DENALI HOLDING INC. FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of [ ], 2016Registration Rights Agreement • May 11th, 2016 • Denali Holding Inc. • Electronic computers • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of [ ], 2016, by and among Denali Holding Inc., a Delaware corporation, and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
DENALI HOLDING INC. FORM OF AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT Dated as of [ ], 2016Sponsor Stockholders Agreement • May 11th, 2016 • Denali Holding Inc. • Electronic computers • Delaware
This AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT is made as of [ ], 2016, by and among Denali Holding Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Universal Acquisition Co., a Delaware corporation and direct wholly-owned subsidiary of Dell (“Merger Sub”), which, pursuant to an Agreement and Plan of Merger dated as of October 12, 2015 (as further amended, restated, supplemented or modified from time to time, the “Merger Agreement”) by and among the Company, Merger Sub, Dell and EMC Corporation, a Massachusetts corporation (together with its successors and assigns, “EMC”), Merger Sub will be merged with and into EMC (the “Merger”), with EMC surviving the Merger
