COMMERCIAL FRAMEWORK AGREEMENT between DELL TECHNOLOGIES INC. and VMWARE, INC. Dated as of November 1, 2021Commercial Framework Agreement • November 1st, 2021 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS COMMERCIAL FRAMEWORK AGREEMENT (together with all schedules and exhibits hereto, and as may be amended or modified from time to time, this “Agreement”), dated as of November 1, 2021 (the “Effective Date”) is by and between Dell Technologies Inc., a Delaware corporation (“Dell”) and VMware, Inc., a Delaware corporation (“VMware”). Dell and VMware are hereinafter referred to together as the “Parties” and individually as a “Party.”
VMWARE, INC. REGISTRATION RIGHTS AGREEMENT Dated as of November 1, 2021Registration Rights Agreement • November 1st, 2021 • Vmware, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is made as of November 1, 2021, by and among VMware, Inc., a Delaware corporation, and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
COVENANT NOT TO SUE AND RELEASESue and Release • November 1st, 2021 • Vmware, Inc. • Services-prepackaged software • Delaware
This COVENANT NOT TO SUE AND RELEASE (“Agreement”), effective as of November 1, 2021 (“Effective Date”), is by and between Dell Technologies Inc., a Delaware corporation having an office at 176 South Street, Hopkinton, MA 01748-9103 (“Dell”) and VMware, Inc., a Delaware corporation having an office at 3401 Hillview Avenue, Palo Alto, CA 94304 (“VMware”). Dell and VMware are hereinafter referred to together as the “Parties” and individually as a “Party”.
AMENDMENT TO LETTER AGREEMENT November 1, 2021Letter Agreement • November 1st, 2021 • Vmware, Inc. • Services-prepackaged software • Delaware
Reference is hereby made to that certain Letter Agreement (the “Letter Agreement”), dated as of July 1, 2018, by and between Dell Technologies Inc. (“Dell”) and VMware, Inc. ( “VMware”). This Amendment to Letter Agreement (the “Amendment”) is being entered into in connection with the consummation of the transactions contemplated by that certain Separation and Distribution Agreement, dated as of April 14, 2021, by and between Dell and VMware. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Letter Agreement.
DELL TECHNOLOGIES INC. One Dell Way, RR1–33 Round Rock, Texas 78682Vmware, Inc. • November 1st, 2021 • Services-prepackaged software
Reference is made to that certain Separation and Distribution Agreement, dated as of April 14, 2021 (as amended, restated, supplemented or modified from time to time, the “Separation and Distribution Agreement”), by and between Dell Technologies Inc., a Delaware corporation (“Dell”) and VMware, Inc., a Delaware corporation (“VMware” and together with Dell, the “Parties”). Capitalized terms used but not defined in this letter agreement shall have the meanings assigned to them in the Separation and Distribution Agreement.
VMWARE INC. STOCKHOLDERS AGREEMENT Dated as of November 1, 2021Stockholders Agreement • November 1st, 2021 • Vmware, Inc. • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”) is made as of November 1, 2021, by and among:
