LIMITED GUARANTEE OF MICHAEL S. DELLDell Inc • March 29th, 2013 • Electronic computers • Delaware
LIMITED GUARANTEE, dated as of February 5, 2013 (this “Limited Guarantee”), by Michael S. Dell (the “Guarantor”), in favor of Dell Inc., a Delaware corporation (the “Guaranteed Party”).
INTERIM INVESTORS AGREEMENT by and among Denali Holding Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Management, L.P., Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P. Silver Lake Technology Investors III,...Interim Investors Agreement • March 29th, 2013 • Dell Inc • Electronic computers • Delaware
This INTERIM INVESTORS AGREEMENT (this “Agreement”) is made as of February 5, 2013 by and among Denali Holding Inc., a Delaware corporation (“Parent”), Michael S. Dell (“MD”) and Susan Lieberman Dell Separate Property Trust (together with MD, the “MD Investors”), MSDC Management, L.P., a Delaware limited partnership (together with its affiliated investment funds, “MSDC Investor”), Silver Lake Partners III, L.P., a Delaware limited partnership (“SLP III”), Silver Lake Partners IV, L.P., a Delaware limited partnership (“SLP IV”) and Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”, with SLP III and SLP IV, collectively the “Equity Investors”, and together with the MD Investors and MSDC Investor, the “Investors”) and, for purposes of Sections 2.7.2, 2.12.2, 2.12.6, 2.20 and Article III only, Michael S. Dell 2009 Gift Trust, created on May 3, 2009 pursuant to the exercise of a power of appointment by Susan L. Dell over the MSD 1997 Gift Trust and namin
EMPLOYMENT AGREEMENT [Executive]Employment Agreement • March 29th, 2013 • Dell Inc • Electronic computers • Texas
EMPLOYMENT AGREEMENT (this “Agreement”), dated , 2013 (the “Effective Date”), by and among [Denali], Inc. (the “Company”), [Denali] Holding, Inc. (“Parent”) and [Executive] (“Executive”) (together, the “Parties”).
February 5, 2013 Denali Holding Inc. c/o Silver Lake Partners Menlo Park, CA 94025Dell Inc • March 29th, 2013 • Electronic computers • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger 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 together with Parent and Intermediate, the “Parent Parties”), and Dell Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The party listed on Schedule A hereto is referred to herein as the “MSDC Investor.” This letter is being delivered by the MSDC Investor to Parent in connection with the execution o
February 5, 2013 Denali Holding Inc. c/o Silver Lake Partners Menlo Park, CA 94025Dell Inc • March 29th, 2013 • Electronic computers • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger 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 together with Parent and Intermediate, the “Parent Parties”), and Dell Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein individually as an “Equity Investor” and collectively as the “Equity Investors.” This letter is being de
February 5, 2013 Denali Holding Inc. c/o Silver Lake Partners Menlo Park, CA 94025Dell Inc • March 29th, 2013 • Electronic computers • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger 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 together with Parent and Intermediate, the “Parent Parties”), and Dell Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein as the “MD Investors.” This letter is being delivered by the MD Investors to Parent in connection with t
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and between DENALI HOLDING INC. and MICROSOFT CORPORATION DATED AS OF MARCH 22, 2013Securities Purchase Agreement • March 29th, 2013 • Dell Inc • Electronic computers • Delaware
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of March 22, 2013 (this “Agreement”), is entered into by and between Denali Holding Inc., a Delaware corporation (“Parent”), and Microsoft Corporation, a Washington corporation (the “Purchaser” and, together with Parent, the “parties”) and is deemed effective as of February 5, 2013 as if executed on such date.
