EX-10.5



 Exhibit 10.5 

Execution Version 
  

 
  

DELL TECHNOLOGIES INC. 

AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT 

Dated as of September 7, 2016 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	 ARTICLE I

DEFINITIONS
	   
   

			
	 Section 1.1.
	 	 Definitions
	  	 	3	  
	 Section 1.2.
	 	 General Interpretive Principles
	  	 	23	  
	
	ARTICLE II	  
	REPRESENTATIONS AND WARRANTIES	  
			
	 Section 2.1.
	 	 Representations and Warranties of the Stockholders
	  	 	23	  
	 Section 2.2.
	 	 Representations and Warranties of the MD Stockholders and the MSD Partners
Stockholders
	  	 	24	  
	
	ARTICLE III	  
	GOVERNANCE	  
			
	 Section 3.1.
	 	 Board of Directors of the Company
	  	 	25	  
	 Section 3.2.
	 	 Specified Subsidiaries
	  	 	34	  
	 Section 3.3.
	 	 Protective Provisions
	  	 	34	  
	 Section 3.4.
	 	 Additional Management Provisions
	  	 	38	  
	 Section 3.5.
	 	 VCOC Investors
	  	 	39	  
	
	ARTICLE IV	  
	TRANSFER RESTRICTIONS	  
			
	 Section 4.1.
	 	 General Restrictions on Transfers
	  	 	40	  
	 Section 4.2.
	 	 Specified Restrictions on Transfers
	  	 	43	  
	 Section 4.3.
	 	 Permitted Transfers
	  	 	47	  
	 Section 4.4.
	 	 Tag-Along Rights
	  	 	47	  
	 Section 4.5.
	 	 Drag-Along Rights
	  	 	52	  
	 Section 4.6.
	 	 Diligence Access and Cooperation
	  	 	56	  
	 Section 4.7.
	 	 IPO Rights
	  	 	56	  
	
	ARTICLE V	  
	PARTICIPATION RIGHTS	  
			
	 Section 5.1.
	 	 Right of Participation
	  	 	59	  
	 Section 5.2.
	 	 Excluded Transactions
	  	 	62	  
	 Section 5.3.
	 	 Termination of ARTICLE V
	  	 	62	  
	
	ARTICLE VI	  
	ADDITIONAL AGREEMENTS	  
			
	 Section 6.1.
	 	 Further Assurances
	  	 	62	  


  
 i 









							
	 Section 6.2.
	 	 Other Businesses; Waiver of Certain Duties
	  	 	62	  
	 Section 6.3.
	 	 Confidentiality
	  	 	64	  
	 Section 6.4.
	 	 Publicity
	  	 	65	  
	 Section 6.5.
	 	 Certain Tax Matters
	  	 	66	  
	 Section 6.6.
	 	 Restriction on Employee Equity Program
	  	 	66	  
	 Section 6.7.
	 	 Expense Reimbursement
	  	 	66	  
	 Section 6.8.
	 	 Information Rights; Visitation Rights
	  	 	68	  
	 Section 6.9.
	 	 Cooperation with Reorganizations and SEC Filings
	  	 	70	  
	 Section 6.10.
	 	 VMware Board of Directors
	  	 	71	  
	 Section 6.11.
	 	 VMware Section 16 Liability
	  	 	71	  
	
	ARTICLE VII	  
	ADDITIONAL PARTIES	  
			
	 Section 7.1.
	 	 Additional Parties
	  	 	71	  
	
	ARTICLE VIII	  
	INDEMNIFICATION; INSURANCE	  
			
	 Section 8.1.
	 	 Indemnification of Directors
	  	 	72	  
	 Section 8.2.
	 	 Indemnification of Stockholders
	  	 	72	  
	 Section 8.3.
	 	 Insurance
	  	 	73	  
	
	ARTICLE IX	  
	MISCELLANEOUS	  
			
	 Section 9.1.
	 	 Entire Agreement
	  	 	74	  
	 Section 9.2.
	 	 Effectiveness
	  	 	74	  
	 Section 9.3.
	 	 Specific Performance
	  	 	74	  
	 Section 9.4.
	 	 Governing Law
	  	 	74	  
	 Section 9.5.
	 	 Submissions to Jurisdictions; WAIVER OF JURY TRIAL
	  	 	75	  
	 Section 9.6.
	 	 Obligations
	  	 	76	  
	 Section 9.7.
	 	 Consents, Approvals and Actions
	  	 	76	  
	 Section 9.8.
	 	 Amendment; Waiver
	  	 	77	  
	 Section 9.9.
	 	 Assignment of Rights By Stockholders
	  	 	77	  
	 Section 9.10.
	 	 Binding Effect
	  	 	78	  
	 Section 9.11.
	 	 Third Party Beneficiaries
	  	 	78	  
	 Section 9.12.
	 	 Termination
	  	 	78	  
	 Section 9.13.
	 	 Notices
	  	 	79	  
	 Section 9.14.
	 	 No Third Party Liability
	  	 	81	  
	 Section 9.15.
	 	 No Partnership
	  	 	81	  
	 Section 9.16.
	 	 Aggregation; Beneficial Ownership
	  	 	82	  
	 Section 9.17.
	 	 Severability
	  	 	82	  
	 Section 9.18.
	 	 Counterparts
	  	 	82	  


  
 ii 








 ANNEXES AND EXHIBITS 

 

					
	ANNEX A-1	  	–	 	FORM OF JOINDER AGREEMENT
	ANNEX A-2	  	–	 	FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT
	ANNEX B	  	–	 	FORM OF SPOUSAL CONSENT
	ANNEX C	  	–	 	FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
			
	EXHIBIT A	  	–	 	ANNUAL OPERATING PLAN LINE ITEMS


  
 iii 








 DELL TECHNOLOGIES INC. 

AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT 

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 the Merger as a wholly-owned subsidiary of the Company, 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”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with,
Section 3.2(a), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”): 

 

	 	(a)	Michael S. Dell (“MD”) and Susan Lieberman Dell Separate Property Trust (the “SLD Trust” and together with MD and their respective Permitted Transferees (as defined herein) that acquire
DTI Common Stock (as defined herein) pursuant to the terms of this Agreement (as defined herein), the “MD Stockholders”); 

  

	 	(b)	the MSD Partners Stockholders; 

  

	 	(c)	the SLP Stockholders (and together with the MD Stockholders and the MSD Partners Stockholders, the “Sponsor Stockholders”); 


 

	 	(d)	each Person signatory hereto and identified on the signature pages hereto as a “MD Co-Investor” (the “MD Co-Investors”); 


 

	 	(e)	each Person signatory hereto and identified on the signature pages hereto as a “MSD Partners Co-Investor” (the “MSD Partners Co-Investors”); and 


 

	 	(f)	any other Person who becomes a party hereto pursuant to, and in accordance with, ARTICLE VII. 


WHEREAS, the parties are party to that certain Sponsor Stockholders Agreement, dated as of October 29, 2013 (the “Original
Agreement”), and the parties desire to amend and restate the Original Agreement as set forth herein pursuant to Section 9.8 of the Original Agreement in order to reflect the occurrence of certain events that have transpired since the
date of the Original Agreement, including the execution of the Merger Agreement; 







 WHEREAS, upon the filing and effectiveness of the Company’s Fourth Amended and Restated
Certificate of Incorporation, (i) each issued and outstanding share of Series A Common Stock of the Company, par value $0.01 per share (“Series A Stock”), will be automatically reclassified as and become one validly issued, fully
paid, and non-assessable share of Class A DTI Common Stock on a one-for-one basis, (ii) each issued and outstanding share of Series B Common Stock of the Company, par value $0.01 per share (“Series B Stock”), will be automatically
reclassified as and become one validly issued fully-paid and non-assessable share of Class B DTI Common Stock on a one-for-one basis, and (iii) each issued and outstanding share of Series C Common Stock of the Company, par value $0.01 per share
(“Series C Stock” and, together with the Series A Stock and the Series B Stock, the “Original Stock”), will be automatically reclassified as and become one validly issued, fully paid, and non-assessable share of
Class C DTI Common Stock on a one-for-one basis, in each case without any action by any holder thereof. 
 WHEREAS, each of MD and the SLD
Trust, pursuant to a Common Stock Purchase Agreement dated as of October 12, 2015, between the Company and each such Person (the “MD Subscription Agreement”) has agreed to acquire additional shares of Class A DTI Common Stock upon
the terms and subject to the conditions set forth therein and, as a condition of receipt of such shares of Class A DTI Common Stock is required to enter into this Agreement and the Registration Rights Agreement (as defined herein); 

WHEREAS, each of MSDC Denali Investors and MSDC Denali EIV, pursuant to a Common Stock Purchase Agreement dated as of October 12, 2015,
between the Company and each such Person (the “MSD Partners Subscription Agreement”) has agreed to acquire additional shares of Class A DTI Common Stock upon the terms and subject to the conditions set forth therein and, as a
condition of receipt of such shares of Class A DTI Common Stock, is required to enter into this Agreement and the Registration Rights Agreement; 

WHEREAS, each of SLP III and SLP IV, pursuant to a Common Stock Purchase Agreement dated as of October 12, 2015, between the Company and each
such Person (the “SLP Subscription Agreement”) has agreed to acquire additional shares of Class B DTI Common Stock (as defined herein) upon the terms and subject to the conditions set forth therein and, as a condition of receipt of
such shares of Class B DTI Common Stock is required to enter into this Agreement and the Registration Rights Agreement; 
 WHEREAS, (i) the
Stockholders and the amount and type of Original Stock beneficially owned by each Stockholder as of the Original Closing Date and (ii) the amount and type of DTI Securities (as defined herein) beneficially owned by each Stockholder as of the date of
the Closing are identified on a capitalization table provided separately by the Company to each of the Stockholders (the “Capitalization Table”); and 

WHEREAS, the Company, the MD Stockholders, the MSD Partners Stockholders and the SLP Stockholders desire to provide for the management of the
Company and to set forth the respective rights and obligations of the parties hereto with respect to the ownership of DTI Securities. 

  
 2 








 NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree that the Original Agreement is, as of the Closing Date and subject to Section 9.2, amended and
restated in its entirety as follows: 
 ARTICLE I 

DEFINITIONS 
 Section 1.1.
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: 
 “5% Holder”
means, as of any given date, any Stockholder (other than a Sponsor Stockholder) that, together with its Permitted Transferees, beneficially owns at least 5% but less than 10% of all issued and outstanding DTI Common Stock as of such date. 

“10% Holder” means, as of any given date, any Stockholder (other than a Sponsor Stockholder) that, together with its
Permitted Transferees, beneficially owns at least 10% of all issued and outstanding DTI Common Stock as of such date. 
 “Additional
Consideration” has the meaning ascribed to such term in Section 4.4(a). 
 “Affiliate” means, with respect
to any Person, any other Person that controls, is controlled by, or is under common control with such Person. The term “control” means the power to direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. The terms “controlled” and “controlling” have meanings correlative to the foregoing. Notwithstanding the
foregoing, for purposes of this Agreement, (i) the Company, its Subsidiaries and its other controlled Affiliates (including VMware and its subsidiaries) shall not be considered Affiliates of any of the Sponsor Stockholders or any of such
party’s Affiliates (other than the Company, its Subsidiaries and its other controlled Affiliates), (ii) none of the MD Stockholders and the MSD Partners Stockholders, on the one hand, and/or the SLP Stockholders, on the other hand, shall be
considered Affiliates of each other, and (iii) except with respect to Section 6.2 and Section 9.14, none of the Sponsor Stockholders shall be considered Affiliates of (x) any portfolio company in which any of the Sponsor
Stockholders or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or (y) any limited partners, non-managing members or other similar direct or indirect investors in any of the Sponsor Stockholders or
their affiliated investment funds. 
 “Agreement” means this Amended and Restated Sponsor Stockholders Agreement (including
the annexes and exhibits attached hereto) as the same may be amended, restated, supplemented or modified from time to time. 

“Annual Operating Plan” has the meaning ascribed to such term in Section 3.3(a)(ii). 

  
 3 








 “Anticipated Closing Date” means the anticipated closing date of any proposed
Qualified Sale Transaction, as determined in good faith by the Board on the Applicable Date. 
 “Applicable Date” means,
with respect to any proposed Qualified Sale Transaction, (i) the date that the applicable Drag-Along Sale Notice is delivered to the SLP Stockholders; provided, that a definitive agreement providing for such Qualified Sale Transaction on the
terms specified in the Drag-Along Sale Notice has been entered into with the applicable purchaser prior to delivery of the Drag-Along Sale Notice and (ii) in all instances other than those specified in clause (i), the date that a definitive
agreement is entered into with the applicable purchaser providing for such Qualified Sale Transaction. 
 “Applicable IPO
Return” has the meaning ascribed to such term in Section 4.7(a)(i)(C). 
 “Approved Exchange” means the New
York Stock Exchange and/or the Nasdaq Stock Market. 
 “Approved Equity Plan” means (i) the Dell Technologies Inc. 2013
Stock Incentive Plan and (ii) any other equity incentive plan approved by the Company or its Subsidiaries in accordance with Section 3.3(b)(xii). 

“Audit Committee” has the meaning ascribed to such term in Section 3.1(c)(v)(A). 

“beneficial ownership” and “beneficially own” and similar terms have the meaning set forth in Rule 13d-3
under the Exchange Act; provided, however, that (i) subject to Section 9.16, no party hereto shall be deemed to beneficially own any Securities held by any other party hereto solely by virtue of the provisions of this Agreement
(other than this definition) and (ii) with respect to any Securities held by a party hereto that are exercisable for, convertible into or exchangeable for shares of DTI Common Stock upon delivery of consideration to the Company or any of its
Subsidiaries, such shares of DTI Common Stock shall not be deemed to be beneficially owned by such party unless, until and to the extent such Securities have been exercised, converted or exchanged and such consideration has been delivered by such
party to the Company or such Subsidiary. 
 “Board” means the Board of Directors of the Company or, if the context so
requires, the board of directors or equivalent governing body of any Specified Subsidiary. 
 “Board Observer” has the
meaning ascribed to such term in Section 3.1(a). 
 “Business Day” means a day, other than a Saturday, Sunday or
other day on which banks located in New York, New York, Austin, Texas or San Francisco, California are authorized or required by law to close. 

“Capital Stock Committee” means a committee of the Board established by Article IV Section 4.2 of the Bylaws of the Company
that will have such power and authority with respect to decisions affecting the Class V Stock as shall be delegated to such committee in accordance with the Company’s Bylaws and the Company’s Tracking Stock Policies. 

  
 4 








 “Cause” means any of (i) the conviction of MD for a felony resulting in his
incarceration or (ii) the legal incapacity of MD to serve as (x) a director of the Board of the Company or any Domestic Specified Subsidiary or (y) Chief Executive Officer of the Company or any Domestic Specified Subsidiary (if, in the case of
clauses (x) and (y), with respect to a Domestic Specified Subsidiary, MD is at the time of such legal incapacity serving as a director or Chief Executive Officer of such Domestic Specified Subsidiary). 

“Class A DTI Common Stock” means the Class A Common Stock, par value $0.01 per share, of the Company. 

“Class A Stockholders Agreement” means the Amended and Restated Class A Stockholders Agreement, dated as of the date hereof,
by and among the Company, the Class A Stockholders party thereto, the Sponsor Stockholders party thereto and the other signatories thereto, as it may be amended from time to time. 

“Class B DTI Common Stock” means the Class B Common Stock, par value $0.01 per share, of the Company. 

“Class C DTI Common Stock” means the Class C Common Stock, par value $0.01 per share, of the Company. 

“Class C Stockholders Agreement” means the Class C Stockholders Agreement, dated as of the date hereof, by and among the
Company, the Class C Stockholders party thereto, the Sponsor Stockholders party thereto and the other signatories thereto, as it may be amended from time to time. 

“Class D DTI Common Stock” means the Class D Common Stock, par value $0.01 per share, of the Company. 

“Class V Stock” means the Class V Common Stock, par value $0.01 per share, of the Company. 

“Closing” has the meaning ascribed to such term in the Merger Agreement. 

“Closing Date” has the meaning ascribed to such term in the Merger Agreement. 

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. 

“Co-Investor” means any or all of the MD Co-Investors and the MSD Partners Co-Investors. 

“Common Stock” means the Class A DTI Common Stock, the Class B DTI Common Stock, the Class C DTI Common Stock, the Class D
DTI Common Stock and the Class V Stock. 
 “Company” has the meaning ascribed to such term in the Preamble. 

  
 5 








 “Company Awards” means an award pursuant to a Company Stock Plan of restricted
stock units (including performance-based restricted stock units) that correspond to DTI Common Stock and/or Company Stock Options. 

“Company Stock Option” means an option to subscribe for, purchase or otherwise acquire shares of DTI Common Stock. 

“Company Stock Plan” means each of (i) the Dell 2012 Long-Term Incentive Plan, Dell 2002 Long-Term Incentive Plan, Dell 1998
Broad-Based Stock Option Plan, Dell 1994 Incentive Plan, Quest Software, Inc. 2008 Stock Incentive Plan, Quest Software, Inc. 2001 Stock Incentive Plan, Quest Software, Inc. 1999 Stock Incentive Plan, V-Kernel Corporation 2007 Equity Incentive Plan,
and Force10 Networks, Inc. 2007 Equity Incentive Plan and (ii) such other Approved Equity Plan pursuant to which the Company or its Subsidiaries have granted or issued Company Awards. 

“Compensation Committee” has the meaning ascribed to such term in Section 3.1(c)(v)(A). 

“Competitor” means, as of any particular date, (i) any of Acer Inc., Apple Inc., AsusTEK, Cisco Systems, Inc.,
Hewlett-Packard Company, International Business Machines Corporation, Samsung Electronics Co., Ltd. and Lenovo Group Limited and any Affiliate or direct or indirect subsidiary of the foregoing and any successors thereof and (ii) any company or
Person having, as of such date, (x) a top ten global market share of revenue from the sale of personal computers, or (y) a top five global market share of revenue from the sale of any of (A) servers, (B) storage systems or (C) computer services, in
each case in the most recent calendar year prior to such date for which Gartner, Inc. has published such information. 
 “Compliant
Terms” has the meaning ascribed to such term in Section 5.1(b)(i). 
 “Confidential Information” has the
meaning ascribed to such term in Section 6.3(a). 
 “Contribution” has the meaning ascribed to such term in
Section 6.5. 
 “Covered Person” means (i) any director or officer of the Company or any of its Subsidiaries
(including for this purpose VMware and its subsidiaries) who is also a director, officer, employee, managing director or other Affiliate of MSD Partners or SLP, (ii) MSD Partners and the MSD Partners Stockholders, and (iii) SLP and the SLP
Stockholders; provided, that MD shall not be a “Covered Person” for so long as he is an executive officer of the Company or any of the Specified Subsidiaries. 

“Covered Securities” means any equity securities, debt securities exercisable or exchangeable for, or convertible into equity
securities, or any option, warrant or other right to acquire any such equity securities or debt securities, in each case, of the Company or any of its Subsidiaries; provided, that none of the Class V Stock and any debt securities exercisable
or exchangeable solely for, or convertible solely into Class V Stock, or any option, warrant or other right to acquire any Class V Stock or such debt securities shall be considered Covered Securities unless, in each case, an MD Stockholder or an SLP
Stockholder is purchasing and/or otherwise being issued such Class V Stock, debt securities and/or options, warrants or other rights to acquire any Class V Stock or such debt securities. 

  
 6 








 “Dell” has the meaning ascribed to such term in the Preamble. 

“Dell International” has the meaning ascribed to such term in the Preamble.

“Demand Registration” has the meaning ascribed to such term in the Registration Rights Agreement. 

“Denali Acquiror” means Denali Acquiror Inc. 

“Denali Finance” has the meaning ascribed to such term in the Preamble.

“Designation Rights Trigger Event” means the earliest to occur of the following: (i) with respect to the Class A DTI Common
Stock and the Class B DTI Common Stock, an IPO, (ii) with respect to the Class A DTI Common Stock, the Aggregate Group II Director Votes (as defined in the Company’s Fourth Amended and Restated Certificate of Incorporation) equaling zero and
(iii) with respect to the Class B DTI Common Stock, the Aggregate Group III Director Votes (as defined in the Company’s Fourth Amended and Restated Certificate of Incorporation) equaling zero. 

“DGCL” means the General Corporation Law of the State of Delaware. 

“DTI Common Stock” means the Class A DTI Common Stock, the Class B DTI Common Stock, the Class C DTI Common Stock, the Class
D DTI Common Stock and any other series or class of common stock of the Company which is established to track the performance of the DTI Group (as defined in the Company’s Fourth Amended and Restated Certificate of Incorporation). 

“DTI Securities” means the DTI Common Stock, any equity or debt securities exercisable or exchangeable for, or convertible
into DTI Common Stock, and any option, warrant or other right to acquire any DTI Common Stock or such equity or debt securities of the Company. 

“Director Indemnification Agreements” has the meaning ascribed to such term in Section 8.1. 

“Disability” means any physical or mental disability or infirmity that prevents the performance of MD’s duties as a
director or Chief Executive Officer of the Company or any Domestic Specified Subsidiary (if, in the case of a Domestic Specified Subsidiary, MD is at the time of such disability or infirmity serving as a director or Chief Executive Officer of such
Domestic Specified Subsidiary) for a period of one hundred eighty (180) consecutive days. 
 “Disabling Event” means either
the death, or the continuation of any Disability, of MD. 

  
 7 








 “Domestic Specified Subsidiary” means each of (i) Intermediate, (ii) Denali
Finance, (iii) Dell, (iv) EMC, (v) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and (vi) any successors and assigns of any of Intermediate, Denali Finance, Dell, EMC and Dell International
(until such time as the MD Stockholders and the SLP Stockholders otherwise agree) that are Subsidiaries of the Company and are organized or incorporated under the laws of the United States, any State thereof or the District of Columbia. 

“Drag-Along Sale” has the meaning ascribed to such term in Section 4.5(a). 

“Drag-Along Sale Notice” has the meaning ascribed to such term in Section 4.5(a). 

“Drag-Along Sale Percentage” has the meaning ascribed to such term in Section 4.5(a). 

“Drag-Along Sale Priority” has the meaning ascribed to such term in Section 4.5(c). 

“Drag-Along Sellers” has the meaning ascribed to such term in Section 4.5(a). 

“Dragged-Along Sellers” has the meaning ascribed to such term in Section 4.5(a). 

“Electing Tag-Along Sellers” has the meaning ascribed to such term in Section 4.4(b). 

“Electronic Transmission” means any form of communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. 

“Eligible Tag-Along Seller” means (i) all Stockholders (other than the MD Stockholders) in any Tag-Along Sale in which the
Initiating Tag-Along Seller is any of the MD Stockholders, (ii) the MSD Partners Stockholders, the MSD Partners Co-Investors and any Permitted Transferees of the foregoing or of the SLP Stockholders in any Tag-Along Sale in which the Initiating
Tag-Along Seller is any of the SLP Stockholders and/or (iii) the SLP Stockholders and any Permitted Transferees of the foregoing or of the MSD Partners Stockholders in any Tag-Along Sale in which the Initiating Tag-Along Seller is any of the MSD
Partners Stockholders. 
 “EMC” has the meaning ascribed to such term in the Preamble. 

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated pursuant thereto. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time
to time, and the rules and regulations promulgated pursuant thereto. 

  
 8 








 “Excluded Securities” means any issuance of (i) Covered Securities of the
Company as consideration to the selling Persons in an acquisition by the Company or its Subsidiaries, (ii) Class C DTI Common Stock in an IPO, (iii) Covered Securities of the Company to a third-party financial institution that is not a Stockholder
or any of its Permitted Transferees or any of their respective Affiliates in connection with a bona fide borrowing by the Company or its Subsidiaries (provided, that in the event that any affiliated investment fund of a Stockholder
that primarily invests in loans and/or debt securities of multiple issuers acquires such Covered Securities and such affiliated investment fund is not the lead investor with respect to the issuance or sale of such Covered Securities and acquires
less than 25% of any class, tranche or facility with respect to such Covered Securities, such Covered Securities shall not lose their status as “Excluded Securities” as a result of such issuance to such affiliated investment fund), (iv)
Covered Securities of the Company or its Subsidiaries to employees, advisors or consultants pursuant to an Approved Equity Plan or an employee incentive plan previously approved by the SLP Stockholders and the MD Stockholders, (v) securities by a
wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company, (vi) DTI Common Stock as a result of the exercise of any Company Stock Options or upon exercise, vesting or delivery of Company Awards, (vii)
Class C DTI Common Stock as a result of the conversion of any Class A DTI Common Stock, Class B DTI Common Stock or Class D DTI Common Stock pursuant to Article V of the Company’s Fourth Amended and Restated Certificate of Incorporation, (viii)
securities of any Subsidiary of the Company for so long as the equity securities of such Subsidiary are traded on a national securities exchange or substantially equivalent market and/or (ix) securities in connection with any stock split, stock
combination, stock dividend, distribution or recapitalization; provided, that in each such case, the Company shall have complied with its obligations in Section 3.3 to the extent applicable. 

“Executive Committee” has the meaning ascribed to such term in Section 3.1(c)(v)(A). 

“Exercising Stockholder” has the meaning ascribed to such term in Section 5.1(b)(i). 

“Fair Market Value” means, as of a given date, (i) with respect to cash, the value of such cash on such date, (ii) with
respect to Marketable Securities and any other securities that are immediately and freely tradeable on stock exchanges and over-the-counter markets, the average of the closing price of such securities on its principal exchange or over-the-counter
market for the ten (10) trading days immediately preceding such date and (iii) with respect to any other securities or other assets, the fair value per security of the applicable securities or assets as of such date on the basis of the sale of such
securities or assets in an arm’s-length private sale between a willing buyer and a willing seller, neither acting under compulsion, determined in good faith by MD (or, during the occurrence of a Disabling Event, the MD Stockholders) and the SLP
Stockholders. 
 “Group I Director” has the meaning ascribed to such term in the Organizational Documents of the Company
when used in the context of the Company or the Board of the Company. 

  
 9 








 “Group II Director” has the meaning ascribed to such term in the Organizational
Documents of the Company when used in the context of the Company or the Board of the Company. 
 “Group III Director” has
the meaning ascribed to such term in the Organizational Documents of the Company when used in the context of the Company or the Board of the Company. 

“Group I Director Nominee” has the meaning ascribed to such term in Section 3.1(c)(i)(A). 

“Group II Director Nominee” has the meaning ascribed to such term in Section 3.1(c)(i)(A). 

“Group III Director Nominee” has the meaning ascribed to such term in Section 3.1(c)(i)(C). 

“Immediate Family Members” means, with respect to any natural person (including MD), (i) such natural person’s spouse,
children (whether natural or adopted as minors), grandchildren or more remote descendants, siblings, spouse’s siblings and (ii) the lineal descendants of each of the persons described in the immediately preceding clause (i). 

“Indemnification Sources” has the meaning ascribed to such term in Section 8.2(b). 

“Indemnified Liabilities” has the meaning ascribed to such term in Section 8.2(a). 

“Indemnitee-Related Entities” means any exempted company, corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise (other than the Company, any Specified Subsidiary or the insurer under and pursuant to an insurance policy of the Company or any Specified Subsidiary) from whom an Indemnitee may be entitled to
indemnification or advancement of expenses with respect to which, in whole or in part, the Company or any Specified Subsidiary may also have an indemnification or advancement obligation. 

“Indemnitees” has the meaning ascribed to such term in Section 8.2(a). 

“Initial SLP Stockholders” means the SLP Stockholders, together with any of their Permitted Transferees to whom they
transferred or transfer Original Stock and/or DTI Common Stock. 
 “Initiating Drag-Along Seller” means any of (x) the MD
Stockholders (only for so long as the MD Stockholders beneficially own at least a majority of the outstanding DTI Common Stock) or (y) the MD Stockholders and the SLP Stockholders acting jointly. 

“Initiating Tag-Along Seller” means any of (i) the MD Stockholders, (ii) solely prior to an IPO, the MSD Partners
Stockholders and/or (iii) solely prior to an IPO, the SLP Stockholders. 

  
 10 








 “Interim Investors Agreement” means the Interim Investors Agreement, dated as of
February 5, 2013, as amended by Amendment No. 1 on August 2, 2013 and by Amendment No. 2 on September 23, 2013, by and among the Company, MD, the SLD Trust, MSD Partners, L.P. (formerly MSDC Management, L.P.), SLP III, SLP IV, SLTI III, and, for
purposes of certain specified sections therein, Michael S. Dell 2009 Gift Trust and Susan L. Dell 2009 Gift Trust, as amended, restated, modified or supplemented. 

“Intermediate” has the meaning ascribed to such term in the Preamble. 

“IPO” means the consummation of an initial underwritten public offering that is registered under the Securities Act of Class
C DTI Common Stock. 
 “IPO Efforts” has the meaning ascribed to such term in Section 4.7(a)(ii). 

