	(22,129)
Net loss available to common stockholders	$	(7,160)									$	(22,129)
Net loss available to common stockholders per share:
Basic loss per share	$	(0.02)									$	(0.07)
Diluted loss per share	$	(0.02)									$	(0.07)
Weighted-average shares used to compute net loss available to common stockholders per share:
Shares used in computation of basic loss per share	314,246										314,246
Shares used in computation of diluted loss per share	314,246										314,246

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

4

SolarWinds Corporation

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended December 31, 2020

(In thousands, except per share information)

	Historical		N-able Separation (a)		Transaction Accounting Adjustments		Notes	Autonomous Entity Adjustments		Notes	Pro Forma Results
Revenue:
Subscription	$	396,496	$	(292,027)	$	—		$	—		$	104,469
Maintenance	478,284		(10,371)		—			—			467,913
Total recurring revenue	874,780		(302,398)		—			—			572,382
License	144,461		(473)		—			—			143,988
Total revenue	1,019,241		(302,871)		—			—			716,370
Cost of revenue:
Cost of recurring revenue	93,255		(38,916)		—			—			54,339
Amortization of acquired technologies	181,361		(24,257)		—			—			157,104
Total cost of revenue	274,616		(63,173)		—			—			211,443
Gross profit	744,625		(239,698)		—			—			504,927
Operating expenses:
Sales and marketing	298,452		(82,034)		1,069		(i-j)	—			217,487
Research and development	126,216		(42,719)		2,257		(i-j)	—			85,754
General and administrative	137,541		(57,331)		18,098		(i-j)	—			98,308
Amortization of acquired intangibles	74,973		(23,848)		—			—			51,125
Total operating expenses	637,182		(205,932)		21,424			—			452,674
Operating income	107,443		(33,766)		(21,424)			—			52,253
Other expense:
Interest expense, net	(75,884)		28,137		(28,139)		(k)	—			(75,886)
Other expense, net	(1,240)		773		—			—			(467)
Total other expense	(77,124)		28,910		(28,139)			—			(76,353)
(Loss) income before income taxes	30,319		(4,856)		(49,563)			—			(24,100)
Income tax benefit	(128,156)		(12,014)		1,494		(l-m)	—			(138,676)
Net income	$	158,475	$	7,158	(51,057)			$	—		$	114,576
Net income available to common stockholders	$	157,508									$	113,877
Net income available to common stockholders per share:
Basic earnings per share	$	0.51									$	0.37
Diluted earnings per share	$	0.50									$	0.36
Weighted-average shares used to compute net income available to common stockholders per share:
Shares used in computation of basic earnings per share	310,554										310,554
Shares used in computation of diluted earnings per share	315,563										315,563

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

5

SolarWinds Corporation

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended December 31, 2019

(In thousands, except per share information)

	Historical		N-able Separation (a)		Transaction Accounting Adjustments		Notes	Autonomous Entity Adjustments		Notes	Pro Forma Results
Revenue:
Subscription	$	320,747	$	(251,695)	$	—		$	—		$	69,052
Maintenance	446,450		(10,558)		—			—			435,892
Total recurring revenue	767,197		(262,253)		—			—			504,944
License	165,328		(1,265)		—			215		(o-p)	164,278
Total revenue	932,525		(263,518)		—			215			669,222
Cost of revenue:
Cost of recurring revenue	79,571		(33,253)		—			269		(p)	46,587
Amortization of acquired technologies	175,883		(24,067)		—			—			151,816
Total cost of revenue	255,454		(57,320)		—			269			198,403
Gross profit	677,071		(206,198)		—			(54)			470,819
Operating expenses:
Sales and marketing	264,199		(70,254)		212		(i)	—			194,157
Research and development	110,362		(37,172)		2,692		(i)	32		(o)	75,914
General and administrative	97,525		(38,971)		15,798		(i)	—			74,352
Amortization of acquired intangibles	69,812		(23,189)		—			—			46,623
Total operating expenses	541,898		(169,586)		18,702			32			391,046
Operating income	135,173		(36,612)		(18,702)			(86)			79,773
Other (expense) income:
Interest expense, net	(108,071)		33,805		(33,812)		(k)	—			(108,078)
Other income, net	402		(386)		—			300		(n)	316
Total other expense	(107,669)		33,419		(33,812)			300			(107,762)
(Loss) income before income taxes	27,504		(3,193)		(52,514)			214			(27,989)
Income tax (benefit) expense	8,862		(5,705)		(11,065)		(l-m)	48		(m)	(7,860)
Net (loss) income	$	18,642	$	2,512	$	(41,449)		$	166		$	(20,129)
Net (loss) income available to common stockholders	$	18,441									$	(20,129)
Net (loss) income available to common stockholders per share:
Basic (loss) earnings per share	$	0.06									$	(0.07)
Diluted (loss) earnings per share	$	0.06									$	(0.07)
Weighted-average shares used to compute net (loss) income available to common stockholders per share:
Shares used in computation of basic (loss) earnings per share	306,768										306,768
Shares used in computation of diluted (loss) earnings per share	311,168										306,768

