firstamendmenttostockhol






    EXHIBIT 10.1    FIRST AMENDMENT TO   STOCKHOLDERS’ AGREEMENT       THIS FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is  made effective as of December 13, 2021 (the “Effective Date”), by and among N-able, Inc., a Delaware  corporation (“Company”), N-able International Holdings II, LLC, a Delaware limited liability company  (“N-able International”) and the undersigned stockholders (collectively, the “Lead Investors”). This  Amendment amends the Stockholders’ Agreement (as defined below) on the terms set forth herein. All  capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in  the Stockholders’ Agreement.  RECITALS  WHEREAS, the Company, N-Able International and certain stockholders named therein entered  into that certain Stockholders’ Agreement dated July 19, 2021 (the “Stockholders’ Agreement”).  WHEREAS, in accordance with Section 6.2 of the Stockholders’ Agreement, the Company and the  Lead Investors desire to amend the Stockholders’ Agreement as set forth below.  AGREEMENT  NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged, the Company and the Lead Investors agree as follows:  1. Section 2.1.2(a) of the Stockholders’ Agreement is hereby amended to read in its entirety  as follows:  “(a)  So long as the Aggregate Silver Lake Ownership continues to be (i) at least 20% of the  aggregate number of then outstanding shares of Common Stock of the Company, Silver Lake shall  be entitled to nominate three Directors, (ii) less than 20% but at least 10% of the aggregate number  of then outstanding shares of Common Stock of the Company, Silver Lake shall be entitled to  nominate two Directors and (iii) less than 10% but at least 5% of the aggregate number of then  outstanding shares of Common Stock of the Company, Silver Lake shall be entitled to nominate  one Director. Each Director so nominated may be referred to as a “Silver Lake Director”.   Notwithstanding the foregoing, Silver Lake shall be entitled to nominate three Directors only if the  total number of Directors (inclusive of the number of Directors nominated by Silver Lake and  Thoma Bravo) exceeds seven Directors.  2. Section 2.1.2(b) of the Stockholders’ Agreement is hereby amended to read in its entirety  as follows:  “(b)  So long as the Aggregate Thoma Bravo Ownership continues to be (i) at least 20% of the  aggregate number of then outstanding shares of Common Stock of the Company, Thoma Bravo  shall be entitled to nominate three Directors, (ii) less than 20% but at least 10% of the aggregate  number of then outstanding shares of Common Stock of the Company, Thoma Bravo shall be  entitled to nominate two Directors and (iii) less than 10% but at least 5% of the aggregate number  of then outstanding shares of Common Stock of the Company, Thoma Bravo shall be entitled to  nominate one Director. Each Director so nominated may be referred to as a “Thoma Bravo  





 






    Director”. Notwithstanding the foregoing, Thoma Bravo shall be entitled to nominate three  Directors only if the total number of Directors (inclusive of the number of Directors nominated by  Silver Lake and Thoma Bravo) exceeds seven Directors.”  3. Section 2.1.6(d) of the Stockholders’ Agreement is hereby amended to read in its entirety  as follows:  “(d)  Any recommendation of the Nominating Committee shall require the approval of the Silver  Lake Director (if any) serving on the Nominating Committee, for so long as the Aggregate Silver  Lake Ownership continues to be at least 10% of the aggregate number of outstanding shares of  Common Stock, and the Thoma Bravo Director (if any) serving on the Nominating Committee, for  so long as the Aggregate Thoma Bravo Ownership continues to be at least 10% of the aggregate  number of outstanding shares of Common Stock.”  4. The first sentence of Section 5.4 of the Stockholders’ Agreement is hereby amended to  read in its entirety as follows:  “5.4 Actions Requiring Approval of the Lead Investors. So long as the Lead Investors  collectively continue to hold at least 30% of the aggregate number of then outstanding shares of  Common Stock of the Company, the following actions by the Company or any of its Subsidiaries  shall require the prior written consent of each Lead Investor that is then entitled to nominate at least  two Directors to the Board:”.  5. The Stockholder's Agreement is hereby amended to remove each of the TB Co-Investors  as a party thereto, and the TB Co-Investors shall cease to have any rights or obligations thereunder, subject  to Section 6.3 of the Stockholders Agreement.  6. Except as expressly amended hereby, the Stockholders’ Agreement shall remain  unmodified and in full force and effect.  7. This Amendment may be executed in one or more counterparts, each of which shall be  deemed an original, but all of which together shall constitute one and the same instrument.  8. This Amendment will be governed by and construed in accordance with the domestic  substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision  or rule that would cause the application of the domestic substantive laws of any other jurisdiction.  [Signature Page(s) Follows]  





 






  [Signature Pages – First Amendment to Stockholders’ Agreement]   IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of  the Effective Date set forth above:   N-ABLE, INC.      By:  /s/ John Pagliuca   Name:  John Pagliuca  Its: President and Chief Executive Officer   N-ABLE INTERNATIONAL HOLDINGS II, LLC      By:  /s/ John Pagliuca   Name:  John Pagliuca  Its: President and Chief Executive Officer       





 






  [Signature Pages – First Amendment to Stockholders’ Agreement]   SILVER LAKE PARTNERS IV, L.P.  SILVER LAKE TECHNOLOGY INVESTORS IV, L.P.  For each of the above-referenced Lead Investors  By: Silver Lake Technology Associates IV, L.P.   Its: General Partner  By: SLTA IV (GP), L.L.C.  Its: General Partner  By: Silver Lake Group, L.L.C.  Its: Managing Member      By: /s/ Kenneth Hao        Name: Kenneth Hao   Title: Managing Director         





 






  [Signature Pages – First Amendment to Stockholders’ Agreement]     THOMA BRAVO FUND XI, L.P.  THOMA BRAVO FUND XI-A, L.P.  THOMA BRAVO EXECUTIVE FUND XI, L.P.  THOMA BRAVO SPECIAL OPPORTUNITIES FUND II,  L.P.  THOMA BRAVO SPECIAL OPPORTUNITIES FUND II- A, L.P.    For each of the above-listed Lead Investors,    By: Thoma Bravo Partners XI, L.P.  Its:  General Partner  By: Thoma Bravo UGP XI, LLC  Its: General Partner    By: Thoma Bravo UGP, LLC  Its: General Partner      By: /s/ Seth Boro        Name: Seth Boro   Title: Authorized Signatory    THOMA BRAVO FUND XII, L.P.  THOMA BRAVO FUND XII-A, L.P.  THOMA BRAVO EXECUTIVE FUND XII, L.P.  THOMA BRAVO EXECUTIVE FUND XII-A, L.P.    For each of the above-listed Lead Investors,    By: Thoma Bravo Partners XII, L.P.  Its:  General Partner  By: Thoma Bravo UGP XI, LLC  Its: General Partner    By: Thoma Bravo UGP, LLC  Its: General Partner      By: /s/ Seth Boro        Name: Seth Boro   Title: Authorized Signatory