EX-99.I 6 d706014dex99i.htm EXHIBIT I Exhibit I

Exhibit I

JOINDER AGREEMENT TO

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., Michael S. Dell, Susan Lieberman 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/ 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
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/ Egon Durban

Name:   Egon Durban
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/ 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 Class A Stockholders 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 Class A Stockholders Agreement]