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

6

SolarWinds Corporation

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended December 31, 2018

(In thousands, except per share information)

	Historical		N-able Separation (a)		Transaction Accounting Adjustments		Notes	Autonomous Entity Adjustments		Notes	Pro Forma Results
Revenue:
Subscription	$	265,591	$	(216,750)	$	—		$	—		$	48,841
Maintenance	402,938		(9,318)		—			—			393,620
Total recurring revenue	668,529		(226,068)		—			—			442,461
License	164,560		(2,226)		—			877		(o-p)	163,211
Total revenue	833,089		(228,294)		—			877			605,672
Cost of revenue:
Cost of recurring revenue	70,744		(30,920)		—			684		(p)	40,508
Amortization of acquired technologies	175,991		(26,428)		—			—			149,563
Total cost of revenue	246,735		(57,348)		—			684			190,071
Gross profit	586,354		(170,946)		—			193			415,601
Operating expenses:
Sales and marketing	227,468		(62,278)		393		(i)	—			165,583
Research and development	96,272		(32,892)		1,732		(i)	129		(o)	65,241
General and administrative	80,641		(33,286)		10,157		(i)	51		(n)	57,563
Amortization of acquired intangibles	66,788		(23,716)		—			—			43,072
Total operating expenses	471,169		(152,172)		12,282			180			331,459
Operating income	115,185		(18,774)		(12,282)			13			84,142
Other expense:
Interest expense, net	(142,008)		34,523		(34,714)		(k)	—			(142,199)
Other expense, net	(94,887)		1,742		—			3,260		(n)	(89,885)
Total other expense	(236,895)		36,265		(34,714)			3,260			(232,084)
Loss before income taxes	(121,710)		17,491		(46,996)			3,273			(147,942)
Income tax benefit	(19,644)		3,799		(19,705)		(l-m)	756		(m)	(34,794)
Net loss	$	(102,066)	$	13,692	$	(27,291)		$	2,517		$	(113,148)
Net income available to common stockholders	$	364,635									$	353,934
Net income available to common stockholders per share:
Basic earnings per share	$	2.60									$	2.52
Diluted earnings per share	$	2.56									$	2.48
Weighted-average shares used to compute net income available to common stockholders per share:
Shares used in computation of basic earnings per share	140,301										140,301
Shares used in computation of diluted earnings per share	142,541										142,541

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

7

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

The adjustments included in the unaudited pro forma condensed consolidated financial statements are described below:

(a)Reflects the operations, assets, liabilities and equity of N-able, which have been derived from N-able’s historical combined financial statements prepared on a “carve-out” basis of accounting.

Note 1: Transaction Accounting Adjustments

This note should be read in conjunction with other notes in the pro forma condensed consolidated financial statements. Adjustments included in the column under the heading “Transaction Accounting Adjustments” represent the following:                

(b)Reflects the settlement of the outstanding related party indebtedness between us and N-able of $372.7 million. To settle the outstanding related party indebtedness, N-able will enter into new debt for an estimated principal amount of $350.0 million and estimated debt issuance costs of $9.9 million. The adjustment includes the removal of $5.7 million of related accrued and unpaid interest payable.

(c)Reflects an estimated cash payment N-able will distribute to SolarWinds in connection with the Separation.

(d)In connection with the Separation, N-able will enter into privately negotiated agreements with certain accredited investors to sell newly-issued shares of N‑able common stock for net proceeds of $216 million. The transaction is referred to as the "Private Placement". Upon the closing of the Private Placement, and prior to consummation of the separation and distribution, N-able will pay a dividend to SolarWinds in an amount equal to the net proceeds of the Private Placement. This adjustment reflects the dividend payment N-able will distribute to SolarWinds in connection with the Private Placement.

(e)Represents the pro forma adjustments for income taxes after discontinued operations were removed in connection with the Separation.

(f)Reflects outstanding intercompany trade receivables due from N-able that will remain outstanding upon completion of the Separation.

(g)Represents intercompany employee related liabilities that were historically assigned to N-able on a carve-out basis of accounting which were fully eliminated in the carve-out basis of accounting and are still fully eliminated under the discontinued operation basis of accounting.

(h)Reflects outstanding intercompany trade payables due to N-able that will remain outstanding upon completion of the Separation.

