Management Stockholders Agreement, Amended Class C Stockholders Agreement or Amended Class A Stockholders Agreement will be correspondingly
released with respect to a pro rata portion of shares of vested common stock and number of shares underlying vested,
in-the-money
stock options held by such other
stockholder. During such
180-day
lock-up
period, any waiver of such transfer restrictions will require the consent of the Company, with the approval of the special
committee of the board of directors formed to evaluate the Class V transaction solely on behalf of, and solely in the interests of, the holders of the Class V Common Stock (the Special Committee).
The foregoing description of Amended Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text
of the Amended Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 to this report.
Amended Management
Stockholders Agreement
Effective as of December 25, 2018, the Company entered into a Second Amended and Restated Management Stockholders
Agreement with the MD stockholders, the SLP stockholders and the management stockholders parties thereto (the management stockholders) (the Amended Management Stockholders Agreement), which amended and restated the Amended
and Restated Management Stockholders Agreement, dated as of September 7, 2016, by and among the Company, the MD stockholders, the MSD Partners stockholders, the SLP stockholders and the management stockholders (the Management Stockholders
Agreement).
The Management Stockholders Agreement provided that, before an IPO of common stock or a change in control of the Company,
any shares of Class C Common Stock held by an executive officer (other than Michael S. Dell) and certain other employees were subject to post-termination repurchase (call) and sale (put) rights and to an
in-service
liquidity program, as well as clawback and forfeiture provisions. The Amended Management Stockholders Agreement terminates the call rights of the Company and eliminates the employee liquidity
program. In addition, the Amended Management Stockholders Agreement removes the MSD Partners stockholders as parties to the agreement, eliminates certain drag-along rights formerly held by the MD stockholders, the MSD Partners stockholders and the
SLP stockholders, and removes the clawback and forfeiture obligations. Substantially similar clawback and forfeiture provisions, however, are expected to remain in the individual equity award agreements of the executive officers where permitted by
law.
The transfer restrictions applicable to the management stockholders have been amended to enable such parties, following the
180-day
period after the completion of the Class V transaction, to sell shares of common stock, subject to certain volume limitations. Such transfer restrictions, along with the put rights, will terminate after
18 months following the end of the
lock-up
period or earlier upon consummation of any underwritten registered offering of shares of Class C Common Stock (subject to any applicable underwriter
lock-up).
Equity awards granted after the completion of the Class V transaction will not be subject to such transfer restrictions, but rather to the terms of such awards.
The foregoing description of the Amended Management Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to
the text of the Amended Management Stockholders Agreement, a copy of which is filed as Exhibit 10.5 to this report.
Amended
Class C Stockholders Agreement
Effective as of December 25, 2018, the Company entered into an Amended and Restated Class C
Stockholders Agreement with the MD stockholders, the SLP stockholders and Temasek (the Amended Class C Stockholders Agreement), which amended and restated the Class C Stockholders Agreement, dated as of September 7, 2016,
among the Company, the MD stockholders, the MSD Partners stockholders, the SLP stockholders and Temasek (the Class C Stockholders Agreement).
The Class C Stockholders Agreement provided for certain rights and obligations of Temasek and its permitted transferees (the Existing Class C
Stockholders) with respect to the common stock and other DTI securities, including transfer restrictions,
tag-along
and drag-along provisions, and participation rights that would permit Temasek to
purchase securities in certain financings by the Company. The Amended Class C Stockholders
6