exhibit41






                                                                                                                                                                                                                                                               Exhibit 4.1                               DELL TECHNOLOGIES INC.                                AMENDMENT NO. 1 TO THE        SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT                 THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED  REGISTRATION RIGHTS AGREEMENT, dated as of May 27, 2019 (this “Amendment”), is entered  into by and among Dell Technologies Inc. (the “Company”), a Delaware corporation, and each of the  following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the  “Stockholders”):                (a)    Michael S. Dell and Susan Lieberman Dell Separate Property Trust (collectively,                      the “MD Stockholders”);                (b)    MSDC Denali Investors, L.P., a Delaware limited partnership, and MSDC Denali                      EIV, LLC, a Delaware limited liability company (collectively, the “MSD                      Partners Stockholders”);                (c)    SL SPV-2, L.P., a Delaware limited partnership, Silver Lake Partners IV, L.P., a                      Delaware limited partnership, Silver Lake Technology Investors IV, L.P., a                      Delaware limited partnership, Silver Lake Partners V DE (AIV), L.P., a                      Delaware limited partnership, Silver Lake Technology Investors V, L.P., a                      Delaware limited partnership, and SLP Denali Co-Invest, L.P., a Delaware                      limited partnership (collectively, the “SLP Stockholders”); and                (d)    Venezio Investments Pte. Ltd., a Singapore corporation (the “Temasek                      Stockholder”).                Capitalized terms used but not defined in this Amendment shall have the meanings  ascribed to such terms in the Second Amended and Restated Registration Rights Agreement, dated as of  December 25, 2018 (the “Registration Rights Agreement”), by and between the Company and the  Stockholders referred to therein.  Capitalized terms defined in this Amendment shall have the meanings  ascribed to them herein for purposes of this Amendment and the Registration Rights Agreement.                WHEREAS, pursuant to Section 2.1(a) of the Registration Rights Agreement, the  Company is required to use its reasonable best efforts to file a Shelf Registration Statement for a public  offering of all Registrable Securities (or such lesser amount agreed in accordance with the terms and  conditions of the Registration Rights Agreement) no later than the first day on which such filing can be  made with the SEC following the 150th day after the consummation of the Merger (such date, the “Shelf  Registration Filing Deadline”);                WHEREAS, the Company and the Stockholders wish to amend Section 2.1(a) of the  Registration Rights Agreement to extend the Shelf Registration Filing Deadline;                WHEREAS, any amendment, modification, supplement or waiver of or to any provision  of the Registration Rights Agreement shall be effected in accordance with Section 3.11 thereof;                WHEREAS, each of the undersigned Stockholders, on behalf of such Stockholder and  such Stockholder’s designated transferees or successors, wishes to consent to the amendment of Section  2.1(a) of the Registration Rights Agreement provided for herein;       





 






                 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable  consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree  as follows:                 1.     Amendment of Section 2.1(a).  Section 2.1(a) of the Registration Rights  Agreement is hereby amended by deleting the first sentence thereof in its entirety and replacing such  deleted first sentence with the following:                Following the Merger, the Company shall use reasonable best efforts to (i) file a               Shelf Registration Statement for a public offering of all Registrable Securities               (or such lesser amount as the Sponsor Stockholders holding Registrable               Securities agree, provided, that (x) all Registrable Securities of the Management               Holders must be registered under such Shelf Registration Statement, (y) all               Registrable Securities held by the Temasek Holders must be registered under               such Shelf Registration Statement, and (z) upon the request of any such Sponsor               Stockholder, the Company shall increase the number of Registrable Securities               registered under such Shelf Registration Statement by the amount requested by               such Sponsor Stockholder (or, in the event that no Shelf Registration Statement               is effective at the time of such request, shall file and cause to become effective a               Shelf Registration Statement covering such number of Registrable Securities),               and this parenthetical shall apply to successive requests by Sponsor               Stockholders holding Registrable Securities) pursuant to Rule 415 promulgated               under the Securities Act no later than the first day on which such filing can be               made with the SEC on or after April 15, 2020 and (ii) cause such Shelf               Registration Statement to become effective as soon as possible thereafter.                2.     No Further Amendment.  Except as expressly provided by this Amendment, the  Registration Rights Agreement is and shall continue to be in full force and effect and is hereby in all  respects ratified and reaffirmed.  Except as expressly set forth in this Amendment, no other terms and  conditions of the Registration Rights Agreement are hereby amended, modified, supplemented or  waived.  Upon the effectiveness of this Amendment, each reference in the Registration Rights  Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean  and be a reference to the Registration Rights Agreement as amended by this Amendment.                 3.     Governing Law.  This Amendment 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 Amendment or the  negotiation, execution, interpretation or performance of this Amendment (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 Amendment) 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 rules or principles of  conflicts of laws.                4.     Counterparts. This Amendment 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.                                    [Signature pages follow.]                                               2    





