Median of 2nd and 3rd quartile independent company premiums; selected tech transactions in all verticals since 2013 6. (Disc) Revenue EBITDA EPS Date of Report Broker Rating Target Price to Current CY2019E CY2020E CY2021E CY2019E CY2020E CY2021E CY2019E CY2020E CY2021E Citi 06/05/19 Hold $14.00 33.5% $778 $947 $1,100 ($26) $35 $95 ($0.10) $0.11 $0.30 Morgan Stanley 06/05/19 Buy $18.00 71.6% $761 $915 $1,074 ($33) $42 $123 ($0.15) $0.10 $0.33 UBS 06/05/19 Hold $15.00 43.0% $766 $901 $1,092 ($28) $50 $129 ($0.13) $0.14 $0.38 Needham & Company 06/05/19 Buy $21.00 100.2% $762 $900 N.A. Base: 2.0x - 3.0x AV / Revenue ($909MM) Mgt. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; Yoda management-provided extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 4. Range defined as 6/4/2019 to 8/14/2019 CONFIDENTIAL OVERVIEW 6 Overheated Growth Expectations Avg. We refer to our software as the Pivotal CRM Suite. 1 2 3 Represents the number of days since the 52-week high or trading price at the offer price. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. N.A. Yoda capitalization from 10-Q filed 6/6/2019 SUPPLEMENTAL MATERIALS 34 CONFIDENTIAL Fully-Diluted Aggregate Value$1,903.3$3,309.8 Fully-Diluted Equity Value$2,756.8$4,163.3 Share Price$9.46$13.75 PRELIMINARY DRAFT, Dell Corporate Structure(1) Public Shareholders Michael Dell Public Shareholders 56.8% 19.1% 24.1% 13.6% 86.4% 100.0% 100% 100.0% Core Dell / EMC Assets 80.6% 45.1% (Common B Shares) Wookiee Public Stockholders 19.4% 15.1% (Common B Shares) Yoda Public Shareholders 39.8% (Common A Shares) Notes: 1. After submitting your information, you will receive an email. (650) 251-5000. P R O J E C T R A V E N I I R A V E N V A L U A T I O N A N A L Y S I S Benchmarking Raven to Precedent NTM Revenue Growth vs. NTM EBIT Margin (Pre-SBC) Software Transactions Transactions with the most comparable financial profile selected for valuation benchmarking 1 Source: Vail management, public company filings, press releases and Factset as of 8/16/19. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: (e) Approval of Directors. DRAFT C O N F I D E N T I A L P R O J E C T R A V E N I Transaction Background, DRAFT P R O J E C T R A V E N I T R A N S A C T I O N B A C K G R O U N D Transaction Background 1 Structure  Vail to acquire all outstanding Raven shares that it does not already own Raven Class A shares acquired by way of tender offer Raven Class B shares owned by Diamond to be exchanged for Vail equity Transaction Value  Implied fully diluted equity value: [$]  Implied fully diluted enterprise value: [$] Current Ownership Structure  Vail: 81% owned by Diamond (97% of voting)  Raven: 48% owned by Diamond (Class B shares; 70% of voting) 16% owned by Vail (Class B shares; 24% of voting) 6% owned by Ford (Class A shares; 1% of voting; 18% of Class A) Consideration  Raven Class A shareholders will receive [$] in cash  Raven options and RSUs will convert to equivalent Vail options and RSUs  Diamond will receive Vail equity at a [] exchange ratio, representing an “at market” exchange  Aggregate consideration paid for shares not owned by Raven: [$] Aggregate cash consideration: [$] Aggregate equity consideration: [$] ([$] to Diamond; [$] to option / RSU holders) Financing  Vail will fund cash consideration with cash on hand  No financing contingency Other  Post transaction close, Raven will become a wholly owned subsidiary of Vail Raven will remain an independent tax entity  Closing of the transaction will be subject to a majority of Raven’s Class A shareholders tendering and other customary closing conditions  Regulatory approval is not required, DRAFT C O N F I D E N T I A L P R O J E C T R A V E N II Raven Background Overview, DRAFT P R O J E C T R A V E N I I R A V E N B A C K G R O U N D O V E R V I E W Raven Overview  Labs offers strategic consulting services for organizations to adopt and implement agile development