“IRR” means, as of any date of determination, the discount rate at which the net present value of all of the Initial SLP
Stockholders’ investments in the Company and its Subsidiaries on and after the Original Closing Date (including, without limitation, in connection with the Original Merger and the Merger) to the date of determination and the Return to the
Initial SLP Stockholders through such time equals zero, calculated for each such date that an investment was made in the Company or its Subsidiaries from the actual date such investment was made and for any Return, from the date such Return was
received by the Initial SLP Stockholders. 
 “Joinder Agreement” means a joinder agreement substantially in the form of
Annex A-1 attached hereto. 
 “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without
limitation, any Indemnified Liabilities for which the Indemnitee shall be entitled to indemnification from both (i) the Company and/or any Specified Subsidiary pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related
Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or
the Organizational Documents of any Indemnitee-Related Entity, on the other hand. 
 “Management Stockholders Agreement”
means the Amended and Restated Management Stockholders Agreement, dated as of the date hereof, by and among the Company, the Management Stockholders party thereto, the Sponsor Stockholders party thereto and the other signatories thereto, as it may
be amended from time to time. 
 “Marketable Securities” means securities that (i) are traded on an Approved Exchange or
any successor thereto, (ii) are, at the time of consummation of the applicable transfer, registered, pursuant to an effective registration statement and will remain registered until such time as such securities can be sold by the holder thereof
pursuant to Rule 144 without any volume or manner of sale restrictions, (iii) are not subject to restrictions on transfer as a result of any applicable contractual provisions or by law (including the Securities Act) and (iv) the aggregate amount of
which securities received by a Stockholder (other than an MD Stockholder), collectively, with those received by its Affiliates, in any Tag-Along Sale or 

  
 11 








 
Qualified Sale Transaction do not constitute 10% or more of the issued and outstanding securities of such class on a pro forma basis after giving effect to such transaction. For the
purpose of this definition, Marketable Securities are deemed to have been received on the trading day immediately prior to (x) the date that such cash and/or Marketable Securities are received by the SLP Stockholders if not received in a Qualified
Sale Transaction or (y) if received in a Qualified Sale Transaction, the Applicable Date. 
 “Marketed Underwritten Shelf
Take-Down” has the meaning ascribed to such term in the Registration Rights Agreement. 
 “MD” has the meaning
ascribed to such term in the Preamble. 
 “MD Board Observer” has the meaning ascribed to such term in Section
3.1(c)(ii). 
 “MD Charitable Entity” means the Michael & Susan Dell Foundation and any other private foundation or
supporting organization (as defined in Section 509(a) of the Code) established and principally funded directly or indirectly by MD and/or his spouse.

“MD Co-Investor” has the meaning ascribed to such term in the Preamble. 

“MD Fiduciary” means any trustee of an inter vivos or testamentary trust appointed by MD. 

“MD IPO Notice” has the meaning ascribed to such term in Section 4.7(b)(i). 

“MD Post-IPO Director Nominee” has the meaning ascribed to such term in Section 3.1(e)(i). 

“MD Related Parties” means any or all of MD, the MD Stockholders, the MSD Partners Stockholders, any Permitted Transferee of
the MD Stockholders or the MSD Partners Stockholders, any Affiliate or family member of any of the foregoing and/or any business, entity or person which any of the foregoing controls, is controlled by or is under common control with;
provided, that neither the Company nor any of its Subsidiaries (including for this purpose VMware and its subsidiaries) shall be considered an “MD Related Party” regardless of the number of shares of DTI Common Stock beneficially
owned by the MD Stockholders. 
 “MD Stockholders” has the meaning ascribed to such term in the Preamble. 

“MD Subscription Agreement” has the meaning ascribed to such term in the Recitals. 

“Merger” has the meaning ascribed to such term in the Recitals. 

“Merger Agreement” has the meaning ascribed to such term in the Recitals. 

“Minimum Float IPO” means the consummation of an IPO on an Approved Exchange in which the number of shares of Class C DTI
Common Stock sold to the public equals or exceeds 10% of the outstanding DTI Common Stock calculated on a pro forma basis immediately following the consummation of such IPO. 

  
 12 








 “Minimum Return Requirement” means, with respect to the Initial SLP
Stockholders, a Return with respect to their aggregate equity investment on and after the Original Closing Date (including, without limitation, in connection with the Original Merger and the Merger) in the Company and its Subsidiaries through the
Anticipated Closing Date equal to or greater than both (i) two (2.0) multiplied by the SLP Invested Amount and (ii) the amount necessary to provide the Initial SLP Stockholders with an IRR of 20.0% on the SLP Invested Amount. Whether a proposed
Qualified Sale Transaction satisfies the Minimum Return Requirement will be determined as of the Applicable Date and for purposes of determining whether the Minimum Return Requirement has been satisfied, the Fair Market Value of any Marketable
Securities (A) received prior to the Applicable Date shall be determined as of the trading date immediately preceding the date on which they are received by the Initial SLP Stockholders and (B) to be received in the proposed Qualified Sale
Transaction shall be determined as of the Applicable Date. For purposes of determining the Minimum Return Requirement, for the avoidance of doubt, all payments received, reimbursed, or indemnified pursuant to this Agreement shall be disregarded
and shall not be considered payments received in respect of the Initial SLP Stockholders’ investment in the Company and its Subsidiaries. 

“MSD Partners” means MSD Partners, L.P. and its Affiliates (other than MD for so long as MD serves as the Chief Executive
Officer of the Company). 
 “MSD Partners Co-Investor” has the meaning ascribed to such term in the Preamble. 

“MSD Partners Stockholders” means collectively, (i) MSDC Denali Investors, L.P., a Delaware limited partnership
(“MSDC Denali Investors”) and MSDC Denali EIV, LLC, a Delaware limited liability company (“MSDC Denali EIV”), together with (ii) (A) their respective Permitted Transferees that acquire DTI Common Stock pursuant to
the terms of this Agreement and (B)(I) any Person or group of Affiliated Persons to whom the MSD Partners Stockholders and their respective Permitted Transferees have transferred, at substantially the same time, an aggregate number of shares of DTI
Common Stock greater than 50% of the outstanding shares of DTI Common Stock owned by the MSD Partners Stockholders immediately following the Closing (as adjusted for any stock split, stock dividend, reverse stock split or similar event occurring
after the Closing) and (II) any Permitted Transferees of such Persons specified in clause (I). 
 “MSD Partners Subscription
Agreement” has the meaning ascribed to such term in the Recitals. 
 “Negotiation Period” has the meaning ascribed
to such term in Section 4.2(b)(ii)(B). 
 “Organizational Documents” means, with respect to any Person, the articles
and/or memorandum of association, certificate of incorporation, certificate of organization, bylaws, partnership agreement, limited liability company agreement, operating agreement, certificate of formation, certificate of limited partnership and/or
other organizational or governing documents of such Person. 

  
 13 








 “Original Agreement” has the meaning ascribed to such term in the Preamble. 

“Original Closing” means the closing of the Original Merger pursuant to the Original Merger Agreement. 

“Original Closing Date” means October 29, 2013. 

“Original Merger” means the merger of Denali Acquiror and Dell pursuant to the Original Merger Agreement. 

“Original Merger Agreement” means that certain Agreement and Plan of Merger, dated as of February 5, 2013, between the
Company, Intermediate, Denali Acquiror and Dell, as amended by Amendment No. 1 on August 2, 2013 (as further amended, restated, supplemented or modified from time to time). 

“Original Stock” has the meaning ascribed to such term in the Recitals. 

“Participating Sellers” has the meaning ascribed to such term in Section 4.4(c). 

“Participation Closing” has the meaning ascribed to such term in Section 5.1(g). 

“Participation Eligible Stockholder” means (i) each Sponsor Stockholder and its Permitted Transferees that own DTI
Securities, (ii) each Co-Investor and its respective Permitted Transferees that own DTI Securities, (iii) each other Stockholder that, together with its Permitted Transferees, beneficially owns more than 5% of the outstanding shares of DTI Common
Stock and (iv) each other party to the Class C Stockholders Agreement that has participation rights with respect to a Post-Closing Issuance pursuant to Section 4.1 of the Class C Stockholders Agreement. 

“Participation Notice” has the meaning ascribed to such term in Section 5.1(a). 

“Participation Portion” means, for each Participation Eligible Stockholder, as of the date of the relevant Participation
Notice, the product of (i) the total number or aggregate principal amount of Participation Securities proposed to be issued by the Company or its Subsidiary, as applicable, in the Post-Closing Issuance as set forth in the Participation Notice and
(ii) a fraction, the numerator of which is the aggregate number of shares of DTI Common Stock (including shares of DTI Common Stock issuable upon exercise of warrants and upon exercise, vesting or delivery of Company Awards) owned by such
Participation Eligible Stockholder as of the date of the relevant Participation Notice and the denominator of which is the total number of shares of DTI Common Stock (including shares of DTI Common Stock issuable upon exercise of warrants and upon
exercise, vesting or delivery of Company Awards) held by all Participation Eligible Stockholders and any other Persons who have participation, pre-emptive or similar rights to purchase Covered Securities in such Post-Closing Issuance, in each case
as of the date of the relevant Participation Notice. 

  
 14 








 “Participation Securities” means the number of Covered Securities proposed to be
sold by the Company or any of its Subsidiaries. 
 “Permitted Transferee” means: 

(i) In the case of the MD Stockholders: 

(A) MD, SLD Trust or any Immediate Family Member of MD; 

(B) any MD Charitable Entity; 

(C) one or more trusts whose current beneficiaries are and will remain for so long as such trust holds DTI Securities, any of
(or any combination of) MD, one or more Immediate Family Members of MD or MD Charitable Entities; 
 (D) any corporation,
limited liability company, partnership or other entity wholly-owned by any one or more persons or entities described in clauses (i)(A), (i)(B) or (i)(C) of this definition of “Permitted Transferee”; or 

(E) from and after MD’s death, any recipient under MD’s will, any revocable trust established by MD that becomes
irrevocable upon MD’s death, or by the laws of descent and distribution; 
 provided, that: 

(1) in the case of any transfer of DTI Securities to a Permitted Transferee of MD during MD’s life, MD would have, after such transfer,
voting control in any capacity over a majority of the aggregate number of DTI Securities owned by the MD Stockholders and owned by the persons or entities described in clauses (i)(A), (i)(B), (i)(C) or (i)(D) of this definition of “Permitted
Transferee” as a result of transfers hereunder; 
 (2) any such transferee enters into a Joinder Agreement in the form of Annex
A-1 or in such other form and substance reasonably satisfactory to the SLP Stockholders; 
 (3) in the case of any transfer of DTI
Securities to a Permitted Transferee of MD after MD’s death to an individual or entity other than an (x) individual or entity described in clauses (i)(A), (i)(B), (i)(C) or (i)(D) of this definition of “Permitted Transferee” or (y) MD
Fiduciary, such DTI Securities shall not be deemed to be owned (beneficially or of record) by the MD Stockholders for purposes of Section 3.1; 

(4) in the case of any transfer of DTI Securities to a Permitted Transferee of MD that is a Person described in clauses (i)(A), (i)(B),
(i)(C) or (i)(D) of this definition of “Permitted Transferee” during MD’s life, such transfer is gratuitous; and 
 (5) MD
shall have a validly executed power-of-attorney designating an attorney-in-fact or agent, or with respect to any DTI Securities transferred to a trust revocable by MD, a MD Fiduciary, that is authorized to act on MD’s behalf with respect to all
rights held by MD relating to DTI Securities in the event that MD has become incapacitated. 

  
 15 








 For the avoidance of doubt, the foregoing clauses (i)(A) through (i)(E) of this definition of “Permitted
Transferee” are applicable only to transfers of DTI Securities by MD to his Permitted Transferees, do not apply to any other transfers of DTI Securities permitted under this Agreement, and shall not be applicable after the consummation of an
IPO. 
 (ii) In the case of the MSD Partners Stockholders, (A) any of its controlled Affiliates (other than portfolio
companies) or (B) an affiliated private equity fund of the MSD Partners Stockholders that remains such an Affiliate or affiliated private equity fund of such MSD Partners Stockholders; provided, that for the avoidance of doubt, except as set
forth in Section 4.1(a)(i), the MD Stockholders and Permitted Transferees of the MD Stockholders shall not be Permitted Transferees of any MSD Partners Stockholder. 

(iii) In the case of any other Stockholder (other than the MD Stockholders or the MSD Partners Stockholders) that is a
partnership, limited liability company or other entity, (A) any of its controlled Affiliates (other than portfolio companies) or (B) an affiliated private equity fund of such Stockholder that remains such an Affiliate or affiliated private equity
fund of such Stockholder. 
 For the avoidance of doubt, (x) each MD Stockholder will be a Permitted Transferee of each other MD Stockholder, (y) each MSD
Partners Stockholder will be a Permitted Transferee of each other MSD Partners Stockholder and (z) each SLP Stockholder will be a Permitted Transferee of each other SLP Stockholder. 

“Person” means an individual, any general partnership, limited partnership, limited liability company, corporation, trust,
business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity, or a
government or any agency or political subdivision thereof. 
 “Piggyback Registration” means an offering by the Company,
pursuant to, and in accordance with, Section 2.5 of the Registration Rights Agreement. 
 “Plan Assets Regulations” means
the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations as the same may be amended from time to time. 

“Post-Closing Issuance” means any issuance by the Company or any of its Subsidiaries prior to an IPO and after the date of
this Agreement of any Covered Securities to any Person (including any Stockholder or its Affiliates). 
 “Priority
Sell-Down” has the meaning ascribed to such term in the Registration Rights Agreement. 

  
 16 








 “Prospective Purchaser” has the meaning ascribed to such term in Section
5.1(a)(i). 
 “Qualified IPO” means a Minimum Float IPO in which the public offering price for Class C DTI Common Stock
in such IPO implies a Return to the Initial SLP Stockholders with respect to the SLP Invested Amount equal to at least the Minimum Return Requirement. The valuation of the Company for purposes of the immediately preceding sentence and the
implied Return to the Initial SLP Stockholders will each be determined (i) using the mid-point of the offering price range included in the last preliminary prospectus used during the “road show” immediately preceding such Minimum Float IPO
and (ii) assuming that each share of Class A DTI Common Stock, Class B DTI Common Stock, Class C DTI Common Stock and Class D DTI Common Stock are equal in value. 

“Qualified Sale Transaction” means any Sale Transaction (i) pursuant to which more than 50% of the DTI Common Stock and other
debt securities exercisable or exchangeable for, or convertible into DTI Common Stock, or any option, warrant or other right to acquire any DTI Common Stock or such debt securities of the Company will be acquired by a Person that is not an MD
Related Party, nor the Company or any Subsidiary of the Company, (ii) in respect of which each Stockholder other than the MD Stockholders has the right to participate in such Sale Transaction on the same terms as the MD Stockholders (including the
same purchase price per share equivalent of DTI Common Stock) and on the terms described in Section 4.4 or Section 4.5, as applicable, (iii) unless otherwise agreed by prior written consent of the SLP Stockholders, in which the SLP
Stockholders will receive consideration for their DTI Securities and any other securities acquired pursuant to the exercise of their participation rights (as contemplated in ARTICLE V) that consists entirely of cash and/or Marketable
Securities and (iv) unless otherwise agreed by prior written consent of the SLP Stockholders, in which the net proceeds of cash and Marketable Securities to be received by the Initial SLP Stockholders will, as of the Applicable Date, result in the
Minimum Return Requirement being satisfied. 
 “Reference Number” means ninety-eight million, one-hundred eighty-one
thousand, eight-hundred eighteen (98,181,818) shares of DTI Common Stock (as adjusted for any stock split, stock dividend, reverse stock split or similar event occurring after the Merger). 

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by
and among the Company, the Sponsor Stockholders and the other signatories party thereto, as the same may be amended, restated, supplemented or modified from time to time. 

“Related Party Transaction” means any agreement, contract, transaction, payment or arrangement between the Company or any of
its controlled Affiliates, on the one hand, and any MD Related Party or SLP Related Party, on the other hand, other than a single or series of related transactions on arm’s-length terms involving aggregate payment by or to the Company or its
Subsidiaries (including for the purposes of this definition, VMware and its subsidiaries) of less than $500,000; provided, however, that “Related Party Transaction” shall not include (i) the continuation of MD’s service
as Chairman and Chief Executive Officer, as contemplated herein, or the payment to any such persons of any compensation, bonus, incentive or benefits set forth in any employment agreement entered into with MD which has previously been approved in


  
 17 








 
writing by the SLP Stockholders, (ii) the entry into any Director Indemnification Agreements or any payment thereunder, or any payment under the advancement or indemnification provisions of the
Organizational Documents of the Company or its Subsidiaries or pursuant to this Agreement, (iii) a transfer of DTI Common Stock to a Permitted Transferee, (iv) (A) the purchase of goods or services from the Company or its Subsidiaries on
arm’s-length terms by any of MSD Capital, L.P., MSD Capital (Europe), LLP, MSD Partners, L.P., the SLP Stockholders, the Michael & Susan Dell Foundation, DFI Resources, L.L.C. and each of their respective Affiliates and, if applicable,
portfolio companies, and (B) payments for reimbursement of business travel expenses to XRS Holdings, LLC and Raptor Management LLC or their respective Affiliates not in excess in the aggregate for all such payments described in this subclause (B) of
$2,500,000 per fiscal year and/or (v) the purchase of goods or services by the Company or its Subsidiaries on arms-length terms from ValleyCrest Holding Co. and/or one or more of its Subsidiaries. For the avoidance of doubt, in addition to the
approval of the Audit Committee (or such other committee or subset of the Board, as applicable), if required, the payment of any discretionary bonus or other discretionary payments or amounts to any MD Related Parties (other than payments described
in the proviso of the immediately preceding sentence) shall require approval of the SLP Stockholders. 
 “Representatives”
means, with respect to any Person, such Person’s and its Affiliates’ respective directors, officers, employees, trustees, partners, members, stockholders, controlling persons, investment committee, financial advisors, attorneys,
consultants, valuators, accountants, agents and other representatives. 
 “Restricted Period” has the meaning ascribed to
such term in Section 4.2(a). 
 “Return” means, as of any date of determination, the sum of (i) all cash, (ii) the
Fair Market Value of all Marketable Securities (determined as of the trading date immediately preceding the date on which they are received by the Initial SLP Stockholders if not received in a Qualified Sale Transaction, or if received in a
Qualified Sale Transaction, the Applicable Date) and (iii) the Fair Market Value of all other securities or assets (determined as of the trading date immediately preceding the date on which they are received by the Initial SLP Stockholders), in each
such case, paid to or received by the Initial SLP Stockholders prior to such date pursuant to (A) any dividends or distributions of cash and/or Marketable Securities by the Company or its Subsidiaries to the Initial SLP Stockholders in respect of
their DTI Common Stock and/or equity securities of the Company’s Subsidiaries, (B) a transfer of equity securities of the Company and/or its Subsidiaries by the Initial SLP Stockholders to any Person, (C) a Qualified IPO and/or (D) a Qualified
Sale Transaction; provided, however, that in the case of a Qualified IPO or Qualified Sale Transaction, if the Initial SLP Stockholders retain any portion of their DTI Common Stock and/or equity securities of the Company’s
Subsidiaries following such Qualified IPO or Qualified Sale Transaction, the Fair Market Value of such portion immediately following such Qualified IPO or Qualified Sale Transaction, as applicable, (x) shall be deemed consideration paid to or
received by the Initial SLP Stockholders for purposes of calculating the “Return,” (y) in the case of a Qualified IPO, shall be based on the mid-point of the offering price range included in the last preliminary prospectus used during the
“road show” immediately preceding such Qualified IPO and (z) in the case of a Qualified Sale Transaction, shall be based on the per security price of such DTI Common Stock and/or equity securities of the Company’s Subsidiaries to be
transferred or sold in such Qualified Sale Transaction, assuming (1) full 

  
 18 








 
payment of all fees and expenses payable by or on behalf of the Company or its Subsidiaries to any Person in connection therewith, including to any financial advisors, consultants, accountants,
legal counsel and/or other advisors or representatives and/or otherwise payable and (2) no earn-out payments, contingent payments (other than, in the case of a Qualified Sale Transaction, payments contingent upon the satisfaction or waiver of
customary conditions to closing of such Qualified Sale Transaction), and/or deferred consideration, holdbacks and/or escrowed proceeds will be received by the Initial SLP Stockholders; provided, further, that notwithstanding anything
herein to the contrary and for the avoidance of doubt, (i) all payments received by the Initial SLP Stockholders, or reimbursed or indemnified pursuant to this Agreement, the Company’s Fourth Amended and Restated Certificate of Incorporation,
the Bylaws of the Company, the Class A Stockholders Agreement, the Class C Stockholders Agreement and the Management Stockholders Agreement, in each case, on account of the SLP Stockholders holding Securities shall be disregarded and shall not be
considered consideration paid to or received by the Initial SLP Stockholders for purposes of calculating the “Return” and (ii) in no event shall the reclassification of the Original Stock contemplated by the Recitals be deemed to have
resulted in any “Return.” 
 “Rule 144” means Rule 144 (or any successor provision) under the Securities Act, as
such provision is amended from time to time. 
 “Sale Transaction” means (i) any merger, consolidation, business
combination or amalgamation of the Company or any Specified Subsidiary with or into any Person, (ii) the sale of DTI Common Stock and/or other voting equity securities of the Company that represent (A) a majority of the DTI Common Stock on a
fully-diluted basis and/or (B) a majority of the aggregate voting power of the DTI Common Stock and/or (iii) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the Company and its
Subsidiaries’ assets (determined on a consolidated basis based on value) (including by means of merger, consolidation, other business combination, exclusive license, share exchange or other reorganization); provided, that in calculating the
aggregate voting power of the DTI Common Stock for the purpose of clause (ii) of this definition of “Sale Transaction,” the voting power attaching to any shares of Class A DTI Common Stock and/or Class B DTI Common Stock that will convert
into Class C DTI Common Stock in connection with such transaction shall be determined as if such conversion had already taken place; provided, further, that in each case, any transaction solely between and among the Company and/or its wholly-owned
Subsidiaries shall not be considered a Sale Transaction hereunder. 
 “SEC” means the U. S. Securities and Exchange
Commission or any successor agency. 
 “Securities” means any equity securities of the Company, including any Common Stock,
debt securities exercisable or exchangeable for, or convertible into equity securities of the Company, or any option, warrant or other right to acquire any such equity securities or debt securities of the Company. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated
pursuant thereto. 

  
 19 








 “Series A Stock” has the meaning ascribed to such term in the Recitals. 

“Series B Stock” has the meaning ascribed to such term in the Recitals. 

“Series C Stock” has the meaning ascribed to such term in the Recitals. 

“SLD Trust” has the meaning ascribed to such term in the Preamble. 

“SLP” means Silver Lake Management Company III, L.L.C., Silver Lake Management Company IV, L.L.C. and their respective
affiliated management companies and investment vehicles. 
 “SLP III” has the meaning ascribed to such term in the
Preamble. 
 “SLP IV” has the meaning ascribed to such term in the Preamble. 

“SLP Board Observer” has the meaning ascribed to such term in Section 3.1(c)(ii). 

“SLP Denali Co-Investor” has the meaning ascribed to such term in the Preamble. 

“SLP Implied Return” means a Return (i) assuming a sale of all DTI Securities held by the Initial SLP Stockholders based on
the initial public offering price in a Minimum Float IPO consummated by the Company in connection with an SLP IPO Notice and (ii) assuming that each share of Class A DTI Common Stock, Class B DTI Common Stock, Class C DTI Common Stock and Class D
DTI Common Stock are equal in value. 
 “SLP Invested Amount” means an amount equal to the aggregate investment by the
Initial SLP Stockholders (without duplication), on and after the Original Closing Date (including, without limitation, in connection with the Original Merger and the Merger) in the equity securities of the Company and its Subsidiaries. For
purposes of determining the SLP Invested Amount, all payments made by the SLP Stockholders for which they are subsequently reimbursed or indemnified pursuant to this Agreement or the SLP Subscription Agreement, or were subsequently reimbursed or
indemnified pursuant to the Original Agreement or the SLP Subscription Agreement, and for which they do not or did not purchase or acquire equity securities of the Company or its Subsidiaries, shall be disregarded and shall not be considered
payments made or investments in respect of the Initial SLP Stockholders’ investment in the Company and its Subsidiaries or their respective equity securities. 

“SLP IPO Notice” has the meaning ascribed to such term in Section 4.7(a)(i). 

“SLP Post-IPO Director Nominee” has the meaning ascribed to such term in Section 3.1(e)(i). 

“SLP Related Parties” means any or all of SLP III, SLTI III, SLP IV, SLTI IV, any SLP Stockholders, any Permitted Transferee
of the SLP Stockholders, any Group III Director that is a partner or member of SLP III or SLP IV or affiliated private equity funds, any Affiliate or family member of any of the foregoing and/or any business, entity or person which


  
 20 








 
any of the foregoing controls, is controlled by or is under common control with; provided, that neither the Company nor any of its Subsidiaries (including for this purpose VMware and its
subsidiaries) shall be considered an “SLP Related Party” regardless of the number of shares of DTI Common Stock beneficially owned by the SLP Stockholders. 

“SLP Stockholders” means, collectively, (i) Silver Lake Partners III, L.P., a Delaware limited partnership (“SLP
III”), Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”), Silver Lake Partners IV, L.P., a Delaware limited partnership (“SLP IV”), Silver Lake Technology Investors IV,
L.P., a Delaware limited partnership (“SLTI IV”), and SLP Denali Co-Invest, L.P., a Delaware limited partnership (“SLP Denali Co-Investor”), together with (ii) (A) their respective Permitted Transferees that acquire
DTI Common Stock pursuant to the terms of this Agreement and (B)(I) any Person or group of Affiliated Persons to whom the SLP Stockholders and their respective Permitted Transferees have transferred, at substantially the same time, an aggregate
number of shares of DTI Common Stock greater than 50% of the outstanding shares of DTI Common Stock owned by the SLP Stockholders immediately following the Closing (as adjusted for any stock split, stock dividend, reverse stock split or similar
event occurring after the Closing) and (II) any Permitted Transferees of such Persons specified in clause (I). 
 “SLP Subscription
Agreement” has the meaning ascribed to such term in the Recitals. 
 “SLTI III” has the meaning ascribed to such
term in the Preamble. 
 “SLTI IV” has the meaning ascribed to such term in the Preamble. 

“Specified Subsidiary” means any of (i) Intermediate, (ii) Dell, (iii) EMC, (iv) Denali Finance, (v) Dell International
(until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (vi) any successors and assigns of any of Intermediate, Dell, EMC, Denali Finance and Dell International (until such time as the MD Stockholders and the SLP
Stockholders otherwise agree), (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related
transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Company and any of the foregoing. 

“Sponsor Stockholders” has the meaning ascribed to such term in the Preamble. 

“Spousal Consent” has the meaning ascribed to such term in Section 2.1(g). 

“Stockholders” has the meaning ascribed to such term in the Preamble. 

“Subscription Agreements” means, collectively, the MD Subscription Agreement, the MSD Partners Subscription Agreement and the
SLP Subscription Agreement. 
 “Subsidiary” means, with respect to any Person, any entity of which (i) a majority of the
total voting power of shares of stock or equivalent ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, 

  
 21 








 
trustees or other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if no such governing body exists at such entity, a majority of the total voting power of shares of stock or equivalent ownership interests of the entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership,
association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing member or general
partner of such limited liability company, partnership, association or other business entity. Notwithstanding the foregoing, VMware and its Subsidiaries shall not be considered Subsidiaries of the Company and its Subsidiaries for so long as
VMware is not a direct or indirect wholly-owned subsidiary of the Company. 
 “Tag-Along Buyer” has the meaning ascribed to
such term in Section 4.4(a). 
 “Tag-Along Demand” has the meaning ascribed to such term in Section
4.4(c).
 “Tag-Along Participation Notice” has the meaning ascribed to such term in Section 4.4(b). 

“Tag-Along Sale” has the meaning ascribed to such term in Section 4.4(a). 

“Tag-Along Sale Notice” has the meaning ascribed to such term in Section 4.4(a). 

“Tag-Along Sale Percentage” has the meaning ascribed to such term in Section 4.4(a). 

“Tag-Along Sale Priority” has the meaning ascribed to such term in Section 4.4(c). 

“Tag-Along Sale Proration” has the meaning ascribed to such term in Section 4.4(c). 

“Tag-Along Sellers” has the meaning ascribed to such term in Section 4.4(b). 

“Tag-Along Shares” has the meaning ascribed to such term in Section 4.4(a). 

“Tax Representation Letter” has the meaning ascribed to such term in Section 6.5(a). 

“transfer” has the meaning ascribed to such term in Section 4.1(a). 

“Tracking Stock Policies” means the policies of the Company governing the relationship between the holders of DTI Common
Stock and the holders of the Class V Stock. 
 “Transfer Notice” has the meaning ascribed to such term in Section
4.2(b)(ii)(B). 

  
 22 








 “VCOC Investor” has the meaning ascribed to such term in Section 3.5(a).

 “VMware” means VMware, Inc., a Delaware corporation, together with its successors by merger or consolidation. 

“VMware Certificate” means the Amended and Restated Certificate of Incorporation of VMware. 

