AGREEMENT AND PLAN OF MERGER by and among DENALI HOLDING INC., DENALI INTERMEDIATE INC., DENALI ACQUIROR INC. and DELL INC. Dated as of February 5, 2013Agreement and Plan of Merger • February 6th, 2013 • Dell Inc • Electronic computers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2013 (the “Agreement”), by and among Denali Holding Inc., a Delaware corporation (“Parent”), Denali Intermediate Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), Denali Acquiror Inc., a Delaware corporation and a wholly-owned subsidiary of Intermediate (“Merger Sub” and, taken together with Intermediate and Parent, the “Parent Parties”), and Dell Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.15.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 6th, 2013 • Dell Inc • Electronic computers • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of February 5, 2013 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and Dell Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