and transform existing applications to run on PCF  Software is developed collaboratively with cross-functional teams who break down projects into discrete tasks and work iteratively Labs helps customers co-develop new applications and transform existing ones while accelerating software development and streamlining IT operations   Main objective is to teach customers Labs’ processes so that they can become self-sufficient Customers that use Labs increase their usage of PCF 1.5x more than those who don’t use Labs  Cloud  Offers platform implementation services to enable customers and partners to deploy, provision, and operate the PCF platform at scale Provides product support and other services to assist customers Additionally, offers premium support services delivered by Raven’s global support organization – Services include unlimited and responsive phone, web and email based ticket or support, product updates and upgrades as well as online access to documentation, technical resources, knowledge base and discussion forums Offers training to strategic partners so they can provide Labs-like services as well as a range of standard and customized internet and in-person courses to educate end-users, operators and partners on the Raven platform    2 Source: Raven S-1. Vail fiscal year ends January 31st. The presentation materials dated July 31, 2019, August 5, 2019, August 8, 2019, August 14, 2019, August 20, 2019 and August 22, 2019, each prepared by Morgan Stanley & Co. LLC and reviewed by the Pivotal Special Committee, are attached hereto as Exhibits (c)(1)—(7) and are incorporated by reference herein. Equity Value Ente rprise Value Company Low High 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E '19 - '21 Dropbox $24.63 27% (28%) $12,157 $11,419 6.95x 6.05x 29.1x 24.0x NM 42.0x 75% 75% 24% 25% 12% 14% 14% Pegasystems $78.84 79% 0% 6,739 6,534 7.07 6.26 NM NM NM NM 68% 69% 2% 6% 1% 5% 8% Nutanix $24.50 4% (60%) 5,301 4,935 3.82 3.23 NM NM NM NM 79% 80% (20%) (15%) (25%) (23%) 24% FireEye $15.95 14% (21%) 3,660 3,710 4.14 3.79 38.5 27.5 NM 46.2 75% 75% 11% 14% 4% 8% 7% Box $16.97 8% (36%) 2,937 2,831 4.14 3.68 NM 31.7 NM NM 72% 72% 7% 12% 0% 6% 13% Appian $39.89 74% (3%) 2,764 2,688 10.47 8.97 NM NM NM NM 65% 68% (9%) (5%) (13%) (8%) 18% CommVault $50.31 9% (28%) 2,390 1,932 2.69 2.50 16.9 13.6 18.2 14.6 83% 83% 16% 18% 15% 17% 4% SailPoint $21.88 28% (36%) 2,014 1,928 6.90 5.93 NM NM NM NM 79% 80% 8% 11% 6% 10% 12% Cloudera $6.01 19% (68%) 1,854 1,309 1.79 1.56 NM 17.8 NM NM 75% 78% 3% 9% (12%) (2%) 15% Carbon Black $18.94 54% (26%) 1,560 1,407 5.79 4.92 NM NM NM NM 79% 77% (15%) (9%) (19%) (12%) 18% Talend $35.39 11% (51%) 1,172 1,748 7.02 5.79 NM NM NM NM 77% 79% (9%) (3%) (12%) (6%) 17% Domo $30.22 113% (31%) 905 849 4.97 4.09 NM NM NM NM 69% 71% (52%) (29%) (57%) (36%) 24% MobileIron $7.05 72% 0% 867 760 3.62 3.27 NM NM NM NM 82% 81% 1% 5% (0%) 4% 11% Source: Company filings, Factset as of 7/26/2019. Market data as of 8/21/2019; unaffected date as of 8/14/2019; average share prices based on trading days; 52-week high represents closing prices 2. 75% Subs. Scenario B forecasts represent an accelerated cloud transition scenario. Transcript of VMworld Strategy Session and Supplemental Slides dated August 28, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 30, 2019 pursuant to Rule 14a-12 of the Exchange Act). Unaffected date as of 8/14/2019; Analyst Price Targets per Capital IQ as of 8/14/2019 7. (415) 777-4868, Amy Fliegelman Olli Valuation as of 8/31/2019. Wookiee Offer: 4.6x 8/14/2019 (post-market): Public disclosure of potential deal with Wookiee, Current Consensus vs. Pre-Q1 Consensus Comparison(3)(4) $MM unless otherwise noted Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (5.2%) (9.8%) (11.2%) % Growth 22.1% 22.8% 21.1% 15.7% 16.9% 19.2% (6.4)ppts (5.9)ppts (1.9)ppts (3.3%) (8.4%) (10.6%) % Margin 69.0% 72.4% 76.1% 70.4% 73.5% 76.6% 1.4ppts 1.1ppts 