“wholly-owned subsidiary” means, with respect to any Person, any entity of which all of the shares of stock or equivalent
ownership interests (other than, with respect to non-U.S. subsidiaries, only to the extent legally required, de minimis ownership thereof by residents, natural persons or non-Affiliates) are owned by such Person or by one or more wholly-owned
subsidiaries of such Person. 
 Section 1.2. General Interpretive Principles. The name assigned to this Agreement and the section
captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer to
this Agreement as a whole, and references herein to Articles or Sections refer to Articles or Sections of this Agreement. For purposes of this Agreement, the words, “include,” “includes” and “including,” when used
herein, shall be deemed in each case to be followed by the words “without limitation.” The terms “dollars” and “$” shall mean United States dollars. For the avoidance of doubt, the parties hereto agree that
the exclusion of VMware and its subsidiaries from the definition of “Subsidiaries” is not intended to and shall not result in any change or adjustment to the calculation of the Return, SLP Implied Return or SLP Invested Amount with respect
to the DTI Securities or the amount of the Initial SLP Stockholders investments in the DTI Common Stock. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this
Agreement. Furthermore, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application to the parties hereto and is expressly waived.

ARTICLE II 

REPRESENTATIONS AND WARRANTIES 

Section 2.1. Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants
severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such
Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: 

(a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the
jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. 

  
 23 








 (b) Such Stockholder has the full power, authority and legal right to execute, deliver and
perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such
Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally. 
 (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her
obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party
or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. 
 (d)
No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. 

(e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably
be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. 

(f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter
into this Agreement or to perform its, his or her obligations hereunder. 
 (g) If such Stockholder is an individual and married, he or she
has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”). 

Section 2.2. Representations and Warranties of the MD Stockholders and the MSD Partners Stockholders. Each of the MD
Stockholders and each of the MSD Partners Stockholders represents and warrants severally and not jointly to each of the Stockholders that other than as set forth in this Agreement, the Management Stockholders Agreement, the Class A Stockholders
Agreement, the Class C Stockholders Agreement and/or the Registration Rights Agreement, there is no agreement, arrangement, or understanding between or among the MD Stockholders and their Affiliates, on the one hand, and the MSD Partners
Stockholders and their Affiliates, on the other hand, with respect to any DTI Common Stock or other DTI Securities of the Company and/or their respective investments in the Company and its Subsidiaries other than the MD Stockholders and/or one or
more of their Affiliates holding (i) a direct or indirect interest in the MSD Partners Stockholders and (ii) an interest in the general partner of MSDC Denali Investors and the managing member of MSDC Denali EIV. 

  
 24 








 ARTICLE III 

GOVERNANCE 
 Section 3.1.
Board of Directors of the Company.
 (a) Generally. The business and affairs of the Company shall be governed by the
Board. Pursuant to and in accordance with the Organizational Documents of the Company and this Section 3.1, actions or decisions by or on behalf of the Company (including, without limitation, all decisions to exercise any rights by or on
behalf of the Company pursuant to this Agreement, the Management Stockholders Agreement, the Class A Stockholders Agreement, the Class C Stockholders Agreement and the Registration Rights Agreement) shall be determined by the Board, unless the Board
delegates any of its powers to a committee thereof, any officer or any other Person from time to time (in each case subject to the terms of this Agreement and the Organizational Documents of the Company). 

(b) Initial Board Representation after Closing.

(i) Board Size. The size of the Company’s Board shall be determined in accordance with Article VI of the
Company’s Fourth Amended and Restated Certificate of Incorporation. 
 (ii) Initial Board. As of the date first
written above, the Board is comprised of (A) Ellen J. Kullman, William D. Green and David W. Dorman (each of whom is a Group I Director and a Group I Director Nominee), (B) Michael S. Dell (the Chief Executive Officer of the Company as of the date
hereof, who is a Group II Director and a Group II Director Nominee) and (C) Egon Durban and Simon Patterson (each of whom is a Group III Director and a Group III Director Nominee). Michael S. Dell will serve as the initial Chairman of the Board for
the initial term, in accordance with the Organizational Documents of the Company, after which the Chairman of the Board shall be determined in accordance with this Section 3.1 and in accordance with the Organizational Documents of the
Company. 
 (c) Board Designation Rights Prior to an IPO.

(i) Director Nominees. 

(A) Group I Director Nominees. Subject to Section 3.1(c)(i)(D), (x) the MD Stockholders, until a Designation
Rights Trigger Event has occurred with respect to the Class A DTI Common Stock, and the SLP Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class B DTI Common Stock, are hereby jointly entitled to nominate for
election as directors, three directors (who, if elected, shall each be designated a Group I Director); provided, that if the MD Stockholders and the SLP Stockholders acting reasonably and in good faith have failed to agree on three directors
to nominate for election as directors within ten (10) Business Days of any applicable deadline to do so, despite their reasonable best efforts, then (y) (1) until a Designation Rights Trigger Event has occurred with respect to the Class A DTI Common
Stock, the MD Stockholders, voting separately as a class, shall 

  
 25 








 
have the sole and exclusive right, and are hereby entitled, to nominate for election one Group I Director (who, if elected, shall be designated a Group I Director), (2) until a Designation Rights
Trigger Event has occurred with respect to the Class B DTI Common Stock, the SLP Stockholders, voting separately as a class, shall have the sole and exclusive right, and are hereby entitled, to nominate for election one Group I Director (who, if
elected, shall be designated a Group I Director) and (3) the MD Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class A DTI Common Stock, in consultation with the SLP Stockholders, until a Designation Rights
Trigger Event has occurred with respect to the Class B DTI Common Stock, shall have the sole and exclusive right, and are hereby entitled, to nominate for election one Group I Director (who, if elected, shall be designated a Group I Director) (each
such Person nominated in accordance with clause (x) or (y) hereof, a “Group I Director Nominee”); provided, that if the MD Stockholders and the SLP Stockholders agree under clause (x) above on (I) one director to nominate for
election as a director, only sub-clauses (y)(1) and (y)(2) shall apply or (II) two directors to nominate for election as directors, only sub-clause (y)(3) shall apply. Each Group I Director must (i) satisfy the independence requirements
under the current listing standards of the primary stock exchange on which the Class V Stock is listed, (ii) meet the financial literacy requirements of the listing standard of the primary stock exchange on which the Class V Stock will be listed,
and (iii) in each case, satisfy the corresponding rules and regulations of the SEC, including the requirements for audit committee membership set forth in Rule 10A-3 under the Exchange Act. 

(B) Group II Director Nominees. Subject to Section 3.1(c)(i)(D), until a Designation Rights Trigger Event has
occurred with respect to the Class A DTI Common Stock, the MD Stockholders, voting separately as a class, shall have the sole and exclusive right, and are hereby entitled, to nominate for election as directors up to three directors (each of whom, if
elected, shall be designated a Group II Director) (each such director nominee, a “Group II Director Nominee”); provided, that except as otherwise agreed in writing by the SLP Stockholders, until the earlier of an IPO or a
Disabling Event, (x) the MD Stockholders shall cause MD to be a Group II Director and a Group II Director Nominee and (y) the MD Stockholders shall not assign or transfer their right to designate any Group II Director and/or a Group II Director
Nominee to any Person except in connection with a transfer of all or a portion of the DTI Securities held by the MD Stockholders pursuant to a Qualified Sale Transaction as contemplated in Section 4.4. 

(C) Group III Director Nominees. Subject to Section 3.1(c)(i)(D), until a Designation Rights Trigger Event has
occurred with respect to the Class B DTI Common Stock, the SLP Stockholders, voting separately as a class, shall have the sole and exclusive right, and are hereby entitled, to nominate for election as directors up to three directors (each of whom,
if elected, shall be designated a Group III Director) (each such director nominee, a “Group III Director Nominee”); provided, that except as otherwise agreed in writing by the MD Stockholders, (x) the SLP Stockholders shall
cause each Group III Director at 

  
 26 








 
all times of such directors’ service to be a “Director” (or more senior investment professional) of the Silver Lake Partners Investment Team and (y) the SLP Stockholders shall not
assign or transfer their right to designate any Group III Director and/or a Group III Director Nominee to any Person except in connection with a transfer of a majority of the DTI Securities held by the SLP Stockholders in accordance with
ARTICLE IV. 
 (D) Additional Limitations on Director Nominees. No Group I Director Nominee, Group II Director
Nominee or Group III Director Nominee shall serve as a director of another company if such service on such other board would cause a violation of Section 8 of the U.S. Clayton Act, as amended, as a result of any business that the Company is engaged
in as of the date hereof, and the Stockholders, as applicable, shall cause any such director to resign from such other directorships or as a director of the Company. 

(ii) Board Observers. Until a Designation Rights Trigger Event has occurred with respect to the Class A DTI Common
Stock, the MD Stockholders shall be permitted to appoint, replace and remove one non-voting observer to the Board (an “MD Board Observer”) to attend any meetings of the Board or committees thereof (other than the Audit Committee and
the Capital Stock Committee). Until a Designation Rights Trigger Event has occurred with respect to the Class B DTI Common Stock, the SLP Stockholders shall be permitted to appoint, replace and remove one non-voting observer to the Board (an
“SLP Board Observer,” together with the MD Board Observer, “Board Observers”) to attend any meetings of the Board or committees thereof (other than the Audit Committee and the Capital Stock Committee). Board
Observers shall not have the right to vote on any matter and the attendance of the Board Observers shall not be required for purposes of taking any action at any meeting of the Board or for determining the existence of a quorum. The MD
Stockholders and the SLP Stockholders shall be entitled to replace any of their respective Board Observers designated by them at any time and from time to time. Notice of meetings of the Board or committee thereof shall be furnished (together
with all written materials to be provided to the Board or such committee, as applicable) to each Board Observer no later than, and using the same form of communication as, notice of meetings of the Board or such committee, as applicable, are
furnished to the members of the Board or such committee, as applicable, except to the extent the receipt of such materials would prevent the Company from asserting attorney-client privilege with respect to such materials. Any Board Observer may
be required by the Board or committee thereof, as applicable, to temporarily leave a meeting of the Board or such committee, as applicable, if the presence of such Board Observer at such time would prevent the Company from asserting attorney-client
privilege with respect to matters discussed before the Board or such committee, as applicable, at such time or if potentially sensitive or confidential business information is being discussed, including information that the Board or such committee
reasonably believes could represent a conflict of interest with the Board Observer. 
 (iii) Proxy and Voting
Agreement. From the date hereof until the consummation of an IPO: 
 (A) unless otherwise agreed to by the MD
Stockholders and the SLP Stockholders in writing, each Stockholder that is a party hereto hereby agrees, severally and not jointly, (I) to sign a written resolution voting all of such Person’s DTI Common Stock in favor of the Group I
Director Nominees or (II) at the Company’s annual meeting of stockholders and at any other meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, such Person shall, in each case to
the extent that its shares of DTI Common Stock are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, (A) appear at each such meeting or otherwise cause
all of the DTI Common Stock beneficially owned by such Person as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted), in person or by proxy, all of such
Person’s DTI Common Stock as of the applicable record date in favor of the Group I Director Nominees;

  
 27 








 (B) unless otherwise agreed to by the MD Stockholders in writing, each holder of
Class A DTI Common Stock that is a party hereto hereby agrees, severally and not jointly, (I) to sign a written resolution voting all of such Person’s DTI Common Stock in favor of the Group II Director Nominees or (II) at the
Company’s annual meeting of stockholders and at any other meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, such Person shall, in each case to the extent that its shares of
DTI Common Stock are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, (A) appear at each such meeting or otherwise cause all of the DTI Common Stock
beneficially owned by such Person as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted), in person or by proxy, all of such Person’s DTI Common Stock as of the
applicable record date in favor of the Group II Director Nominees;
 (C) unless otherwise agreed to by the SLP Stockholders
in writing, each holder of Class B DTI Common Stock that is a party hereto hereby agrees, severally and not jointly, (I) to sign a written resolution voting all of such Person’s DTI Common Stock in favor of the Group III Director Nominees
or (II) at the Company’s annual meeting of stockholders and at any other meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, such Person shall, in each case to the extent that
its shares of DTI Common Stock are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, (A) appear at each such meeting or otherwise cause all of the DTI
Common Stock beneficially owned by such Person as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted), in person or by proxy, all of such Person’s DTI Common
Stock as of the applicable record date in favor of the Group III Director Nominees; 

  
 28 








 (D) each Stockholder further agrees, severally and not jointly, to elect and,
during such period, take all actions necessary to effect a continuance in office of, a Board consisting solely of the following (subject to the other provisions of this Section 3.1 and the Company’s Fourth Amended and Restated
Certificate of Incorporation): (A) the Group I Director Nominees, (B) the Group II Director Nominees and (C) the Group III Director Nominees; and 

(E) each holder of Class A DTI Common Stock that is a party hereto hereby grants to the MD Stockholders or their designees an
irrevocable proxy coupled with an interest to vote his, her or its Class A DTI Common Stock in accordance with his, her or its agreements contained in this Section 3.1, which proxy will be valid and remain in effect until the MD Stockholders
are no longer entitled to nominate a Group I Director Nominee and/or a Group II Director Nominee in accordance with this Agreement and (2) each holder of Class B DTI Common Stock that is a party hereto hereby grants to the SLP Stockholders or their
designees an irrevocable proxy coupled with an interest to vote his, her or its Class B DTI Common Stock in accordance with his, her or its agreements contained in this Section 3.1, which proxy will be valid and remain in effect until
the SLP Stockholders are no longer entitled to nominate a Group I Director Nominee and/or a Group III Director Nominee in accordance with this Agreement. 

Further, for so long as the MD Stockholders have the right to nominate a Group I Director Nominee and/or a Group II Director Nominee for
election pursuant to this Agreement or the SLP Stockholders have the right to nominate a Group I Director Nominee and/or a Group III Director Nominee for election pursuant to this Agreement, in connection with each election of directors, the Company
shall nominate such Group I Director Nominee(s), Group II Director Nominee(s) and/or Group III Director Nominee(s), as the case may be, for election as a director as part of the slate of directors that is included in the proxy statement (or consent
solicitation or similar document) of the Company relating to the election of directors, and shall provide the highest level of support for the election of such nominees as it provides to any other individual standing for election as a director of
the Company as part of the Company’s slate of directors. 
 (iv) Chairman of Board; Chief Executive Officer.

(A) As long as (a) no IPO has occurred, (b) the number of shares of DTI Common Stock beneficially owned by the MD Stockholders
exceeds either (x) 35% of the issued and outstanding shares of DTI Common Stock or (y) the number of shares of DTI Common Stock beneficially owned by the SLP Stockholders and (c) no Disabling Event has occurred and is continuing, then (x) removal of
the Chief Executive Officer of the corporation shall require the approval of the holders of Class A DTI Common Stock, voting separately as a class, and (y) unless otherwise consented to by the holders of Class A DTI Common Stock, voting separately
as a class, the Chief Executive Officer of the corporation shall also serve as Chairman of the Board of Directors (provided the Chief Executive Officer is a director). 

(B) On and after an IPO, for so long as the SLP Stockholders beneficially own at least 5% of the outstanding DTI Common Stock
(without regard to voting power), following the occurrence and during the continuance of a Disabling Event the Company will not, without the prior written approval of SLP Stockholders, appoint a Chairman of the Board and/or Chief Executive Officer
(or officer performing similar functions) of the Company. 

  
 29 








 (v) Board Committees.

(A) Unless otherwise approved by a majority vote of each of the Class A DTI Common Stock and the Class B DTI Common Stock with
respect to which a Designation Rights Trigger Event has not previously occurred, in each case, voting separately as a class, the Board shall initially establish and maintain in effect at all times: 

(1) an executive committee comprised solely of Group II Directors and Group III Directors (the “Executive
Committee”). Each of the Group II Directors and the Group III Directors may designate one or more designees as members of the Executive Committee, however, (i) the Group II Directors who are members of the Executive Committee shall
have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group II Directors then have, relative to the total votes that the Group II
Directors and Group III Directors combined then have, with respect to the full Board and (ii) the Group III Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a
proportion of the total votes of the committee equal to the proportion of the total votes that the Group III Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the
full Board. The Executive Committee shall have the rights and powers set forth in Section 3.1(d) below; 
 (2) an
audit committee comprised solely of no fewer than three independent directors that are qualified as independent directors under applicable stock exchange rules and federal securities laws and regulations (the “Audit Committee”);

 (3) at the Board’s election, a compensation committee having such powers as may be designated by the Board (the
“Compensation Committee”); and 
 (4) a Capital Stock Committee. 

(B) The Board may establish other committees for any purpose and may expand the authorities or responsibilities of any
then-existing committee, including the Audit Committee, in accordance with the Organizational Documents of the Company and subject to receipt of the prior written consent of (x) the MD 

  
 30 








 
Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class A DTI Common Stock and (y) the SLP Stockholders, until a Designation Rights Trigger Event has
occurred with respect to the Class B DTI Common Stock.
 (C) (x) Until a Designation Rights Trigger Event has occurred
with respect to the Class A DTI Common Stock, all Board committees (other than the Audit Committee and the Capital Stock Committee) shall include at least one Group II Director and (y) until a Designation Rights Trigger Event has occurred with
respect to the Class B DTI Common Stock, all Board committees (other than the Audit Committee and the Capital Stock Committee) shall include at least one Group III Director.

(d) Executive Committee. Except to the extent otherwise agreed to in writing by (i) the MD Stockholders, so long as a Designation
Rights Trigger Event has not occurred with respect to the Class A DTI Common Stock, and (ii) the SLP Stockholders, so long as a Designation Rights Trigger Event has not occurred with respect to the Class B DTI Common Stock, the Executive Committee
shall have the following powers, responsibilities and authority, it being intended that with respect to the matters delegated by the Board to the Executive Committee, the Executive Committee shall exercise the full power, responsibility and
authority of the Board with respect to such matters: 
 (i) the review and approval of any acquisitions and dispositions by
the Company and any of its Subsidiaries, to the extent requiring approval of the Board and excluding dispositions of shares of Class V Stock or assets or liabilities attributed to the Class V Group (as such term is defined in the Company’s
Fourth Amended and Restated Certificate of Incorporation); 
 (ii) the review and approval of the annual budget and business
plan of the Company and its Subsidiaries; 
 (iii) the incurrence of indebtedness by the Company and or its Subsidiaries, to
the extent that such incurrence requires approval of the Board; 
 (iv) the entering into of material commercial agreements,
joint ventures and strategic alliances by the Company or its Subsidiaries, in each case to the extent requiring the approval of the Board; 

(v) the appointment, removal and compensation of senior executives of the Company or its Subsidiaries, other than equity
compensation and grants (which will be made either by the full Board or, if one is established, the Compensation Committee and/or a subcommittee thereof); 

(vi) the adoption of employee benefit plans by the Company or its Subsidiaries, to the extent that such action requires
approval of the Board; 
 (vii) the redemption or repurchase by the Company of DTI Common Stock; 

  
 31 








 (viii) the commencement and/or settlement by the Company or its Subsidiaries of
litigation, in each case to the extent such action requires the approval of the Board; and 
 (ix) any such other matters as
may be delegated by the Board to the Executive Committee. 
 For the sake of clarity, the foregoing, including any further delegation of
powers, responsibilities and authority to the Executive Committee, is in no way intended to limit, impact or otherwise affect the rights granted pursuant to Section 3.3(a) and Section 3.3(b) hereof. 

(e) Board Representation Following an IPO.

(i) Post-IPO Director Nominees. From and after an IPO, to the extent permitted by applicable law and the rules of the
Approved Exchange on which the Company’s equity securities are traded or listed, the Company agrees that, unless otherwise agreed to by the MD Stockholders and the SLP Stockholders, each of (i) the MD Stockholders, on the one hand, and (ii) the
SLP Stockholders, on the other hand, shall have the right to nominate at each meeting or action by written consent at which directors will be elected a number of individuals for election to the Board such that if such nominees are elected then the
aggregate number of nominees of the MD Stockholders or the SLP Stockholders (as applicable) serving on the Board will equal the product of the following (such individuals, the “MD Post-IPO Director Nominees” if nominated by the MD
Stockholders and the “SLP Post-IPO Director Nominees” if nominated by the SLP Stockholders): (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the MD
Stockholders or by the SLP Stockholders, as the case may be and (y) the number of directors then on the Board; provided, however, that such product shall be rounded up to the nearest whole number of directors. Notwithstanding the
foregoing, the MD Stockholders (for so long as the MD Stockholders collectively beneficially own at least 5% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company), on the one
hand, and/or the SLP Stockholders (for so long as the SLP Stockholders collectively beneficially own at least 5% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company), on the
other hand, shall have the right to nominate at least one individual for election to the Board. 
 (ii) Post-IPO
Support. For so long as the MD Stockholders have the right to nominate an MD Post-IPO Director Nominee for election pursuant to Section 3.1(e)(i) or the SLP Stockholders have the right to nominate an SLP Post-IPO Director Nominee for
election pursuant to Section 3.1(e)(i), in connection with each election of directors, each of the Company, and each of the Stockholders party to this Agreement, shall nominate such MD Post-IPO Director Nominee and/or SLP Post-IPO Director
Nominee, as the case may be, for election as a director as part of the slate of directors that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, and shall provide
the highest level of 

  
 32 








 
support for the election of such nominees as it provides to any other individual standing for election as a director of the Company. No Stockholder shall otherwise act, alone or in concert
with others, to seek to propose to the Company or any of its stockholders to nominate or support any Person as a director who is not an MD Post-IPO Director Nominee, SLP Post-IPO Director Nominee or otherwise nominated by the then incumbent
directors of the Company. Each Stockholder shall vote and provide such substantially comparable proxies as is set forth in Section 3.1(c)(iii)(C), mutatis mutandis, with respect to all of its voting securities of the Company in
favor of each MD Post-IPO Director Nominee and SLP Post-IPO Director Nominee nominated in accordance herewith, unless and to the extent that the SLP Stockholders may otherwise notify the other Stockholders or the Company (which shall promptly notify
the other Stockholders) that it has elected to terminate such arrangements as contemplated in this sentence. 
 (iii)
Post-IPO Director Replacements. In the event that any MD Post-IPO Director Nominee shall cease to serve as a director for any reason (other than the reduction in the right to nominate pursuant to Section 3.1(e)(i)), the MD Stockholders
shall have the right to nominate another MD Post-IPO Director Nominee to fill the vacancy resulting therefrom. In the event that any SLP Post-IPO Director Nominee shall cease to serve as a director for any reason (other than the reduction in
the right to nominate pursuant to Section 3.1(e)(i)), the SLP Stockholders shall have the right to nominate another SLP Post-IPO Director Nominee to fill the vacancy resulting therefrom. Additionally, (1) the MD Stockholders shall take
all actions, including voting any Securities, that may be required in order to elect any such MD Post-IPO Director Nominee or SLP Post-IPO Director Nominee so long as an MD Post-IPO Director Nominee is then serving on the Board and (2) the SLP
Stockholders shall take all actions, including voting any Securities, that may be required in order to elect any such MD Post-IPO Director Nominee or SLP Post-IPO Director Nominee so long as an SLP Post-IPO Director Nominee is then serving on the
Board. For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any MD Post-IPO Director Nominee or SLP Post-IPO Director Nominee shall not affect the right of the MD Stockholders or SLP
Stockholders, as the case may be, to nominate any MD Post-IPO Director Nominee or any SLP Post-IPO Director Nominee, as the case may be, for election pursuant to Section 3.1(e)(i) in connection with any future election of directors of the
Company. 
 (iv) Post-IPO Board Committees. (A) For so long as the MD Stockholders or the SLP Stockholders have the
right to nominate an MD Post-IPO Director Nominee or SLP Post-IPO Director Nominee, as the case may be, for election pursuant to Section 3.1(e)(i) and (B) to the extent permitted by applicable law and the rules of the Approved Exchange on
which the Company’s equity securities are traded or listed, the MD Stockholders and the SLP Stockholders, as the case may be, shall be entitled to have at least one of their applicable MD Post-IPO Director Nominees and SLP Post-IPO Director
Nominees, as the case may be, to the extent then serving on the Board, serve as a member of each committee of the Board (other than the Audit Committee and the Capital Stock Committee); provided, however, that if the Board shall
establish a committee to consider a proposed transaction between any Sponsor Stockholder (or any 

  
 33 








 
of its Affiliates), on the one hand, and the Company or any of its Subsidiaries (including for this purpose VMware and its subsidiaries), on the other hand, then the directors nominated by such
Sponsor Stockholder whose (or whose Affiliate’s) transaction is being considered by such committee may be excluded from participation in such committee (and for purposes of this proviso, the MSD Partners Stockholders, the MSD Partners
Co-Investors and their respective Permitted Transferees shall be deemed to be Affiliates of the MD Stockholders). 
 Section 3.2.
Specified Subsidiaries.
 (a) Additional Specified Subsidiaries. Each of the Company and the Specified Subsidiaries shall
cause any Subsidiary that (i) is not then a party to this Agreement and (ii) becomes, or otherwise satisfies the criteria of, a Specified Subsidiary, to promptly (and in any event, within five (5) Business Days) become party to this Agreement by
executing and delivering to the Company a Specified Subsidiary Joinder Agreement in the form attached hereto as Annex A-2, and to agree to be bound and shall be bound by all the terms and conditions of this Agreement as a “Specified
Subsidiary.” No later than one (1) Business Day following such execution, the Company shall deliver to each Sponsor Stockholder a notice thereof, together with a copy of such Specified Subsidiary Joinder Agreement. 

Section 3.3. Protective Provisions.

(a) Consultation Rights. Notwithstanding anything herein to the contrary, until the earlier of (1) the consummation of a Minimum
Float IPO or (2) the consummation of an IPO on an Approved Exchange that is approved by both (x) the MD Stockholders and (y) the SLP Stockholders, the Company shall not, and shall cause each Specified Subsidiary (including Dell and EMC) and/or their
respective Subsidiaries not to, directly or indirectly, take any of the following actions without advance consultation with (A) the MD Stockholders, in which any recommendations of the MD Stockholders are considered in good faith, until such time as
the aggregate number of shares of DTI Common Stock beneficially owned by the MD Stockholders is less than 50% of the Reference Number, and (B) the SLP Stockholders, in which any recommendations of the SLP Stockholders are considered in good faith,
until such time as the aggregate number of shares of DTI Common Stock beneficially owned by the SLP Stockholders is less than 50% of the Reference Number: 

(i) any hiring decisions with respect to or entry into, or material amendment of any employment agreement with respect to any
member of the “executive leadership team” of the Company or any of its Subsidiaries (or members of management of the Company or any of its Subsidiaries having substantially similar responsibilities and/or a comparable title as a member of
the “executive leadership team” of the Company or any of its Subsidiaries in effect on the date of this Agreement, it being agreed that the only members of management of the Company or any of its Subsidiaries having such responsibilities
or titles as of the date of this Agreement are the current members of the “executive leadership team”); and/or 

(ii) approving the annual budget for the Company and its Subsidiaries for the ensuing fiscal year, which shall, among other
things, include the line items and 

  
 34 








 
detail set forth on Exhibit A hereto (the “Annual Operating Plan”) and any material changes thereto or material deviations therefrom (which Annual Operating Plan must be
submitted to the Executive Committee, the SLP Stockholders and the MD Stockholders by the senior executives of the Company not less than 30 days prior to the beginning of each fiscal year). 

(b) Stockholder Consent Rights. Notwithstanding anything herein to the contrary, until the earlier of (1) the consummation of a
Minimum Float IPO or (2) the consummation of an IPO on an Approved Exchange that is approved by both (x) the MD Stockholders and (y) the SLP Stockholders, the Company shall not, and shall cause each Specified Subsidiary (including Dell and EMC)
and/or their respective Subsidiaries not to, directly or indirectly, take any of the following actions without the prior written approval of (A) the SLP Stockholders, until such time as the aggregate number of shares of DTI Common Stock beneficially
owned by the SLP Stockholders is less than 50% of the Reference number, and (B) the MD Stockholders, until such time as the aggregate number of shares of DTI Common Stock beneficially owned by the MD Stockholders is less than 50% of the Reference
Number: 
 (i) any amendment, modification, repeal or restatement to the Organizational Documents of the Company or any
Specified Subsidiary (excluding any amendment, modification, repeal or restatement to the Organizational Documents of any Specified Subsidiary entered into at or in connection with the Closing), other than an amendment to (A) increase the authorized
number of shares of any class of stock in connection with an issuance approved by the SLP Stockholders and the MD Stockholders (to the extent such Stockholders have such approval right), (B) modify the size or composition of the applicable Board
from that specified in the Company’s Fourth Amended and Restated Certificate of Incorporation (in the case of the Board of the Company) and/or (C) any amendment, modification, repeal or restatement that is ministerial or administrative in
nature and does not otherwise adversely affect the holders of shares of the Class A DTI Common Stock or the holders of shares of the Class B DTI Common Stock or the directors elected by such class of DTI Common Stock; 

(ii) the creation of, or delegation of authority to, any committee of any board of directors (other than the creation of the
Audit Committee, the Compensation Committee and/or the Capital Stock Committee as expressly provided in Section 3.1(c)(v)); 

(iii) (1) any acquisition of any Person, business, line of business or intellectual property portfolio (other than ordinary
course intellectual property licensing) (whether by merger, amalgamation, stock purchase, asset purchase, reorganization, consolidation, share exchange, business combination or otherwise), or any investment in any securities or indebtedness of any
Person (other than any then-existing wholly-owned Subsidiary of the Company and other than cash and cash equivalents and other than liquid investments in connection with ordinary course cash management and pension plan asset investment and similar
arrangements), including any joint venture or non-wholly-owned Subsidiary, for aggregate consideration payable by the Company or any of its Subsidiaries in all such transactions in excess of $500,000,000 in any calendar year period and/or (2) other
than in connection with an acquisition permitted by clause (1) of 

  
 35 








 
this Section 3.3(b)(iii), any creation, incorporation or formation of any non-wholly-owned Subsidiary, other than (i) any non-wholly-owned Subsidiary of the Company immediately after the
Closing and (ii) non-U.S. Subsidiaries only to the extent legally required, in jurisdictions which legally require de minimis ownership of equity securities by residents, natural persons or non-Affiliates; 

(iv) any transaction, commercial agreement or capital investment involving consideration payable, or committed to be paid, by
the Company or any of its Subsidiaries to any Person (other than the Company or any of its wholly-owned Subsidiaries) in excess of $500,000,000; 

(v) (1) any Sale Transaction that is not a Qualified Sale Transaction and/or (2) any sales, transfers or licenses of any
subsidiary, division, operation, business, line of business or intellectual property (other than intellectual property licensing in the ordinary course of business) or patent portfolio (whether by merger, amalgamation, stock sale, asset sale,
reorganization, consolidation, share exchange, business combination or otherwise), in each case, held by or of the Company or its Subsidiaries to any Person other than the Company and its wholly-owned Subsidiaries for aggregate consideration in all
such transactions in excess of $500,000,000 in any calendar-year period; 
 (vi) (1) voting to approve or providing any
consent as a holder of common stock or other securities of VMware to (A) any action under Article VI of the VMware Certificate, (B) any amendment to the VMware Certificate or the Amended and Restated Bylaws of VMware, (C) any sale, transfer, lease
or other disposition of all or substantially all of the assets of VMware or (D) any other action submitted to a vote of the VMware stockholders other than the ratification of the appointment of VMware’s independent auditors and the election of
directors (subject to the Company’s compliance with Section 6.10 hereof), (2) directly or indirectly transferring any equity securities, debt securities exercisable or exchangeable for, or convertible into, equity securities, or any
option, warrant or other right to acquire any such equity securities or debt securities, in each case, of VMware or (3) converting any Class B Common Stock of VMware into Class A Common Stock of VMware; 

(vii) (1) any incurrence, assumption or guarantee by the Company or its Subsidiaries of indebtedness, including for this
purpose, any receivables, warehouse, securitization or other facility or off-balance sheet financing, in excess of $500,000,000 in the aggregate for all such indebtedness and other financings, other than (w) indebtedness incurred on the Closing Date
to finance the Merger and related transactions and drawdowns in the ordinary course of business of the Company and its Subsidiaries under the revolving credit facility entered into at the Closing or the receivable facilities in existence on the date
of this Agreement or as permitted by this Section 3.3(b)(vi), (x) refinancing, renewal or replacement of indebtedness existing immediately after the Closing on substantially market terms at such time for borrowers of similar credit
quality and which would not cause the total outstanding principal amount of indebtedness for borrowed money of the Company and its Subsidiaries to increase immediately after giving effect to such transaction or series of transactions, (y)
indebtedness incurred for liquidity or global cash management purposes in the ordinary course of business, the 

  
 36 








 
repayment term of which does not exceed twelve (12) months and (z) ordinary course security deposits and customer or supplier arrangements (but, for the avoidance of doubt, not excluding
receivables facilities) and/or (2) any amendment, modification, restatement, termination or refinancing (other than as permitted by subclause (1)(x) of this Section 3.3(b)(vi)) of indebtedness existing immediately after the Closing or
such off-balance-sheet financing of the Company or its Subsidiaries existing immediately after the Closing; 
 (viii) (1) any
creation (including by merger, reclassification or otherwise) of any new class or series of, or any sale or issuance of, any equity securities, debt securities exercisable or exchangeable for, or convertible into, equity securities, or any option,
warrant or other right to acquire any such equity securities or debt securities, in each case, of the Company or any of its Subsidiaries, other than (x) issuances of equity securities of any direct or indirect Subsidiary of the Company to the
Company or a direct or indirect wholly-owned Subsidiary of the Company or (y) grants and issuances of stock options and/or equity incentive awards in accordance with an Approved Equity Plan, (2) the consummation of an IPO (other than a Minimum Float
IPO after October 29, 2018) or (3) any listing of equity securities of the Company or any of its Subsidiaries on any national securities exchange or substantially equivalent market (including any private Rule 144A market) (other than a listing of
(A) Class C DTI Common Stock on such exchange or market after October 29, 2018, so long as the number of shares of Class C DTI Common Stock so listed equals or exceeds 10% of the outstanding DTI Common Stock calculated on a pro forma basis following
such listing, and (B) Class V Stock on such exchange or market); 
 (ix) entering into, amending or terminating any Related
Party Transactions with any MD Related Party (with respect to the consent right of the SLP Stockholders) or any SLP Related Party (with respect to the consent right of the MD Stockholders); 

(x) (1) any redemptions, repurchases or other acquisitions by the Company or any of its Subsidiaries of any equity securities
of the Company (other than (a) repurchases of equity securities of employees of the Company or its Subsidiaries (other than MD) pursuant to the “put / call” provisions applicable to such securities (provided, that such provisions are
consistent with the terms set forth in an Approved Equity Plan or forms of agreements previously approved by each of the SLP Stockholders and the MD Stockholders) and/or (b) any withholding of equity securities to pay taxes or exercise prices, in
accordance with the terms of an Approved Equity Plan) and/or (2) any reclassification of any equity securities of the Company; 

(xi) any liquidation, dissolution or winding-up of the operations of the Company or any of its material Subsidiaries, and any
assignment for the benefit of creditors, consent to the appointment of a custodian, receiver, trustee or liquidator with similar powers or any filing or commencement of proceedings under bankruptcy or insolvency laws, in each case, with respect to
the Company or any of its material Subsidiaries; 

  
 37 








 (xii) (1) approve, enter into, adopt, terminate, amend or modify any employee
equity plan, other than administrative amendments or amendments required by applicable law and/or (2) granting, issuing or awarding any equity securities of the Company or any of its Subsidiaries to directors or members of the “executive
leadership team” of the Company or its Subsidiaries (or members of management of the Company or any of its Subsidiaries having substantially similar responsibilities and/or a comparable title as a member of the “executive leadership
team” of the Company or any of its Subsidiaries in effect at the Closing Date, it being agreed that the only members of management of the Company or any of its Subsidiaries having such responsibilities or titles at the Closing Date are the
current members of the “executive leadership team”) other than under an Approved Equity Plan or an equity plan previously approved by each of the SLP Stockholders and the MD Stockholders; 

(xiii) any settlement or compromise of any actual or threatened litigation, arbitration, audit, mediation or regulatory,
administrative or governmental investigation, inquiry or proceeding (A) that would result in a payment by the Company and/or its Subsidiaries in excess of $500,000,000, (B) that would impose a limitation on the operations of, or other equitable
remedy on, the Company or any of its Subsidiaries in each case that would reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole or (C) in which MD, any MD Stockholder or MSD Partners
Stockholder or any of their respective Permitted Transferees or family members has a material direct or indirect personal interest (other than as a stockholder of the Company); 

(xiv) entering into any agreement or arrangement that would (A) restrict the SLP Stockholders, the MD Stockholders, the holders
of shares of Class A DTI Common Stock or the holders of shares of Class B DTI Common Stock from having or exercising consent rights under this Agreement or the Company’s Fourth Amended and Restated Certificate of Incorporation and/or (B)
contain any non-solicitation, no hire or non-competition provision purporting to bind, limit or restrict any Stockholder or its Affiliates (other than the Company or its Subsidiaries). 

(c) Transferability of Protective Provisions. As contemplated in Section 9.9, the SLP Stockholders may transfer their rights set
forth in this Section 3.3, in whole but not in part, in connection with a transfer of a greater than a majority of the DTI Securities beneficially owned by the SLP Stockholders immediately following the Closing (as adjusted for any stock
split, stock dividend, reverse stock split or similar event occurring after the Closing) in accordance with ARTICLE IV. 
 Section
3.4. Additional Management Provisions. 
 (a) Notwithstanding anything herein to the contrary, the Company, each Specified Subsidiary
and each Stockholder acknowledges and agrees that (i) the Group II Directors may share confidential, non-public information about the Company, any Specified Subsidiary and their respective Subsidiaries (including any materials received in their
capacities as members of a Board or committee of the Company or any Specified Subsidiaries) with the MD Stockholders and the MSD Partners Stockholders and their respective Affiliates, in each 

  
 38 








 
case, on a confidential basis and (ii) the Group III Directors may share confidential, non-public information about the Company, any Specified Subsidiary and their respective Subsidiaries
(including any materials received in their capacities as members of a Board or committee of the Company or any Specified Subsidiaries) with the SLP Stockholders and their respective Affiliates, limited partners, members and direct and indirect
investors, in each case, on a confidential basis. 
 (b) Except (i) to the extent resulting from the rights granted under this Agreement,
the Management Stockholders Agreement, the Class A Stockholders Agreement, the Class C Stockholders Agreement and the Registration Rights Agreement, (ii) as required by applicable law and/or (iii) for any authority granted to an individual as an
officer or director of the Company or its Subsidiaries, no Stockholder (in its capacity as a Stockholder) shall have the authority to manage the business and affairs of the Company or its Subsidiaries or contract for or incur on behalf of the
Company or its Subsidiaries any debts, liabilities or obligations, and no such action of a Stockholder will be binding on the Company or its Subsidiaries. 

Section 3.5. VCOC Investors. 

(a) With respect to (X) each SLP Stockholder, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) each Affiliate thereof that
directly or indirectly has an interest in the Company, in each such case of (X) and (Y) that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC
Investor”), for so long as the VCOC Investor, directly or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be
exchanged), in each case, without limitation or prejudice of any the rights provided to the MD Stockholders or the SLP Stockholders hereunder, the Company shall, with respect to each such VCOC Investor: 

(i) provide such VCOC Investor or its designated representative with the following: 

(A) the information rights and the visitation rights set forth in Section 6.8(a)(i)(A), (B), (C)
and (F), Section 6.8(a)(ii), Section 6.8(a)(iv) and Section 6.8(b)(i)(B) of this Agreement; 

(B) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding
indebtedness of the Company or such Subsidiary to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company or such Subsidiary as soon
as available; and 
 (C) copies of all materials provided to the Board at substantially the same time as provided to the
members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary shall be entitled to exclude
portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; 

  
 39 








 provided that solely for purposes of Section 3.5(a)(i)(A), the obligation of the
Company to deliver the materials described in Section 6.8(a)(i)(B) and (C) pursuant to Section 3.5(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of the VCOC Investor (it being
understood that the designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the EDGAR system or any successor or
replacement system of the U.S. Securities and Exchange Commission; and 
 (ii) make appropriate officers of the Company and
its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the
business and affairs of the Company and its Subsidiaries. 
 (b) The Company agrees to consider, in good faith, the recommendations of each
VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. 

(c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any
Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.5. 

ARTICLE IV 
 TRANSFER
RESTRICTIONS 
 Section 4.1. General Restrictions on Transfers. 

(a) Generally. 

(i) No Stockholder may directly or indirectly, sell, exchange, assign, pledge, hypothecate, mortgage, gift or otherwise
transfer, dispose of or encumber, in each case, whether in its own right or by its representative and whether voluntary or involuntary or by operation of law (any of the foregoing, whether effected directly or indirectly (including by a direct or
indirect transfer of equity, ownership or economic interests, or options, warrants or other contractual rights to acquire an equity, ownership or economic interest, in any Stockholder), shall be deemed included in the term
“transfer” as used in this Agreement) any DTI Securities, or any legal, economic or beneficial interest in any DTI Securities, unless (i) such transfer of DTI Securities is made on the books and records of the Company and is in
compliance with the provisions of this ARTICLE IV and any other agreement applicable to the transfer of such DTI Securities), (ii) the transferee of such DTI Securities (if other than (A) the Company or another


  
 40 








 
Stockholder or (B) a transferee of DTI Securities pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to ARTICLE VII
hereof, executes and delivers to the Company a Joinder Agreement in the form attached hereto as Annex A-1 and (iii) in the case of a transfer of DTI Securities to a natural person, such natural person’s spouse executes and delivers to
the Company a Joinder Agreement in the form attached hereto as Annex A-1 and to the extent that the failure to execute and deliver a Spousal Consent could impair or adversely affect the obligations of the transferor or transferee set forth
herein, or otherwise could impair or adversely affect the enforceability of any provisions of this Agreement, executes and delivers a Spousal Consent in the form attached hereto as Annex B. Notwithstanding the foregoing, (1) it is
understood that a transfer of limited partnership interests, limited liability company interests or similar interests in any of the Sponsor Stockholders, any other private equity fund or any parent entity with respect to any such Sponsor Stockholder
or private equity fund shall not constitute a transfer for purposes of this Agreement so long as there is no change of control of such entity, and such entity (other than a Sponsor Stockholder or a Co-Investor party hereto) was not formed for the
purpose of acquiring a direct or indirect interest in DTI Securities of the Company, (2) the foregoing clause (1) is not intended to, and shall not permit, the transfer of any direct or indirect interest in any DTI Securities of the Company held by
an MSD Partners Stockholder or its direct or indirect equityholders to the MD Stockholders or their Affiliates or Permitted Transferees other than one or more acquisitions by an MD Stockholder or one or more of its Affiliates or Permitted
Transferees of direct or indirect interests in an MSD Partners Stockholder from an employee or investment professional of MSD Partners or any of its Affiliates in connection with the departure or termination of such employee or investment
professional from MSD Partners or such Affiliate; provided, that subject to the immediately succeeding clause (3), any DTI Securities acquired by an MD Stockholder or one or more of its Affiliates or Permitted Transferees pursuant to this
clause (2) shall be subject to the transfer restrictions in this ARTICLE IV if such DTI Securities are proposed to be subsequently transferred by such MD Stockholder, Affiliate or Permitted Transferee to any Person that is not an employee or
investment professional of MSD Partners or any of its Affiliates or Permitted Transferee of the MD Stockholders, (3) nothing herein prohibits MD Stockholders from having a direct or indirect interest in the MSD Partners Stockholders on the Closing
Date or from selling or transferring any interest in an MSD Partners Stockholder at any time following the Closing Date to an employee or investment professional of MSD Partners or any of its Affiliates and no such sale shall be deemed a
“transfer” hereunder and (4) (A) any conversion of Class A DTI Common Stock, Class B DTI Common Stock or Class D DTI Common Stock to Class C DTI Common Stock and/or (B) any redemption or reclassification of the Series A Stock or Series B
Stock as contemplated by the Company’s Fourth Amended and Restated Certificate of Incorporation shall not be deemed a “transfer” hereunder; provided, that in the case of clauses (2) and (3), at no time shall the MD
Stockholders, without the prior written consent of the SLP Stockholders, hold direct or indirect interests in the MSD Partners Stockholders representing more than 25% of the outstanding equity interests of the MSD Partners Stockholders in the
aggregate. 

  
 41 








 (ii) Any purported transfer of DTI Securities or any interest in any DTI
Securities by any Stockholder that is not in compliance with this Agreement shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its register of stockholders or otherwise any
change in record ownership of DTI Securities pursuant to any such transfer. 
 (iii) Prior to an IPO, the Company shall not
issue any DTI Securities upon original issue or reissue or otherwise dispose of any DTI Securities (other than DTI Securities registered under the Securities Act) unless the recipient or transferee of such DTI Securities (if other than a
Stockholder) shall agree to become a party to this Agreement pursuant to ARTICLE VII hereof or, to the extent such DTI Securities are issued pursuant to an employee plan or agreement with a Person other than an MD Stockholder, the
Management Stockholders Agreement pursuant to the terms thereof. 
 (b) Fees and Expenses. Except as otherwise provided herein or in
any other applicable agreement between a Stockholder (or any of its Affiliates) and the Company, any Stockholder that proposes to transfer DTI Securities in accordance with the terms and conditions hereof shall be responsible for any fees and
expenses incurred by the Company in connection with such transfer. 
 (c) Securities Law Acknowledgement. Each Stockholder
acknowledges that the DTI Common Stock has not been registered under the Securities Act and may not be transferred, except as otherwise provided herein, pursuant to an effective registration statement under the Securities Act or pursuant to an
exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any DTI Common Stock at any time if such action would (i) constitute a violation of any securities laws of any applicable jurisdiction or a
breach of the conditions to any exemption from registration of DTI Common Stock under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption
thereunder, (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time or (iii) be a non-exempt “prohibited transaction” under ERISA or Section 4975 of
the Code or cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. Each Stockholder
agrees it shall not be entitled to any certificate for any or all of the DTI Common Stock, unless the Board shall otherwise determine. 

(d) Legend.

(i) Each certificate (or book-entry share) evidencing DTI Common Stock shall bear the following restrictive legend, either as
an endorsement or on the face thereof: 
 THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE
IS RESTRICTED BY THE TERMS OF AN AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT, DATED AS OF SEPTEMBER 7, 2016, AS IT MAY BE AMENDED, MODIFIED OR 

  
 42 








 
SUPPLEMENTED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SUCH SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL
THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. 
 (ii) In the event that either or
both of the paragraphs in the restrictive legend set forth in Section 4.1(d)(i) has ceased to be applicable, the Company shall provide any Stockholder, or their respective transferees, at their request, without any expense to such
Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates (or evidence of book-entry share) for such DTI Securities of like tenor not bearing such paragraph(s) of the legend with respect to which
the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.1(d)(i) shall cease and terminate only upon the termination of this ARTICLE IV
with respect to the Stockholder holding such DTI Securities). 
 (e) No Other Proxies or Voting Agreements. No Stockholder shall
grant any proxy or enter into or agree to be bound by any voting trust with respect to any DTI Securities or enter into any agreements or arrangements of either kind with any person with respect to any DTI Securities inconsistent with the provisions
of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of DTI Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or
voting (if applicable) of any DTI Securities, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any DTI Securities
in any manner which is inconsistent with the provisions of this Agreement. 
 Section 4.2. Specified Restrictions on Transfers. 

(a) Restrictions on Transfers During Restricted Period. Subject to Section 4.2(c), until the earlier of (x)
October 29, 2018 and (y) the consummation of an IPO (and subject to any applicable lock-up or no transfer period in connection with such IPO) (the “Restricted Period”): 

(i) no Stockholder (including, for the avoidance of doubt, any Permitted Transferee of a Stockholder) may transfer any DTI
Securities without the prior written consent of each of the MD Stockholders and the SLP Stockholders, except transfers of DTI Securities: 

(A) in a Qualified Sale Transaction; 

  
 43 








 (B) pursuant to the “tag-along” rights of such Stockholder under
Section 4.4 in respect of (x) any transfer by the MD Stockholders or the MSD Partners Stockholders that has been approved in advance by the SLP Stockholders or (y) a Sale Transaction that either is a Qualified Sale Transaction or has
been approved by the SLP Stockholders; 
 (C) pursuant to the “drag-along” rights under Section 4.5 in
connection with a Qualified Sale Transaction (in each case, subject to the “tag-along” rights of the other Stockholders under Section 4.4); or 

(D) to a Permitted Transferee of such Stockholder. 

(b) Restrictions on Transfers After Restricted Period. Subject to Section 4.2(c) and Section 4.3, from and
after October 29, 2018 and prior to the consummation of an IPO (and subject to any applicable lock-up or no transfer period in connection with such IPO): 

(i) MD Stockholders. The MD Stockholders and their Permitted Transferees may only transfer their DTI Securities to the
same extent as such Persons were permitted to transfer DTI Securities during the Restricted Period (without taking into effect clause (x) of the definition thereof) as set forth in Section 4.2(a); provided, however, that:

 (A) the MD Stockholders and their Permitted Transferees shall be permitted, during such period from and after October 29,
2018, to transfer (in addition to any transfers of DTI Securities that would be permitted in the absence of this subclause (A)) in any twelve (12) month period up to a number of shares of DTI Common Stock equal to 5% of the number of shares of DTI
Common Stock held by the MD Stockholders and their Permitted Transferees immediately following the completion of the Merger (as adjusted for any stock split, stock dividend, reverse stock split or similar event occurring after the date of this
Agreement), subject to the “tag-along” rights of the other Stockholders as, and only to the extent, described in Section 4.4; and 

(B) from and after the occurrence of a Disabling Event (but, in the case of a Disability, MD, or MD’s power-of-attorney,
guardian or comparable person has irrevocably waived MD’s rights under Section 9.7 and ARTICLE III other than any rights that exist during the occurrence of a Disabling Event), the MD Stockholders and their Permitted
Transferees may freely transfer any DTI Securities, subject to the “tag-along” rights of the other Stockholders as described in Section 4.4. 

  
 44 








 (ii) MSD Partners Stockholders; SLP Stockholders. The MSD Partners
Stockholders and the SLP Stockholders and their respective Permitted Transferees may transfer any DTI Securities; provided, however, that: 

(A) such transfer of DTI Securities shall be subject to the “tag-along” rights of such other Stockholders as, and
only to the extent, described in Section 4.4; and 
 (B) prior to contacting or negotiating with potential
transferees or entering into any agreement with respect to such transfer of DTI Securities, such transferring Stockholder shall (1) provide written notice of its desire to transfer such DTI Securities to the MD Stockholders (a “Transfer
Notice”), (2) if the MD Stockholders provide such transferring Stockholder written notice of their desire to negotiate to purchase such DTI Securities within five (5) days of their receipt of such Transfer Notice, negotiate with the MD
Stockholders for a period of thirty (30) days commencing on the date of the MD Stockholders’ receipt of the applicable Transfer Notice (or such longer period as may be agreed to in writing by the MD Stockholders and the transferring
Stockholder) (such period, the “Negotiation Period”) with respect to the all-cash price per share that the MD Stockholders are prepared to pay to such transferring Stockholder to acquire such DTI Securities proposed to be
transferred by such transferring Stockholder and (3) not transfer or enter into any agreement to transfer such DTI Securities within 120 days after the end of the Negotiation Period to any third party for a per share price per DTI Security less than
the per share price per DTI Security, if any, irrevocably offered by the MD Stockholders in writing during the Negotiation Period (and if no definitive agreement with respect to such transfer has been entered into by such transferring Stockholder
within 120 days after the end of the Negotiation Period, this Section 4.2(b)(ii)(B) shall apply again to any subsequent transfer of such DTI Securities); provided, however, that if the MD Stockholders fail to (x) provide
notice to the transferring Stockholder of its desire to negotiate within five (5) days of its receipt of the Transfer Notice and/or (y) irrevocably offer in definitive form in writing to the transferring Stockholder an all-cash per share price which
it will pay for the acquisition of such DTI Securities within the Negotiation Period, then in each of the case of the foregoing clauses (x) and (y), such transferring Stockholder may sell its DTI Securities to a third party transferee for any price
during the 120-day period (provided, that if such transferring Stockholder has entered into a definitive agreement to effect a sale or transfer of its DTI Securities within 120 days after the end of the Negotiation Period, which sale or
transfer of DTI Securities or definitive agreement with respect thereto is subject to any governmental or regulatory approval, then such 120-day period shall be extended until the expiration of ten (10) days after all such approvals shall have been
received or obtained) following the last day of the five (5) day period referenced in the foregoing subclause (1) or the end of the Negotiation Period referenced in the foregoing subclause (2), as applicable (and if no definitive agreement with
respect to such transfer has been entered into by such transferring Stockholder within 120 days after the end of the Negotiation Period, this Section 4.2(b)(ii)(B) shall apply again to any subsequent transfer of


  
 45 








 
such DTI Securities); provided, further, that this Section 4.2(b)(ii)(B) shall not be applicable from and after the occurrence and during the continuation of a Disabling
Event. 
 (iii) MD Co-Investors. The MD Co-Investors and their Permitted Transferees may not transfer any DTI
Securities without the prior written consent of the MD Stockholders, except transfers of DTI Securities: 
 (A) in a
Qualified Sale Transaction; or 
 (B) pursuant to the “tag-along” rights of such Stockholder under
Section 4.4 in respect of (x) any transfer by the MD Stockholders or the MSD Partners Stockholders that has been approved by the SLP Stockholders or (y) any Qualified Sale Transaction. 

(iv) MSD Partners Co-Investors. The MSD Partners Co-Investors and their Permitted Transferees may not transfer any DTI
Securities without the prior written consent of the MSD Partners Stockholders, except transfers of DTI Securities: 
 (A) in
a Qualified Sale Transaction; or 
 (B) pursuant to the “tag-along” rights of such Stockholder under described in
Section 4.4 in respect of (x) any transfer by the MD Stockholders or the MSD Partners Stockholders that has been approved by the SLP Stockholders or (y) any Qualified Sale Transaction. 

(v) No Stockholder or any Permitted Transferee thereof may tender or otherwise transfer any DTI Securities pursuant to, under
or in respect of any liquidity or similar program established, maintained or offered for the benefit of or to the employees of the Company or its Subsidiaries.

(c) Additional Restrictions on Transfer. Notwithstanding anything herein to the contrary, prior to the consummation of an IPO, no
Stockholder may transfer any DTI Securities to any Person if: 
 (i) such Person is a Competitor; or 

(ii) such Person’s holding of any DTI Securities would, 

(A) cause a violation of applicable law or regulation with respect to foreign ownership controls; or 

(B) result in the termination of a material government contract of the Company or its Subsidiaries due to such Person being a
non-U.S. person or having non-U.S. ownership; provided, that in the case of this clause (B), (x) the Company has complied with the immediately succeeding sentence and (y) the Company and the Specified Subsidiaries shall have, and shall have
caused their respective Subsidiaries to have, previously taken reasonable mitigation efforts with respect to such Person that may be required by the applicable governmental entity to permit such Person to hold DTI Securities; 

  
 46 








 In the event that a Stockholder that desires to transfer DTI Securities notifies the Company thereof of such
intent and identifies to the Company the proposed transferee of such DTI Securities, (1) the Company shall promptly (and in any event, within five (5) Business Days) notify such Stockholder in writing whether the proposed transferee’s or
transferees’ holding of such DTI Securities would result in the termination of a material government contract of the Company or its Subsidiaries due to such Person being a non-U.S. person or having non-U.S. ownership, and the failure of the
Company to provide such a notice within such time period shall be deemed to be an irrevocable determination by the Company that the proposed transferee’s or transferees’ holding of such DTI Securities would not result in the termination of
a material government contract of the Company or its Subsidiaries due to such Person being a non-U.S. person or having non-U.S. ownership, (2) such Stockholder shall be entitled to conclusively rely upon any such determination by the Company for
purposes of this Agreement (including any failure of the Company to provide notice pursuant to the foregoing clause (1)) that the proposed transferee’s or transferees’ holding of such DTI Securities would not result in the termination of a
material government contract of the Company or its Subsidiaries due to such Person being a non-U.S. person or having non-U.S. ownership and (3) such Stockholder may transfer DTI Securities to any such transferee or transferees, subject to the other
provisions of this Agreement. 
 Section 4.3. Permitted Transfers. Notwithstanding anything to the contrary herein, each Stockholder
and its Permitted Transferees may transfer DTI Securities held by him, her or it to a Permitted Transferee of such Stockholder without complying with the provisions of this ARTICLE IV, other than Section 4.1; provided, that such
Permitted Transferee shall have executed and delivered to the Company a Joinder Agreement in the form attached hereto as Annex A-1 as contemplated in Section 4.1(a) and ARTICLE VII, or otherwise agreed with all parties hereto,
in a written instrument reasonably satisfactory to the MD Stockholders and the SLP Stockholders, that he, she or it will immediately convey record and beneficial ownership of all such DTI Securities and all rights and obligations hereunder to such
Stockholder or another Permitted Transferee of such Stockholder if, and immediately prior to such time that, he, she or it ceases to be a Permitted Transferee of such Stockholder. 

Section 4.4. Tag-Along Rights. 

(a) Subject to Section 4.4(h) and receipt of prior written approval of any applicable Stockholder as may be required pursuant to Section 4.1
and/or Section 4.2, (x) if any Initiating Tag-Along Seller proposes to transfer all or a portion of their DTI Securities to any Person (other than to a Permitted Transferee of such Initiating Tag-Along Seller) or (y) a Sale Transaction is entered
into by the MD Stockholders that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders (each of the transfers in the foregoing clauses (x) and (y), a “Tag-Along Sale”), then the Initiating Tag-Along Seller
shall give, or direct the Company to give and the Company shall so promptly give, written notice (a “Tag-Along Sale Notice”) of such proposed transfer to all Eligible Tag-Along Sellers with respect to such Tag-Along Sale at least fifteen
(15) days prior to each of the consummation of such proposed transfer and the delivery of a Tag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received
for such DTI 

  
 47 








 
Securities by such Initiating Tag-Along Seller, including any Additional Consideration received, (iii) the identity of the purchaser (the “Tag-Along Buyer”), (iv) a copy of all
definitive documents relating to such Tag-Along Sale, including all documents that the Eligible Tag-Along Seller would be required to execute in order to participate in such Tag-Along Sale and all other agreements or documents referred to, or
referenced, therein, (v) a detailed summary of all material terms and conditions of the proposed transfer, (vi) the fraction, expressed as a percentage, determined by dividing the number of DTI Securities to be purchased from the Initiating
Tag-Along Seller and its Permitted Transferees by the total number of DTI Securities held by the Initiating Tag-Along Seller and its Permitted Transferees (the “Tag-Along Sale Percentage”) and (vii) an invitation to each Eligible Tag-Along
Seller to irrevocably agree to include in the Tag-Along Sale up to a number of DTI Securities held by such Eligible Tag-Along Seller equal to the product of the total number of DTI Securities held by such Eligible Tag-Along Seller multiplied by the
Tag-Along Sale Percentage, subject to adjustment pursuant to the Tag-Along Sale Priority and the Tag-Along Sale Proration as contemplated in Section 4.4(c) (such amount of DTI Securities with respect to each Eligible Tag-Along Seller, such Eligible
Tag-Along Seller’s “Tag-Along Shares”). In the event that any MD Related Party directly or indirectly receives any compensation or other consideration or benefit arising out of or in connection with the applicable Tag-Along Sale
(other than any bona fide cash and/or equity compensation (whether in the form of an initial equity grant or otherwise) for service as an executive officer of the acquiring or surviving company or any of their Subsidiaries or, with respect to
MD Related Parties, any bona fide commercial arrangement that is not a “Related Party Transaction” because of the proviso of the definition thereof between an MD Related Party and the proposed Tag-Along Buyer or any of its Affiliates which
commercial arrangement has been binding and in full force and effect (or, in the absence of a binding legal arrangement, to the extent a course of dealing has been in place) for at least twelve (12) months prior to the date that the Tag-Along Sale
Notice is provided to the Eligible Tag-Along Seller) pursuant to any non-competition, non-solicitation, no-hire, or other arrangement separate from the transfer of the DTI Securities of the Company (“Additional Consideration”), the value
of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable
to the MD Stockholders in respect of their DTI Securities in such Tag-Along Sale and shall be reflected in the amount offered by the Tag-Along Buyer set forth in the applicable Tag-Along Sale Notice. In the event that more than one MD Stockholder,
more than one MSD Partners Stockholder or more than one SLP Stockholder, as the case may be, proposes to execute a Tag-Along Sale as an Initiating Tag-Along Seller, then all such transferring MD Stockholders, MSD Partners Stockholders and/or SLP
Stockholders, as the case may be, shall be treated as the Initiating Tag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders, MSD Partners Stockholders or SLP Stockholders, as the case may be, shall be aggregated
as set forth in Section 9.16, including for purposes of calculating the applicable Tag-Along Sale Percentage. Notwithstanding anything in this Section 4.4 to the contrary, but subject to Section 4.4(c), if the Initiating Tag-Along Seller is
transferring DTI Common Stock or vested in-the-money Company Stock Options in such Tag-Along Sale, each of the Eligible Tag-Along Sellers shall be entitled to transfer the same proportion of DTI Securities held by such Eligible Tag-Along Seller as
the proportion of the Initiating Tag-Along Seller’s DTI Common Stock and vested in-the-money Company Stock Options relative to the Initiating Tag-Along Seller’s total number of such DTI Securities that are being sold by the


  
 48 








 
Initiating Tag-Along Seller in such Tag-Along Sale. For the avoidance of doubt, no DTI Securities that are subject to any vesting or similar condition may be transferred prior to such time
as such DTI Securities have fully vested; provided, that it is understood that if such DTI Securities vest in connection with such Tag-Along Sale, such DTI Securities may be transferred in connection therewith in accordance with this Section
4.4.
 (b) Upon delivery of a Tag-Along Sale Notice, each Eligible Tag-Along Seller may elect to include all or a portion of such Eligible
Tag-Along Seller’s Tag-Along Shares in such Tag-Along Sale (Eligible Tag-Along Sellers who make such an election being an “Electing Tag-Along Seller” and, together with the Initiating Tag-Along Seller and all other Persons
(other than any Affiliates of the Initiating Tag-Along Seller) who otherwise are transferring, or have exercised a contractual or other right to transfer, DTI Securities in connection with such Tag-Along Sale, the “Tag-Along
Sellers”), at the same price per share equivalent of DTI Common Stock and pursuant to the same terms and conditions as agreed to by the Initiating Tag-Along Seller and otherwise in accordance with this Section 4.4, by sending an
irrevocable written notice (a “Tag-Along Participation Notice”) to the Initiating Tag-Along Seller within fifteen (15) days of the date the Tag-Along Sale Notice is received by such Eligible Tag-Along Seller, indicating such
Electing Tag-Along Seller’s irrevocable election, subject to Section 4.4(d), to include its Tag-Along Shares in the Tag-Along Sale and setting forth the number of Eligible Tag-Along Seller’s Tag-Along Shares it elects to
include. Following such fifteen (15) day period, each Electing Tag-Along Seller that has delivered a Tag-Along Participation Notice shall be entitled to sell to such proposed transferee, on the same terms and conditions as, and concurrently
with, the other Electing Tag-Along Sellers and the Initiating Tag-Along Seller, such Electing Tag-Along Seller’s Tag-Along Shares it elects to include, which terms and conditions have been set forth in the Tag-Along Sale Notice, subject to the
Tag-Along Sale Priority and the Tag-Along Sale Proration as contemplated in Section 4.4(c). Each Eligible Tag-Along Seller who does not deliver a Tag-Along Participation Notice within such fifteen (15) day period shall have waived and be
deemed to have waived all of such Eligible Tag-Along Seller’s rights with respect to such Tag-Along Sale. For the avoidance of doubt, it is understood that in order to be entitled to exercise its right to include Tag-Along Shares in a
Tag-Along Sale pursuant to this Section 4.4, each Electing Tag-Along Seller must agree to make the same representations and warranties, covenants, indemnities and agreements to the Tag-Along Buyer as made by the Initiating Tag-Along Seller
and any Electing Tag-Along Seller in connection with the Tag-Along Sale (and shall be subject to the same escrow or other holdback arrangements as such Persons so long as such escrows or other holdbacks are proportionately based on the amount of
consideration received for the sale of DTI Securities in such Tag-Along Sale transaction); provided, that: 
 (i) each
Electing Tag-Along Seller shall be entitled to receive its pro rata portion (based on the relative amount (and taking into account the per share equivalent of DTI Common Stock) of DTI Securities sold in such Tag-Along Sale transaction) of any
deferred consideration or indemnification payments relating to such Tag-Along Sale (provided, however, that, with respect to any unexercised Company Stock Options proposed to be transferred in such Tag-Along Sale by any Tag-Along
Seller, the per share consideration in respect thereof shall be reduced by the exercise price of such options or, if required pursuant to the terms of such options or such Tag-Along Sale, such Tag-Along Seller must exercise the relevant option and
transfer the relevant shares of DTI Common Stock (rather than the option) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise)); 

  
 49 








 (ii) the aggregate amount of liability of each Electing Tag-Along Seller shall
not exceed the proceeds received by such Electing Tag-Along Seller in such Tag-Along Sale; 
 (iii) all indemnification
obligations (other than with respect to the matters referenced in Section 4.4(b)(iv)) shall be on a several and not joint basis to the Tag-Along Sellers pro rata (based on the amount of consideration received by each Tag-Along Seller
in the Tag-Along Sale transaction); 
 (iv) no Electing Tag-Along Seller shall be responsible for any indemnification
obligations and/or liabilities (including through escrow or hold back arrangements) for (A) breaches or inaccuracies of representations and warranties made with respect to any other Tag-Along Seller’s (1) ownership of and title to DTI
Securities, (2) organization and authority or (3) conflicts and consents and any other matter concerning such other Person and/or (B) breaches of any covenant specifically relating to any other Tag-Along Seller; and 

(v) no Stockholders that have elected to be an Electing Tag-Along Seller shall be required in connection with such Tag-Along
Sale transaction to agree to (A) any employee, customer or other non-solicitation, no-hire or other similar provision, (B) any non-competition or similar restrictive covenant and/or (C) any term that purports to bind any portfolio company or
investment of any Electing Tag-Along Seller or any of their respective Affiliates.
 (c) Notwithstanding anything in this Section 4.4
to the contrary, if the Initiating Tag-Along Seller is any of the MD Stockholders (or, for the avoidance of doubt, any of their Permitted Transferees) and such Initiating Tag-Along Seller seeks to transfer DTI Common Stock representing a majority of
the DTI Common Stock beneficially owned by the MD Stockholders immediately following the Original Closing, then the number of Tag-Along Shares that an Eligible Tag-Along Seller may include in any Tag-Along Sale pursuant to this Section 4.4
shall be an amount equal to 100% of the equity securities in the Company, Dell and their respective Subsidiaries (excluding any shares of Class V Stock) held by such Eligible Tag-Along Seller (such right, the “Tag-Along Sale
Priority”). Further, in the event that Stockholders having the right to participate in a Tag-Along Sale (including the Initiating Tag-Along Seller, the “Participating Sellers”) have elected to include more DTI
Securities in the aggregate than the Tag-Along Buyer is willing to purchase (the “Tag-Along Demand”), the number of DTI Securities permitted to be sold by the Participating Sellers shall be reduced such that each Tag-Along Seller is
permitted to sell only its pro rata share of the Tag-Along Demand (in proportion to the number of DTI Securities held by each Participating Seller) (the “Tag-Along Sale Proration”); provided that, in a Tag-Along Sale subject
to Tag-Along Sale Priority rights, the number of DTI Securities to be sold by Participating Sellers with Tag-Along Sale Priority shall not be reduced. 

  
 50 








 (d) Notwithstanding the delivery of any Tag-Along Sale Notice, all determinations as to whether
to complete any Tag-Along Sale and as to the timing, manner, price and, subject to Section 4.4(b)(i) through (v), other terms and conditions of any such Tag-Along Sale shall be at the sole discretion of the Initiating Tag-Along Seller,
and none of the Initiating Tag-Along Seller, its Affiliates and their respective Representatives shall have any liability to any Electing Tag-Along Seller arising from, relating to or in connection with the pursuit, consummation, postponement,
abandonment or terms and conditions of any proposed Tag-Along Sale except to the extent such Initiating Tag-Along Seller failed to comply with the provisions of this Section 4.4; provided, that (i) if the Initiating Tag-Along Seller
agrees to amend, restate, modify or supplement the terms and/or conditions of the Tag-Along Sale after such time that any Stockholder has elected to be an Electing Tag-Along Seller in accordance with the terms of this Section 4.4, the
Initiating Tag-Along Seller shall promptly notify the Company and each Electing Tag-Along Seller of such amendment, restatement, modification and/or supplement and (ii) each such Electing Tag-Along Seller shall have the right to withdraw its
Tag-Along Participation Notice by delivering written notice of such withdrawal to the Initiating Tag-Along Seller within five (5) Business Days of the date of receipt of such notice from the Initiating Tag-Along Seller. 

(e) Notwithstanding anything in this Section 4.4 to the contrary, this Section 4.4 shall not apply to (i) any transfers of DTI
Securities to a Permitted Transferee of the transferring Stockholder, (ii) any transfers of DTI Securities pursuant to Section 4.5 and/or (iii) any transfer of DTI Common Stock in a registered public offering (whether in a Demand
Registration, Piggyback Registration, Marketed Underwritten Shelf Take-Down or otherwise), it being understood that participation rights in connection with transfers of DTI Common Stock in a registered public offering (whether in a Demand
Registration, Piggyback Registration, Marketed Underwritten Shelf Take-Down or otherwise) shall be governed by the terms of the Registration Rights Agreement. 

(f) All reasonable and documented out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and/or the Tag-Along Sellers in
connection with such Tag-Along Sale shall be allocated and borne on a pro rata basis by each Tag-Along Seller in accordance with the amount of consideration otherwise received by each Tag-Along Seller in such Tag-Along Sale. For the
avoidance of doubt, it is understood that this Section 4.4(f) shall not prevent any Tag-Along Sale to be structured in a manner such that some or all of the such costs and expenses result in a pro rata reduction in the consideration
received by the Tag-Along Sellers in such Tag-Along Sale.
 (g) Notwithstanding anything herein to the contrary, if the Initiating Tag-Along
Seller has not completed the proposed Tag-Along Sale within one hundred twenty (120) days following delivery of the Tag-Along Sale Notice in accordance with this Section 4.4, the Initiating Tag-Along Seller may not then effect such
proposed Tag-Along Sale without again complying with the provisions of this Section 4.4; provided, that if such proposed Tag-Along Sale is subject to, and conditioned on, one or more prior regulatory approvals, then such one hundred
twenty (120) day period shall be extended solely to the extent necessary until no later than the expiration of ten (10) days after all such approvals shall have been received. 

  
 51 








 (h) The “tag-along” rights described in this Section 4.4 shall survive an IPO
(and shall be exercisable by any Stockholder) in respect of a single or series of related transfers of DTI Securities by the MD Stockholders equal to 10% or more of the then outstanding DTI Common Stock to the same Person or “group”
(within the meaning of Section 13(d) of the Exchange Act) (other than a Permitted Transferee of the MD Stockholders) and shall automatically terminate upon, the earlier of (i) the 18-month anniversary of an IPO and (ii) such time following an IPO
that the MD Stockholders no longer beneficially own DTI Common Stock representing a majority of the DTI Common Stock beneficially owned by the MD Stockholders immediately following the Original Closing Date, provided, that in addition to any
other applicable provisions in this Section 4.4 (including the Tag-Along Sale Priority and the Tag-Along Sale Proration), such transfer of DTI Securities shall also be subject to the Priority Sell-Down pursuant to the Registration Rights
Agreement; provided, further, that any registered offering of DTI Securities shall be governed by the terms of the Registration Rights Agreement. 

Section 4.5. Drag-Along Rights. 

(a) Subject to Section 4.5(h), an Initiating Drag-Along Seller shall be entitled to give, or direct the Company to give and the Company
shall so promptly give, written notice (a “Drag-Along Sale Notice”) to the other Stockholders that such Initiating Drag-Along Seller or the Company has entered into a Qualified Sale Transaction (a “Drag-Along
Sale”), and that such Initiating Drag-Along Seller is requiring the other Stockholders (all Stockholders participating in a Drag-Along Sale pursuant to this Section 4.5, the “Dragged-Along Sellers,” and together with
the Initiating Drag-Along Seller and all other Persons (other than any Affiliates of the Initiating Drag-Along Seller) who otherwise are transferring, have a contractual obligation to transfer, or have exercised a contractual or other right to
transfer, DTI Securities in connection with such Drag-Along Sale, the “Drag-Along Sellers”) to participate, agree and take such actions reasonably necessary to sell in such Drag-Along Sale, on the same price per share equivalent of
DTI Common Stock, consideration, terms and conditions as the Initiating Drag-Along Seller and in the manner set forth in this Section 4.5, a number of DTI Securities held by such Dragged-Along Seller determined by multiplying (A) the number
of DTI Securities held by such Dragged-Along Seller at the time the Drag-Along Sale Notice for such Drag-Along Sale is given by (B) a fraction, expressed as a percentage, the numerator of which is the number of DTI Securities to be transferred by
the Initiating Drag-Along Seller and its Permitted Transferees in such Drag-Along Sale and the denominator of which is the total number of DTI Securities held at such time by the Initiating Drag-Along Seller and its Permitted Transferees (such
fraction, the “Drag-Along Sale Percentage”), subject to adjustment pursuant to the Drag-Along Sale Priority as contemplated in Section 4.5(c). The Drag-Along Sale Notice shall be delivered to all Dragged-Along Sellers at
least fifteen (15) days prior to each of the consummation of such Drag-Along Sale and the delivery of a Drag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration
to be received for such DTI Securities, including any Additional Consideration received, (iii) the identity of the other Person(s) party to the Drag-Along Sale, (iv) a detailed summary of all material terms and conditions of the proposed transfer,
(v) the Drag-Along Sale Percentage, (vi) the date of the anticipated completion of the proposed Drag-Along Sale (which date shall not be less than fifteen (15) days after the delivery of such notice) and (vii) any action or actions required of the
Dragged-Along Sellers in connection with the Drag-Along Sale. In the event that any MD Related Party directly or indirectly receives any Additional Consideration in connection with any 

  
 52 








 
Drag-Along Sale, the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders, not to be unreasonably withheld, conditioned or
delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Drag-Along Sale transaction and shall be reflected in the amount offered by the proposed transferee set
forth in the applicable Drag-Along Sale Notice. In the event that more than one MD Stockholder and/or more than one SLP Stockholder is the Initiating Drag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the
case may be, shall be treated as the Initiating Drag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders and/or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 9.16,
including for purposes of calculating the applicable Drag-Along Sale Percentage. Notwithstanding anything in this Section 4.5 to the contrary, but subject to Section 4.5(c), if the MD Stockholders and the MSD Partners Stockholders
are transferring some, but not all of their DTI Common Stock or vested in-the-money Company Stock Options in any Drag-Along Sale, each of the other Stockholders shall be entitled to transfer the same proportion of DTI Common Stock held by it as the
proportion, in the aggregate, of the MD Stockholders’ and the MSD Partners Stockholders’ DTI Common Stock and vested in-the-money Company Stock Options (relative to the MD Stockholders’ and the MSD Partners Stockholders’ total
number of such DTI Securities) that are being sold by the MD Stockholders and the MSD Partners Stockholders in such Drag-Along Sale. For the avoidance of doubt, no DTI Securities that are subject to any vesting or similar condition may be
transferred prior to such time as such DTI Securities have fully vested; provided, that it is understood that if such DTI Securities vest in connection with such Drag-Along Sale, such DTI Securities shall be required to be transferred in
connection therewith in accordance with this Section 4.5. 
 (b) Upon delivery of a Drag-Along Sale Notice, all Dragged-Along
Sellers participating in a Drag-Along Sale pursuant to this Section 4.5 shall be required to agree to make the same representations, warranties, covenants, indemnities and agreements as the applicable Initiating Drag-Along Seller and all
other Drag-Along Sellers in such Drag-Along Sale (and shall be subject to the same escrow or other holdback arrangements as such Persons so long as such escrows or other holdbacks are proportionately based on the amount of consideration received for
the sale of DTI Securities in such Drag-Along Sale transaction); provided, that: 
 (i) each Dragged-Along Seller
shall be entitled to receive its pro rata portion (based on the relative amount (and taking into account the per share equivalent of DTI Common Stock) of DTI Securities sold in such Drag-Along Sale transaction) of any deferred consideration
or indemnification payments relating to such Drag-Along Sale transaction (provided, however, that, with respect to any unexercised Company Stock Options proposed to be transferred in such Drag-Along Sale by any Drag-Along Seller, the
per share consideration in respect thereof shall be reduced by the exercise price of such options or, if required pursuant to the terms of such options or such Drag-Along Sale, such Drag-Along Seller must exercise the relevant option and transfer
the relevant shares of DTI Common Stock (rather than the option) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise)); 

  
 53 








 (ii) the aggregate amount of liability of each Dragged-Along Seller shall not
exceed the proceeds received by such Dragged-Along Seller in such Drag-Along Sale; 
 (iii) all indemnification obligations
(other than with respect to the matters referenced in Section 4.5(b)(iv)) shall be on a several and not joint basis to the Drag-Along Sellers pro rata (based on the amount of consideration received by each Drag-Along Seller in the
Drag-Along Sale transaction); 
 (iv) no Dragged-Along Seller shall be responsible for any indemnification obligations and/or
liabilities (including through escrow or hold back arrangements) for (A) breaches or inaccuracies of representations and warranties made with respect to any other Drag-Along Seller’s (1) ownership of and title to equity securities, (2)
organization and authority or (3) conflicts and consents and any other matter concerning such other Person and/or (B) breaches of any covenant specifically relating to any other Drag-Along Sellers; and 

(v) no Dragged-Along Seller shall be required in connection with such Drag-Along Sale transaction to agree to (A) any employee,
customer or other non-solicitation, no-hire or other similar provision, (B) any non-competition or similar restrictive covenant and/or (C) any term that purports to bind any portfolio company or investment of any a Dragged-Along Seller or any of
their respective Affiliates.
 (c) Notwithstanding anything in this Section 4.5 to the contrary, (i) if a Drag-Along Sale is
structured or otherwise effected (A) such that less than 100% of the DTI Securities are being transferred or (B) as a sale of less than all of the assets of the DTI Group (as defined in the Company’s Fourth Amended and Restated Certificate of
Incorporation), each Stockholder (other than any MD Stockholder) shall have the option of selling in such Drag-Along Sale 100% of the equity securities of the Company, Dell and their respective Subsidiaries held by such Stockholder (excluding any
shares of Class V Stock) on the same terms and conditions as applicable to other DTI Securities being sold in such Drag-Along Sale (such right, the “Drag-Along Sale Priority”) and (ii) in the event that in connection with a
Drag-Along Sale, MD, the MD Stockholders, the MSD Partners Stockholders or their Permitted Transferees, Affiliates or family members that beneficially own DTI Securities, roll over or exchange (or are entitled to roll over or exchange) all or a
portion of such DTI Securities in such Drag-Along Sale, they shall only be permitted to do so if the other Stockholders are permitted, but not required, to roll over a pro rata portion of their DTI Securities at the same price per DTI
Security and with the same rights and preferences related thereto (other than differences in governance rights attributable to the size of such Person’s post-Drag-Along Sale ownership). 

(d) In connection with a Drag-Along Sale, at the request of the Initiating Drag-Along Seller or the Company (at the direction of the
Initiating Drag-Along Seller), each Drag-Along Seller shall, subject to the limitations set forth in Section 4.5(b): 

(i) (A) sign a written resolution voting all of such Dragged-Along Seller’s voting DTI Securities in favor of such
Drag-Along Sale (if such a vote is required) or (B) at the Company’s annual meeting of stockholders or at any other meeting 

  
 54 








 
of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, in each case to the extent that such Dragged-Along Seller’s DTI Securities are
entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, (x) appear at each meeting of stockholders or otherwise cause all of the voting DTI Securities
beneficially owned by such Dragged-Along Seller as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (y) vote (or cause to be voted), in person or by proxy, all of such Dragged-Along
Seller’s voting DTI Securities as of the applicable record date in favor of such Drag-Along Sale (if such a vote is required); and 

(ii) take or cause to be taken all such actions as are reasonably required or necessary in order to facilitate and consummate
expeditiously such Drag-Along Sale pursuant to this Section 4.5, including (A) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments and (B) filing applications, reports, returns,
filings and other documents or instruments with governmental authorities. 
 (e) Notwithstanding the delivery of any Drag-Along Sale Notice,
all determinations as to whether to complete any Drag-Along Sale and as to the timing, manner, price and, subject to Section 4.5(b)(i) through (v), other terms and conditions of any such Drag-Along Sale shall be at the sole discretion
of the Initiating Drag-Along Seller, and none of the Initiating Drag-Along Seller, its Affiliates and their respective Representatives shall have any liability to any Dragged-Along Seller arising from, relating to or in connection with the pursuit,
consummation, postponement, abandonment or terms and conditions of any proposed Drag-Along Sale except to the extent such Initiating Drag-Along Seller failed to comply with the provisions of this Section 4.5; provided, that (i) if
the Initiating Drag-Along Seller agrees to amend, restate, modify or supplement the terms and/or conditions of the Drag-Along Sale after such time that the Drag-Along Sale Notice has been delivered to the Dragged-Along Sellers in accordance with the
terms of this Section 4.5, the Initiating Drag-Along Seller shall promptly notify the Company and cause to be delivered to each Dragged-Along Seller a revised Drag-Along Sale Notice containing all of the items required of a Drag-Along
Sale Notice as set forth in Section 4.5(a) at least fifteen (15) days prior to the consummation of such Drag-Along Sale. 
 (f)
All reasonable and documented out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and/or any of the Sponsor Stockholders and their Permitted Transferees in connection with a Drag-Along Sale shall either be (i) borne in full by
the Company or (ii) allocated and borne on a pro rata basis by each Drag-Along Seller in accordance with the amount of consideration otherwise received by each Drag-Along Seller in such Drag-Along Sale. For the avoidance of doubt, it is
understood that this Section 4.5(f) shall not prevent any Drag-Along Sale to be structured in a manner such that some or all of the such costs and expenses result in a pro rata reduction in the consideration received by the
Drag-Along Sellers in such Drag-Along Sale.
 (g) Notwithstanding anything herein to the contrary, if the Initiating Drag-Along Seller has
not completed the proposed Drag-Along Sale within one hundred eighty (180) days following delivery of the Drag-Along Sale Notice in accordance with this Section 4.5, then 

  
 55 








 
such Drag-Along Sale Notice shall be null and void, each Dragged-Along Seller shall be released from its obligations under such Drag-Along Sale Notice and it shall be necessary for a separate
Drag-Along Sale Notice to be furnished by the Initiating Drag-Along Seller, and the other terms and provisions of this Section 4.5 separately complied with, in order to consummate such Drag-Along Sale pursuant to this Section 4.5;
provided, that if such proposed Drag-Along Sale is subject to, and conditioned on, one or more prior regulatory approvals, then such one hundred eighty (180) day period shall be extended solely to the extent necessary until no later than the
expiration of ten (10) days after all such approvals shall have been received. 
 (h) This Section 4.5 automatically terminates
without any further action upon an IPO. 
 Section 4.6. Diligence Access and Cooperation. The Company agrees to provide, and
shall cause its Subsidiaries and controlled Affiliates and its and their respective officers, employees, financial advisors, attorneys, accountants, consultants, agents and other representatives to provide, such cooperation as may reasonably be
requested (including with respect to timeliness) in connection with and to assist in the structuring and/or facilitation of any sale or transfer of DTI Securities by any Sponsor Stockholder, Co-Investor and/or their respective Permitted Transferees
permitted by this ARTICLE IV, including Section 4.5. Such reasonable cooperation will include (a) participation in meetings, drafting sessions and due diligence sessions, (b) access to the properties, facilities, material
contracts and books and records, including financial statements, projections and accountants’ work papers, (c) access to the officers, management, employees, financial advisors, attorneys, accountants, consultants, agents and other
representatives of the Company and its Subsidiaries as may be required or requested in connection with such transaction, (d) promptly furnishing to the transferor, any Initiating Drag-Along Seller (if applicable), transferee or acquiror and its or
their advisors and representatives financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by the transferor or Initiating Drag-Along Seller (if applicable) and (e) assisting the transferor
or Initiating Drag-Along Seller (if applicable) and their advisors and/or representatives in the preparation and execution of any documents in connection with such transfer or sale, each of subclauses (a) through (e) to the extent reasonably
requested and required for such sale or transfer or Drag-Along Sale (if applicable) to be effectuated. Prior to the Company, its Subsidiaries or its or their respective officers, employees, financial advisors, attorneys, accountants,
consultants, agents and other representatives providing any confidential information to a third party as contemplated in this Section 4.6, such third party shall be required to execute a confidentiality agreement as provided for in Section
6.3(c)(ii). 
 Section 4.7. IPO Rights. 

(a) SLP Stockholders IPO Right. 

(i) IPO Notice. If at any time the SLP Stockholders determine in good faith that the Company could consummate a
Minimum Float IPO in which the Initial SLP Stockholders will be able to receive an SLP Implied Return with respect to their aggregate equity investment on and after the Original Closing Date in the Company and its Subsidiaries of an amount equal to
at least: 
 (A) 1.8 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the
Original Closing Date in the equity of the DTI Group if such Minimum Float IPO is consummated prior to October 29, 2016; 

  
 56 








 (B) 2.1 times the aggregate investment by the Initial SLP Stockholders (without
duplication) on and after the Original Closing Date in the equity of the DTI Group if such Minimum Float IPO is consummated on or after October 29, 2016 and prior to October 29, 2017; or 

(C) 2.3 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing
Date in the equity of the DTI Group if such Minimum Float IPO is consummated on or after October 29, 2017 and prior to October 29, 2018 (such implied returns contemplated in clauses (A) through (D), the “Applicable IPO Return,”
which, for the avoidance of doubt, shall be measured as of the date of the SLP IPO Notice); and/or 
 (D) (x) on or
after October 29, 2018 or (y) upon the occurrence and during the continuation of a Disabling Event, no minimum implied return or amount shall be applicable (provided, that if the Disabling Event is a Disability of MD, then this subclause (y)
shall cease to apply upon the cessation of such Disabling Event; provided, further, that so long as the SLP Stockholders have delivered an SLP IPO Notice during the continuation of a Disabling Event, then the Company shall proceed with
a Minimum Float IPO), 
 then the SLP Stockholders may provide written notice to the Company requesting that the Company commence a Minimum
Float IPO (such notice, an “SLP IPO Notice”). 
 (ii) Reasonable Best Efforts. Upon receipt of
an SLP IPO Notice, the Company and the Stockholders shall each use their respective reasonable best efforts to effect a Minimum Float IPO as soon as reasonably practicable, and in any event, within one hundred eighty (180) days following the
Company’s receipt of an SLP IPO Notice, provided, that reasonable best efforts shall not be deemed to require that any Stockholder sell shares in the IPO. Without limiting the foregoing, following receipt of an SLP IPO Notice, the
Stockholders and the Company agree to use their respective reasonable best efforts to promptly take, and cause each of their Subsidiaries, officers, employees, agents and representatives to promptly take, all such actions, and cause to be done all
such things, as may be necessary or appropriate to consummate a Minimum Float IPO, including pursuant to Section 2.3 of the Registration Rights Agreement and causing the Company to (A) promptly engage such financial advisors, accountants, attorneys
and other advisors as may be appropriate (and the Stockholders shall waive, and cause their Affiliates to waive, any conflicts of interest resulting from the engagement of such Persons by the Company), (B) reorganize, consolidate, exchange, combine
or otherwise restructure the Company and its Subsidiaries as may be appropriate (and in accordance with Section 6.9), (C) amend, modify, repeal or restate the governing, constituent or Organizational Documents of the Company or its
Subsidiaries, (D) participate in and 

  
 57 








 
otherwise facilitate any due diligence process, (E) prepare, comment to, revise or modify the registration statement, prospectus, investor and/or rating agency materials, SEC correspondence and
any other necessary documentation, including any amendments to any of the foregoing, (F) implement all necessary corporate governance procedures and policies, including those related to whistleblowers, affiliate transactions, insider trading,
Regulation FD, any listing or FINRA code of business conduct or ethics, (G) appoint qualified independent directors, (H) engage a “big four” accounting firm and (I) participate in a reasonable number of rating agency meetings, road shows
and any other investor presentations (clauses (A) through (I), collectively, the “IPO Efforts”). In connection with the foregoing, the Company shall keep the SLP Stockholders reasonably apprised of the status of effecting such
Minimum Float IPO, and consult with the SLP Stockholders and their representatives and consider in good faith the SLP Stockholders’ and their representatives’ advice and recommendations with respect to such Minimum Float IPO.

(iii) Withdrawal / Revocation Rights. Notwithstanding anything in this Section 4.7(a) to the contrary,
the SLP Stockholders may withdraw and revoke the SLP IPO Notice by providing written notice thereof to the Company (and contemporaneously to the MD Stockholders), in which case the Company and the Stockholders shall cease all further efforts in
pursuit of such Minimum Float IPO (unless such Minimum Float IPO is a Qualified IPO (without giving effect to Section 4.7(a)(iv)) or is consummated after October 29, 2018). If the SLP IPO Notice has been withdrawn or revoked by the
SLP Stockholders as provided in the immediately preceding sentence, the SLP Stockholders (A) shall not be permitted to deliver another SLP IPO Notice to the Company for six (6) months following such revocation or withdrawal and (B) shall pay the
reasonable and documented out-of-pocket costs and expenses incurred by the Company and its Subsidiaries in connection with preparation for such Minimum Float IPO. 

(iv) Other. A Minimum Float IPO consummated by the Company in accordance with this Section 4.7(a) in
connection with an SLP IPO Notice shall be deemed to be a “Qualified IPO” and shall not be subject to the SLP Stockholders’ consent right under Section 3.3(b). For the avoidance of doubt, the SLP Stockholders’
delivery of an SLP IPO Notice shall not affect the MD Stockholders’ right to effect a Qualified Sale Transaction prior to the consummation of a Minimum Float IPO. Except as otherwise provided herein, all costs and expenses, including those
of the Company, Dell, the MD Stockholders and the SLP Stockholders, to effect such an IPO in connection with SLP IPO Notice pursuant to this Section 4.7(a), shall be borne, paid and, to the extent not so borne or paid, promptly
reimbursed upon written request, by the Company. 
 (b) MD Stockholders IPO Right. 

(i) IPO Notice. At any time on or after October 29, 2018, the MD Stockholders may provide written notice to the
Company requesting that the Company commence a Minimum Float IPO (such notice, an “MD IPO Notice”). 
 (ii)
Reasonable Best Efforts. Upon receipt of an MD IPO Notice, the Company and the Stockholders shall each use their respective reasonable best efforts to 

  
 58 








 
effect a Minimum Float IPO as soon as reasonably practicable, and in any event, within one hundred eighty (180) days following the Company’s receipt of an MD IPO Notice, provided,
that reasonable best efforts shall not be deemed to require that any Stockholder sell shares in the IPO. Without limiting the foregoing, following receipt of an MD IPO Notice, the Stockholders and the Company agree to use their respective
reasonable best efforts to promptly take, and cause each of their Subsidiaries, officers, employees, agents and representatives to promptly take, all such actions, and cause to be done all such things, as may be necessary or appropriate to
consummate a Minimum Float IPO, including pursuant to Section 2.3 of the Registration Rights Agreement and causing the Company to take the IPO Efforts. In connection with the foregoing, the Company shall keep the MD Stockholders and the SLP
Stockholders reasonably apprised of the status of effecting such Minimum Float IPO. 
 (iii) Withdrawal / Revocation
Rights. Notwithstanding anything in this Section 4.7(b), the MD Stockholders may withdraw and revoke the MD IPO Notice by providing written notice thereof to the Company (and contemporaneously to the SLP Stockholders), in which case,
the Company and the Stockholders shall cease all further efforts in pursuit of such Minimum Float IPO. If the MD IPO Notice has been withdrawn or revoked by the MD Stockholders as provided in the immediately preceding sentence, the MD
Stockholders (A) shall not be permitted to deliver another MD IPO Notice to the Company for six (6) months following such revocation or withdrawal and (B) shall pay the reasonable and documented out-of-pocket costs and expenses incurred by the
Company and its Subsidiaries in connection with preparation for such Minimum Float IPO. 
 (iv) Other. A Minimum
Float IPO consummated by the Company in accordance with this Section 4.7(b) in connection with an MD IPO Notice shall be deemed to be a “Qualified IPO” and shall not be subject to the SLP Stockholders’ consent right under
Section 3.3(b). Except as otherwise provided herein, all costs and expenses, including those of the Company, Dell, the MD Stockholders and the SLP Stockholders, to effect such an IPO in connection with an MD IPO Notice shall be borne,
paid and, to the extent not so borne or paid, promptly reimbursed upon written request, by the Company. 
 ARTICLE V 

PARTICIPATION RIGHTS 

Section 5.1. Right of Participation. 

(a) Offer. Subject to Section 5.2, not less than fifteen (15) Business Days prior to the consummation of any Post-Closing
Issuance, the Company shall deliver a written notice regarding such Post-Closing Issuance (each, a “Participation Notice”) to each Participation Eligible Stockholder, which Participation Notice shall include: 

(i) the principal terms and conditions of the proposed Post-Closing Issuance, including (A) a description and the number of
Participation Securities to be included in the Post-Closing Issuance, (B) the maximum and minimum price per unit of 

  
 59 








 
the Participation Securities or the aggregate principal amount of the Participation Securities (as applicable), in each case, as determined by the Board, including a description of any non-cash
consideration sufficiently detailed to permit valuation thereof, (C) the proposed manner of disposition, (D) if known, the name and address of the Person or Persons to whom the Participation Securities will be issued (the “Prospective
Purchaser”) and (E) if known, the proposed date of the Post-Closing Issuance, or if not known, the anticipated date of the Post-Closing Issuance. 

(ii) an irrevocable offer by the Company to issue, at the option of each Participation Eligible Stockholder, to such
Participation Eligible Stockholder such portion of the Participation Securities to be included in the Post-Closing Issuance as may be requested by such Participation Eligible Stockholder (subject to Section 5.1(c), not to exceed such
Participation Eligible Stockholder’s Participation Portion of the total amount of Participation Securities to be included in the Post-Closing Issuance), on the same terms and conditions and at the same price per unit, with respect to each
Participation Security issued. 
 (b) Exercise. 

(i) General. Subject to Section 5.2 and Section 5.3, each Participation Eligible Stockholder shall
have the right to purchase such portion of the Participation Securities to be included in the Post-Closing Issuance as may be requested by such Stockholder (subject to Section 5.1(c), not to exceed such Stockholder’s Participation
Portion of the total amount of Participation Securities to be included in the Post-Closing Issuance), on the same terms and conditions and at the same price per unit, with respect to each Participation Security issued, unless otherwise agreed in
writing by the MD Stockholders and the SLP Stockholders. In order to exercise such right, each Participation Eligible Stockholder shall provide written notice of such exercise to the Company within ten (10) Business Days after the date of
receipt of the Participation Notice specifying the number or aggregate principal amount of Participation Securities (subject to Section 5.1(c), not to exceed such Stockholder’s Participation Portion of the total number of Participation
Securities to be included in the Post-Closing Issuance) that such Participation Eligible Stockholder desires to purchase (each an “Exercising Stockholder”). Each Participation Eligible Stockholder who does not exercise such
right in compliance with the above requirements, including the applicable time periods, shall be deemed to have waived all of such Participation Eligible Stockholder’s rights to participate in such Post-Closing Issuance, and the Company shall
thereafter be free to issue Participation Securities in such Post-Closing Issuance to the Prospective Purchaser, any Exercising Stockholders and any other stockholders of the Company, at a price no less than the minimum price set forth in the
Participation Notice and on other principal terms and conditions not materially more favorable to the Prospective Purchaser than those set forth in the Participation Notice (“Compliant Terms”), without any further obligation to such
non-exercising Participation Eligible Stockholder pursuant to this ARTICLE V. If, prior to consummation of the proposed Post-Closing Issuance, the terms of such proposed Post-Closing Issuance shall change with the result that the price
shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be materially more favorable to the Prospective Purchaser than those set forth 

  
 60 








 
in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 5.1 separately complied with, in order
to consummate such Post-Closing Issuance pursuant to this Section 5.1.
 (ii) Irrevocable
Exercise. The exercise by each Exercising Stockholder of its rights under this ARTICLE V shall be irrevocable except as hereinafter provided, and each such Exercising Stockholder shall be bound and obligated to acquire the
Participation Securities in the Post-Closing Issuance as such Exercising Stockholder shall have specified in such Exercising Stockholder’s written commitment on the price, terms and conditions of such Post-Closing Issuance so long as they are
Compliant Terms. 
 (iii) Time Limitation. If at the end of the one hundred twentieth (120th) day after the date
of the delivery of the Participation Notice the Company has not completed the Post-Closing Issuance, each Exercising Stockholder shall be released from such holder’s obligations under this ARTICLE V with respect to the offer subject to
such Participation Notice, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be furnished to all Stockholders, and the terms and provisions of this Section 5.1 separately
complied with, in order to consummate such Post-Closing Issuance pursuant to this Section 5.1; provided, that such one hundred twenty (120) day period shall be extended for up to one-hundred and eighty (180) days to the extent
necessary to comply with any regulatory requirements applicable to such proposed Post-Closing Issuance. 
 (c) Calculation of
Participation Securities. The Exercising Stockholders shall be entitled to purchase in the Post-Closing Issuance a number of Participation Securities equal to the lesser of (A) the maximum number of Participation Securities such Exercising
Stockholder has elected to purchase in the Post-Closing Issuance in its, his or her irrevocable written notice of acceptance and (B) such Exercising Stockholder’s Participation Portion.

(d) Post-Issuance Participation Notice. Notwithstanding the first sentence of Section 5.1(a), the Company may elect to
deliver a Participation Notice with respect to any Post-Closing Issuance after completion of such Post-Closing Issuance. If the Company shall so elect to deliver any Participation Notice after completion of the applicable Post-Closing Issuance,
then the terms of such Post-Closing Issuance shall be required to permit each of the Participation Eligible Stockholders receiving such Participation Notice a period of not less than ten (10) Business Days after delivery thereof to deliver to the
Company with a written commitment to purchase such Participation Eligible Stockholder’s Participation Portion of the total amount of Participation Securities included in such Post-Closing Issuance (whether pursuant to the resale of
Participation Securities by the initial purchaser(s) of such Participation Securities or the issuance by the Company of additional Participation Securities) upon the terms, and subject to the conditions, set forth in this Section 5.1. 

(e) Further Assurances. Each Exercising Stockholder shall take or cause to be taken all such reasonable actions as are reasonably
necessary in order to consummate expeditiously each Post-Closing Issuance pursuant to this Section 5.1, including (i) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, (ii) filing
applications, reports, returns, filings and other documents or instruments 

  
 61 








 
with governmental authorities and (iii) otherwise cooperating with the Company and the Prospective Purchaser. Without limiting the generality of the foregoing, each such Exercising
Stockholder agrees to execute and deliver such subscription and other agreements as shall be reasonably requested by the Company in connection with such Post-Closing Issuance. 

(f) Expenses. All costs and expenses incurred by the Company and the Sponsor Stockholders in connection with any proposed
Post-Closing Issuance of Participation Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and, only with respect to the Company, all finders, brokerage or investment banking fees,
charges or commissions, shall be paid by the Company. The Sponsor Stockholders shall be required to pay their own finders, brokerage or investment banking fees, charges or commissions, if any, in connection with any proposed Post-Closing
Issuance of Participation Securities, unless otherwise agreed with the Company. 
 (g) Closing. The consummation of a
Post-Closing Issuance pursuant to this Section 5.1 (the “Participation Closing”) shall take place on such date, at such time and at such place as the Company shall specify by notice to each Exercising Stockholder, but in any
event, not earlier than ten (10) Business Days prior to the date such notice is provided to each Exercising Stockholder (unless otherwise agreed to by each such Exercising Stockholder). At any Participation Closing, each Exercising Stockholder
shall be delivered the certificates or other instruments evidencing the Participation Securities to be issued to such Exercising Stockholder, registered in the name of such Exercising Stockholder or such holder’s designated nominee, with any
transfer tax stamps affixed, if applicable (other than any transfer tax stamps required by reason of the Participation Securities being registered in a name other than that of the Exercising Stockholder), against delivery by such Exercising
Stockholder of the applicable consideration by wire transfer of immediately available funds to the account or accounts designated by the Company. 

Section 5.2. Excluded Transactions. The provisions of this ARTICLE V shall not apply to Post-Closing Issuances by the
Company of any Excluded Securities. 
 Section 5.3. Termination of ARTICLE V. This ARTICLE V
automatically terminates without any further action upon an IPO. 
 ARTICLE VI 

ADDITIONAL AGREEMENTS 

Section 6.1. Further Assurances. From time to time, at the reasonable request of the MD Stockholders or the SLP Stockholders and
without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or appropriate to consummate and make effective, in the most expeditious manner practicable,
the transactions contemplated by this Agreement. 
 Section 6.2. Other Businesses; Waiver of Certain Duties. 

(a) Each of the Company, the Specified Subsidiaries, and each Stockholder (for itself and on behalf of the Company) hereby expressly
acknowledges and agrees, to the fullest extent permitted by applicable law and subject to any express agreement that may from time to time be in effect, any Covered Person may, and shall have no duty not to: 

(i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint
venture, or as an officer, director, stockholder, equityholder or investor in any Person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive
with or in the same or similar lines of business as the Company or any of its Subsidiaries (including for this purpose VMware and its subsidiaries); 

  
 62 








 (ii) do business with any client, customer, vendor or lessor of any of the
Company or its Affiliates; and/or 
 (iii) make investments in any kind of property in which the Company may make
investments.
 To the fullest extent permitted by Section 122(17) of the DGCL or any other applicable law in the event that the applicable entity is not
incorporated, formed or organized as a corporation in the State of Delaware, the Company and the Specified Subsidiaries hereby renounce any interest or expectancy of the Company or such Specified Subsidiary, as the case may be, to participate in any
business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the
Company, any Specified Subsidiary or their respective stockholders for breach of any fiduciary duty solely by reason of such Person’s participation in any such business or investment. The Company and the Specified Subsidiaries shall pay in
advance any expenses incurred in defense of such claim as provided in this provision. In the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the
Covered Person in his or her capacity as a partner, member, employee, officer or director of the MSD Partners Stockholders or the SLP Stockholders, as applicable, and (y) the Company or any Specified Subsidiary, the Covered Person shall not have any
duty to offer or communicate information regarding such corporate opportunity to the Company or any Specified Subsidiary. To the fullest extent permitted by Section 122(17) of the DGCL or any other applicable law in the event that the
applicable entity is not incorporated, formed or organized as a corporation in the State of Delaware, the Company and each Specified Subsidiary hereby renounces any interest or expectancy of the Company or such Specified Subsidiary in any potential
transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as an officer or director of the Company, any
Specified Subsidiary or any of their respective Subsidiaries (including for this purpose VMware and its subsidiaries) and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person
is liable to the Company, any Specified Subsidiary or their respective stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the
account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity


  
 63 








 
to the Company or such Specified Subsidiary; provided, however, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in
his or her capacity as an officer or director of the Company, a Specified Subsidiary or any of their respective Subsidiaries (including for this purpose VMware and its subsidiaries) shall belong to the Company or such Specified Subsidiary, as the
case may be. The Company and the Specified Subsidiaries shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order
of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 6.2(a), in which case any such advanced expenses shall be promptly reimbursed to the Company
or such Specified Subsidiary, as applicable.
 (b) The Company, the Specified Subsidiaries and each of the Stockholders agrees that the
waivers, limitations, acknowledgments and agreements set forth in this Section 6.2 shall not apply to any alleged claim or cause of action against any of the Sponsor Stockholders based upon the breach or nonperformance by such Sponsor
Stockholder of this Agreement or any other agreement to which such Person is a party. 
 (c) The provisions of this Section 6.2, to
the extent that they restrict the duties and liabilities of the Sponsor Stockholders or any Sponsor Director otherwise existing at law or in equity, are agreed by the Company, the Specified Subsidiaries and each of the Stockholders to replace such
other duties and liabilities of the Sponsor Stockholders or any Sponsor Director to the fullest extent permitted by applicable law. 

Section 6.3. Confidentiality.

(a) Each Stockholder agrees to keep confidential and not disclose to any third party any materials and/or information provided to it by or on
behalf of the Company or any of its Subsidiaries (which for purposes of this Section 6.3 shall include VMware and its subsidiaries), and, subject to Section 6.3(b), not to use any such information other than in connection with its
investment in the Company (“Confidential Information”); provided, however, that the term “Confidential Information” does not include information that: 

(i) is already in such recipient’s possession (provided, that such information is not subject to another
confidentiality agreement with or other obligation of secrecy to any Person); 
 (ii) is or becomes generally available to
the public other than as a result of a disclosure, directly or indirectly, by such recipient or its Representatives; 
 (iii)
is or becomes available to such recipient on a non-confidential basis from a source other than any of the Stockholders or any of their respective Representatives (provided, that such source is not known by such recipient to be bound by a
confidentiality agreement with or other obligation of secrecy to any Person); and/or 
 (iv) is or was independently
developed by such recipient or its Representatives without the use of any Confidential Information.

  
 64 








 (b) The Company acknowledges that the SLP Stockholders’ (including its affiliated private
equity funds’) and MSD Partners Stockholders’ (including its affiliated private equity funds’) review of the Confidential Information will inevitably enhance their knowledge and understanding of the Company’s and its
Subsidiaries’ industries in a way that cannot be separated from such Stockholder’s or its affiliated private equity funds’ other knowledge and the Company agrees that Section 6.3(a) shall not restrict such Stockholder’s
(including its affiliated private equity funds’) use of such overall knowledge and understanding of such industries, including in connection with the purchase, sale, consideration of and decisions related to other investments and serving on the
boards of such investments.
 (c) Notwithstanding anything in this Section 6.3 to the contrary, any such Stockholder may disclose
Confidential Information to: 
 (i) such Stockholder’s and its Affiliates’ Representatives who are subject to a
customary confidentiality obligation to such Stockholder or its Affiliates; 
 (ii) any Person to which such Stockholder
offers or may propose to offer to transfer any DTI Securities (provided, that (x) such transfer would be permitted by the terms of this Agreement (assuming the receipt of all consents required hereunder) and (y) the prospective transferee
agrees to be subject to a customary confidentiality agreement with the Company or Dell); 
 (iii) any other Stockholder or
its Affiliates, or their respective Representatives, or any member of a Board or any board of directors of any Subsidiary of the Company; 

(iv) the extent required to be disclosed by such Stockholder or its Affiliates, or their respective Representatives, by
deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, law, regulation, legal or judicial process or audit or inquiries by a regulator, bank examiner or self-regulatory organization or pursuant to
mandatory professional ethics rules (but only to the extent so required and after notifying the Company to the extent reasonably practicable and requesting confidential treatment); 

(v) current or prospective limited partners of a Stockholder or its affiliated private equity funds who are subject to
confidentiality obligations to such Stockholder or its affiliated private equity funds; and/or 
 (vi) to such other
Person(s) with the Company’s prior written consent. 
 Section 6.4. Publicity. Except as may be required by applicable law
or regulation (but only after using reasonable best efforts to give the MD Stockholders and the SLP Stockholders an opportunity to review and comment), no Stockholder shall make any public announcement regarding, or filings with respect to, the
transactions contemplated by the Merger Agreement without the prior written consent of the MD Stockholders and the SLP Stockholders.

  
 65 








 Section 6.5. Certain Tax Matters.

(a) Each of the Sponsor Stockholders and the Company acknowledge that, in connection with the Original Merger, (i) the contribution by the MD
Stockholders of shares of common stock, par value $0.01 per share, of Dell, and cash to the Company in exchange for shares of Original Stock and (ii) the contribution by the other Stockholders of shares of common stock, par value $0.01 per share, of
Dell, and cash to the Company in exchange for shares of Original Stock, in each case, at the Original Closing, taken together (the “Contribution”), were intended to qualify as an exchange described in Section 351 of the
Code. In connection therewith, each of the Initial SLP Stockholders agreed, without the prior written consent of the MD Stockholders (such consent not to be unreasonably withheld, conditioned or delayed); provided, that it shall be deemed to be
unreasonable to withhold such consent if the MD Stockholders have been advised by their counsel that the Contribution fails to qualify as an exchange described in Section 351 of the Code), (x) not to take any position inconsistent with the treatment
of the Contribution as an exchange described in Section 351 of the Code, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or a change in law after the date of the
Contribution and (y) not to take any action that could reasonably be expected to cause the Contribution to fail to qualify as an exchange described in Section 351 of the Code (including any action that is inconsistent with the representations
warranties or covenants made by such Stockholder in the Original Agreement). 
 (b) Each Stockholder that was required to deliver a tax
representation letter to counsel to the MD Stockholders pursuant to Section 2.17 of the Interim Investors Agreement (a “Tax Representation Letter”), hereby represents and warrants to the MD Stockholders, as of the Original Closing
Date, as follows: (i) such Stockholder has delivered the Tax Representation Letter in accordance with the requirements of Section 2.17 of the Interim Investors Agreement and (ii) the representations and warranties of such Stockholder set
forth in such Tax Representation Letter were true, correct and complete as of the Original Closing Date. Notwithstanding anything to the contrary herein or in any Tax Representation Letter delivered by the Company, in no event shall the Company be
liable to any party (including the MD Stockholders) for the failure of any representation, warranty or covenant contained in its Tax Representation Letter to be true, correct or complete or for the Company’s failure to comply with any covenant
contained in such Tax Representation Letter. 
 Section 6.6. Restriction on Employee Equity Program. Without the prior written
consent of the MD Stockholders and the SLP Stockholders, prior to an IPO, the Company shall not issue, nor shall it permit any of its Subsidiaries to issue, any options or other equity grants or awards (including any Company Awards) under any
employee equity program unless such options, grants or other awards (including Company Awards), and any resulting equity securities of the Company or any of its Subsidiaries, are subject to the terms and provisions of the Management Stockholders
Agreement. 
 Section 6.7. Expense Reimbursement.

(a) Directors; Board Observers. The Company shall, or shall cause a Specified Subsidiary to, promptly and upon request, reimburse
the MD Stockholders or the SLP Stockholders, as applicable, for all reasonable and documented out-of-pocket costs and expenses of their respective director nominees of each Board and the Board Observers, if any, incurred in connection with Board
service, including travel, lodging and meal expenses in connection with Board or committee meetings. 

  
 66 








 (b) MD Stockholders; SLP Stockholders. From and after the date hereof, Dell shall pay
directly or reimburse, or cause to be paid directly or reimbursed, with respect to MD, the SLP Stockholders, SLP and its Affiliates: 

(i) the ongoing reasonable out-of-pocket costs and expenses incurred by such Persons in connection with the MD
Stockholders’ and the SLP Stockholders’ investment in the Company, including (A) fees, expenses and reasonable out-of-pocket disbursements of any independent professionals and organizations, including independent accountants, outside legal
counsel or consultants retained by such Persons, (B) reasonable costs and expenses of any outside services or independent contractors such as financial printers, couriers, business publications, on-line financial services or similar services,
retained or used by such Persons or any of their respective Affiliates and (C) transportation or any other expense not associated with their or their Affiliates’ ordinary operations; 

(ii) the payment or reimbursement of the SLP Stockholders’ or their Affiliates’ reasonable out-of-pocket costs and
expenses for their “value creation” personnel and/or employees, but only to the extent that the MD Stockholders or the Company have requested such personnel or employees to provide services to the Company and/or its Subsidiaries pursuant
to an engagement letter agreed with the Company and/or its Subsidiaries; and 
 (iii) payment or reimbursement of the costs
and expenses (including internal costs, overhead, compensation and expenses of a similar nature, but excluding the costs and expenses paid or reimbursed pursuant to Section 6.7(b)(ii)) for the SLP Stockholders or their Affiliates’
“value creation” personnel and/or employees, but only to the extent that the MD Stockholders or the Company have requested such personnel or employees to provide services to the Company and/or its Subsidiaries pursuant to an engagement
letter agreed with the Company and/or its Subsidiaries; 
 provided, that all payments or reimbursement for such expenses will be made by wire
transfer in same-day funds to the bank account(s) designated by such applicable Stockholder or its relevant Affiliate promptly upon or as soon as practicable following request for reimbursement. 

(c) Co-Investors. To the extent (A) any of the MD Stockholders has agreed with one or more MD Co-Investors to provide for ongoing
reimbursement of reasonable and documented out-of-pocket expenses of such MD Co-Investors for monitoring their investment in the Company or the MSD Partners Stockholders have agreed with one or more MSD Partners Co-Investors to provide for ongoing
reimbursement of reasonable and documented out-of-pocket expenses of such MSD Partners Co-Investors for monitoring their investment in the Company and (B) Merger Sub has entered into one or more letter agreements with any such MD Co-Investors and/or
any such MSD Partners Co-Investors with respect thereto, the Company hereby assumes each such letter agreement and agrees to pay and perform, all unperformed obligations of Merger Sub under and pursuant to each such letter agreement;
provided, that in no event shall 

  
 67 








 
the aggregate amount of reimbursement of such expenses for all MD Co-Investors and MSD Partners Co-Investors exceed $1,000,000 without the prior written consent of the SLP Stockholders. 

Section 6.8. Information Rights; Visitation Rights. 

(a) Information Rights.

(i) Information Generally. The Company shall deliver, or cause to be delivered, to each of (v) the MD Stockholders
(for so long they are entitled to nominate a Group II Director or MD Post-IPO Director Nominee), (w) the SLP Stockholders (for so long as they are entitled to nominate a Group III Director or SLP Post-IPO Director Nominee), (x) the 10% Holders, (y)
solely with respect to the subsequent clauses (B), (C) and (D), the 5% Holders and the MSD Partners Stockholders and (z) the VCOC Investors or their designated representatives: 

(A) to the extent prepared in the ordinary course of business of the Company and/or any of its Subsidiaries (which for
purposes of this Section 6.8 shall include VMware and its subsidiaries), as soon as available, and in any event within thirty (30) days after the end of each month, the consolidated balance sheet (or other similar monthly financial accounts) of
the Company and its consolidated Subsidiaries as at the end of such month and the related consolidated statements of income, cash flows and changes in stockholders’ equity for such month and the portion of the fiscal year then ended of the
Company and its consolidated Subsidiaries, in each case, setting forth the figures for the corresponding periods of the previous fiscal year, or, in the case of such balance sheet, for the last day of such month, in comparative form, all in
reasonable detail (or in such other presentation or format as is prepared in the ordinary course of business of the Company and/or any of its Subsidiaries); 

(B) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, consolidated balance sheets of the Company and its consolidated Subsidiaries as of the end of such period, and the related consolidated statements of income, cash flows and changes in stockholders’ equity of the
Company and its consolidated Subsidiaries for the period then ended and the portion of the fiscal year then ended, in each case (x) prepared in conformity with generally accepted accounting principles in the United States applied on a consistent
basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments and (y) setting forth the figures for the corresponding periods of the previous fiscal year, or, in the case of such balance sheet, for the
last day of such fiscal quarter, in comparative form, all in reasonable detail; 
 (C) as soon as available and in any event
within ninety (90) days after the end of each fiscal year of the Company, (1) a copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such fiscal year, and the audited consolidated
statements of income, 

  
 68 








 
cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries for the fiscal year then ended, in each case, (x) prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, (y) setting forth in comparative form the figures for the immediately preceding fiscal year, all in reasonable detail and (2) a
copy of the report, opinion or certification of the Company’s independent accountant with respect to the Company’s financial statements for such fiscal year; 

(D) to the extent prepared in the ordinary course of business, with reasonable promptness after the transmission (but in any
event, within three (3) Business Days), a copy of each valuation of the Company undertaken for purposes of management equity grants; 

(E) as soon as practicable after the discovery by any member of senior management of the Company or any Specified Subsidiary
of any material adverse event or material litigation, a written statement summarizing such event or litigation in reasonable detail; and 

(F) with reasonable promptness after the transmission or occurrence (but in any event, within three (3) Business Days), other
reports, including communications directed at stockholders of the Company generally or the financial community, and any reports filed by the Company with the SEC or any stock exchange (if and when applicable). 

(ii) Debt Financing-Related Information. The Company shall deliver, or cause to be delivered, to each of (w) the MD
Stockholders, (x) the SLP Stockholders, (y) the MSD Partners Stockholders and (z) the 5% Holders all information required to be delivered by the Company or its Subsidiaries to the creditors, lenders and/or noteholders pursuant to the terms of the
senior secured indebtedness and the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith, as such indebtedness may be
in effect from time to time. 
 (iii) Other Information. The Company shall deliver, or cause to be delivered with
reasonable promptness to the MD Stockholders and the SLP Stockholders such other information and data with respect to the Company or any of its consolidated Subsidiaries as from time to time may be reasonably requested by such Stockholder, including
a complete, correct and accurate capitalization table for the DTI Securities. 
 (iv) SEC Filings. At any time
during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to Section 6.8(a)(i)(B) and Section 6.8(a)(i)(C) by
filing with the SEC (via the EDGAR system) on a timely basis annual and quarterly reports satisfying the requirements of the Exchange Act. 

  
 69 








 (b) Visitation Rights.

(i) The Company shall, and shall cause its Subsidiaries to, permit each of (x) the MD Stockholders (for so long as they either
(1) beneficially own at least 5% of the issued and outstanding DTI Common Stock or (2) are entitled to nominate a Group II Director or MD Post-IPO Director Nominee), (y) the MSD Partners Stockholders (for so long as they beneficially own at least 5%
of the issued and outstanding DTI Common Stock) and (z) the SLP Stockholders (for so long as they either (1) beneficially own at least 5% of the issued and outstanding DTI Common Stock or (2) are entitled to nominate a Group III Director or SLP
Post-IPO Director Nominee), at any time and from time to time during normal business hours and with reasonable prior notice, reasonable access to: 

(A) examine and make copies of and abstracts from the books, records, material contracts, properties, employees and management
of the Company and its Subsidiaries; 
 (B) visit the properties of the Company and its Subsidiaries; and 

(C) discuss the affairs, finances and accounts of the Company and its Subsidiaries with any of the directors, officers or
employees of the Company and the independent accountants of the Company. 
 (c) Termination of Section 6.8. The provisions of
this Section 6.8 shall automatically terminate upon the completion of an IPO, other than with respect to the MD Stockholders, the MSD Partners Stockholders and the SLP Stockholders. 

Section 6.9. Cooperation with Reorganizations and SEC Filings. 

(a) Mergers, Reorganizations, Etc. In the event of any merger, amalgamation, statutory share exchange or other business
combination or reorganization of the Company, on the one hand, with any of its Subsidiaries (which for this purpose includes VMware and its subsidiaries), on the other hand, the Stockholders shall, to the extent necessary, as determined by the
approval of the MD Stockholders and the SLP Stockholders, execute a stockholders agreement with terms that are substantially equivalent (to the extent practicable) to, mutatis mutandis, such terms of this Agreement. 

(b) IPO Reorganization. Notwithstanding anything herein to the contrary, in connection with and subject to the consummation of any
IPO, each of the Stockholders hereby acknowledges and agrees that, except as otherwise agreed to by the MD Stockholders and the SLP Stockholders, each share of Series A Common Stock held by any (i) “Management Stockholder” party to the
Management Stockholders Agreement (as “Management Stockholder” is defined therein) and (ii) “New Class A Stockholder” party to the Class A Stockholders Agreement (as “New Class A Stockholder” is defined therein) shall
be exchanged for a newly issued share of Class C DTI Common Stock. 
 (c) Further Assurances. In connection with any proposed
transaction contemplated by Section 6.9(a) or Section 6.9(b), each Stockholder shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company and the other Stockholders, including taking
all actions reasonably requested by the Company or the MD 

  
 70 








 
Stockholders and the SLP Stockholders, acting jointly, and executing and delivering all agreements, instruments and documents as may be reasonably required in order to consummate any such
proposed transaction contemplated by Section 6.9(a) or Section 6.9(b). 
 (d) SEC Filings. Each Stockholder
agrees, to the extent practicable and as requested by the MD Stockholders and the SLP Stockholders, acting jointly, to use reasonable efforts to take or avoid taking (as applicable) actions that would potentially cause liability to the Company or
any Stockholder under Section 13 or Section 16 of the Exchange Act or the rules and regulations promulgated thereunder. To the extent that the Company or any Stockholder determines that it is obligated to make filings under Section 13 or
Section 16 of the Exchange Act or the rules and regulations promulgated thereunder, each Stockholder agrees to use reasonable efforts to cooperate with the Person that determines that it has such a filing obligation, including by promptly providing
information reasonably required by such Person for any such filing. 
 Section 6.10. VMware Board of Directors. Unless otherwise
agreed to by the MD Stockholders and the SLP Stockholders, for so long as the Company and/or its Subsidiaries beneficially own securities of VMware representing a majority of the votes entitled to be cast for the election of the members of the
VMware Board of Directors, the Company agrees to take, and cause its Subsidiaries to take, any and all actions available to it or them to ensure that a representative designated by each of (a) the MD Stockholders, for so long as a Designation Rights
Trigger Event has not occurred with respect to the Class A DTI Common Stock, and (b) the SLP Stockholders, for so long as a Designation Rights Trigger Event has not occurred with respect to the Class B DTI Common Stock, will be nominated and elected
to serve as a member of the VMware Board of Directors. 
 Section 6.11. VMware Section 16 Liability. The Company will not and shall
cause its Subsidiaries (including VMware and its subsidiaries) not to enter into or effect any transaction in Class V Common Stock or the common stock or other securities of VMware that could potentially cause liability to any MD Stockholder, MSD
Partners Stockholder, SLP Stockholder or any of their respective Affiliates under Section 16 of the Exchange Act by virtue of such Person’s ownership of stock of the Company or as a member of the Company’s Board or the board of directors
of VMware, in each case without the prior written consent of each of the foregoing parties which could incur such liability. 
 ARTICLE
VII 
 ADDITIONAL PARTIES 

Section 7.1. Additional Parties. Additional parties may be added to and be bound by and receive the benefits afforded by, and be
subject to the obligations provided by, this Agreement upon the execution and delivery of a Joinder Agreement in the form attached hereto as Annex A-1 by such additional party to the Company and the acceptance thereof by the Company,
provided, however, that the addition of Specified Subsidiaries to this Agreement shall be governed by Section 3.2(a) and not this Section 7.1. To the extent permitted by Section 9.8, amendments may be effected
to this Agreement reflecting such rights and obligations, consistent with the terms of this Agreement, of such additional Stockholder as the MD Stockholders, the SLP Stockholders and such additional Stockholder may agree. Promptly after signing
and 

  
 71 








 
delivering such a Joinder Agreement, the Company will promptly deliver an updated Capitalization Table to each Stockholder and separately, upon written request by any Stockholder, a conformed
copy of such Joinder Agreement. 
 ARTICLE VIII 

INDEMNIFICATION; INSURANCE 

Section 8.1. Indemnification of Directors. In addition to any other indemnification rights that the directors have pursuant to the
Organizational Documents of the Company, each of the directors of the Company shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement substantially in the form of Annex C attached hereto (the
“Director Indemnification Agreements”). 
 Section 8.2. Indemnification of Stockholders. 

(a) To the fullest extent permitted by applicable law, the Company will, and will cause each of the Specified Subsidiaries to, indemnify,
exonerate and hold the Stockholders and each of their respective partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, stockholders, members,
Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action,
suits, claims, proceedings, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of
this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration or claim arising directly or indirectly out of, or in any way relating to, (i) such Stockholder’s or
its Affiliates’ ownership of Securities or such Stockholder’s or its Affiliates’ control or ability to influence the Company or any of its Subsidiaries (which for purposes of this ARTICLE VIII shall include VMware and its
subsidiaries) or their respective predecessors or successors (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any willful breach of this Agreement by such Indemnitee or its Affiliates or other
related Persons or (y) without limiting any other rights to indemnification, to the extent such control or the ability to control the Company or any of its Subsidiaries derives from such Stockholder’s or its Affiliates’ capacity as an
officer or director of the Company or any of its Subsidiaries) or (ii) the business, operations, properties, assets or other rights or liabilities of the Company or any of its Subsidiaries; provided, however, that if and to the extent
that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company will, and will cause the Specified Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law. For the purposes of this Section 8.2, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a
final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company or
any of the Specified Subsidiaries, then such payments shall be promptly repaid by such Indemnitee to the Company and the Specified Subsidiaries, as applicable. The rights of any Indemnitee to indemnification hereunder will be in addition to any
other rights any 

  
 72 








 
such Person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the
Organizational Documents of the Company or any of its Subsidiaries. 
 (b) The Company acknowledges and agrees that the Company shall, and
to the extent applicable shall cause the Specified Subsidiaries to, be fully and primarily responsible for the payment to the Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claim, pursuant to and in
accordance with (as applicable) the terms of (i) applicable law, (ii) the Organizational Documents of the Company, (iii) the Director Indemnification Agreements, (iv) this Agreement, (v) any other agreement between the Company or any Specified
Subsidiary and the Indemnitee pursuant to which the Indemnitee is indemnified, (vi) the laws of the jurisdiction of incorporation or organization of any Specified Subsidiary and/or (vii) the Organizational Documents of any Specified Subsidiary
(clauses (i) through (vii) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Indemnitee may have from any Indemnitee Related Entities. Under no circumstance shall the Company or any
Specified Subsidiary be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the
rights of the Indemnitee or the obligations of the Company or any Specified Subsidiary under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of
indemnification with respect to any Jointly Indemnifiable Claim, (x) the Company shall, and to the extent applicable shall cause the Specified Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment
promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company and/or any Specified Subsidiary pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be
subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Indemnitee against the Company and/or any Specified Subsidiary, as applicable, and (z) Indemnitee shall execute all papers reasonably
required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. 

(c) The Company and Stockholders agree that each of the Indemnitees and Indemnitee-Related Entities shall be third-party beneficiaries with
respect to this Section 8.2, entitled to enforce this Section 8.2 as though each such Indemnitee and Indemnitee-Related Entity were a party to this Agreement. The Company shall cause each of the Specified Subsidiaries to perform
the terms and obligations of this Section 8.2 as though each such Specified Subsidiary was a party to this Agreement. 
 Section 8.3.
Insurance. The Company shall, and shall cause the Specified Subsidiaries to, at all times maintain a policy or policies of insurance providing directors’ and officers’ liability insurance to the extent reasonably satisfactory to the
MD Stockholders and the SLP Stockholders, and Indemnitees shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage provided to any other director or officer of the Company or any
Specified Subsidiary. If, at the time the Company or any of the Specified Subsidiaries receives from an Indemnitee any notice of the commencement of any action, cause of action, suit, claim or proceeding, and the Company or a Specified Subsidiary
has such insurance in effect which would reasonably be expected to cover such Action or Proceeding, the Company shall give prompt notice of the commencement of such action, cause 

  
 73 








 
of action, suit, claim or proceeding to the insurers in accordance with the procedures set forth in such policy or policies. The Company shall thereafter take all necessary or reasonably
desirable action to cause such insurers to pay, on behalf of the Indemnitees, all amounts payable as a result of such action, cause of action, suit, claim or proceeding in accordance with the terms of such policy or policies. 

ARTICLE IX 

MISCELLANEOUS 
 Section
9.1. Entire Agreement. This Agreement (together with the Management Stockholders Agreement, the Registration Rights Agreement, the Class A Stockholders Agreement, the Class C Stockholders Agreement and the Subscription Agreements) constitutes
the entire understanding and agreement between the parties and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto. In the event of any
inconsistency between this Agreement and any document executed or delivered to effect the purposes of this Agreement, including the Organizational Documents of any Person, this Agreement shall govern as among the parties hereto. Each of the
parties hereto shall exercise all voting and other rights and powers available to it so as to give effect to the provisions of this Agreement and, if necessary, to procure (so far as it is able to do so) any required amendment to the Company’s
and/or its Subsidiaries’ Organizational Documents, in order to cure any such inconsistency. 
 Section 9.2. Effectiveness. This
Agreement shall become effective solely upon (i) execution of this Agreement by each of the Company and the Sponsor Stockholders and (ii) the consummation of the Closing (as defined in the Merger Agreement). In the event that the Merger
Agreement is terminated for any reason without the Closing having occurred, this Agreement shall not become effective, shall be void ab initio and the Original Agreement shall continue in full force and effect without amendment or restatement. 

Section 9.3. Specific Performance. The parties hereto agree that the obligations imposed on them in this Agreement are special, unique
and of an extraordinary character, and that, in the event of breach by any party, damages would not be an adequate remedy and each of the other parties shall be entitled to specific performance and injunctive and other equitable relief in addition
to any other remedy to which it may be entitled, at law or in equity. The parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable
relief. 
 Section 9.4. Governing Law. This Agreement and all claims or causes of action (whether in tort, contract or otherwise)
that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in
or in connection with this Agreement) shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. 

  
 74 








 Section 9.5. Submissions to Jurisdictions; WAIVER OF JURY TRIAL. 

(a) Each of the parties hereto hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to this
Agreement or any of the obligations arising under or relating to this Agreement shall be brought and determined exclusively in the Court of Chancery in the State of Delaware (or, only if the Court of Chancery in the State of Delaware declines to
accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State of Delaware), and each of the parties hereto hereby irrevocably submits to and accepts with regard to any such action or proceeding,
for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the Court of Chancery in the State of Delaware (or, only if the Court of Chancery in the State of Delaware declines to accept jurisdiction over a
particular matter, any Federal court of the United States of America sitting in the State of Delaware). Each party hereby further irrevocably waives any claim that the Court of Chancery in the State of Delaware (or, only if the Court of
Chancery in the State of Delaware declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State of Delaware) lacks jurisdiction over such party, and agrees not to plead or claim, in
any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in the Court of Chancery in the State of Delaware (or, only if the Court of Chancery in the State of Delaware declines to accept
jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State of Delaware), that any such court lacks jurisdiction over such party. 

(b) Each party irrevocably consents to the service of process in any legal action or proceeding brought with respect to this Agreement or any
of the obligations arising under or relating to this Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party, at its address for notices as provided in Section 9.13 of this Agreement, such
service to become effective ten (10) days after such mailing. Each party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced
hereunder or under any other documents contemplated hereby, that service of process was in any way invalid or ineffective. Subject to Section 9.5(c), the foregoing shall not limit the rights of any party to serve process in any other
manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of Delaware for any purpose except as provided above and shall not be deemed to confer rights on
any Person other than the respective parties to this Agreement. 
 (c) Each of the parties hereto hereby waives any right it may have under
the laws of any jurisdiction to commence by publication any legal action or proceeding with respect to this Agreement or any of the obligations under or relating to this Agreement. To the fullest extent permitted by applicable law, each of the
parties hereto hereby irrevocably waives the objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding with respect to this Agreement or any of the obligations arising under or relating to this
Agreement in the Court of Chancery in the State of Delaware (or, only if the Court of Chancery in the State of Delaware declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State
of Delaware), and hereby further irrevocably waives and agrees not to plead or claim that the Court of Chancery in the State of Delaware (or, only if the Court of Chancery in the State of Delaware declines to accept jurisdiction over a particular
matter, any Federal court of the United States of America sitting in the State of Delaware) is not a convenient forum for any such suit, action or proceeding. 

  
 75 








 (d) The parties hereto agree that any judgment obtained by any party hereto or its successors or
assigns in any action, suit or proceeding referred to above may, in the discretion of such party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. 

(e) EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT
TO ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5(e). 

Section 9.6. Obligations. All obligations hereunder shall be satisfied in full without set-off, defense or counterclaim. 

Section 9.7. Consents, Approvals and Actions. 

(a) MD Stockholders. All actions required to be taken by, or approvals or consents of, the MD Stockholders under this Agreement,
the Management Stockholders Agreement, the Class A Stockholders Agreement, the Class C Stockholders Agreement and the Registration Rights Agreement, shall be taken by consent or approval by, or agreement of MD or his permitted assignee;
provided, that upon the occurrence and during the continuation of a Disabling Event, such approval or consent shall be taken by consent or approval by, or agreement of, the holders of a majority of the DTI Securities held by the MD
Stockholders, and in each case, such consent, approval or agreement shall constitute the necessary action, approval or consent by the MD Stockholders. 

(b) SLP Stockholders. All actions required to be taken by, or approvals or consents of, the SLP Stockholders under this Agreement,
the Management Stockholders Agreement, the Class A Stockholders Agreement, the Class C Stockholders Agreement and the Registration Rights Agreement, shall be taken by consent or approval by, or agreement of the holders of a majority of the DTI
Securities held by the SLP Stockholders, and in each case such consent, approval or agreement shall constitute the necessary action, approval or consent by the SLP Stockholders. 

(c) MSD Partners Stockholders. All actions required to be taken by, or approvals or consents of, the MSD Partners Stockholders
under this Agreement, the Management 

  
 76 








 
Stockholders Agreement, the Class A Stockholders Agreement, the Class C Stockholders Agreement and the Registration Rights Agreement, shall be taken by consent or approval by, or agreement of,
the holders of a majority of the DTI Securities held by the MSD Partners Stockholders, and such consent, approval or agreement shall constitute the necessary action, approval or consent by the MSD Partners Stockholders. 

Section 9.8. Amendment; Waiver.

(a) Except as set forth in Section 9.8(b), any amendment, modification, supplement or waiver to or of any provision of this Agreement,
the Management Stockholders Agreement, the Class A Stockholders Agreement, the Class C Stockholders Agreement or the Registration Rights Agreement shall require the prior written approval of the MD Stockholders and the SLP Stockholders;
provided, that if the express terms of any such amendment, modification, supplement or waiver disproportionately and adversely affects a Stockholder (other than the Sponsor Stockholders) or an MSD Partners Stockholder relative to the SLP
Stockholders, it shall require the prior written consent of the holders of a majority of the DTI Securities held by such affected Stockholders and their Permitted Transferees in the aggregate. 

(b) Notwithstanding the foregoing, (i) any addition of a transferee of DTI Securities or a recipient of DTI Securities as a party hereto
pursuant to ARTICLE VII shall not constitute an amendment hereto and the applicable Joinder Agreement need be signed only by the Company and such transferee or recipient and (ii) the Company shall promptly amend the books and records of the
Company appropriately and as and to the extent necessary to reflect the removal or addition of a Stockholder, any changes in the amount and/or type of DTI Securities beneficially owned by each Stockholder and/or the addition of a transferee of DTI
Securities or a recipient of any DTI Securities, in each case, pursuant to and in accordance with the terms of this Agreement. 
 (c) Any
failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed a waiver of such provision or any other provisions hereof. The waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in
exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any
other or further exercise thereof or the exercise of any other right, power or remedy. 
 Section 9.9. Assignment of Rights By
Stockholders.
 (a) Subject to Section 9.9(b), no Stockholder may assign or transfer its rights under this Agreement
except with the prior consent of the MD Stockholders and the SLP Stockholders. Any purported assignment of rights or obligations under this Agreement in derogation of this Section 9.9 shall be null and void. 

(b) Notwithstanding anything in this Agreement to the contrary (but without limiting the restrictions on transfer contained in ARTICLE
IV): 
 (i) the MD Stockholders may assign or transfer their rights under this Agreement solely in connection with, and
subject to the consummation of, a Qualified Sale Transaction; and 

  
 77 








 (ii) the SLP Stockholders may assign or transfer all of their rights under this
Agreement to any Person to whom the SLP Stockholders transfer DTI Securities beneficially owned by the SLP Stockholders (and such transferee who is transferred such rights shall be deemed to be the SLP Stockholders for all purposes hereunder);
provided, that the SLP Stockholders may only assign or transfer all of their rights under or pursuant to ARTICLE III and Section 4.7(a) (and thereafter the SLP Stockholders shall retain no such rights) to any Person or group of
Affiliated Persons to whom the SLP Stockholders transfer greater than a majority of the DTI Securities beneficially owned by the SLP Stockholders immediately following the Closing (as adjusted for any stock split, stock dividend, reverse stock split
or similar event occurring after the Closing) (and such transferee who is transferred such rights shall be deemed to be the SLP Stockholders for all purposes hereunder); provided, further, that the SLP Stockholders may only assign or
transfer (A) all of their rights under or pursuant to Section 3.1(c)(iv)(B) prior to an IPO and (B) their rights set forth in Section 3.3, in whole but not in part; provided, further, that the SLP Stockholders shall
retain the right, at their election, to be deemed the “SLP Stockholders” for purposes of ARTICLE IV (other than the right to be an Initiating Drag-Along Seller pursuant to clause (y) of the definition thereof); and 

(iii) the MSD Partners Stockholders may assign or transfer all of their rights under this Agreement to any Person or group of
Affiliated Persons to whom the MSD Partners Stockholders transfer greater than a majority of the DTI Securities beneficially owned by the MSD Partners Stockholders immediately following the Closing (as adjusted for any stock split, stock dividend,
reverse stock split or similar event occurring after the Closing) (and such transferee who is transferred such rights shall be deemed to be the MSD Partners Stockholders for all purposes hereunder). 

Section 9.10. Binding Effect. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the parties’ successors and permitted assigns. 
 Section 9.11. Third Party Beneficiaries. Except for
Section 3.5, Section 6.2, ARTICLE VIII and Section 9.14 (which will be for the benefit of the Persons set forth therein, and any such Person will have the rights provided for therein), this Agreement does not create any
rights, claims or benefits inuring to any Person that is not a party hereto, and it does not create or establish any third party beneficiary hereto.

Section 9.12. Termination. This Agreement shall terminate only (i) by written consent of the MD Stockholders (for so long as the MD
Stockholders own DTI Securities) and the SLP Stockholders (for so long as the SLP Stockholders own DTI Securities), (ii) upon the consummation of a Drag-Along Sale or (iii) upon the dissolution or liquidation of the Company; provided, that
Section 3.5 shall survive any such termination and remain in full force and effect; provided, further, that in the case of a termination pursuant to clauses (i) or (ii), Section 6.7 and


  
 78 








 
ARTICLE VIII shall survive any such termination and remain in full force and effect unless and solely to the extent expressly waived in writing, with reference to such provisions, by the
MD Stockholders and the SLP Stockholders. 
 Section 9.13. Notices. Any and all notices, designations, offers, acceptances or other
communications provided for herein shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by facsimile (with written confirmation of transmission), e-mail (with written confirmation of transmission) or
nationally-recognized overnight courier, which shall be addressed: 
 (a) in the case of the Company, to its principal office to the
attention of its General Counsel; 
 (b) in the case of the Stockholders identified below, to the following respective addresses, e-mail
addresses or facsimile numbers: 
  

			
	If to any of the SLP Stockholders or the SLP Denali Co-Investor, to:
	
	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	 	
	
	c/o Silver Lake Partners
	9 West 57th Street
	32nd Floor
	New York, NY 10019
	Attention:	 	Andrew J. Schader
	Facsimile:	 	(212) 981-3535
	E-mail:  andy.schader@silverlake.com
	
	with a copy (which shall not constitute actual or constructive notice) to:
	
	Simpson Thacher & Bartlett LLP
	2475 Hanover Street
	Palo Alto, CA 94304
	Attention:	 	Rich Capelouto
		 	Chad A. Skinner
	Facsimile:	 	(650) 251-5002
	Email:  rcapelouto@stblaw.com
	Email:  cskinner@stblaw.com



  
 79 








 
			
	If to any of the MD Stockholders, to:
	
	Michael S. Dell
	c/o Dell Inc.
	One Dell Way
	Round Rock, TX 78682
	Facsimile:	 	(512) 283-1469
	Email:  michael@dell.com
	
	with a copy (which shall not constitute actual or constructive notice) to:
	
	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, NY 10019
	Attention:	 	Steven A. Rosenblum
		 	Andrew J. Nussbaum
		 	Gordon S. Moodie
	Facsimile:	 	(212) 403-2000
	Email:  sarosenblum@wlrk.com
	Email:  ajnussbaum@wlrk.com
	Email:  gsmoodie@wlrk.com
	
	and
	
	MSD Capital, L.P.
	645 Fifth Avenue
	21st Floor	 	
	New York, NY 10022-5910
	Attention:	 	Marc R. Lisker
		 	Marcello Liguori
	Facsimile:	 	(212) 303-1772
	Email:  mlisker@msdcapital.com
	Email:  mliguori@msdcapital.com
	
	If to any of the MSD Partners Stockholders, to:
	
	MSD Partners, L.P.
	 645 Fifth Avenue
 21st Floor

New York, NY 10022-5910

	Attention:	 	Marc R. Lisker
		 	Marcello Liguori
	Facsimile:	 	(212) 303-1772
	Email:  mlisker@msdpartners.com
	Email:  mliguori@msdpartners.com



  
 80 









			
	with a copy (which shall not constitute actual or constructive notice) to:
	
	Wachtell, Lipton, Rosen & Katz
	 51 West 52nd Street
 New York, NY
10019

	Attention:	 	Steven A. Rosenblum
		 	Andrew J. Nussbaum
		 	Gordon S. Moodie
	Facsimile:	 	(212) 403-2000
	Email:  sarosenblum@wlrk.com
	Email:  ajnussbaum@wlrk.com
	Email:  gsmoodie@wlrk.com


 (c) in the case of any other Stockholder, to the address, e-mail address or facsimile number appearing
in the Capitalization Table provided by the Company and/or in its Joinder Agreement (if applicable). 
 Any and all notices, designations, offers,
acceptances or other communications shall be conclusively deemed to have been given, delivered or received (i) in the case of personal delivery, on the day of actual delivery thereof, (ii) in the case of facsimile or e-mail, on the day of
transmittal thereof if given during the normal business hours of the recipient, and on the Business Day during which such normal business hours next occur if not given during such hours on any day and (iii) in the case of dispatch by
nationally-recognized overnight courier, on the next Business Day following the disposition with such nationally-recognized overnight courier. By notice complying with the foregoing provisions of this Section 9.13, each party shall have the
right to change its mailing address, e-mail address or facsimile number for the notices and communications to such party. The Stockholders hereby consent to the delivery of any and all notices, designations, offers, acceptances or other
communications provided for herein by Electronic Transmission addressed to the email address or facsimile number of such Stockholders as provided herein. 

Section 9.14. No Third Party Liability. This Agreement may only be enforced against the named parties hereto. All claims or causes
of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this
Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto; and no past, present or future director, officer, employee, incorporator, member, partner,
stockholder, Affiliate, portfolio company in which any such party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or representative of any party hereto (including any Person
negotiating or executing this Agreement on behalf of a party hereto), unless party to this Agreement, shall have any liability or obligation with respect to this Agreement or with respect any claim or cause of action (whether in contract or tort)
that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

 Section 9.15. No Partnership. Nothing in this Agreement and no actions taken by the parties under this Agreement shall constitute
a partnership, association or other co-operative entity between any of the parties or constitute any party the agent of any other party for any purpose. 

  
 81 








 Section 9.16. Aggregation; Beneficial Ownership.

(a) Subject to Section 9.16(c), all DTI Securities held or acquired by (a) the MD Stockholders and their Affiliates and Permitted
Transferees, (b) the MSD Partners Stockholders and their Affiliates and Permitted Transferees or (c) the SLP Stockholders and their Affiliates and Permitted Transferees shall be aggregated together for the purpose of determining the availability of
any rights under and application of any limitations under this Agreement, and each such Stockholder and its Affiliates may apportion such rights as among themselves in any manner they deem appropriate. 

(b) Subject to Section 9.16(c), without limiting the generality of the foregoing: 

(i) for the purposes of calculating the beneficial ownership of the MD Stockholders, all of the MD Stockholders’ DTI
Common Stock, the MSD Partners Stockholders’ DTI Common Stock, all of their respective Affiliates’ DTI Common Stock and all of their respective Permitted Transferees’ DTI Common Stock (including in each case DTI Common Stock issuable
upon exercise, delivery or vesting of Company Awards) shall be included as being owned by the MD Stockholders and as being outstanding. 

(ii) for the purposes of calculating the beneficial ownership of any other Stockholder, all of such Stockholder’s DTI
Common Stock, all of its Affiliates’ DTI Common Stock and all of its Permitted Transferees’ DTI Common Stock (including in each case DTI Common Stock issuable upon exercise, delivery or vesting of Company Awards) shall be included as being
owned by such Stockholder and as being outstanding. 
 (c) Notwithstanding anything herein to the contrary, in the case of any transfer of
DTI Securities by the MD Stockholders, their Affiliates or Permitted Transferees after MD’s death to an individual or Person other than an (i) individual or entity described in clauses (i)(A), (i)(B), (i)(C) or (i)(D) of the definition of
“Permitted Transferee” or (ii) MD Fiduciary, such DTI Securities shall not be deemed to be owned by the MD Stockholders for purposes of Section 3.1. 

Section 9.17. Severability. If any portion of this Agreement shall be declared void or unenforceable by any court or administrative
body of competent jurisdiction, such portion shall be deemed severable from the remainder of this Agreement, which shall continue in all respects to be valid and enforceable. 

Section 9.18. Counterparts. This Agreement may be executed in any number of counterparts (which delivery may be via facsimile
transmission or e-mail if in .pdf format), each of which shall be deemed an original, but all of which together shall constitute a single instrument. 

