--- ## Page 1 Ref page 1 ©Whalen LLP 2018 ### SolarWinds Corporation ### Print If You Want to Sell **Please print this single-sided only! Double-sided printouts are NOT acceptable to the transfer agent!** This document contains all the signature pages, questionnaires and tax forms you need to complete to sell your shares in connection with the initial public offering of SolarWinds Corporation. If you have any questions, please call Whalen LLP at 949.833.1700 for assistance. 1. If You Hold in Different Names. If you are selling stock held in different ways (for example, you own stock personally and through a trust), please complete a separate set of documents for each different name in which the stock is held. 2. Instructions and More Information. Please read the accompanying *Instructions/FAQ* for information about the offering. Then review the *For Your Records* pdf, which contains complete copies of various documents. We have extracted the signature pages from all the documents you must sign and included them in this document, so it is **not** necessary for you to print, sign or fill in any of the documents in the *For Your Records* document. 3. Completed Example. Please use the *Examples of Completed Documents* pdf for guidance as you complete these documents. # Return Instructions If you want to sell shares in the offering, you must complete and execute the attached documents, and return them by email or fax so that they are delivered by 3:00 p.m. Pacific Time on Tuesday, October 2, 2018. Please deliver your completed documents to Marjorie Sanders at Whalen LLP: fax: 714.408.7446; email: SolarWinds@WhalenLLP.com. **Thank you for your patience in going through this complicated process!** **Name:** Johan Jongema *(handwritten signature)* --- ## Page 2 Ref page 2 **Signature Page to SolarWinds Corporation** **Agreement to Sell** Date: **10-2-18** ▼ Sign below if stockholder is a natural person ▼ | | | |---|---| | *(Name of Stockholder\*)* [handwritten: Johan Jongasma] | | | *(Signature)* [signature] | *(Signature of joint holder, if any)* | | *(Print name if different from name of stockholder)* | *(Print name)* | | *(Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary)* | *(Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary)* | ▼ Sign below if stockholder is a trust ▼ | | | |---|---| | _______________________________ *(Name of Stockholder Trust\*)* | | | By: _______________, Trustee *(Signature of Trustee)* | By: _______________, Trustee *(Signature of Additional Trustee, if required)* | | _______________________________ *(Print name)* | _______________________________ *(Print name)* | ▼ Sign below in the appropriate box if stockholder is an entity ▼ | | | | |---|---|---| | ______________________ *(Name of Stockholder\*)* | ______________________________ *(Name of Stockholder\*)* | ______________________ *(Name of Stockholder\*)* | | By: ______________________ *(Sign here)* | By: ______________________________ Its: ______________________________ | By: ______________________ Its: ______________________ | | ______________________ *(Signer's name)* | By: ______________________ *(Sign here)* | Its: ______________________ | | ______________________ *(Signer's title)* | ______________________ *(Signer's name)* | By: (Sign here) ______________________ | | | ______________________ *(Signer's title)* | *(Signer's name)* ______________________ | | | | *(Signer's title)* ______________________ | \* You should sign in the same name as the shares are registered and execute a separate Agreement to Sell for each different form in which shares are registered --- ## Page 3 Ref page 3 **SolarWinds Corporation** **Schedule I to each of the Agreement to Sell,** **Irrevocable Power of Attorney and Custody Agreement** Name of Stockholder: *[handwritten: Johan Jongtsma]* ("Holder" or "you") *The aggregate number of shares you specify below will be the maximum number ("Maximum Number") you could sell.* --- **Co-Invest Shares.** ¹ *Please initial one of the choices below with respect to your co-invest shares. Only complete this section if you participated in the co-investment program and purchased Class A and Class B shares of the Company.* | | | | |---|---|---| | | _______________ (initial here) | **(Pro Rata Sale).** You wish to sell the same percentage of your co-invest shares as the Sponsors sell of their shares.² *Optional*: You may specify that you want to sell these shares on a first in/first out ("FIFO") or last in/last out ("LIFO") basis for tax purposes. Circle one: FIFO LIFO | | | _______________ (initial here) | **(Tax Sale).** You only wish to sell the minimum number of co-invest shares that will give you proceeds equal to 40% of the dollar amount of all accrued and unpaid dividends on the Class A Stock you hold. The shares to be sold will be shares of common stock you receive from the dividend conversion. The Company has chosen this percentage based on an estimate of the combined state and Federal tax rates applicable to an average holder who is a US taxpayer. **There is no assurance that this estimated percentage will closely match the amount of taxes you will owe upon the conversion of Class A shares, which may be higher or lower.** | --- **Employee Incentive Restricted Stock.** Please initial below and fill in a percentage amount. | | | | |---|---|---| | | *[handwritten initial: J]* _______________ (initial here) | You wish to sell up to *[handwritten: 40]*% (**specify percentage up to 40%**) of your **vested** employee incentive restricted stock. *Optional*: You may specify that you want to sell these shares on a first in/first out ("FIFO") or last in/last out ("LIFO") basis for tax purposes. Circle one: FIFO LIFO | --- ¹ Shares you will hold from the conversion of Class A shares, accrued and unpaid dividends and Class B shares purchased in the Company's co-investment program. Does not include employee incentive restricted stock. ² "Sponsors" refers collectively to Silver Lake Partners IV, LP and its affiliates and to Thoma Bravo Fund XI, LP and its affiliates. --- ## Page 4 *Ref page 4* **Note: the next page (the signature page to the Irrevocable Power of Attorney)** **must be notarized.** **Are you outside the United States?** - **Although notarization is more difficult outside the United States, the transfer agent still requires the page to be notarized. We apologize for the inconvenience.** - **The notarization can come from a notary in any country or from a notary at a US embassy or consulate.** - **The notarization does not have to be in English.