JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED CLASS A STOCKHOLDERS AGREEMENT
Exhibit I
SECOND AMENDED AND RESTATED CLASS A STOCKHOLDERS AGREEMENT
The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Second Amended and Restated Class A Stockholders Agreement, dated as of December 25, 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Class A Stockholders Agreement”) by and among Dell Technologies Inc., Xxxxxxx X. Dell, Xxxxx Xxxxxxxxx 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 A 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 A Stockholders Agreement.
By executing and delivering this Joinder Agreement to the Class A Stockholders Agreement, the undersigned hereby adopts and approves the Class A 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 A Stockholders Agreement applicable to a SLP Stockholder in the same manner as if the undersigned were an original signatory to the Class A Stockholders Agreement.
Each of the undersigned hereby represents and warrants that, pursuant to this Joinder Agreement and the Class A Stockholders Agreement, it is a Permitted Transferee of a SLP Stockholder.
The undersigned acknowledges and agrees that Section 6.2 through Section 6.4 of the Class A 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/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| 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/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| 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/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
[Second Amended and Restated Class A 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/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| Address: | c/o Silver Lake Partners | |
| 0000 Xxxx Xxxx Xxxx | ||
| Xxxxx 000 | ||
| Xxxxx Xxxx, XX 00000 | ||
| Attention: | Xxxxx Xxxx | |
| Facsimile: | (000) 000-0000 | |
| E-mail: | xxxxx.xxxx@xxxxxxxxxx.xxx | |
| and | ||
| Address: | c/o Silver Lake Partners | |
| 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Attention: | Xxxxxx X. Xxxxxxx | |
| Facsimile: | (000) 000-0000 | |
| Email: | xxxx.xxxxxxx@xxxxxxxxxx.xxx | |
[Second Amended and Restated Class A Stockholders Agreement]
AGREED AND ACCEPTED
As of the 14th day of February, 2019.
| DELL TECHNOLOGIES INC. | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Senior Vice President and Assistant Secretary | |
[Second Amended and Restated Class A Stockholders Agreement]