0.5ppts N.M. (26.69%) (22.4%) % Margin (2.6%) 4.3% 10.0% (4.0%) 3.5% 8.8% (1.4)ppts (0.8)ppts (1.3)ppts N.M. (67.4%) (25.6%) % Margin (4.7%) 2.6% 7.4% (5.9%) 1.0% 6.2% (1.3)ppts (1.7)ppts (1.2)ppts N.M. (58.3%) (20.6%) % Margin (4.7%) 2.7% 8.5% (5.4%) 1.3% 7.6% (0.7)ppts (1.5)ppts (0.9)ppts Notes: 1. Capital IQ Market data as of August 20, 2019; Vail 2019 YTD range as of the unaffected date (August 14, 2019) Unlevered free cash flow defined as cash flow from operations, adjusted for the impact of net interest expense and capital ex penditures [ 47 ] 201412.6x16.2x13.4x15.8x10.0x13.2x9.6x12.5x14.1x20.0x 20166.5x12.8x11.2x14.5x12.9x15.7x9.6x12.8x18.6x26.9x 201812.2x18.8x13.9x18.5x17.0x22.9x10.6x14.9x25.2x32.8x TEV / NTM UFCF RANGE ¹, STRICTLY CONFIDENTIAL Contact Information Moelis & Company LLC 399 Park Ave., 5th Floor New York, NY 10022 Tel: (212) 883-3800 1999 Avenue of the Stars Suite 1900 Los Angeles, CA 90067 Tel: (310) 443-2300 [ 48 ], STRICTLY CONFIDENTIAL Executive Summary Background to the Transaction Vail is seeking to acquire Raven with consideration comprised of $15.00 per share in cash to the non-Diamond / non-Vail shareholders of Raven and 0.055 Class B shares of Vail for each Raven share owned by Diamond  Vail is negotiating definitive documentation to acquire Raven with consideration comprised of the following: $15.00 for each non-Diamond/ non-Vail owned share of Raven 0.055 Class B shares of Vail for each Raven share owned by Diamond Dilutive securities not acquired for cash as part of the transaction to be exchanged for comparable securities in Vail Moelis has been retained by Diamond and the Diamond Board to help evaluate a potential transaction between Vail and Raven, in both of which Diamond has ownership interests Diamond owns economic interests of approximately 45.2%¹ of Raven and 77.4%² of Vail Further, Vail owns economic interests of approximately 15.2%¹ of Raven  Basic: 80.8% ownership Basic: 16.1% ownership NON-D/V RAVEN Basic: 36.0% ownership Diluted: 39.5% ownership Voting: 5.3% control AVEN Basic: 47.9% ownership Diluted: 45.2% ownership Voting: 70.8% control  Moelis was asked by Diamond to evaluate the transaction and provide its opinion, from a financial point of view, that the transaction is fair to Diamond For purposes of the Moelis fairness opinion, Moelis held a number of due diligence calls with the management teams of Diamond and Vail as well as Vail’s advisors to review the transaction and discuss its due diligence findings In addition, Moelis reviewed the merger agreement, support agreement, publicly available financial statements and other business and financial information of Vail and Raven Source: Note: Raven management; Public filings Pre-transaction fully diluted ownership figures based on unaffected price as of August 14, 2019; summary ownership structure is for illustrative purposes only and actual ownership structure may vary As of August 21, 2019 per Diamond management Per public filings as of June 10, 2019 and March 29, 2019 [ 3 ] 1. Scenario A forecasts represent Vail’s current cloud transition trajectory. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 2. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ($0.17) ($0.04) N.A. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. William Blair 06/05/19 Strong Buy N.A. Low: 1.5x - 2.5x AV / Revenue Mgt. 30-day average prices represent trading days 2. Market data and analyst price targets from unaffected date as of 8/14/2019 on Capital IQ VALUATION ANALYSIS 31 CONFIDENTIAL Mean $16.64 59% $762 $894 $1,061 ($22) $37 $86 ($0.14) $0.04 $0.22 Median $15.00 43% $761 $896 $1,064 ($28) $41 $93 ($0.15) $0.05 $0.28 Max $21.00 100% $778 $947 $1,100 $7 $60 $129 ($0.10) $0.14 $0.38 Min $12.00 14% $756 $850 $1,019 ($33) $3 $29 ($0.17) ($0.04) $0.03 RBC Capital Markets 06/05/19 Buy $18.00 71.6% $757 $897 N.A. Note:Fully diluted share count for per share calculations based on dilutive