EX-10.1 2 d73946dex101.htm EX-10.1 DENALI HOLDING INC. FORM OF AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT Dated as of [ ], 2016 Page DEFINITIONS REPRESENTATIONS AND WARRANTIES GOVERNANCE TRANSFER RESTRICTIONS PARTICIPATION RIGHTS ADDITIONAL...Sponsor Stockholders Agreement • May 5th, 2020 • 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
DELL TECHNOLOGIES INC. AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT Dated as of September 7, 2016Sponsor Stockholders Agreement • September 9th, 2016 • Dell Technologies Inc • Electronic computers • Delaware
This AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT is made as of September 7, 2016, by and among Dell Technologies 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
RECITALSSponsor Stockholders Agreement • October 6th, 2005 • R H Donnelley Corp • Services-advertising • Delaware
DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT Dated as of [●], 2018Sponsor Stockholders Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This SECOND AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies 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”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), EMC Corporation, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2(a), a
SPONSOR STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC. July , 2004Sponsor Stockholders Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • Delaware
This SPONSOR STOCKHOLDERS AGREEMENT (the “Agreement”) is made and effective as of July , 2004, among Dex Media, Inc., a Delaware corporation (the “Company”), Dex Holdings LLC, a Delaware limited liability company (“Dex Holdings”), Carlyle Partners III, L.P., a Delaware limited partnership (“CP III”), CP III Coinvestment, L.P., a Delaware limited partnership (“Carlyle Coinvest”), Carlyle High Yield Partners, L.P., a Delaware limited partnership (“CHYP Coinvest”), Carlyle-Dex Partners L.P., a Delaware limited partnership (“Carlyle Coinvest I”), Carlyle-Dex Partners II L.P., a Delaware limited partnership (“Carlyle Coinvest II”) and, together with CHYP Coinvest, Carlyle Coinvest, Carlyle Coinvest I and CP III, the “Carlyle Holders”), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership (“Welsh Carson IX”), WD GP Associates LLC (“WCAS Coinvest”), WD Investors LLC (“WCAS Coinvest II”), and A.S.F. Co-Investment Partners, L.P., a Delaware limited partnership (“ASF Coinvest
