Common use of Annexes and Exhibits Clause in Contracts

Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT This MSD PARTNERS STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of Section 4.4, Xxxxxxx X. Dell (“MD”) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):

Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT ANNEX C – FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This MSD PARTNERS MD STOCKHOLDERS AGREEMENT is made as of [●]December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of Section 4.4, Xxxxxxx X. Dell (“MD”3.2(a) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):

Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT ANNEX C – FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This MSD PARTNERS SLP STOCKHOLDERS AGREEMENT is made as of [●]December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.23.2(a), solely for the purposes of Section 2.2, Section 4.4, and Section 5.4, Xxxxxxx X. Dell (“MD”) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):

Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT ANNEX C – FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This MSD PARTNERS MD STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of Section 4.4, Xxxxxxx X. Dell (“MD”3.2(a) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):

Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT ANNEX C – FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This MSD PARTNERS SLP STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.23.2(a), solely for the purposes of Section 2.2, Section 4.4, and Section 5.4, Xxxxxxx X. Dell (“MD”) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):

Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT ANNEX C – FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This MSD PARTNERS SECOND AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of Section 4.4, Xxxxxxx X. Dell (“MD”) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”3.2(a), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):

Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT This MSD PARTNERS STOCKHOLDERS AGREEMENT is made as of [●]December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of Section 4.4, Xxxxxxx X. Dell (“MD”) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):

Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT ANNEX C – FORM OF DIRECTOR INDEMNIFICATION AGREEMENT EXHIBIT A – ANNUAL OPERATING PLAN LINE ITEMS This MSD PARTNERS AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT is made as of [●]September 7, 20182016, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Universal Acquisition Co., a Delaware corporation and direct wholly-owned subsidiary of Dell (“Merger Sub”), which, pursuant to an Agreement and Plan of Merger dated as of October 12, 2015 (as further amended, restated, supplemented or modified from time to time, the “Merger Agreement”) by and among the Company, Merger Sub, Dell and XXX Xxxxxxxxxxx, a Massachusetts corporation (together with its successors and assigns, “EMC”), Merger Sub will be merged with and into EMC (the “Merger”), with EMC surviving the Merger as a wholly-owned subsidiary of the Company, Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of Section 4.4, Xxxxxxx X. Dell (“MD”) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”3.2(a), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):