(i)Adjustment represents general corporate overhead costs related to executive management, finance, legal, information technology, and other shared services functions that were historically assigned to N-able on a carve-out basis of accounting which SolarWinds expect to be representative of pro forma continuing operations. The pro forma adjustments are summarized below:

8

	For the three months ended March 31, 2021		For the year ended December 31, 2020		For the year ended December 31, 2019		For the year ended December 31, 2018
	(in thousands)
Sales and marketing	$	11	$	1,160	$	212	$	393
Research and development	649		2,313		2,692		1,732
General and administrative	9,533		28,229		15,798		10,157
	$	10,193	$	31,702	$	18,702	$	12,282

(j)Represents the transaction costs directly attributable to the separation of N-able, which will be retrospectively reclassified to discontinued operations upon completion of the Separation. There were no transaction costs for the years ended December 31, 2019 and 2018, respectively. The pro forma adjustments are summarized below:

	For the three months ended March 31, 2021		For the year ended December 31, 2020
	(in thousands)
Sales and marketing	$	(72)	$	(91)
Research and development	(10)		(56)
General and administrative	(6,150)		(10,131)
	$	(6,232)	$	(10,278)

(k)Reflects the removal of the historical interest expense related to the outstanding related party indebtedness expected to be repaid as described in Note (b) above.

(l)Reflects the removal of the income tax effect of the historical interest expense and income related to the outstanding related party indebtedness as described in Notes (b) and (k) above. The pro forma adjustments are summarized below:

	For the three months ended March 31, 2021		For the year ended December 31, 2020		For the year ended December 31, 2019		For the year ended December 31, 2018
	(in thousands)
Income tax expense (benefit)	$	349	$	1,490	$	(4,763)	$	(8,132)

(m)Represents the income tax effect of the pro forma adjustments calculated using enacted statutory tax rates applicable at the legal entity in which the pro forma adjustments were made.

Note 2: Autonomous Entity Adjustments

This note should be read in conjunction with other notes in the pro forma condensed consolidated financial statements. Adjustments included in the column under the heading “Autonomous Entity Adjustments” represent the following:

(n)In connection with the Separation, the Company and N-able entered into a transition services agreement whereby the Company and N-able will provide certain post-closing services to each other on a transitional basis. As such, a pro forma adjustment has been recorded to general and administrative expenses for services incurred by the Company from N-able and a pro forma adjustment has been recorded to other

9

income for services provided by the Company to N-able to reflect this contractual arrangement. The pro forma adjustments are summarized below:

	For the year ended December 31, 2019		For the year ended December 31, 2018
	(in thousands)
General and administrative	$	—	$	51
Other income	300		3,260
	$	300	$	3,209

(o)Represents the impact of the software cross license agreement that will be entered into between N-able and the Company after the Separation pursuant to which N-able will grant to the Company a generally perpetual, irrevocable, nonexclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. We will be able to sublicense our rights to third parties solely for use on behalf of us. We will pay a license fee to N-able for the license to certain software libraries. We will also grant to N-able a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. We will be able to sublicense our rights to third parties solely for use on behalf of us. The pro forma adjustments are summarized below:

	For the year ended December 31, 2019		For the year ended December 31, 2018
	(in thousands)
License revenue	$	113	$	454
Research and development	32		129
	$	81	$	325

(p)Represents the impact of the software OEM agreement that will be entered into between N-able and us after the Separation pursuant to which N-able will grant to us a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain N-able software products to customers on a worldwide basis. We will enter into a substantially similar software OEM agreement under which we will grant to N-able a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain of our software products to customers on a worldwide basis. The pro forma adjustments are summarized below:

	For the year ended December 31, 2019		For the year ended December 31, 2018
	(in thousands)
License revenue	$	102	$	423
Cost of recurring revenue	269		684
	$	(167)	$	(261)

10

The following table illustrates the accumulated impact of footnotes a, b, c and d:

	March 31, 2021
	(in thousands)
Cash and cash equivalents
Historical	$	374,352
N-able Separation (a)	(111,218)
N-able repayment of outstanding indebtedness (b)	372,650
Cash distribution to SolarWinds (c)	28,574
Dividend payment to SolarWinds (d)	216,000
	$	880,358

The following table illustrates the accumulated impact of footnotes a, b, c, d, e, g and h:

	March 31, 2021
	(in thousands)
Additional paid-in-capital/Parent company net investment
Historical	$	3,124,493
N-able separation (a)	(585,060)
Removal of unpaid interest expense (b)	(5,722)
Cash distribution to SolarWinds (c)	28,574
Dividend payment to SolarWinds (d)	216,000
Tax adjustments (e)	(8,171)
Intercompany employee related liabilities elimination (g)	(588)
Outstanding trade payables due to N-able (h)	(780)
	$	2,768,746

11

XML

COVER PAGE COVER PAGE	Jul. 16, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 16, 2021
Entity Registrant Name	SOLARWINDS CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38711
Entity Tax Identification Number	81-0753267
Entity Address, Address Line One	7171 Southwest Parkway
Entity Address, Address Line Two	Building 400
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78735
City Area Code	512
Local Phone Number	682-9300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SWI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001739942
Amendment Flag	false