** --- ## Page 5 Ref page 5 **Signature page to SolarWinds Corporation** **Irrevocable Power of Attorney** Please sign where indicated and have your signature notarized by a notary. Date: 10-2-2018 ▼ Sign below if stockholder is a natural person and have the signature notarized ▼ (Name of Stockholder*) Johan Tongisma (Signature) (Print name if different from name of stockholder) (Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary) (Signature of joint holder, if any) (Print name) (Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary) ▼ Sign below if stockholder is a trust and have the signature notarized ▼ (Name of Stockholder Trust*) By: ________________, Trustee (Signature of Trustee) (Print name) By: ________________, Trustee (Signature of Additional Trustee, if required) (Print name) ▼ Sign below in the appropriate box if stockholder is an entity and have the signature notarized ▼ (Name of Stockholder*) By: ________________ (Sign here) (Signer's name) (Signer's title) (Name of Stockholder*) By: ________________ Its: ________________ By: ________________ (Sign here) (Signer's name) (Signer's title) (Name of Stockholder*) By: ________________ Its: ________________ By: ________________ Its: ________________ By: (Sign here) ________________ (Signer's name) ________________ (Signer's title) ________________ * You should sign in the same name as the shares are registered and execute a separate Power of Attorney for each different form in which shares are registered ▼ All holders are required to have their signatures above notarized. If desired, the notarization may be on a separate page. ▼ STATE OF COUNTY OF On the 2 day of Oct, 18 before me personally came to me known and known to me to be the individual(s) described within the foregoing instrument, and she/he/they acknowledged to me that she/he/they executed the same. Notary Public My term expires: March 12, 2019 [NOTARY PUBLIC SEAL] BRANDON S. DYSARD Notary Public, State of Florida Commission# FF 209428 My comm. expires Mar. 12, 2019 --- ## Page 6 *Ref page 6* ### PAYMENT INSTRUCTIONS ~~**No cross-outs, please**~~ - The transfer agent may reject payment instructions with any words crossed out. **Name of Stockholder:** Johan Jongema The balance of funds held by the Custodian representing net proceeds received upon the sale of Shares is to be remitted in accordance with the provisions of this Custody Agreement as follows (please select only one of the two options below)!¹ **Option 1: You want a wire transfer.** Wire transfer to an account of Selling Stockholder: Bank Name: Valley National Bank Bank Address: St. Petersburg, FL **If you fill in this page by hand, please help us by writing your numbers as clearly and as large as possible, slash your zeros and bar your sevens like this:** ∅123456789 **U.S. Banks.** Give the bank's nine-digit Fedwire routing number: ∅ 2 1 2 ∅ 1 3 8 3 Note this may be different than the ABA number on your checks or that you use for ACH payments. To check that you have a valid Fedwire number, please go to www.usbanklocations.com, enter the 9-digit number in the Keyword box and press the "Enter" key. This should pull up information on your routing number. In the section entitled "Fedwire Routing," it should say "Funds Transfer Status: Eligible". If it says the routing number "doesn't process Fedwire Payments", your wire transfer will likely fail, so you should use a different number. **Non-U.S. Banks.** Bank's BIC or SWIFT Code (not IBAN number): ___ ___ ___ ___ ___ ___ ___ ___ ___ ___ For a SWIFT Code, please give all 11 digits, if possible, even if it will end in "XXX", as the transfer agent may reject 8-digit SWIFT Codes. You may give an IBAN number as your account number below, but the transfer agent will NOT process payments to an IBAN number unless you also enter a SWIFT or BIC Code above. **Account Information.** Please provide complete account information below, including the account name and account number. Name of account holder: (e.g., "Jane Doe") Johan Jongema Account or IBAN No. (please type or write clearly and as large as possible) ∅5∅∅∅72269 For Further Credit to: (give name of account holder (e.g., "John Doe")) _______________ For Further Credit to Account No. ______________________ OR **Option 2: You want a check².** (Please do NOT fill this in if you desire a wire transfer.) Send a check to: Stockholder Name: ______________________________ Stockholder Address: ______________________________ --- ¹ If both wire and check information is given, a wire will be sent. ² Proceeds paid by check are subject to possible delays due to mail time as well as processing time. --- ## Page 7 *Ref page 7* **This Page is for Individuals Only** **Statement re Marital, Civil Union or Domestic Partnership Status** Are you currently married or in a civil union or domestic partnership? ☒ Yes ☐ No Johan Jongasma Name of Selling Stockholder (please print) [Signature] (Signature of Selling Stockholder) If you **are not** married or in a civil union or domestic partnership, you may skip the rest of this page. If you **are** married or in a civil union or domestic partnership, the form below must be executed by your spouse or partner. This is required even if you do not live in a community property jurisdiction.³ **Schedule II to Custody Agreement** **Consent of Selling Stockholder's Spouse or Partner** *One copy of the consent is needed for each sole holder or joint holder.* The undersigned spouse or partner, on behalf of himself/herself, his/her heirs, legatees, successors and assigns, hereby joins in and consents to the terms of the foregoing Custody Agreement, and related Agreement to Sell, Underwriting Agreement and Irrevocable Power of Attorney and all related documents, and agrees to the sale of the Shares (as defined in the Custody Agreement), registered in the name of such undersigned's spouse or partner or in a trust of which the undersigned's spouse or partner is a trustee or otherwise registered, which such undersigned's spouse or partner (or any such trust) proposes to sell, or agrees to sell, pursuant to the Underwriting Agreement. Tatyana M. Jongasma Name of spouse or partner (please print) Dated: 10-2-2018 [Signature] (Signature of Spouse or Partner) *If one of you is travelling:* A "wet-signed" original copy of this consent is not required, so if you and your spouse are not in the same place, one can sign and pdf or fax to the other, who can in turn sign and then pdf or fax the consent to Whalen LLP. --- ³ The reason for this requirement is that the underwriters cannot undertake to investigate whether every such stockholder ever lived in a community property jurisdiction, so they require consents of all such individuals regardless of the jurisdiction in which they live. --- ## Page 8 Ref page 8 ### IRS Form W-9 or W-8 You must complete **either** a Form W-9 or a Form W-8, as appropriate. Please do not submit both a W-9 and a W-8. Instructions to these forms are included in the For Your Records document. **US Persons.** If you are a U.S. person (including a resident alien of the U.S.), please complete Form W-9. Please **print the name you use on your tax returns in line 1 of the first table,** and, if the name in which the shares are registered is different, put that name in line 2 of the first table. **Non-U.S. Persons.** If you are a non-U.S. person, please complete the appropriate Form W-8: A. Individuals - Form W-8BEN (provided in this document after the Form W-9) B. Entities – Form W-8BEN-E (available at www.irs.gov) Do not use Form W-8BEN or Form W-8BEN-E if: - You are acting as a foreign intermediary (that is, acting not for your own account, but for the account of others as an agent, nominee, or custodian). Instead, provide Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting. - You are a disregarded entity with a single owner that is a U.S. person. Instead, the owner should provide Form W-9. If the disregarded entity is a hybrid entity claiming treaty benefits, the entity should complete Form W-8BEN-E even if the single owner of such entity is a U.S. person that must also provide a Form W-9. See the instructions to Form W-8BEN-E for information on hybrid entities claiming treaty benefits. - You are receiving income that is effectively connected with the conduct of a trade or business in the United States, unless it is allocable to you through a partnership. Instead, provide Form W-8ECI, Certificate of Foreign Person's Claim That Income Is Effectively Connected with the Conduct of a Trade or Business in the United States. Please contact your tax advisor to determine