Waiver Under Registration Rights Agreement



 Exhibit 4.4A 
 SOLARWINDS, INC. 
 WAIVER UNDER REGISTRATION RIGHTS
AGREEMENT 
 THIS WAIVER UNDER REGISTRATION RIGHTS AGREEMENT (this “Waiver”) is made as of
October 25, 2009 by and among SolarWinds, Inc., a Delaware corporation (the “Company”), and the Investors. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in that certain
Registration Rights Agreement dated on or about December 14, 2005, as amended by that certain Amendment No. 1 to Registration Rights Agreement dated December 20, 2006 (as amended, the “Rights Agreement”), by
and among the Company, the Investors and the Other Holders. 
 WHEREAS, the Company is contemplating a proposed follow-on
underwritten public offering of shares of the Company’s Common Stock (the “Public Offering”) pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended; 
 WHEREAS, Pursuant to Section 2.2 of the Rights Agreement, the Holders have the right to include
Registrable Securities (as defined in the Rights Agreement) in the Public Offering, subject to the terms and conditions of the Rights Agreement (the “Registration Rights”); 
 WHEREAS, Section 5.2 of the Rights Agreement provides that the Rights Agreement may be amended, modified, extended or
terminated, and the provisions of the Rights Agreement may be waived, by an agreement in writing signed by the Company and the Holders of a majority of the Registrable Securities; 
 WHEREAS, the undersigned Investors constitute the Holders of a majority of the Registrable Securities and desire to waive the
Registration Rights in connection with the Public Offering; and 
 WHEREAS, the undersigned Investors and the Company
have previously discussed and agreed upon a method of allocation of shares to be sold in the Public Offering among the Company, the Investors and other selling stockholders, the key parameters of which are described on Exhibit A attached
hereto (the “Allocation Method”) Attached as Exhibit B is an illustration of the Allocation Method assuming a firm offering of 10,000,000 shares and an overallotment option of 1,500,000 shares. 
 NOW, THEREFORE, in order to preserve for the Company and the Managing Underwriters the maximum flexibility in meeting the
Company’s financial needs in connection with the Public Offering, the undersigned hereby (1) acknowledges due notice from the Company regarding the Public Offering as required by Section 2.2.1(a) of the Rights Agreement;
(2) waives the remainder of the notice period set forth in Section 2.2.1(a) of the Rights Agreement with respect to the Public Offering; (3) waives any further related notice requirements set forth in the Rights Agreement and waives
in full the rights to register any shares of Registrable Securities in the Public Offering beyond the shares allocated to it in accordance with the Allocation Method; (4) agrees to participate in the Public Offering in accordance with the
Allocation Method; and (5) waives Section 2.3.1 of the Rights Agreement and agrees that in the event of an underwriter’s cutback the aggregate number selling stockholder shares to be included in the Public Offering would be allocated
among the selling stockholders pro rata in accordance with the Allocation Method. 
 This Waiver shall be binding on the
undersigned and the successors, heirs, personal representatives and assigns of the undersigned. 
 In the event that the Public
Offering has not closed by November 30, 2009, this Waiver shall terminate on such date. 
 This Waiver may be executed in
any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document. This Waiver may be executed and delivered by facsimile or email. 
 (Remainder of Page Left Intentionally Blank; Signature Page(s) Follow) 







 IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the date first
written above. 
  

			
	 “COMPANY”

	
	SolarWinds, Inc.
		
	By:	 	 /s/ KEVIN B. THOMPSON

		 	Kevin B. Thompson,
		 	President, Chief Operating Officer and Chief Financial Officer


 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Investor has executed this Waiver as of the date
first written above. 
  

			
	 “INVESTOR”

	
	 AUSTIN VENTURES IX, L.P.

		
	 By:
	 	AV Partners IX, L.P., its General Partner
	 By:
	 	AV Partners IX, L.L.C. its General Partner
		
	 By:
	 	 /s/ JOHN D. THORNTON

		 	John D. Thornton, Member


 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Investor has executed this Waiver as of the date
first written above. 
  

			
	 “INVESTOR”

	
	 BAIN CAPITAL VENTURE INTEGRAL
 INVESTORS, LLC

		
	 By:
	 	 Bain Capital Venture Investors, LLC,
 as Administrative Member

		
	 By:
	 	 /s/ J. BENJAMIN NYE

	 Name:
	 	 J. Benjamin Nye

	 Title:
	 	 Authorized Person

	
	 BCV COINVEST SW, L.P.

	
	 By: Auda Software LLC, its General Partner

	
	 By: Auda Private Equity LLC, its Managing Member

		
	 By:
	 	 /s/ DAVID ANDRYC

		
		 	 /s/ ROBERT KIRBY

	 Name:
	 	 David Andryc & Robert Kirby

	 Title:
	 	 Authorized Signatory



 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Investor has executed this Waiver as of the date
first written above. 
  

