EX-4.5



 Exhibit 4.5 

Execution Version 
 JOINDER
AGREEMENT TO REGISTRATION RIGHTS AGREEMENT 
 September 7, 2016 

Reference is hereby made to the Registration Rights Agreement, dated as of June 1, 2016 (the “Registration Rights
Agreement”), by and among DIAMOND 1 FINANCE CORPORATION, a Delaware corporation (“Finco 1”), DIAMOND 2 FINANCE CORPORATION, a Delaware corporation (together with Finco 1, the “Fincos”), and the
Representatives on behalf of the several Initial Purchasers concerning registration rights relating to the Fincos’ (i) $3,750,000,000 aggregate principal amount of their 3.480% First Lien Notes due 2019 (the “2019 Notes”),
(ii) $4,500,000,000 aggregate principal amount of their 4.420% First Lien Notes due 2021 (the “2021 Notes”), (iii) $3,750,000,000 aggregate principal amount of their 5.450% First Lien Notes due 2023 (the “2023
Notes”), (iv) $4,500,000,000 aggregate principal amount of their 6.020% First Lien Notes due 2026 (the “2026 Notes”), (v) $1,500,000,000 aggregate principal amount of their 8.100% First Lien Notes due 2036 (the
“2036 Notes”) and (vi) $2,000,000,000 aggregate principal amount of their 8.350% First Lien Notes due 2046 (the “2046 Notes” and, together with the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes and
the 2036 Notes, the “Notes”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement. 

1. Joinder of the Issuers. Each of Dell International L.L.C., a Delaware corporation (“Dell International”), and EMC
Corporation, a Massachusetts corporation (“EMC”), hereby acknowledges that it has received a copy of the Registration Rights Agreement and absolutely, unconditionally and irrevocably acknowledges and agrees with the Initial
Purchasers that by its execution and delivery hereof it shall (i) join and become a party to the Registration Rights Agreement and be deemed to be an Issuer under the Registration Rights Agreement; (ii) be bound by all covenants,
agreements and acknowledgements applicable to such party as set forth in and in accordance with the terms of the Registration Rights Agreement; and (iii) perform all obligations and duties as required of it as an Issuer in accordance with the
Registration Rights Agreement. 
 2. Joinder of the Guarantors. Each of the undersigned (other than Dell International and EMC) hereby
acknowledges that it has received a copy of the Registration Rights Agreement and absolutely, unconditionally and irrevocably acknowledges and agrees with the Initial Purchasers that by its execution and delivery hereof it shall (i) join and
become a party to the Registration Rights Agreement and be deemed to be a Guarantor under the Registration Rights Agreement; (ii) be bound by all covenants, agreements and acknowledgements applicable to such party as set forth in and in
accordance with the terms of the Registration Rights Agreement; and (iii) perform all obligations and duties as required of it as a Guarantor in accordance with the Registration Rights Agreement. 

3. Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT. 

4. Counterparts. This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 







 5. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent
or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 

6. Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof. 
 [Signature Page Follows] 

  
 -2- 








 IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first
written above. 
  

			
	DELL INTERNATIONAL L.L.C.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary
	
	EMC CORPORATION
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Senior Vice President and Assistant Secretary
	
	DELL TECHNOLOGIES INC.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary
	
	DENALI INTERMEDIATE INC.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary
	
	DELL INC.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
			
	AELITA SOFTWARE CORPORATION
	ASAP SOFTWARE EXPRESS, INC.
	AVENTAIL LLC
	BAKBONE SOFTWARE INC.
	 CREDANT TECHNOLOGIES INTERNATIONAL, INC.

	CREDANT TECHNOLOGIES, INC.
	DELL AMERICA LATINA CORP.
	DELL COLOMBIA INC.
	DELL COMPUTER HOLDINGS L.P.
	DELL DFS CORPORATION
	DELL FEDERAL SYSTEMS CORPORATION
	DELL FEDERAL SYSTEMS GP L.L.C.
	DELL FEDERAL SYSTEMS L.P.
	DELL FEDERAL SYSTEMS LP L.L.C.
	DELL GLOBAL HOLDINGS L.L.C.
	DELL MARKETING CORPORATION
	DELL MARKETING GP L.L.C.
	DELL MARKETING L.P.
	DELL MARKETING LP L.L.C.
	DELL PRODUCTS CORPORATION
	DELL PRODUCTS GP L.L.C.
	DELL PRODUCTS L.P.
	DELL PRODUCTS LP L.L.C.
	DELL RECEIVABLES CORPORATION
	DELL RECEIVABLES GP L.L.C.
	DELL RECEIVABLES L.P.
	DELL RECEIVABLES LP L.L.C.
	DELL REVOLVER FUNDING L.L.C.
	DELL SOFTWARE INC.
	DELL SYSTEMS CORPORATION
	DELL USA CORPORATION
	DELL USA GP L.L.C.
	DELL USA L.P.
	DELL USA LP L.L.C.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
			
	DELL WORLD TRADE CORPORATION
	DELL WORLD TRADE GP L.L.C.
	DELL WORLD TRADE L.P.
	DELL WORLD TRADE LP L.L.C.
	DENALI FINANCE CORP.
	ENSTRATIUS, INC.
	FORCE10 NETWORKS GLOBAL, INC.
	FORCE10 NETWORKS INTERNATIONAL, INC.
	FORCE10 NETWORKS, INC.
	LICENSE TECHNOLOGIES GROUP, INC.
	PRSM CORPORATION
	PSC GP CORPORATION
	PSC HEALTHCARE SOFTWARE, INC.
	PSC LP CORPORATION
	PSC MANAGEMENT LIMITED PARTNERSHIP
	QUEST HOLDING COMPANY, LLC
	QUEST SOFTWARE PUBLIC SECTOR, INC.
	SCRIPTLOGIC CORPORATION
	STATSOFT, INC.
	STATSOFT HOLDINGS, INC.
	WYSE TECHNOLOGY L.L.C.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
			
	 CONFIGURESOFT INTERNATIONAL HOLDINGS, INC.

	DATA GENERAL INTERNATIONAL, INC.
	EMC INVESTMENT CORPORATION
	EMC PUERTO RICO, INC.
	EVOLUTIONARY CORPORATION
	IOMEGA LATIN AMERICA, INC.
	MOZY, INC.
	WOODLAND STREET PARTNERS, INC.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Senior Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
			
	DCC EXECUTIVE SECURITY INC.
	 DELL PRODUCT AND PROCESS INNOVATION SERVICES CORP.

	DELL PROTECTIVE SERVICES INC.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
					
	DELL REVOLVER COMPANY L.P.
		
	By:	 	DELL REVOLVER GP L.L.C., its General Partner
		
	By:	 	 /s/ Janet B. Wright

		 	Name:	 	Janet B. Wright
		 	Title:	 	Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
			
	DELL REVOLVER GP L.L.C.
		
	By:	 	 /s/ Janet B. Wright

	Name:	 	Janet B. Wright
	Title:	 	Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
					
	900 WEST PARK DRIVE LLC
	EMC CLOUD SERVICES LLC
	EMC SOUTH STREET INVESTMENTS LLC
	FLANDERS ROAD HOLDINGS LLC
	IOMEGA LLC
	IWAVE SOFTWARE, LLC
	MAGINATICS LLC
	NBT INVESTMENT PARTNERS LLC
	NEWFOUND INVESTMENT PARTNERS LLC
	SCALEIO LLC
		
	By:	 	EMC CORPORATION, its Member
		
	By:	 	 /s/ Janet B. Wright

		 	Name:	 	Janet B. Wright
		 	Title:	 	Senior Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
					
	SPANNING CLOUD APPS LLC
		
	By:	 	MOZY, INC., its Member
		
	By:	 	 /s/ Janet B. Wright

		 	Name:	 	Janet B. Wright
		 	Title:	 	Senior Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
					
	EMC IP HOLDING COMPANY LLC
		
	By:	 	DENALI INTERMEDIATE INC., its Member
		
	By:	 	 /s/ Janet B. Wright

		 	Name:	 	Janet B. Wright
		 	Title:	 	Vice President and Assistant Secretary



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
			
	DELL FINANCIAL SERVICES L.L.C.
		
