Exhibit K
JOINDER AGREEMENT TO
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., Michael S. Dell, Susan Lieberman 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 DenaliCo-Invest, L.P., Venezio 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 thatSection 3.6 throughSection 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 14thday 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/ Egon Durban | |
Name: | Egon Durban | |
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/ Egon Durban | |
Name: | Egon Durban | |
Title: | Managing Director | |
SLSPV-2, L.P. | ||
By: | SLTASPV-2, L.P., its general partner | |
By: | SLTASPV-2 (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing | |
member | ||
By: | /s/ Egon Durban | |
Name: | Egon Durban | |
Title: | Managing Director |
[Second Amended and Restated Registration Rights Agreement]
DENALI AIV HOLDINGS, L.P. | ||
By: | SLTASPV-2, L.P., its general partner | |
By: | SLTASPV-2 (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing | |
member | ||
By: | /s/ Egon Durban | |
Name: | Egon Durban | |
Title: | Managing Director |
Address: | c/o Silver Lake Partners | |
2775 Sand Hill Road | ||
Suite 100 | ||
Menlo Park, CA 94025 | ||
Attention: | Karen King | |
Facsimile: | (650)233-8125 | |
E-mail: | karen.king@silverlake.com | |
and | ||
Address: | c/o Silver Lake Partners | |
9 West 57th Street, 32nd Floor | ||
New York, NY 10019 | ||
Attention: | Andrew J. Schader | |
Facsimile: | (212)981-3535 | |
Email: | andy.schader@silverlake.com |
[Second Amended and Restated Registration Rights Agreement]
AGREED AND ACCEPTED
As of the 14th day of February, 2019.
DELL TECHNOLOGIES INC. | ||
By: | /s/ Janet M. Bawcom | |
Name: | Janet M. Bawcom | |
Title: | Senior Vice President and Assistant Secretary |
[Second Amended and Restated Registration Rights Agreement]