the appropriate Form W-8 you should complete. Note: If you provide a W-8, and your documentation indicates an address in the U.S. or payment to a bank in the U.S., the transfer agent will likely ask you for additional information to ensure that it complies with applicable regulations. --- ## Page 9 # W-9 Form Transcription **Ref page 9** **W-9** Form (Rev. November 2017) Department of the Treasury Internal Revenue Service ## Request for Taxpayer Identification Number and Certification ▶ Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. --- **1** Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Johan Jongsma **2** Business name/disregarded entity name, if different from above **3** Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only **one** of the following seven boxes. - [X] Individual/sole proprietor or single-member LLC - [ ] C Corporation - [ ] S Corporation - [ ] Partnership - [ ] Trust/estate - [ ] Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶ **Note:** Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is **not** disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. - [ ] Other (see instructions) ▶ **4** Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) ___________ Exemption from FATCA reporting code (if any) ___________ *(Applies to accounts maintained outside the U.S.)* **5** Address (number, street, and apt. or suite no.) See instructions. 851 Brightwaters Blvd NE **6** City, state, and ZIP code St. Petersburg, FL 33704 **7** List account number(s) here (optional) Requester's name and address (optional) --- ## Part I — Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see *How to get a TIN*, later. **Note:** If the account is in more than one name, see the instructions for line 1. Also see *What Name and Number To Give the Requester* for guidelines on whose number to enter. **Social security number** | 5 | 0 | 0 | - | 8 | 1 | - | 4 | 5 | 6 | 8 | |---|---|---|---|---|---|---|---|---|---|---| or **Employer identification number** | | | | - | | | | | | | | |---|---|---|---|---|---|---|---|---|---|---| --- ## Part II — Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. **Certification instructions.** You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. **Sign Here** — Signature of U.S. person ▶ [signature] Date ▶ 10-2-2018 --- ## General Instructions Section references are to the Internal Revenue Code unless otherwise noted. **Future developments.** For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. ## Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. - Form 1099-INT (interest earned or paid) - Form 1099-DIV (dividends, including those from stocks or mutual funds) - Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) - Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) - Form 1099-S (proceeds from real estate transactions) - Form 1099-K (merchant card and third party network transactions) - Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) - Form 1099-C (canceled debt) - Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. *If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.* --- Cat. No. 10231X — Form W-9 (Rev. 11-2017) *Side text: See Specific Instructions on page 3. Print or type.* --- ## Page 10 Ref page 10 ### **Please Stop and Recheck!** We see more errors on the Form W-9 than any other document in this package. Please look at the Form W-9 you just filled out: 1. Did you check a box in Section 3? Yes ☑ 2. Did you fill in either (not both) your social security number or EIN in Part 1? Yes ☑ 3. Did you enter your address on lines 5 & 6? Yes ☑ 4. Did you sign the Form W-9? Yes ☑ 5. Did you date it? Yes ☑ ### **Thank you!** --- ## Page 11 Ref page 11 Form **W-8BEN** (Rev. July 2017) Department of the Treasury Internal Revenue Service ### Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) ▶ For use by individuals. Entities must use Form W-8BEN-E. ▶ Go to www.irs.gov/FormW8BEN for instructions and the latest information. ▶ Give this form to the withholding agent or payer. Do not send to the IRS. OMB No. 1545-1621 **Do NOT use this form if:** — Instead, use Form: - You are NOT an individual — W-8BEN-E - You are a U.S. citizen or other U.S. person, including a resident alien individual — W-9 - You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S. (other than personal services) — W-8ECI - You are a beneficial owner who is receiving compensation for personal services performed in the United States — 8233 or W-4 - You are a person acting as an intermediary — W-8IMY **Note:** If you are resident in a FATCA partner jurisdiction (i.e., a Model 1 IGA jurisdiction with reciprocity), certain tax account information may be provided to your jurisdiction of residence. ### Part I — Identification of Beneficial Owner (see instructions) | 1 | Name of individual who is the beneficial owner | 2 | Country of citizenship | |---|---|---|---| | 3 | Permanent residence address (street, apt. or suite no., or rural route). **Do not use a P.O. box or in-care-of address.** | |---|---| | City or town, state or province. Include postal code where appropriate. | Country | |---|---| | 4 | Mailing address (if different from above) | |---|---| | City or town, state or province. Include postal code where appropriate. | Country | |---|---| | 5 | U.S. taxpayer identification number (SSN or ITIN), if required (see instructions) | 6 | Foreign tax identifying number (see instructions) | |---|---|---|---| | 7 | Reference number(s) (see instructions) | 8 | Date of birth (MM-DD-YYYY) (see instructions) | |---|---|---|---| ### Part II — Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions) | 9 | I certify that the beneficial owner is a resident of ________________ within the meaning of the income tax treaty between the United States and that country. | |---|---| | 10 | **Special rates and conditions** (if applicable—see instructions): The beneficial owner is claiming the provisions of Article and paragraph ________________ of the treaty identified on line 9 above to claim a ____% rate of withholding on (specify type of income): ________________. | |---|---| Explain the additional conditions in the Article and paragraph the beneficial owner meets to be eligible for the rate of withholding: ________________ ### Part III — Certification Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: - I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income to which this form relates or am using this form to document myself for chapter 4 purposes, - The person named on line 1 of this form is not a U.S. person, - The income to which this form relates is: - (a) not effectively connected with the conduct of a trade or business in the United States, - (b) effectively connected but is not subject to tax under an applicable income tax treaty, or - (c) the partner's share of a partnership's effectively connected income, - The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between the United States and that country, and - For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. **I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect.** **Sign Here** ▶ | Signature of beneficial owner (or individual authorized to sign for beneficial owner) | Date (MM-DD-YYYY) | |---|---| | Print name of signer | Capacity in which acting (if form is not signed by beneficial owner) | |---|---| For Paperwork Reduction Act Notice, see separate instructions. — Cat. No. 25047Z — Form **W-8BEN** (Rev. 7-2017) --- ## Page 12 *Ref page 12* **Signature page to SolarWinds Corporation** **Lock-Up Agreement** Date: *10-2-2018* ▼ Sign below if stockholder is a natural person ▼ *(Name of Stockholder\*)* *(Signature)* *(Print name if different from name of stockholder)* *(Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary)* *(Signature of joint holder, if any)* *(Print name)* *(Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary)* ▼ Sign below if stockholder is a trust ▼ *(Name of Stockholder Trust\*)* By: ________________, Trustee *(Signature of Trustee)* *(Print name)* By: ________________, Trustee *(Signature of Additional Trustee, if required)* *(Print name)* ▼ Sign below in the appropriate box if stockholder is an entity ▼ *(Name of Stockholder\*)* By: ________________ (Sign here) ____________ (Signer's name) ____________ (Signer's title) *(Name of Stockholder\*)* By: ________________ Its: ________________ By: ________________ (Sign here) ____________ (Signer's name) ____________ (Signer's title) *(Name of Stockholder\*)* By: ________________ Its: ________________ By: ________________ Its: ________________ By: (Sign here) ________________ (Signer's name) ________________ (Signer's title) ________________ \* You should sign in the same name as the shares are registered and execute a separate Lock-Up Agreement for each different form in which shares are registered --- ## Page 13 *Ref page 13* FINRA QUESTIONNAIRE FOR DIRECTORS, OFFICERS, 5% SECURITY HOLDERS, SELLING SECURITY HOLDERS AND PERSONS WHO HAVE RECENTLY ACQUIRED EQUITY SECURITIES OF THE COMPANY *Instructions* This questionnaire is being furnished to all directors, officers, 5% or greater holders of any class of securities of SolarWinds Corporation (the "**Company**"). Selling Security Holders and any beneficial owner of the Company's unregistered equity securities that were acquired during the 180-day period immediately preceding the filing of the registration statement (the "**Registration Statement**") relating to the public offering, except for beneficial owners of securities acquired through any stock bonus, pension, or profit-sharing plan that qualifies under Section 401 of the Internal Revenue Code. This questionnaire relates to certain information that may be furnished to the Financial Industry Regulatory Authority ("**FINRA**") in connection with the proposed underwritten public offering of the Company's common stock and disclosed in the Registration Statement. Please respond to each of the questions below. Unless stated otherwise, answers should be given as of the date you complete this questionnaire. If there is any response or underlying factual matter about which you are uncertain, please state the matter fully and include any additional explanation so that the reviewer will have maximum access to and understanding of all required information. Please see attached "**Definitions of Terms Used**." Defined terms are identified in the questionnaire by parenthetical references to the appropriate numbered definition in the attachment. A. Indicate below whether or not you have any information pertaining to any arrangement entered into since December 8, 2017, providing for the receipt of any item of value and/or transfer of any warrants, options or other securities from the "**issuer**"(1) to any "**underwriter and related person**"(2), except for information regarding nonconvertible or non-exchangeable debt securities acquired or "**derivative instruments**"(3) entered into for a "**fair price**"(4) in the ordinary course of business in a transaction "**unrelated to the public offering**"(5). - I know of no such information - I know of such information If you know of such information, please describe below. Description: B. State below whether you or anyone in your "**immediate family**"(10) is a "**member**"(6) of FINRA, a "**person associated with a member**"(7), a direct or indirect "**affiliate**"(8) of a "**member**"(6) or an "**underwriter and related person**"(2) with respect to the proposed offering. If you are a general partnership, a "**No**" reply shall be assumed to confirm that no relationship exists for you as well as each of your general partners. If you are a limited partnership, a "**No**" reply shall be assumed to confirm that no relationship exists for you as well as each of your general and limited partners. Yes / No If yes, identify the FINRA member and describe the relationship with the FINRA member, including in the case of a general or limited partner, the identity of the partner. Description: N/A If your answer to question B. is "**No**", you need not respond to C. below. C. If your answer to question B. is "**Yes**" and you "**beneficially own**"(9) any equity or debt securities or "**derivative instruments**"(3) of the Company, please provide the following information with respect to all such securities. | Title of Security | Amount of Security Owned | Price or Other Consideration Paid for Security | Date of Acquisition of Security | |---|---|---|---| | | N/A | | | | | | | | | | | | | *#90829114v3* --- ## Page 14 Ref page 14 # CONCLUDING STATEMENT I understand that this information may be forwarded to FINRA and may be used in connection with the Registration Statement to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to a proposed public offering of securities by the Company. I will promptly notify you of any changes in such information which may occur subsequent hereto and prior to the effective date of the Registration Statement. I understand and agree that this questionnaire, as completed by me, and my further communications regarding the matters contemplated herein, will be relied upon by the Company, the representatives of the underwriters and their respective counsel in connection with obtaining clearance for the offering from FINRA. I understand that material misstatements or the omission of material facts in the Registration Statement may give rise to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing such document. I will notify you and the Company of any such misstatement of a material fact in the Registration Statement or any amendment thereto related to the information contained in this questionnaire, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment thereto has been provided to me. I confirm that the foregoing statements are correct, to the best of my knowledge and belief. **▼ Sign below if stockholder is a natural person ▼** Johan Jongma (Name of Stockholder) [Signature] (Signature) _______________________________ (Signature of joint holder, if any) (Print name if different from name of stockholder) (Print name) (Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary) (Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary) **▼ Sign below if stockholder is a trust ▼** (Name of Stockholder Trust*) By: _______________________________, Trustee By: _______________________________, Trustee (Signature of Trustee) (Signature of Additional Trustee, if required) (Print name) (Print name) **▼ Sign below in the appropriate box if stockholder is an entity▼** (Name of Stockholder*) (Name of Stockholder*) (Name of Stockholder*) By: _______________________________ By: _______________________________ By: _______________________________ (Sign here) Its: _______________________________ Its: _______________________________ _______________________________ By: _______________________________ (Signer's name) (Sign here) Its: _______________________________ By: (Sign here) _______________________________ _______________________________ (Signer's name) _______________________________ (Signer's title) (Signer's name) _______________________________ (Signer's title) _______________________________ \* You should sign in the same name as the shares are registered and execute a separate Agreement to Sell for each different form in which shares are registered 2 #90829114v3 --- ## Page 15 *Ref page* 15 **Definitions of Terms Used** 1. The term "**issuer**" includes, with respect to a proposed offering, the issuer of the securities offered to the public, any selling security holders offering securities to the public, any affiliate of the issuer or selling security holder, and the officers or general partners, directors, employees and security holders thereof. *FINRA Rule 5110(a)(1)*. 2. The term "**underwriter and related person**" consists of underwriter's counsel, financial consultants and advisors, finders, any participating member and any other persons related to a participating member. *FINRA Rule 5110(a)(6)*. 3. A "**derivative instrument**" is any "eligible OTC derivative instrument" as defined in Securities Exchange Act Rule 3b-13(a)(1), (2) and (3). *FINRA Rule 5110(a)(8)*. 4. A derivative instrument or non-convertible or non-exchangeable debt security has been acquired or entered into at a "**fair price**" for purposes of subparagraphs (b)(6)(A)(iv), (c)(3)(B)(vi) and (vii) and (e)(5) of Rule 5110 if the underwriters and related persons have priced the debt security or derivative instrument in good faith; on an arm's length, commercially reasonable basis; and in accordance with pricing methods and models and procedures used in the ordinary course of their business for pricing similar transactions. A derivative instrument or other security received for acting as a private placement agent for the issuer, for providing or arranging a loan, credit facility, merger, acquisition or any other service, including underwriting services, is not included within this "fair price" definition. *FINRA Rule 5110(a)(9)*. 5. There is no definition of what constitutes a transaction "**unrelated to the public offering**." However, Notice to Members 04-13 (February 2004) states that generally, transactions negotiated by a member's investment banking department are not unrelated to the public offering. 6. "**Member**" means any broker or dealer admitted to membership in FINRA. *Article I, paragraph (ee) of FINRA By-laws*. 7. FINRA defines a "**person associated with a member**" as (1) a natural person who is registered or has applied for registration under the Rules of FINRA; (2) a sole proprietor, partner, officer, director or branch manager of member, or natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by such member, whether or not any such person is registered or exempt from registration with FINRA under its By-Laws or Rules. *Article I, paragraph (rr) of FINRA By-laws*. 8. "**Affiliate**" is defined to mean any entity that controls, is controlled by or is under common control with a member. "**Control**" means (i) beneficial ownership of 10 percent or more of the outstanding common equity of an entity, including any right to receive such securities within 60 days of the member's participation in the public offering; (ii) the right to 10 percent or more of the distributable profits or losses of an entity that is a partnership, including any right to receive an interest in such distributable profits or losses within 60 days of the member's participation in the public offering; (iii) beneficial ownership of 10 percent or more of the outstanding subordinated debt of an entity, including any right to receive such subordinated debt within 60 days of the member's participation in the public offering; (iv) beneficial ownership of 10 percent or more of the outstanding preferred equity of an entity, including any right to receive such preferred equity within 60 days of the member's participation in the public offering; or (v) the power to direct or cause the direction of the management or policies of an entity. "**Common control**" means the same natural person or entity controls two or more entities. *FINRA Rule 5121(f)(1) and 5121(f)(6)*. 9. You "**beneficially own**" a security if you directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest in the security. You have a pecuniary interest in a security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such security. You may have an indirect pecuniary interest in a security and should include such security in your ownership disclosure if (a) such security is held by a member of your immediate family sharing the same household or (b) you have an interest in a trust holding such security. If you are a general partner or a general or limited partnership holding a security you should include your proportionate interest in such security in your ownership disclosure. 10. The "**immediate family**" of a person includes his or her parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, and children of an employee or associated person of a member, except any person other than the spouse and children who does not live in the same household as, have a business relationship with, provide material support to, or receive material support from, the employee or associated person of a member. In addition, the immediate family includes any other person who either lives in the same household as, provides material support to, or receives material support from, an employee or associated person of a member. *FINRA Rule 5110(a)(13)*. 3 #90829114v3 --- ## Page 16 *Ref page 16* **SolarWinds Corporation Selling Holder Questionnaire** Please answer each question. We will interpret any unanswered question as your response being "none" or "not applicable." Capitalized terms not defined below are defined in Appendix A. The undersigned holder ("you" or the "Holder") hereby provides the following information to SolarWinds Corporation (the "Company") in connection with your proposed sale of shares ("Shares") in the proposed offering (the "Offering"). You represent and warrant that such information is accurate and complete after reasonable inquiry and will continue to be accurate and complete at such time, if any, that the Registration Statement is declared effective by the SEC and the date the Offering closes. You agree to promptly notify the Company prior to such date of effectiveness or closing if any such information ceases to be accurate and complete. Your signature at the end of this questionnaire will constitute your: - consent to being named in the Registration Statement (including any related prospectus) for the Offering or any amendments thereto ("SEC Filings") and to the Company's use of the information in any of its SEC Filings; - acknowledgment that a Material misstatement or the omission of a Material fact in any SEC Filing may give rise to civil and criminal liabilities to the Company, each Officer and Director of the Company signing such SEC Filing and other Persons associated with the SEC Filing; - agreement to notify the Company of any Material misstatements or omissions of a Material fact in an SEC Filing, or any amendment thereto, as soon as practicable after a copy of such SEC Filing or any such amendment has become publicly available on the SEC's website at www.sec.gov; and - confirmation that all persons named in the questionnaire have agreed to have their names used in the selling stockholder table and related footnotes thereto in the SEC Filings. 