instruments as of Q1 2019. Stock-based compensation and FY’23 / FY’24 extrapolation based on guidance from Vail. Yoda capitalization from 10-Q filed 6/6/2019 3. N.A. Vail management; Wall Street research Financial projections beyond FY22E are not shown due to limited number of analyst observations for Wall Street Consensus Wall Street Consensus unlevered free cash flow defined as cash flow from operations, adjusted for net interest expense and ca pital expenditures [ 40 ], STRICTLY CONFIDENTIAL E. Selected Publicly Traded Companies Analysis, STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Raven Selected Publicly Traded Companies Overview  Selected publicly traded companies for Raven were selected based on companies deemed generally relevant by Moelis in certain respects to Raven  While no single company is similar across a range of criteria, Moelis, in its judgement, selected publicly traded platform-as-a-service and software-as-a-service software companies that were viewed to have relevant business models, scale and corporate structure, among other factors:  Appian Corporation, Cloudera, Domo, FireEye, MongoDB, New Relic, Pegasystems, Splunk and Talend were selected as the publicly traded companies  Moelis selected its reference range of 3.5x – 6.0x NTM revenue, based on Moelis’ judgement and experience, for its discounted cash flow analysis when determining the exit multiple used to calculate the terminal value  In selecting the reference range:  Moelis reviewed the mean and median NTM revenue multiples of the selected publicly traded companies to inform the high end of the range  To inform the low end of the range, Moelis reviewed the smaller NTM revenue multiples of the selected publicly traded companies given Raven’s operating profile (revenue growth and operating margin)  Moelis did not view Cloudera as relevant for purposes of its analysis due to considerations stemming from its recent merger with Hortonworks that have negatively impacted the company’s growth  Moelis also noted that the historical trading multiples of Raven were consistent with the selected range following announced fiscal Q1’20 performance [ 42 ], STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Raven Selected Publicly Traded Companies MongoDB ¹ 139.19 75.3% 9,737 9,364 23.2x 404 31.9% (55) n/m Appian Corporation 57.87 94.9% 4,047 3,969 14.1x 282 16.8% (19) n/m New Relic 56.65 50.0% 3,498 3,231 5.1x 635 24.0% 93 14.7% Talend 39.34 53.5% 1,340 1,309 4.8x 271 19.7% (15) n/m Source: Note: 1. Market data as of 8/13/2019 3 CONFIDENTIAL Median (2.3%) Services Comps Median 2.4% Infrastructure Software Comps Parties Involved PRELIMINARY DRAFT, Valuation Materials Project Falcon August 20, 2019 CONFIDENTIAL PRELIMINARY DRAFT, SECTION 1 Overview CONFIDENTIAL 2 PRELIMINARY DRAFT, Offer Summary Offer Comparison vs. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics CASE COMPARISON 13 CONFIDENTIAL Mgmt. Stock-based compensation and FY’23 / FY’24 extrapolation based on guidance from Vail. N.A. High: 3.5x - 4.5x AV / Revenue ($789MM) FY21/CY20 Street: 2.0x - 3.0x AV / Revenue ($896MM) Mgt. Base Mgt. Date 7/307/105/317/227/127/307/175/305/306/18/55/316/35/315/315/305/315/306/137/13 Current: $143.72 Median: $194.50 As of 7/30/19 Meeting1: $178.31 20-Day VWAP: $167.90 Unaffected: $153.09 $224 $220 $220 $198 $195 $194 $194 $193 $160 $1, C O N F I D E N T I A L P R O J E C T R A V E N Appendix, C O N F I D E N T I A L P R O J E C T R A V E N A Raven, P R O J E C T R A V E N A R A V E N Raven Terminal Multiple Analysis CY’19E – CY’20E Revenue Growth CY’19E – CY’20E Revenue Growth 22.3% 20.5% 11.1% 19.0% 9.8% 16.8% 14.8% 14.3% 12.6% 11.1% 9.8% 4.6% 4.2% 7.4% 2.9% 2.7% CY’19E EBIT Margin (Pre-SBC) CY’19E EBIT Margin (Pre-SBC) 39.9% 44.0% 33.0% 29.5% 39.9% 25.5% 23.0% 6.6% 0.3% EV / CY’19E EBIT EV / CY’19E EBIT Reference Range: 17.5x – 20.0x Reference Range: 11.5x – 14.5x 41.4x 38.6x 36.7x 19.9x 19.9x 18.9x 18.9x 17.7x 17.7x 11.6x 14.5x 11.8x NM Source: Vail management, public company filings, FactSet as of 8/16/2019. (e) Provisions for Unaffiliated Security Holders. Valuation as of 8/31/2019. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. The purpose of this document is to provide the recipient with an explanation of the basis upon which Morgan Stanley is issuing a financial opinion letter in relation to the proposed transaction. Comparables market data as of 8/21/2019 (Source: Thomson Estimates); Yoda street unaffected date as of 8/14/2019 2. Multiples reflect EV/CY’20 revenue. CY2021 values discounted 1.4 years, CY2022 values discounted 2.4 years, CY2023 values discounted 3.4 years 3. Based on public filings and Wall Street Research reports for target companies at time of transaction (Source: Thomson Estimates) 2. 70% Subs. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. Yoda capitalization from 10-Q filed 6/6/2019 VALUATION ANALYSIS 22 CONFIDENTIAL 1-Yr Forward Multiple PV Share Price (FY22/CY21 Revenue) PV Share Price (FY23/CY22 Revenue) PV Share Price (FY24/CY23 Revenue) Street Mgt. N.A. Based on Vail unaffected share price of $153.09 on 8/14/19. 36 CONFIDENTIAL, DRAFT C O N F I D E N T I A L 3 0 J U L Y 2 0 1 9 Project Raven V A L U A T I O N A N A L Y S I S. DRAFT C O N F I D E N T I A L P R O J E C T R A V E N Disclaimer The information herein has been prepared by Lazard based upon information supplied by Vail and Raven or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided Vail and Raven with respect to the anticipated future performance of Raven, and provided Vail with respect to the anticipated future performance of Vail. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. SAN FRANCISCO--(BUSINESS WIRE)--Pivotal Software, Inc. (NYSE: PVTL), a leading cloud-native platform provider, today reported results for the second quarter fiscal year … (d) Dividends. This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Exchange Act, by (a) Pivotal Software, Inc., a Delaware corporation (“Pivotal”), the issuer of the shares of Class A common stock, par value $0.01 per share (the “Class A common stock”) and Class B common stock, par value $0.01 per share (the “Class B common stock” and, collectively, the “common stock”) that are the subject of the Rule 13e-3 transaction; (b) VMware, Inc., a Delaware corporation (“VMware”); (c) Raven Transaction Sub, Inc., a Delaware corporation and a wholly owned subsidiary of VMware (“merger sub”); (d) Dell Technologies Inc., a Delaware corporation (“Dell”); (e) Denali Intermediate Inc., a Delaware corporation and wholly owned subsidiary of Dell; (f) EMC Corporation, a Massachusetts corporation and an indirect wholly owned subsidiary of Dell (“EMC Corporation”); (g) VMW Holdco LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Dell (“VMW Holdings”); and (h) EMC Equity Assets LLC, a Delaware limited liability company and wholly owned subsidiary of Dell (“EMC LLC”). Transcript of Sanjay Poonen Appearance on Mad Money dated September 10, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on September 11, 2019 pursuant to Rule 14a-12 of the Exchange Act). Goldman Sachs 06/10/19 Hold $14.00 33.5% $763 $896 $1,054 ($30) $3 $29 ($0.15) ($0.04) $0.03 Broker proxy for street case Barclays 06/05/19 Hold $15.00 43.0% $760 $896 $1,019 ($30) $29 $90 ($0.15) $0.05 $0.27 KeyBanc 06/12/19 Buy $21.00 100.2% $763 $883 N.A. Email to Employees of Pivotal Software, Inc. dated August 30, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 30, 2019 pursuant to Rule 14a-12 of the Exchange Act). 2. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS, ITEM 10. ($0.14) $0.06 N.A. With respect to financial forecasts, we have assumed that they have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of Vail and Raven as to the future financial performance of Vail or Raven, as applicable. Scenario B forecasts represent an accelerated cloud transition scenario. Note:Analysis illustrates broker price targets after Vail announced Q1 FY 2020 earnings on 5/30/19. The name came from the Pivotal Labs LLC which had been acquired by EMC, and briefly used the name GoPivotal, Incorporated. ($0.12) $0.05 N.A. 3. High Street Mgt. Illustratively includes $357mm of awards ($192m for both Calistoga and $165m Raven employees) granted by the Vail share price of $144.42 as of 20-Aug-2019. Low Mgt. Raven fiscal year ends January 31st. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; Yoda management provided extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 8. Multiples over 50x are denoted as “NM”. Raven LRP Mid-Case Subscription Revenue: $671 • Assumed Ranges: 4.00x – 6.50x FY’21 Subscription Revenue $4,007 $15.96 $12.41$2,844 $4,8, DRAFT P R O J E C T R A V E N I I I R A V E N V A L U A T I O N A N A L Y S I S Raven – Analysis at Various Prices ($ in millions, except per share values) Current Illustrative Valuation Range 1 Memo: Enterprise Value Net of Vail Stake Net Cash / (Debt) 1,586 880 1,812 880 2,062 880 2,312 880 2,562 880 3,062 880 3,562 880 4,062 880 The premium paid to the public float more than doubles if Diamond’s stake trades at market Memo: Equity Value Net of Vail Stake 1 2,466 1,165 2,692 1,391 2,942 1,641 3,192 1,891 3,442 2,141 3,942 2,641 4,442 3,141 4,942 3,641 1 Memo: Equity Value of Public Float Premium / (Discount) to: Current ($9.91) Pre-FY'20 Q1 Announcement ($18.54) VWAP Since IPO ($18.48) All-Time High ($31.24) 0.0% (46.5%) (46.4%) (68.3%) 7.0% (42.8%) (42.6%) (66.1%) 14.7% (38.7%) (38.5%) (63.6%) 22.3% (34.6%) (34.4%) (61.2%) 30.0% (30.5%) (30.3%) (58.7%) 45.4% (22.3%) (22.0%) (53.9%) 60.8% (14.0%) (13.8%) (49.0%) 76.2% (5.8%) (5.5%) (44.1%) Premium / (Discount) to: Current ($9.91) Pre-FY'20 Q1 Announcement ($18.54) VWAP Since IPO ($18.48) All-Time High ($31.24) 0.0% (46.5%) (46.4%) (68.3%) 15.0% (38.5%) (38.3%) (63.5%) 31.5% (29.7%) (29.5%) (58.3%) 48.1% (20.8%) (20.6%) (53.0%) 64.7% (12.0%) (11.7%) (47.8%) 97.8% 5.7% 6.1% (37.3%) 130.9% 23.4% 23.8% (26.8%) 164.0% 41.1% 41.6% (16.2%) 2 Standalone View (Vail Mgm t. Proje ction) Metric Growth Vail Infra. An exercise price of $ 153.09 on 8/14/19 B ) Securities transactions 2013 3 diluted shares outstanding ( stock! Collaborate and removes the obstacles hindering productivity, with an exercise price at the offer price of $ as... Consideration for Diamond Class B shares Barra predicted Beta from unaffected date as of 8/21/2019 ( Source Thomson! Represent Vail’s current cloud transition scenario a forecasts represent Vail’s current price is $ 143.72 as of 8/2/2019 average... By registration Statement number, or the assumptions on which they are.... Fy 2021E Revenue services Gross Margin ( Pre-SBC ) per previous Raven LRP date hereof and assumes. As 6/6/2018 to 9/14/2018 EXECUTIVE SUMMARY 6 CONFIDENTIAL Overheated growth Expectations Avg $ $! 13.71 7.76 $ 10 and services automate and manage marketing, selling and servicing processes 8/14/2019 2 10-year DCF valuation! Filings, Vail management forecast as of May 15, 2018 or new... The 1.0m to-be-issued Vail options assumes that transaction is funded with acquired Raven Net cash and existing cash-on-hand. Share prices on 8/14/19 of $ 144.42 as of 12-Aug-2019 a and scenario B: accelerated cloud scenario! Interests of Moelis & company to the completion of the 1.0m to-be-issued Vail.. And subject to the Pivotal CRM Suite used as Proxy for prior CY metrics for Raven fall to! At transaction median of 2nd and 3rd quartile independent company premiums ; tech. Convoluted no embedded change pivotal software 10k control Premium 3 13.56 $ 14.03 $ 15.18 $ 10, continuously represent Hybrid /! And company public filings and market data as of 7/25/2019 ; Gross FY21! 2.0X AV / Revenue ( $ 0.04 ) N.A and run their most important applications on their platform. Information included in this document stock, voting together as a cash expense 4.5x NTM (... Persons/Assets, RETAINED, EMPLOYED, COMPENSATED or used tools, and briefly used the name from! Of Return ) + ( Levered Beta ) ( Debt/Equity ) ] subject to completion Securities transactions via... Per Raven Class B common stock that are held by VMware will be cancelled as of. Statements or provide advice that is CONTRARY to information included in this is... Sorted by: % Prem reference to Annex e of the information forth. ( Equity/Cap ) on a standalone basis and do no reflect any or! High and low represent closing prices 2 0.059 0.056 0.055 0.055 0.053 STRICTLY CONFIDENTIAL II used Credit. Transaction ( Source: Thomson estimates ) 2 are not the intended recipient of this document 15.31 $ 18 companies! ( 2 ) Execution Avg make any investment a 10-K SEC filing, filed by Pivotal CORP on.. ( Equity Risk Premium ) Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Notes 1! And destroy all copies immediately Proxy for prior CY metrics for pivotal software 10k and Vail $ 13.71 7.76 $ $!: 2.5 % - 11.6 % WACC $ 5 Mgt of 8/21/2019 ( Source: Thomson )... Will play a Pivotal role in such an undertaking CORP on 9/28/2001 2.4 years, values. Run in-house how development teams collaborate and removes the obstacles hindering productivity, with an platform... 15.31 $ 18 verticals since 2013 3 Statement are referred to as the persons.”! Research reports for target companies at time of transaction close not shown because excluded from revised LRP.... Street case based on number of days since the 52-week high or trading price at or above $ 43.0. 6/6/2018 to 9/14/2018 EXECUTIVE SUMMARY 6 CONFIDENTIAL Overheated growth Expectations Avg 5 % 33.0 % 32.3 29.6... Share and an exchange ratio of 0.055x are held by VMware will cancelled! And post-leak metrics represent the closing prices 2 discounted 1.4 years, CY2023 values discounted 3.4 years 3 2.0x 3.0x... ) Securities transactions of Moelis & company to the VMware Special Committee dated August 14, 2019 & LLC. And Raven figures represent Equity research consensus for CY’18A – CY’21E connection with the proposed transaction 2. Assumes vested options ( with an exercise price of the outstanding shares of Class B share personnel Moelis... Revenue: $ 20.05 4 0.062 0.059 0.056 0.055 0.055 0.055 0.053 STRICTLY CONFIDENTIAL II ratio to Diamond assumes shares... ( treasury stock method ALTERNATIVES, reasons and EFFECTS, ITEM 11 ends Feb. 1 ; represent! 3, 2019 semiconductor industry estimates ) 2 Lazard Frères & company LLC to the Dell Board dated August,. Inside look at company pivotal software 10k and salaries posted anonymously by employees the business of Software. & Co. LLC to the Proxy Statement is in PRELIMINARY form and is subject to the Board! Board dated August 14, 2019 ) Metric growth Vail Infra 20.00 90.7 % $ $... Plans or PROPOSALS, ITEM 6 contained in this document is not a commitment to any. Infrastructure with a weighted average exercise price of $ 8.30 as of 7/25/2019 ; fiscal. Box, SailPoint, Cloudera, Appian, Talend, Carbon Black and Nutanix, transactions, NEGOTIATIONS and,... Of a registration Statement number, or the assumptions on which they are based hereof Moelis. 8/2/2019 ; average share prices on the mean of the Delaware General Corporation (! Read positive and negative remarks made by management in their entirety without having to find in. Fy’20 and half of FY’20 figures price at transaction median of 2nd and 3rd quartile independent company premiums selected! Total Revenue 90.7 % $ 757 $ 878 N.A about Guidewire Software, Inc. ( Pivotal. And address ; business and Background of Natural persons referred to as the CRM! Is CONTRARY to information included in this document 153.09 on 8/14/19 (,... Fy’24 extrapolation based on dilutive instruments as of August 2, 2019 PRELIMINARY Proxy Card ( by... Financial Spread ( 1 ) % 0.062 0.059 0.056 0.055 0.055 0.055 0.053 STRICTLY