[Remainder of page intentionally left blank] 

  
 82 








 IN WITNESS WHEREOF, each of the undersigned has executed this Sponsor Stockholders Agreement or
caused this Sponsor Stockholders Agreement to be signed by its officer thereunto duly authorized as of the date first written above. 
  

							
	COMPANY:
	
	DELL TECHNOLOGIES INC.
			
		 	By:	 	 /s/ Janet B. Wright

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



  
 [Sponsor Stockholders
Agreement] 








 
							
	SPECIFIED SUBSIDIARY:
	
	DENALI INTERMEDIATE INC.
			
		 	By:	 	 /s/ Janet B. Wright

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



  
 [Sponsor Stockholders
Agreement] 








 
							
	SPECIFIED SUBSIDIARY:
	
	DELL INC.
			
		 	By:	 	 /s/ Janet B. Wright

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



  
 [Sponsor Stockholders
Agreement] 








 
							
	SPECIFIED SUBSIDIARY:
	
	EMC CORPORATION
			
		 	By:	 	 /s/ Janet B. Wright

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



  
 [Sponsor Stockholders
Agreement] 








 
							
	SPECIFIED SUBSIDIARY:
	
	DENALI FINANCE CORP.
			
		 	By:	 	 /s/ Janet B. Wright

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



  
 [Sponsor Stockholders
Agreement] 








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

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



  
 [Sponsor Stockholders
Agreement] 








 
	
	MD STOCKHOLDER:
	
	 /s/ Michael S. Dell

	MICHAEL S. DELL



  
 [Sponsor Stockholders
Agreement] 








 
							
	MD STOCKHOLDER:
	
	SUSAN LIEBERMAN DELL SEPARATE PROPERTY TRUST
			
		 	By:	 	 /s/ Marc R. Lisker

		 		 	Name:	 	Marc R. Lisker
		 		 	Title:	 	President, Hexagon Trust Company



  
 [Sponsor Stockholders
Agreement] 








 
					
	MSD PARTNERS STOCKHOLDERS:
	
	MSDC DENALI INVESTORS, L.P.
		
	By:	 	MSDC Denali (GP), LLC, its General Partner
		
	By:	 	 /s/ Marcello Liguori

		 	Name:	 	Marcello Liguori
		 	Title:	 	Authorized Signatory
	
	MSDC DENALI EIV, LLC
		
	By:	 	MSDC Denali (GP), LLC, its Managing Member
		
	By:	 	 /s/ Marcello Liguori

		 	Name:	 	Marcello Liguori
		 	Title:	 	Authorized Signatory



  
 [Sponsor Stockholders
Agreement] 








 
					
	SLP STOCKHOLDERS:
	
	SILVER LAKE PARTNERS III, L.P.
	
	By: Silver Lake Technology Associates III, L.P., its general partner
		
	By:	 	SLTA III (GP), L.L.C., its general partner
		
	By:	 	Silver Lake Group, L.L.C., its managing member
		
	By:	 	 /s/ James Davidson

		 	Name:	 	James Davidson
		 	Title:	 	Managing Director
	
	SILVER LAKE PARTNERS IV, L.P.
	
	By: Silver Lake Technology Associates IV, L.P., its general partner
		
	By:	 	SLTA IV (GP), L.L.C., its general partner
		
	By:	 	Silver Lake Group, L.L.C., its managing member
		
	By:	 	 /s/ James Davidson

		 	Name:	 	James Davidson
		 	Title:	 	Managing Director
	
	SILVER LAKE TECHNOLOGY INVESTORS III, L.P.
	
	By: Silver Lake Technology Associates III, L.P., its general partner
		
	By:	 	SLTA III (GP), L.L.C., its general partner
		
	By:	 	Silver Lake Group, L.L.C., its managing member
		
	By:	 	 /s/ James Davidson

		 	Name:	 	James Davidson
		 	Title:	 	Managing Director



  
 [Sponsor Stockholders
Agreement] 








 
					
	SILVER LAKE TECHNOLOGY INVESTORS IV, L.P.
	
	By: Silver Lake Technology Associates IV, L.P., its general partner
		
	By:	 	SLTA IV (GP), L.L.C., its general partner
		
	By:	 	Silver Lake Group, L.L.C., its managing member
		
	By:	 	 /s/ James Davidson

		 	Name:	 	James Davidson
		 	Title:	 	Managing Director
	
	SLP DENALI CO-INVEST, L.P.
	
	By: SLP Denali Co-Invest GP, L.L.C., its general partner
		
	By:	 	Silver Lake Technology Associates III, L.P., its managing member
		
	By:	 	SLTA III (GP), L.L.C., its general partner
		
	By:	 	Silver Lake Group, L.L.C., its managing member
		
	By:	 	 /s/ James Davidson

		 	Name:	 	James Davidson
		 	Title:	 	Managing Member



  
 [Sponsor Stockholders
Agreement] 








 Annex A-1 

FORM OF 
 JOINDER
AGREEMENT 
 The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Amended and Restated Sponsor
Stockholders Agreement, dated as of September 7, 2016 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Sponsor Stockholders Agreement”) by and among Dell Technologies Inc., Denali
Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, 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 Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. 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 Sponsor Stockholders Agreement. 

By executing and delivering this Joinder Agreement to the Sponsor Stockholders Agreement, the undersigned hereby adopts and approves the
Sponsor 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 to, and to be bound by and comply with the provisions of,
the Sponsor Stockholders Agreement applicable to a Stockholder [and] [an MD Stockholder / MD Co-Investor][MSD Partners Stockholder / MSD Partners Co-Investor][SLP Stockholder], respectively, in the same manner as if the undersigned were an original
signatory to the Sponsor Stockholders Agreement.
 [The undersigned hereby represents and warrants that, pursuant to this Joinder Agreement
and the Sponsor Stockholders Agreement, it is a Permitted Transferee of [●] and will be the lawful record owner of [●] shares of [Insert description of series / type of Security] of the Company as of the date hereof. The
undersigned hereby covenants and agrees that it will take all such actions as required of a Permitted Transferee as set forth in the Sponsor Stockholders Agreement, including but not limited to conveying its record and beneficial ownership of any
DTI Securities and all rights, title and obligations thereunder back to the initial transferor Stockholder or to another Permitted Transferee of the original transferor Stockholder, as the case may be, immediately prior to such time that the
undersigned no longer meets the qualifications of a Permitted Transferee as set forth in the Sponsor Stockholders Agreement.]1 

The undersigned acknowledges and agrees that Section 9.2 through Section 9.5 of the Sponsor Stockholders Agreement are
incorporated herein by reference, mutatis mutandis.
 [Remainder of page intentionally left blank] 

 

	1 	[To be included for transfers of DTI Securities to Permitted Transferees] 








 Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the
     day of             ,         . 
  


			
	  

	Signature
	
	  

	Print Name
		
	Address:	 	  

	  

	  

	Telephone:	 	  

	Facsimile:	 	  

	Email:	 	  











			
	AGREED AND ACCEPTED
	as of the      day of             ,         .
	
	DELL TECHNOLOGIES INC.
		
	By:	 	  

		 	Name:
		 	Title:








 Annex A-2 

FORM OF 
 SPECIFIED
SUBSIDIARY JOINDER AGREEMENT 
 The undersigned is executing and delivering this Specified Subsidiary Joinder Agreement pursuant to that
certain Amended and Restated Sponsor Stockholders Agreement, dated as of September 7, 2016 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Sponsor Stockholders Agreement”) by and
among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, 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 Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP
Denali Co-Invest, L.P. 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
Sponsor Stockholders Agreement. 
 By executing and delivering this Joinder Agreement to the Sponsor Stockholders Agreement, the undersigned
hereby adopts and approves the Sponsor Stockholders 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 Sponsor Stockholders Agreement applicable to a
Specified Subsidiary, in the same manner as if the undersigned were an original signatory to the Sponsor Stockholders Agreement.
 The
undersigned acknowledges and agrees that Section 9.2 through Section 9.5 of the Sponsor Stockholders Agreement are incorporated herein by reference, mutatis mutandis.

Accordingly, the undersigned has executed and delivered this Specified Subsidiary Joinder Agreement as of the      day of
            ,         . 
  

			
	SPECIFIED SUBSIDIARY:
	
	[●]
		
	By:	 	  

		 	Name:
		 	Title:









 Annex B 

FORM OF 
 SPOUSAL CONSENT

 In consideration of the execution of that certain Amended and Restated Sponsor Stockholders Agreement, dated as of September 7,
2016 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Sponsor Stockholders Agreement”) by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance
Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, 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 Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and any other Persons who become a party thereto in accordance with the
thereof, I,
                                        , the
spouse of
                                        , who is
a party to the Sponsor Stockholders Agreement, do hereby join with my spouse in executing the foregoing Sponsor Stockholders Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of the issuance,
acquisition or receipt of DTI Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the
state or province of my or our residence as of the date of signing this consent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Sponsor Stockholders Agreement. 

 

					
	Dated as of                  ,         	 		 	  

		 		 	(Signature of Spouse)
			
		 		 	  

		 		 	(Print Name of Spouse)








 Annex C 

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT 

INDEMNIFICATION AGREEMENT 
 This
Indemnification Agreement (this “Agreement”) is made and entered into, effective                     , by and between Dell
Technologies Inc., a Delaware corporation (the “Company”), and                      (“Indemnitee”).
This Agreement shall supersede the prior indemnification agreement between the Company and Indemnitee dated as of                      and, for the
avoidance of doubt, this Agreement shall apply to any Expenses, Indemnifiable Claims and Indemnifiable Losses incurred or arising on, prior to or after the date of this Agreement. 

Recitals 
  

	A.	Competent and experienced persons are reluctant to serve or to continue to serve as directors or officers of corporations unless they are provided with adequate protection through insurance or indemnification (or both)
against claims against them arising out of their service and activities as directors. 

  

	B.	Uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for corporations to attract and retain competent and experienced persons to serve as directors or
officers. 

  

	C.	The Board of Directors of the Company (the “Board”) has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and
experienced persons to serve as directors or officers of the Company and, in some cases, of its subsidiaries, that this situation is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure its
directors and officers that there will be increased certainty of adequate protection in the future. 

  

	D.	It is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify its directors and officers to the fullest extent permitted by applicable law in order to induce them to serve or
continue to serve as directors or officers of the Company or its subsidiaries. 

  

	E.	Indemnitee’s willingness to continue to serve in his or her current capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her to the fullest extent permitted by the
laws of the State of Delaware and upon the other undertakings set forth in this Agreement. 

  

	F.	 In recognition of the need to provide Indemnitee with substantial protection against personal liability, in order
to procure Indemnitee’s continued service, and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable
irrespective of any amendment to the Company’s Certificate of Incorporation or Bylaws (collectively, the “Constituent Documents”), any 










	 	
Change of Control (as defined in Section 1(a)) or any change in the composition of the Board), the Company wishes to provide in this Agreement for the indemnification of and the advancement of
Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement. 

 Now, therefore, for and in consideration of the
foregoing premises, Indemnitee’s agreement to continue to serve the Company in his or her current capacity and the mutual covenants and agreements contained herein, the parties hereby agree as follows: 

 

	1.	Certain Definitions — In addition to terms defined elsewhere herein, the following terms shall have the respective meanings indicated below when used in this Agreement: 


 

	 	(a)	“Change of Control” shall mean the occurrence of any of the following events: 

  

	 	(i)	The acquisition after the date of this Agreement by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either the then outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this paragraph (i), the following acquisitions shall not constitute a Change of Control: 

  

	 	(A)	any acquisition directly from the Company or any Controlled Affiliate of the Company; 

  

	 	(B)	any acquisition by the Company or any Controlled Affiliate of the Company; 

  

	 	(C)	any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Controlled Affiliate of the Company; 


 

	 	(D)	any acquisition by Mr. Michael S. Dell, his Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), his heirs or any trust or foundation to which he has transferred or may
transfer Outstanding Company Common Stock or Outstanding Company Voting Securities; or 

  

	 	(E)	any acquisition by any entity or its security holders pursuant to a transaction that complies with clauses (A), (B), and (C) of paragraph (iii) below; 









	 	(ii)	Individuals who, as of the date of this Agreement, constitute the Board (collectively, the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual who becomes a director of the Company subsequent to the date of this Agreement and whose election or appointment by the Board or nomination for election by the Company’s stockholders was approved by a vote of at
least a majority of the then Incumbent Directors, shall be considered as an Incumbent Director, unless such individual’s initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; 

  

	 	(iii)	 Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all
the assets of the Company or an acquisition of assets of another corporation (a “Business Combination”), unless, in each case, following such Business Combination (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such
Business Combination (including a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of
the Company or the corporation resulting from such Business Combination and any Person referred to in clause (D) of paragraph (i) above) beneficially owns, directly or indirectly, 15% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership of the Company existed prior to the Business
Combination and (C) at least a majority of the members of 










	 	
the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; 

  

	 	(iv)	Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or 

  

	 	(v)	The occurrence of any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) under
the Exchange Act, whether or not the Company is then subject to such reporting requirement. 

 Notwithstanding the foregoing,
in no event shall a Change in Control be deemed to have occurred if, after the occurrence of any of the events described in Sections 1(a)(i), 1(a)(ii), 1(a)(iii), 1(a)(iv) or 1(a)(v), Dell Technologies Inc., a Delaware corporation, directly or
indirectly through a Controlled Affiliate, beneficially owns a majority of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors. 

 

	 	(b)	“Claim” shall mean (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding (including any cross claim or counterclaim in any action, suit or proceeding),
whether civil, criminal, administrative, arbitrative, investigative or other and whether made pursuant to federal, state or other law (including securities laws); and (ii) any inquiry or investigation (including discovery), whether made,
instituted or conducted by the Company or any other party, including any federal, state or other governmental entity, that Indemnitee in good faith believes might lead to the institution of any such claim, demand, action, suit or proceeding.


  

	 	(c)	“Controlled Affiliate” shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or
indirectly controlled by the Company. For purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or
enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided, however, that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise
entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute
“control” for purposes of this definition. 









	 	(d)	“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Claim with respect to which indemnification is sought by Indemnitee. 


 

	 	(e)	“Expenses” shall mean all costs, expenses (including attorneys’ and experts’ fees and expenses) and obligations paid or incurred in connection with investigating, defending (including
affirmative defenses and counterclaims), being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim relating to an Indemnifiable Claim.


  

	 	(f)	“Indemnifiable Claim” shall mean any Claim based upon, arising out of or resulting from any of the following: 


 

	 	(i)	Any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director or officer of the Company or as a director, officer, employee, member, manager, trustee, fiduciary or agent
(collectively, a “Representative”) of any Controlled Affiliate or other corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise, whether or not for
profit, as to which Indemnitee is or was serving at the request of the Company as a Representative; 

  

	 	(ii)	Any actual, alleged or suspected act or failure to act by Indemnitee with respect to any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise
referred to in clause (i) of this Section 1(f); or 

  

	 	(iii)	Indemnitee’s status as a current or former director or officer of the Company or as a current or former Representative of the Company or any other entity or enterprise referred to in clause (i) of this Section
1(f) or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. 


In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to
have served at the request of the Company as a Representative of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee, fiduciary or agent of such entity or enterprise and
(A) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (B) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the
Company or a Controlled Affiliate or (C) the Company or a Controlled Affiliate directly or indirectly caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity. 








	 	(g)	“Indemnifiable Losses” shall mean any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim. 


 

	 	(h)	“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and, as of the time of selection with respect to any Indemnifiable Claim,
is not nor in the past five years has been retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or other indemnitees under
similar indemnification agreements) or (ii) any other party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


  

	 	(i)	“Losses” means any and all Expenses, damages (including punitive, exemplary and the multiplied portion of any damages), losses, liabilities, judgments, payments, fines, penalties (whether civil,
criminal or other), awards and amounts paid in settlement (including all interest, assessments and other charges paid or incurred in connection with or with respect to any of the foregoing). 


 

	2.	Indemnification Obligation — Subject to Section 9, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect
on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses. 


 

	3.	Exclusions – Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any Claim involving
Indemnitee: 

  

	 	(a)	for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess Losses beyond the amount paid under any insurance policy
or other indemnity provision; or 

  

	 	(b)	 for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of
securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by Indemnitee from the sale of 










	 	
securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any
reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply
with stock exchange listing requirements implementing Section 10D of the Exchange Act; or 

  

	 	(c)	except as provided in Sections 5 and 24 of this Agreement, in connection with any Claim initiated by Indemnitee, including any Claim initiated by Indemnitee against the Company or its directors, officers, employees or
other indemnitees, unless (i) the Board authorized the Claim prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. 


 

	4.	Advancement of Expenses — Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or
resulting from any Indemnifiable Claim paid or incurred by Indemnitee and as to which Indemnitee provides supporting documentation. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of
conduct. Without limiting the generality or effect of the foregoing, within 15 calendar days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of
Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses or (c) reimburse Indemnitee for such Expenses; provided, however, that Indemnitee shall repay, without interest, any amounts actually advanced to
Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or incurred by Indemnitee with respect to Expenses relating to, arising out of or resulting from such Indemnifiable
Claim. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced (without interest) to the
extent that it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 4 shall not apply to any
claim made by Indemnitee for which indemnity is excluded pursuant to Section 3. 

  

	5.	 Indemnification for Additional Expenses — Without limiting the generality or effect of the
foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse 










	 	
Indemnitee for, or advance to Indemnitee, within 15 calendar days of such request accompanied by supporting documentation for specific Expenses to be reimbursed or advanced, any and all Expenses
paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement or under any
other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company,
regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any
such advance of Expenses (or portion thereof) that remains unspent at the final disposition of the Claim to which the advance related. 

  

	6.	Indemnification For Expenses of a Witness — Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of
an Indemnifiable Claim, a witness or otherwise asked to participate in any Claim to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith. 

  

	7.	Partial Indemnity — If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. 

  

	8.	Procedure for Notification — To obtain indemnification under this Agreement with respect to an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request
therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’
liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers
in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers and copies of all subsequent correspondence between the Company and such
insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or
Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the
Company of substantial defenses, rights or insurance coverage. 









	9.	Determination of Right to Indemnification —  

  

	 	(a)	To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without
prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in paragraph
(b) below) shall be required. 

  

	 	(b)	To the extent that the provisions of Section 9(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard
of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of
Conduct Determination”) shall be made as follows: 

  

	 	(i)	If a Change of Control has not occurred, or if a Change of Control has occurred but Indemnitee has requested that the Standard of Conduct Determination be made pursuant to this clause (i): 


 

	 	(A)	By a majority vote of the Disinterested Directors, even if less than a quorum of the Board; 

  

	 	(B)	If such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors; or 


 

	 	(C)	If there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and 


 

	 	(ii)	If a Change of Control has occurred and Indemnitee has not requested that the Standard of Conduct Determination be made pursuant to clause (i) above, by Independent Counsel in a written opinion addressed to the
Board, a copy of which shall be delivered to Indemnitee. 

 Indemnitee will cooperate with the person or persons making such
Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure








 
and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by
Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within 15 calendar days of such request, accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all costs and expenses (including
attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person making such Standard of Conduct Determination. 
  

	 	(c)	The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 9(b) to be made as promptly as practicable. If (i) the person or persons empowered
or selected under Section 9(b) to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of
the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent
Counsel, that is permitted under the provisions of Section 9(e) to make such determination and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section 9(b), then Indemnitee shall be
deemed to have satisfied the applicable standard of conduct; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person making such determination in good faith requires
such additional time to obtain or evaluate documentation or information relating thereto. 

  

	 	(d)	If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 9(a), (ii) no determination of whether Indemnitee has satisfied any applicable
standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses or (iii) Indemnitee has been determined or deemed pursuant to Section 9(b) or (c)
to have satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within 15
calendar days after the later of (x) the Notification Date with respect to the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable
Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses. 









	 	(e)	If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9(b)(i), the Independent Counsel shall be selected by the Board and the Company shall give written notice to
Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9(b)(ii), the Independent Counsel shall be selected by
Indemnitee and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving
written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria
set forth in the definition of “Independent Counsel” in Section 1(h) and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected
shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court
has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the
alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of
clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 9(e) to make the Standard of Conduct
Determination shall have been selected within 30 days after the Company gives its initial notice pursuant to the first sentence of this Section 9(e) or Indemnitee gives its initial notice pursuant to the second sentence of this
Section 9(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection that has been made by the Company or Indemnitee to the other’s selection of
Independent Counsel or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or
firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to
Section 9(b). 

  

	10.	 Presumption of Entitlement — In making any Standard of Conduct Determination, the person or
persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the 










	 	
Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any
determination contrary to that presumption. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including
by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification by the Company hereunder or create a presumption that Indemnitee has
not met any applicable standard of conduct. 

  

	11.	No Other Presumption — For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo
contendere or its equivalent, or an entry of an order of probation prior to judgment, shall not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.


  

	12.	Non-Exclusivity — The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the
Constituent Documents, the substantive laws of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity Provisions”). No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute
or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Constituent Documents and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Subject to Section 15, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy. 

  

	13.	 Liability Insurance and Funding — For the duration of Indemnitee’s service as a director
or officer of the Company and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, to the extent the Company maintains policies of directors’ and officers’ liability insurance providing
coverage for directors and officers of the Company, Indemnitee shall be covered by such policies, in accordance with their terms, to the maximum extent of the coverage available for any other director or officer of the Company. Upon request of
Indemnitee, the Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related











	 	
materials and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences,
no discontinuation or significant reduction in the scope or amount of coverage from one policy period to the next shall be effective (a) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a
quorum, or (b) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be
unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and
benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use
other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement. 


 

	14.	Subrogation — The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by an Indemnitee-Related Entity (as defined
herein). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Indemnitee-Related Entity to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by Indemnitee are secondary), (ii) it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts
paid in settlement to the extent legally permitted and as required by the Certificate of Incorporation or By-laws (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Indemnitee-Related
Entity, and (iii) it irrevocably waives, relinquishes and releases the Indemnitee-Related Entity from any and all claims against the Indemnitee-Related Entity for contribution, subrogation or any other recovery of any kind in respect thereof. The
Company further agrees that no advancement or payment by the Indemnitee-Related Entity on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the
Indemnitee-Related Entity shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The term “Indemnitee-Related Entity” means
any company, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or the insurer under and pursuant to an insurance policy of the Company) from whom an
Indemnitee may be entitled to indemnification or advancement of Expenses with respect to which the Company may also have an indemnification or advancement obligation. 









	15.	No Duplication of Payments — Subject to the provisions of Section 14 of this Agreement, the Company shall not be liable under this Agreement to make any payment to Indemnitee with respect to any
Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents or Other Indemnity Provisions or otherwise (including from
any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) with respect to such Indemnifiable Losses otherwise indemnifiable hereunder. 


 

	16.	Defense of Claims — The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee;
provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict,
(b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are
different from or in addition to those available to the Company or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to
retain separate counsel (but not more than one law firm plus, if applicable, local counsel with respect to any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for
any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any
threatened or pending Indemnifiable Claim that Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims
that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that Indemnitee may withhold consent to (i) any settlement that
does not provide a complete and unconditional release of Indemnitee or (ii) any settlement which imposes a monetary payment obligation upon Indemnitee which is not being paid in full by the Company, insurance coverage or any other party for the
benefit of Indemnitee. 

  

	17.	Successors and Binding Agreement — 

  

	 	(a)	 The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be 










	 	
binding upon and inure to the benefit of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all the business or assets of the
Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the
Company. 

  

	 	(b)	This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors.


  

	 	(c)	This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in
Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other
than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted
to be assigned or transferred. 

  

	18.	Duration of Agreement — This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of
the Company or (b) one (1) year after the final termination of any proceeding then pending in respect of an Indemnifiable Claim and of any proceeding commenced by Indemnitee pursuant to Section 24 of this Agreement relating
thereto.

  

	19.	Notices — For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the
Secretary of the Company) and to Indemnitee at the addresses shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address
will be effective only upon receipt. 

  

	20.	 Governing Law — The validity, interpretation, construction and performance of this Agreement
shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles 










	 	
of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in
connection with any action or proceeding that arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware. 


 

	21.	Validity — If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this
Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary
to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately
preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the
purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal. 

  

	22.	Amendments; Waivers — No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writing signed by
Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 

  

	23.	Complete Agreement — No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly
in this Agreement. 

  

	24.	 Legal Fees and Expenses — It is the intent of the Company that Indemnitee not be required to
incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the
benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations
under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable or institutes any litigation or other action or proceeding designed to deny, or to
recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as
hereafter provided, to 










	 	
advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company
irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such
counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses
incurred by Indemnitee in connection with any of the foregoing. 

  

	25.	Certain Interpretive Matters —  

  

	 	(a)	No provision of this Agreement shall be interpreted in favor of, or against, either of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason
of the extent to which any such provision is inconsistent with any prior draft hereof or thereof. 

  

	 	(b)	It is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.


  

	 	(c)	All references in this Agreement to Sections, paragraphs, clauses and other subdivisions refer to the corresponding Sections, paragraphs, clauses and other subdivisions of this Agreement unless expressly provided
otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Sections, subsections or other subdivisions and shall be disregarded
in construing the language contained in such subdivisions. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and
“hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The word “or” is not exclusive, and the word
“including” (in its various forms) means “including without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles
(including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. 

  

	26.	Counterparts — This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.









 In witness whereof, Indemnitee has executed, and the Company has caused its duly authorized representative to
execute, this Agreement as of the date first above written. 
  

							
	DELL TECHNOLOGIES INC.	 		 	INDEMNITEE
				
	Address:	 	One Dell Way	 		 	Address:
		 	Round Rock, TX 78682	 		 	
				
	By:	 	  
	 		 	  

	Name:	 		 		 	
	Title:	 		 		 	

 [Indemnification Agreement] 







 Exhibit A 

ANNUAL OPERATING PLAN LINE ITEMS 
 The
Annual Operating Plan shall be prepared and presented using segment reporting (based on the segments of the Company and its Subsidiaries in effect as of the date hereof; provided, that the Company may from time to time change its segments in
the ordinary course). 
  

	 	•	 	The Annual Operating Plan presented shall include the information, detail and line items consistent with customary reviews of the Annual Operating Plan presented by the Chief Financial Officer of the Company;
provided, that such Annual Operating Plan shall include (i) historical consolidated financial information of the Company and its Subsidiaries for the immediately preceding four fiscal quarters ended plus the interim period ending on the
immediately preceding fiscal quarter ended and thru the date the Annual Operating Plan is submitted to the Board and the SLP Stockholders and (ii) a forecast of such information, detail and line items for any fiscal quarters not yet completed for
the then-applicable fiscal year. 

  

	 	•	 	Quarterly non-GAAP income statements and statements of cash flows for the immediately succeeding full fiscal year budget period. 

  

	 	•	 	By business unit (end-user computing (“EUC”), enterprise solutions group (“ESG”), software and peripherals (“S&P”), Services, Software) and by Geography


  

	 	•	 	Non-GAAP revenue 

  

	 	•	 	If new reporting, breakout origination fee and S&P allocated 

  

	 	•	 	Memo: EUC desktops vs. mobility 

  

	 	•	 	Memo: ESG servers vs. storage vs. networking 

  

	 	•	 	Memo: Services S&D vs. Security vs. Apps vs. BPO 

  

	 	•	 	Memo: Software bookings 

  

	 	•	 	Gross profit 

  

	 	•	 	Memo: EUC desktops vs. mobility 

  

	 	•	 	Memo: ESG servers vs. storage vs. networking 

  

	 	•	 	Memo: Services S&D vs. Security vs. Apps vs. BPO 

  

	 	•	 	Memo: Software bookings 

  

	 	•	 	Direct R&D 

  

	 	•	 	Memo: EUC desktops vs. mobility 

  

	 	•	 	Memo: ESG servers vs. storage vs. networking 

  

	 	•	 	Memo: Services S&D vs. Security vs. Apps vs. BPO 

  

	 	•	 	Memo: Software bookings 

  

	 	•	 	Operating expenses (including cash Long Term Incentive (“LTI”), excluding non-cash LTI) 

  

	 	•	 	Roll-up R&D 

  

	 	•	 	Sales 

  

	 	•	 	Marketing 

  

	 	•	 	G&A 

  

	 	•	 	Memo: Gross Cash LTI 

  

	 	•	 	Depreciation & amortization 

  

	 	•	 	 Adjusted EBITDA (per the Credit Agreement dated as of September 7, 2016 (as amended, supplemented or otherwise
modified from time to time, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., Universal Acquisition Co., the 










	 	 
lenders party thereto and Credit Suisse AG, Cayman Islands Branch as Term Loan B Administrative Agent and Collateral Agent and JPMorgan Chase Bank, N.A. as Term Loan A/Revolver Administrative
Agent) 


  

	 	•	 	Capital expenditures 

  

	 	•	 	Change in working capital accounts (including deferred revenue) 

  

	 	•	 	Cash conversion cycle 

  

	 	•	 	Cash taxes 

  

	 	•	 	Cash flow from operations 

  

	 	•	 	Acquisitions / divestitures 

  

	 	•	 	Capitalization: cash by region / debt by tranche