1. Basic Information. Legal name of Holder (for example, enter "James Thomas Smith" even if stock is in the name "Jim Smith"): *[handwritten: Johan Jongema]* Telephone number to call you if we have questions: *[handwritten: 0727 225 2475]* Did you or any affiliated person acquire any Company stock from any other stockholder within the last six months? *(ignore acquisitions of stock from the Company)* | Yes (No) Is your sale of the Shares restricted by any contract, pledge, loan agreement, escrow, proxy, stockholder agreement, preemptive right, "tag-along" or co-sale right, right of first refusal, or other similar agreement, instrument or right to which you or any of your property or assets are bound (or which would result in a lien, encumbrance or charge upon, or otherwise affect, the sale of the Shares)? | Yes (No) Is there any unresolved dispute regarding the Holder's ownership of the Shares? | Yes (No) Is Holder the subject of a bankruptcy or insolvency proceeding, receivership, liquidation, reorganization, or other judicial proceeding? If you answer "no", and afterwards such a proceeding is initiated, you must inform us immediately. | Yes (No) 2. Stock Ownership (i) The Company already knows about the shares owned in your name. If there are other shares held in street name or in the name of another person (for example, a trust or LLC) that you have the power to vote or sell or otherwise Beneficially Own, please list them here: | Class of Security | Number of Shares | If Held in the Name of Another Person, Name of the Other Person Who Owns Such Shares | |---|---|---| | *[handwritten: NA]* | | | (ii) The Company already knows about any stock options or warrants owned in your name. If you have the right to acquire Company stock from another stockholder pursuant to an option, warrant or otherwise, please list them here: | Class of Security | Number of Shares | Record Holder of such Shares | |---|---|---| | *[handwritten: NA]* | | | *Please respond to each question (use "N/A" if not applicable) and return all pages 1 through the signature page.* — 1 --- ## Page 17 Ref page 17 3. Agreements re Stock Do you have an arrangement or agreement with another person to act together to acquire, hold, vote or dispose of securities of the Company? Yes No If yes, please describe: ___________________________________________ 4. Transactions with the Company (Do not describe compensation for service as an employee or director here) (a) Has Holder had an interest (direct or indirect) in any transaction (or series of transactions) with the Company or any subsidiary involving over $120,000¹ since January 1, 2015 or that is currently planned? Yes No (b) If yes, please describe. The description should include the amount involved in such transaction and the nature and amount of the interest in such transaction of Holder or the other persons or entities listed above. NA _____________________________________________________________ Examples of the types of transactions that should be disclosed include: - purchases or sales of goods or services from or to the Company or any of its subsidiaries; - purchases or sales of assets from or to the Company or any of its subsidiaries; and - provision of professional services (such as legal or investment banking) to the Company or any of its subsidiaries 5. Legal Opinion All selling stockholders in the Offering will be required to provide a New York law legal opinion to the underwriters with respect to the sale of stock. The Company has arranged for the law firm of Whalen LLP to provide this opinion. (If you are located outside the United States, the underwriters may require a legal opinion from the country of your domicile in addition to the New York law opinion.) The Company will pay the legal fees and expenses of Whalen LLP incurred in representing the selling stockholders for such purpose. However, you are not required to use Whalen LLP. If you would prefer to hire your own law firm at your own expense to provide the New York law legal opinion, please check this box. If you do want Whalen LLP to provide the opinion on Holder's behalf, do not check the box above. 6. Broker-Dealer Status; Relationship with Underwriters (a) Is Holder a broker-dealer or an Affiliate of a broker-dealer registered under the Exchange Act? Yes No If YES, please answer the remaining questions in this section 5(a). (i) Did Holder receive the shares being offered as compensation for investment or acquire them as transaction-based compensation for investment banking or similar services? Yes No N/A (ii) If Holder plans to make a market in the securities being offered, please indicate whether you plan to use the prospectus as a market-making prospectus. Yes No N/A _________________________________ ¹ Including all periodic payments in the case of a lease or other agreement providing for periodic payments. **Please respond to each question (use "N/A" if not applicable) and return all pages 1 through the signature page. 2** --- ## Page 18 Ref page 18 (iii) If the securities being offered were purchased by Holder other than in the ordinary course of business, please describe the circumstances: _______________________________ N/A (iv) If at the time of its purchase of the securities being offered, Holder had any agreements or understandings, directly or indirectly, with any person to distribute the securities being offered, please describe such agreements or understandings: _______________________________ N/A (v) If Holder is an Affiliate of a registered broker-dealer, please describe the affiliation: _______________________________ N/A (b) Is Holder an Affiliate or Associate of an Underwriter or Related Person? Yes (No) If Holder is a general partnership, a "No" reply shall be assumed to confirm that no relationship exists for Holder as well as for each of Holder's general partners. If Holder is a limited partnership, a "No" reply shall be assumed to confirm that no relationship exists for Holder as well as for each of Holder's general and limited partners. *Note that the Company will be required to identify any registered broker-dealer as an underwriter in the prospectus. If Holder is an affiliate of a broker-dealer and did not purchase the securities being offered in the ordinary course of business or at the time of the purchase had any agreements or understandings, directly or indirectly, to distribute the securities, the Company must identify Holder as an underwriter in the prospectus.* 7. Legal Proceedings Adverse to the Company In any pending legal proceeding, is Holder or any of its Associates a party adverse to the Company or any of its subsidiaries, or does Holder or any Associate have an interest in any proceeding adverse to the Company or any of its subsidiaries? Yes (No) If yes, please describe such legal proceeding and the nature and amount of such interest: N/A Please respond to each question (use "N/A" if not applicable) and return all pages 1 through the signature page. 3 --- ## Page 19 *Ref* page 19 **Questions for Holders Who are People (as opposed to Trusts, Corporations or other Entities)** If Holder is an individual, give the Holder's date of birth — 3-25-1965 Holder's country of citizenship — The Netherlands Holder's country of residence — USA Holder's occupation — VP Product Strategy Are Holder's options or stock subject to a divorce-related marital settlement agreement, dissolution agreement, constructive trust, court order or similar obligation? — Yes ☐ No ☒ (**please don't skip this** - answer "no" if you have never been married) Did Holder have a position or any material relationship with the Company or its subsidiaries, predecessors or affiliates during the past three years? — Yes ☒ No ☐ If yes, please specify position (director, officer, employee, etc.) and describe the relationship, if applicable. — employee **Questions for Trusts, Corporations and Other Entities** If Holder is a trust or an entity: Type of entity (trust, LLC, LP, corporation, etc.): ___________ State or country of formation: ___________ Did Holder or its officers, directors, employees, principal equity holders (5% or more) or affiliates or any person (entity or natural person) who has control over the Holder have a position or any material relationship with the Company or its subsidiaries, predecessors or affiliates during the past three years? — Yes ☐ No ☐ If yes, please specify position (director, officer, employee, etc.) and describe the relationship, if applicable. 