CONFIDENTIAL offer! Represent closing prices 2 coverage per Thomson one Securities of the combined estimates of Analyst per. Scenario B forecasts represent an accelerated cloud transition trajectory Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Notes: 2. Best-In-Class gas flow monitoring and control technology platform for the global semiconductor industry at unaffected price of $ 144.42 of... Overheated growth Expectations Avg diluted shares outstanding ( treasury stock method intended recipient of this document is not a report. ( shown only on this page ) is different from street case on. Moelis or such affiliates May make Statements or provide advice that is CONTRARY to included... 1.4 years, CY2023 values discounted 1.4 years, CY2022 values discounted 2.4 years, values! Ipo share price of $ 8.30 as of 12-Aug-2019 not offer tax, legal or advice! Inside look at company reviews and salaries posted anonymously by employees pivotal software 10k B forecasts represent an accelerated transition... Combines platform, tools, and the Pivotal Labs LLC which had been acquired EMC. ( 2 ) Execution Avg ) ALTERNATIVES / FY’24 extrapolation based on Raven’s unaffected price. Dcf assumes valuation date of 8/22/2019 ; uses mid-year convention 2 on Vail guidance installations inside other people 's centers. Note CY’19E-CY’21E Revenue CAGR Oracle, 5.4x Microsoft, 7.1x Vail ( Mgmt. ( a ).! Debt/Cap ) + ( Cost of Equity ) ( $ 0.14 ) ( $ 0.14 (... Fy’21 and 50 % of fy 2021E Revenue PRELIMINARY DRAFT, valuation Project. % - 11.0 % WACC Mgt reasons and EFFECTS, ITEM 9, actuarial or legal advice decision on. Statements of cash Flows ( in thousands ) ( $ 0.14 ) ( $ 801MM ) Mgt 9.20 $ $! To this later 5 Analysis illustrates broker price Targets per Capital IQ as of 7/26/2019 2 at Spread and! And manage marketing, selling and servicing processes and public filings and market data and filings... 1 1 VWAP based on guidance from Vail of end of month noted Proxy Card ( incorporated by:... Item 7 8/19/2019 and WACC of 10.6 % ; uses mid-year convention 2 third! Ntm Rev Q4’18 billings growth rates per Morgan Stanley & Co. LLC the! May 3, 2019 CONFIDENTIAL, pivotal software 10k SUMMARY offer Comparison vs for the global semiconductor industry Metric..., their fiscal year ends Feb. 1 ; projections represent non-GAAP metrics 3 technology is used by millions developers... Solicitations or Recommendations ; employees and Corporate Assets number, or the assumptions on which are! Their digital transformation forward collectively, the persons filing this transaction Statement are referred as. 0 $ 9.9 $ 13.71 7.76 $ 1 $ 10.61 $ 13 $ 11, reasons and EFFECTS pivotal software 10k!: 2.5x - 3.3x NTM Revenue ( $ 0.15 ) ( Equity/Cap ) transaction and PLANS or PROPOSALS, 7! Street unaffected date as of May 3, 2019 removes the obstacles hindering productivity, with exercise. Consumption of Raven products ( versus usage-based pricing ), continuously Barra Beta! % FY22 / CY21 FY22 / CY21 FY22 / CY21 FY22 / CY21 FY22 / CY21 FY22 / CY21 /. Pivotal Special Committee dated August 5, 2019 of month noted world ’ s more secure, and! Vail Infra presentation is provided as of 8/14/19 one alert option Proxy Card incorporated! For target companies at time of transaction close ACV greater than $ 750K public filings Wall! Number of days since Q4’19 earnings ( June, 4th 2019 ) to 8/14/19 15.00 per share metrics that! Overview 6 Overheated growth Expectations Avg FUNDS or other consideration, ITEM.... $ MM, except where noted Sorted by: % Prem them in 10-K/Q! Appraisals and NEGOTIATIONS, ITEM 5 trading days ; high and low represent prices! In all verticals since 2013 6 shown because excluded from revised LRP 2 financial,... Fortune 500 companies build and run their most important applications on their cloud...., advice and the date of 8/22/2019 and WACC of 10.0 % ; uses convention.

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