 






         IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment  effective as of the date set forth above.                                                                                    CORPORATION:                                                                                    DELL TECHNOLOGIES INC.                                                                                                                                                                        By:     /s/  Robert L. Potts                                                  Name:  Robert L. Potts                                             Title:      Senior Vice President and Assistant                                                    Secretary         





 






                 MD STOCKHOLDER / MD HOLDER:        /s/ Michael S. Dell          Michael S. Dell                                                              





 






                 MD STOCKHOLDER / MD HOLDER:     SUSAN LIEBERMAN DELL SEPARATE PROPERTY  TRUST         By:    /s/  Marc R. Lisker              Name:  Marc R. Lisker       Title:  President of Trustee                                     





 






                 MSD PARTNERS STOCKHOLDERS / MSD  PARTNERS HOLDERS:     MSDC DENALI INVESTORS, L.P.     By: MSDC Denali (GP), LLC, its General Partner         By:    /s/  Marc R. Lisker              Name:  Marc R. Lisker     Title: Manager                                     





 






                 MSD PARTNERS STOCKHOLDERS / MSD  PARTNERS HOLDERS:     MSDC DENALI EIV, LLC     By: MSDC Denali (GP), LLC, its Managing Member         By:    /s/  Marc R. Lisker              Name:  Marc R. Lisker     Title: Manager                                                              





 






                 SLP STOCKHOLDER / SLP HOLDER:                                      SL SPV-2, L.P.                                      By:  SLTA SPV-2, L.P., its General Partner                                      By:  SLTA SPV-2 (GP), L.L.C., its General Partner                                      By:  Silver Lake Group, L.L.C., its Managing Member                                                         By:      /s/ Andrew J. Schader                                                   Name:   Andrew J. Schader                                         Title:   Managing Director                         





 






                 SLP STOCKHOLDER / SLP HOLDER:                                      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/ Andrew J. Schader                                                   Name:   Andrew J. Schader                                         Title:   Managing Director                                     





 






                 SLP STOCKHOLDER / SLP HOLDER:                                       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/ Andrew J. Schader                                                   Name:   Andrew J. Schader                                         Title:   Managing Director                                     





 






                 SLP STOCKHOLDER / SLP HOLDER:                                      SILVER LAKE PARTNERS V DE (AIV), L.P.                                      By:  Silver Lake Technology Associates V, L.P., its                   General Partner                                      By:  SLTA V (GP), L.L.C., its General Partner                                      By:  Silver Lake Group, L.L.C., its Managing Member                                                                         By:      /s/ Andrew J. Schader                                                   Name:   Andrew J. Schader                                         Title:   Managing Director                         





 






                 SLP STOCKHOLDER / SLP HOLDER:                                      SILVER LAKE TECHNOLOGY INVESTORS V, L.P.                                      By:  Silver Lake Technology Associates V, L.P., its                   General Partner                                      By:  SLTA V (GP), L.L.C., its General Partner                                      By:  Silver Lake Group, L.L.C., its Managing Member                                                                         By:      /s/ Andrew J. Schader                                                   Name:   Andrew J. Schader                                         Title:   Managing Director                         





 






                 SLP STOCKHOLDER / SLP HOLDER:                                      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/ Andrew J. Schader                                                   Name:   Andrew J. Schader                                         Title:   Managing Director                                     





 






                 TEMASEK STOCKHOLDER / TEMASEK  HOLDER:    VENEZIO INVESTMENTS PTE. LTD.        By:     /s/ Rohit Sipahimalani               Name: Rohit Sipahimalani       Title:    Joint Head – Investment Group