8. Voting and Dispositive Power. This information is required by the SEC and must be completed. Please give the names of the people that have the power, either alone or together with other people or entities, to vote the Shares or to sell or otherwise dispose of the Shares. If your entity is controlled by another entity, you must continue to provide information "up the chain" until you provide the names of people who have the power to vote the Shares. Examples: - •Holder is a corporation and its board of directors has the power to vote and dispose of the Shares. The names of the board members should be listed. - •Holder is a trust and its trustees have the power to vote and dispose of the Shares. The names of all the trustees that are people (as opposed to entities) should be listed. If any trustee is an entity, the people at that trustee entity that have the power to cause the trustee entity to exercise its powers as trustee should be listed. - •Holder is a limited partnership. Its general partner is a limited liability company managed by a group of managers that are people. These managers have the shared power to determine whether the limited partnership votes or disposes of the shares. All the managers should be listed. | Names of people (humans, not entities) who can vote or dispose of the Shares, either alone or with others | Position (example: trustee or President) | If the decision maker gets her/his power from a position with another entity, give the name of that entity here and its relationship with Holder (example: John is an officer of the Southern Trust Company, trustee of Smith Charitable Trust) | |---|---|---| | | | | | | | | | | | | | | | | | | | | Holder has reviewed the answers given to the above questions and affirms that the same are true, complete and accurate in every respect to the best of Holder's knowledge and consents to the disclosure of the information contained herein in its answers to the above questions and the inclusion of such information in the Registration Statement, any amendments thereto and the related prospectus. Holder understands that the Company, the underwriters and their respective counsel and Whalen LLP will rely on the information provided in this questionnaire **lease respond to each question (use "N/A" if not applicable) and return all pages 1 through the signature page.** 4 --- ## Page 20 *Ref page 20* and in any further communications regarding the matters addressed in this questionnaire that Holder may have with them in connection with the preparation or amendment of the Registration Statement and the related prospectus. **Holder agrees to notify the Company immediately of any changes in the information contained herein that Holder becomes aware of prior to the consummation of the Offering.** Dated: 10-2-2018 ▼ Sign below if stockholder is a natural person ▼ | | | |---|---| | Johan Joogens *(Name of Stockholder*)* [signature] *(Signature of sole holder or first joint holder)* *(Print name if different from name of Stockholder)* | *(Signature of second joint holder, if any)* *(Print name)* | | *(Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary)* | *(Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary)* | ▼ Sign below if stockholder is a trust ▼ | | | |---|---| | *(Name of Stockholder Trust**)* By: ______________________, Trustee *(Signature of Trustee)* *(Print name)* | By: ______________________, Trustee *(Signature of Additional Trustee, if required)* *(Print name)* | ▼ Sign below in the appropriate box if stockholder is an entity ▼ | | | | |---|---|---| | *(Name of Stockholder**)* By: ______________________ *(Sign here)* *(Signer's name)* *(Signer's title)* | *(Name of Stockholder**)* By: ______________________ Its: ______________________ By: ______________________ *(Sign here)* *(Signer's name)* *(Signer's title)* | *(Name of Stockholder**)* By: ______________________ Its: ______________________ By: ______________________ Its: ______________________ By: (Sign here) ______________________ *(Signer's name)* ______________________ *(Signer's title)* ______________________ | \* You should sign in the same name (exactly) as the shares are registered (signature page to Questionnaire) **lease respond to each question (use "N/A" if not applicable) and return all pages 1 through the signature page.** 5 --- ## Page 21 *Ref page* 21 APPENDIX A DEFINITION OF CERTAIN TERMS The terms below used in this questionnaire have the following meanings: **Affiliate:** An "affiliate" of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. **Associate:** An "associate" is (i) a corporation or organization of which Holder is an officer or partner or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (ii) a trust or other estate in which Holder has a substantial beneficial interest or Holder serves as trustee or in a similar capacity, or (iii) Holder's spouse and any relative (or any relative of Holder's spouse) who either (A) has the same home as Holder or (B) is a member of the board of directors or officer of the Company. **Beneficially Owned:** A "Beneficial Owner" of a security includes any Person who has any interest in the securities in question which entitles the Person to any of the rights or benefits of ownership, even though the Person is not the holder or owner of record. Interests held in an estate, trust or partnership, or by a nominee, may be examples of beneficial ownership. If Holder has any contract, understanding, relationship, agreement or other arrangement with any other Person with respect to securities, pursuant to which Holder obtains benefits substantially equivalent to the ownership of securities, Holder should consider such securities as "beneficially owned" by Holder. For purposes of this questionnaire, Holder will be regarded as having benefits substantially equivalent to ownership of securities if: (a) directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise Holder has or shares (i) voting power, which includes the power to vote or to direct the voting of the security; or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, the security; or (b) Holder has the right to acquire beneficial ownership of the security, including, but not limited to, any right to acquire (i) through the exercise of any option, warrant or right; (ii) through the conversion of a security; (iii) pursuant to a power to revoke a trust, discretionary account or similar arrangement; or (iv) pursuant to the automatic termination of a trust, discretionary account or similar arrangement. Holder also is deemed to be the beneficial owner of a security if Holder, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting Holder of beneficial ownership as part of a plan or scheme to evade the reporting requirements of Section 13(d) or 13(g) of the Exchange Act. If Holder has any reason to believe that any interest Holder has in securities, however remote, might be described as beneficial ownership, please describe such