JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Exhibit K
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Dell Technologies Inc., ▇▇▇▇▇▇▇ ▇. Dell, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, 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., ▇▇▇▇▇▇▇ Investments Pte. Ltd., the Management Stockholders party thereto 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 Registration Rights Agreement.
By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the Registration Rights Agreement as a SLP Holder.
The undersigned acknowledges and agrees that Section 3.6 through Section 3.8 of the Registration Rights 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 | |
[Second Amended and Restated Registration Rights 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: | ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |
[Second Amended and Restated Registration Rights 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 | |
[Second Amended and Restated Registration Rights Agreement]