	By:	 	 /s/ Tyler Johnson

	Name:	 	Tyler Johnson
	Title:	 	Vice President and Treasurer



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
			
	 DELL SERVICES FEDERAL GOVERNMENT, INC.

	 DELL SYSTEMS COMMUNICATIONS SERVICES, INC.

		
	By:	 	 /s/ George C. Newstrom

	Name:	 	George C. Newstrom
	Title:	 	President



  
 [Signature page to
Joinder to Registration Rights Agreement] 








 
			
	TRANSACTION APPLICATIONS GROUP, INC.
		
	By:	 	 /s/ Rohit Puri

	Name:	 	Rohit Puri
	Title:	 	President



  
 [Signature page to
Joinder to Registration Rights Agreement] 









					
	The foregoing Joinder Agreement is hereby confirmed and accepted as of the date first above written.
	
	J.P. MORGAN SECURITIES LLC
	CREDIT SUISSE SECURITIES (USA) LLC
	MERRILL LYNCH, PIERCE, FENNER & SMITH
	                              INCORPORATED
	BARCLAYS CAPITAL INC.
	CITIGROUP GLOBAL MARKETS INC.
	GOLDMAN, SACHS & CO.
	DEUTSCHE BANK SECURITIES INC.
	RBC CAPITAL MARKETS, LLC


					
		
	By	 	J.P. MORGAN SECURITIES LLC,
		 	as Authorized Representative
		
	By:	 	 /s/ Som Bhattacharyya

		 	Name:	 	Som Bhattacharyya
		 	Title:	 	Vice President
		
	By	 	CREDIT SUISSE SECURITIES (USA) LLC,
		 	as Authorized Representative
		
	By:	 	 /s/ Bob McMinn

		 	Name:	 	Bob McMinn
		 	Title:	 	Managing Director


					
		
	By	 	MERRILL LYNCH, PIERCE, FENNER & SMITH
		 	
              INCORPORATED,

		 	as Authorized Representative


					
		
	By:	 	 /s/ Keith Harman

		 	Name:	 	Keith Harman
		 	Title:	 	Managing Director
		
	By	 	BARCLAYS CAPITAL INC.,
		 	as Authorized Representative
		
	By:	 	 /s/ E. Pete Contrucci III

		 	Name:	 	E. Pete Contrucci III
		 	Title:	 	Managing Director


  
 [Signature page to
Joinder to Registration Rights Agreement] 









					
	By	 	CITIGROUP GLOBAL MARKETS INC.,
		 	as Authorized Representative
		
	By:	 	 /s/ Brian D. Bednarski

		 	Name:	 	Brian D. Bednarski
		 	Title:	 	Managing Director
		
	By	 	GOLDMAN, SACHS & CO.,
		 	as Authorized Representative
		
	By:	 	 /s/ Ariel Fox

		 	Name:	 	Ariel Fox
		 	Title:	 	Vice President
		
	By	 	DEUTSCHE BANK SECURITIES INC.,
		 	as Authorized Representative
		
	By:	 	 /s/ John C. McCabe

		 	Name:	 	John C. McCabe
		 	Title:	 	Managing Director
		
	By:	 	 /s/ John Han

		 	Name:	 	John Han
		 	Title:	 	Director
		
	By	 	RBC CAPITAL MARKETS, LLC,
		 	as Authorized Representative
		
	By:	 	 /s/ Scott G. Primrose

		 	Name:	 	Scott G. Primrose
		 	Title:	 	Authorized Signatory


  
 [Signature page to
Joinder to Registration Rights Agreement]