interest. The SEC has taken the view, with which some courts have agreed, that a person may be regarded as the beneficial owner of securities held in the name of the person's spouse, minor children or other relatives of the person or the person's spouse who share the person's home, if such relationship results in such person obtaining benefits substantially equivalent to ownership of such securities. **Control:** The term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise. **Director:** The term "Director" means any director of a corporation, or any Person who performs similar functions with respect to any organization, whether incorporated or unincorporated. **Exchange Act:** The Securities Exchange Act of 1934, as amended. **Material:** The term "Material," when used to qualify a requirement for the furnishing of information as to any subject, unless otherwise indicated, limits the information required to those matters as to which there is a substantial likelihood that a reasonable investor would attach importance in determining whether to purchase or sell the Company's securities. **Officer:** The term "Officer" means a president, vice president, secretary, treasurer or principal financial officer, controller or principal accounting officer, and any person routinely performing corresponding functions with respect to any organization, whether incorporated or unincorporated. **Person:** The term "Person" means a natural person, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, or a government or political subdivision, agency, or instrumentality thereof. **Underwriter or Related Person:** The term "Underwriter or Related Person" includes the underwriters of the Offering, their counsel, financial consultants and advisors, finders, any member of FINRA that is participating in the Offering, and any other persons related to any such participating FINRA member. *Please respond to each question (use "N/A" if not applicable) **and return all pages 1 through the signature page.** 6 --- ## Page 22 **Signature page to Whalen LLP Engagement Letter** — *Ref page 24* Please review the engagement letter (full text in the *For Your Records* pdf document) before signing, including the representations (set forth in Exhibit A to the letter) you are making to support the Whalen LLP legal opinion to be given on your behalf. Date: 10-2-2018 ### ▼ Sign below if stockholder is a natural person ▼ | Left column | Right column | |---|---| | (Name of Stockholder*) | | | (Signature) | (Signature of joint holder, if any) | | (Print name if different from name of stockholder) | (Print name) | | (Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary) | (Print name and title of any custodian, attorney-in-fact or other person signing for the holder as agent or fiduciary) | *(Handwritten: Name of Stockholder: "John Zangome" [signature])* ### ▼ Sign below if stockholder is a trust ▼ | Left column | Right column | |---|---| | (Name of Stockholder Trust*) | | | By: ______________, Trustee | By: ______________, Trustee | | (Signature of Trustee) | (Signature of Additional Trustee, if required) | | (Print name) | (Print name) | ### ▼ Sign below in the appropriate box if stockholder is an entity ▼ | Box 1 | Box 2 | Box 3 | |---|---|---| | (Name of Stockholder*) | (Name of Stockholder*) | (Name of Stockholder*) | | By: ______________ (Sign here) | By: ______________ Its: ______________ | By: ______________ Its: ______________ | | (Signer's name) | By: ______________ (Sign here) | By: (Sign here) ______________ | | (Signer's title) | (Signer's name) | (Signer's name) | | | (Signer's title) | (Signer's title) | \* You should sign in the same name as the shares are registered and execute a separate Engagement Letter for each different form in which shares are registered Note that Whalen LLP's legal representation is limited to (i) those actions it deems necessary in connection with the opinion and to (ii) commenting on the provisions of the Underwriting Agreement relating to selling stockholders. You are advised to consult your own legal, financial and tax advisors with respect to your participation in the offering. A non-exclusive list of areas in which your advisors may assist you in this regard include the tax consequences of your participation (including the taxation of gains with respect to stock sold that was obtained through the exercise of stock options), your rights under any registration, investor rights or stockholders agreement, including rights to be allocated the number of shares to be included in the offering, your obligations under the underwriting agreement and any lock-up agreement, the negotiation of the power of attorney, custody agreement and other offering documents, the exercise of any options or warrants, the conversion of any preferred stock, your reporting obligations, if any, under Sections 13 and 16 of the Exchange Act, including, without limitation, any required large trader registration on Form 13H, your ability to utilize Rule 144 under the Securities Act of 1933, the short-swing profits rules under the Exchange Act, the market manipulation rules of Regulation M under the Exchange Act, the rules and regulations applicable to broker-dealers, if Holder is or is associated or affiliated with a broker-dealer, and your potential liability, if any, as an underwriter or "deemed" underwriter or as an officer, director or control person of the Company. Note that Holders that are broker-dealers or affiliates of broker dealers and certain other Holders may be identified in the registration statement as being deemed to be underwriters; if so, such Holders are advised to consult with their own legal counsel as to the obligations and potential liability relating to being deemed to be an underwriter with respect to the offering. *Whalen LLP only provides legal services. You may not rely on Whalen LLP for, and it is not providing, investment, accounting, stock option, employee benefit or technical advice nor is it making your investment decisions. Whalen LLP will not advise you as whether to sell stock in this transaction.* --- ## Page 23 ### Bovenaanzicht (pagina 13–14) 13 GELDIG VOOR ALLE LANDEN Valid for all countries / Valable pour tous les pays 14 OPMERKINGEN VAN BEVOEGDE INSTANTIES Page reserved for the authorities responsible for issuing the passport / Page réservé aux autorités compétentes pour délivrer le passeport Dit paspoort is afgegeven ter vervanging van paspoort nummer/This passport has been issued to replace passport number/Le présent passeport remplace le passeport antérieur no. NN6C4CKD3 (Rechter zijstrook, machinaal gelezen code: BU3DRJ1L12NL...) ### Onderaanzicht (identiteitspagina) PASPOORT PASSPORT PASSEPORT KONINKRIJK DER NEDERLANDEN KINGDOM OF THE NETHERLANDS ROYAUME DES PAYS-BAS **Type / Type / Type:** 3. nationaliteit/nationality/nationalité — P **Code / Code / Code:** NLD Nederlandse **Documentnummer / document no. / no. du document:** BU3DRJ1L1 **3. naam/sumame/nom:** Jongsma **4. voornamen/given names/prénoms:** Johan **5. geboortedatum/date of birth/date de naissance:** 25 MAA/MAR 1965 **6. geboorteplaats/place of birth/lieu de naissance:** Noordoostpolder **7. geslacht/sex/sexe:** M/M **8. geldig van af geldig tot/date of issue / date of expiry / date de délivrance:** 19 JUL/JUL 2016 **11 lengte /height/taille:** 1,88 m **12 geldig tot/date of expiry/date d'expiration:** 19 JUL/JUL 2026 **10 handtekening/signature:** (handtekening) Burg. van Haarlemmermeer 1965 ### Machine readable zone (MRZ) P

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