JOINDER AGREEMENT TO AMENDED AND RESTATED CLASS C STOCKHOLDERS AGREEMENT
Exhibit G
AMENDED AND RESTATED CLASS C STOCKHOLDERS AGREEMENT
The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Amended and Restated Class C Stockholders Agreement, dated as of December 25, 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Class C Stockholders Agreement”) by and among Dell Technologies Inc., ▇▇▇▇▇▇▇ ▇. Dell, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Dell Separate Property Trust, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., the New Class C Stockholders named therein and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Class C Stockholders Agreement.
By executing and delivering this Joinder Agreement to the Class C Stockholders Agreement, the undersigned hereby adopts and approves the Class C Stockholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the transferee of DTI Securities, to become a party as a SLP Stockholder to, and to be bound by and comply with the provisions of, the Class C Stockholders Agreement applicable to a SLP Stockholder in the same manner as if the undersigned were an original signatory to the Class C Stockholders Agreement.
Each of the undersigned hereby represents and warrants that, pursuant to this Joinder Agreement and the Class C Stockholders Agreement, it is a Permitted Transferee of a SLP Stockholder. Silver Lake Technology Investors V, L.P., a Delaware limited partnership, hereby represents that it will be the lawful record owner of 265,955.00 shares of Class B Common Stock of the Company as of 11:00 p.m. New York City time on the date hereof. Silver Lake Partners V DE (AIV), L.P., a Delaware limited partnership, hereby represents that it will be the lawful record owner of 21,697,585.52 shares of Class B Common Stock of the Company as of 11:00 p.m. New York City time on the date hereof. SLP SPV-2, L.P., a Delaware limited partnership, hereby represents that it will be the lawful record owner of 39,047,589.18 shares of Class B Common Stock of the Company as of 11:00 p.m. New York City time on the date hereof. Denali AIV Holdings, L.P., a Delaware limited partnership, hereby represents that it will not be the lawful record owner of any shares of Class B Common Stock of the Company as of 11:00 p.m. New York City time on the date hereof. The undersigned hereby covenants and agrees that it will take all such actions as required of a Permitted Transferee as set forth in the Class C Stockholders Agreement, including but not limited to conveying its record and beneficial ownership of any DTI Securities and all rights, title and obligations thereunder back to the initial transferor Stockholder or to another Permitted Transferee of the original transferor Stockholder, as the case may be, immediately prior to such time that the undersigned no longer meets the qualifications of a Permitted Transferee as set forth in the Class C Stockholders Agreement.
The undersigned acknowledges and agrees that Section 5.2 through Section 5.4 of the Class C Stockholders Agreement are incorporated herein by reference, mutatis mutandis.
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Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the 14th day of February, 2019.
| SILVER LAKE PARTNERS V DE (AIV), L.P. | ||
| By: | Silver Lake Technology Associates V, L.P., its general partner | |
| By: | SLTA V (GP), L.L.C., its general partner | |
| By: | Silver Lake Group, L.L.C., its managing member | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| SILVER LAKE TECHNOLOGY INVESTORS V, L.P. | ||
| By: | Silver Lake Technology Associates V, L.P., its general partner | |
| By: | SLTA V (GP), L.L.C., its general partner | |
| By: | Silver Lake Group, L.L.C., its managing member | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| SL SPV-2, L.P. | ||
| By: | SLTA SPV-2, L.P., its general partner | |
| By: | SLTA SPV-2 (GP), L.L.C., its general partner | |
| By: | Silver Lake Group, L.L.C., its managing member | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
[Amended and Restated Class C Stockholders Agreement]
| DENALI AIV HOLDINGS, L.P. | ||
| By: | SLTA SPV-2, L.P., its general partner | |
| By: | SLTA SPV-2 (GP), L.L.C., its general partner | |
| By: | Silver Lake Group, L.L.C., its managing | |
| member | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| Address: | c/o Silver Lake Partners | |
| ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Attention: | ▇▇▇▇▇ ▇▇▇▇ | |
| Facsimile: | (▇▇▇) ▇▇▇-▇▇▇▇ | |
| E-mail: | ▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |
| and | ||
| Address: | c/o Silver Lake Partners | |
| ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| Attention: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Facsimile: | (▇▇▇) ▇▇▇-▇▇▇▇ | |
| Email: | ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |
[Amended and Restated Class C Stockholders Agreement]
AGREED AND ACCEPTED
As of the 14th day of February, 2019.
| DELL TECHNOLOGIES INC. | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Senior Vice President and Assistant Secretary | |
[Amended and Restated Class C Stockholders Agreement]