			
	 “INVESTOR”

	
	 INSIGHT VENTURE PARTNERS V, L.P.

		
	 By:
	 	 Insight Venture Associates V, L.L.C.,
 its General Partner

		
	 By:
	 	 /s/ JEFFREY HORING

	 Name:
	 	 Jeffrey Horing

	 Title:
	 	 Authorized Person

	
	 INSIGHT VENTURE PARTNERS (CAYMAN)
 V, L.P.

		
	 By:
	 	 Insight Venture Associates V, L.L.C.,
 its General Partner

		
	 By:
	 	 /s/ JEFFREY HORING

	 Name:
	 	 Jeffrey Horing

	 Title:
	 	 Authorized Person

	
	 INSIGHT VENTURE PARTNERS V
 (EMPLOYEE CO-INVESTORS), L.P.

		
	 By:
	 	 Insight Venture Associates V, L.L.C.,
 its General Partner

		
	 By:
	 	 /s/ JEFFREY HORING

	 Name:
	 	 Jeffrey Horing

	 Title:
	 	 Authorized Person



 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Investor has executed this Waiver as of the date
first written above. 
  

			
	 “INVESTOR”

	
	 INSIGHT VENTURE PARTNERS V
 COINVESTMENT FUND, L.P.

		
	 By:
	 	 Insight Venture Associates V, L.L.C.,
 its General Partner

		
	 By:
	 	 /s/ JEFFREY HORING

	 Name:
	 	 Jeffrey Horing

	 Title:
	 	Authorized Person
	
	 INSIGHT VENTURE PARTNERS IV, L.P.

		
	 By:
	 	 Insight Venture Associates IV, L.L.C.,
 its General Partner

		
	 By:
	 	 /s/ JEFFREY HORING

	 Name:
	 	 Jeffrey Horing

	 Title:
	 	 Authorized Person



 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Investor has executed this Waiver as of the date
first written above. 
  

			
	“INVESTOR”
	
	INSIGHT VENTURE PARTNERS IV (FUND B), L.P.
		
	By:	 	Insight Venture Associates IV, L.L.C.,
		 	its General Partner
		
	By:	 	 /s/ JEFFREY HORING

	Name:	 	 Jeffrey Horing

	Title:	 	 Authorized Person

	
	INSIGHT VENTURE PARTNERS (CAYMAN) IV, L.P.
		
	By:	 	Insight Venture Associates IV, L.L.C.,
		 	its General Partner
		
	By:	 	 /s/ JEFFREY HORING

	Name:	 	 Jeffrey Horing

	Title:	 	 Authorized Person

	
	INSIGHT VENTURE PARTNERS IV (CO-INVESTORS), L.P.
		
	By:	 	Insight Venture Associates IV, L.L.C.,
		 	its General Partner
		
	By:	 	 /s/ JEFFREY HORING

	Name:	 	 Jeffrey Horing

	Title: 	 	 Authorized Person



 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Investor has executed this Waiver as of the date
first written above. 
  

			
	“INVESTOR”
	
	 BOB L. MARTIN, AS TRUSTEE OF 25PS1213
 TRUST U/A/D AUGUST 1, 2008

		
	By:	 	  

	Name:	 	 Bob L. Martin

	Title:	 	 Trustee



 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Investor has executed this Waiver as of the date
first written above. 
  

			
	“INVESTOR”
	
	 DONALD C. YONCE, AS TRUSTEE OF
 DONALD YONCE 2007 TRUST

		
	By:	 	 /s/ DONALD YONCE

	Name:	 	 Donald C. Yonce

	Title:	 	 Trustee

	
	ATLANTIS SOLARWINDS, L.P.
		
	By:	 	Atlantis SolarWinds, LLC,
		 	its General Partner
		
	By:	 	Donald Yonce Family Trust,
		 	its Sole Member
		
	By:	 	 /s/ DONALD YONCE

	Name:	 	 Donald C. Yonce

	Title:	 	 Trustee



 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the undersigned Investor has executed this Waiver as of the date
first written above. 
  

			
	“INVESTOR”
	
	YONCE MANAGEMENT, LLC
		
	By:	 	 /s/ DAVID A. YONCE

	Name:	 	 David A. Yonce

	Title:	 	 Managing Member

	
	 /s/ DAVID A. YONCE

	DAVID A. YONCE


 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 








			
	 ACKNOWLEDGED AND AGREED:

	
	CBMR ENTERPRISES, LLC
		
	By:	 	 /s/ DOUGLAS ROGERS

		 	Douglas Rogers, Member
		
	By:	 	 /s/ MARGARET ROGERS

		 	Margaret Rogers, Member


 SOLARWINDS, INC. 
 SIGNATURE PAGE TO WAIVER UNDER REGISTRATION
RIGHTS AGREEMENT 
  







 Exhibit A 
 Allocation Method 







 Exhibit B 
 Allocation Method at an Assumed Offering of 10,000,000 Shares