Note: Vail (M anage me nt) $178.31 36% (13%) $76,191 $76,686 7.65x 6.96x 23.2x 21.7x 27.5x 25.4x 87% 87% 33% 32% 27% 26% 12% 10% Global M e an Global M e dian 6.46x 5.68x 22.5x 19.1x 23.9x 24.6x 75% 75% 24% 25% 19% 19% 13% 13% 6.30 5.68 19.3 17.2 23.3 21.2 77% 77% 30% 30% 23% 23% 11% 15% M e an M e dian 7.33x 6.12x 33.2x 26.3x 34.5x 35.9x 76% 77% 13% 14% 10% 11% 20% 20% 7.86 6.51 31.6 25.6 34.5 33.6 78% 78% 17% 19% 14% 15% 23% 18% M e an 5.58x 5.25x 16.0x 14.8x 19.7x 17.8x 74% 74% 35% 36% 28% 28% 6% 6% M e dian 5.52 5.14 14.8 14.0 17.6 16.1 72% 73% 32% 32% 27% 27% 4% 4%, DRAFT P R O J E C T R A V E N B V A I L & P R O F O R M A I M P A C T Vail – Weighted Average Cost of Capital Analysis ($ in billions) Barra Predicted Local Beta Bloomberg Historical (2 Year, Weekly, Raw) Capital Structure Market Debt / Debt / Levered Unlevered Levered Unlevered Company Value Cap. If you are not the intended recipient of this document, please delete and destroy all copies immediately. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. Not applicable. Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated July 31, 2019. N.A. Moelis does not offer tax, accounting, actuarial or legal advice. Scenario B: Accelerated Cloud Transition Vail (Scenario B) % growth Raven ("In-Vail" View) % growth FY' 2019A FY' 2020E FY' 2021E FY' 2022E 19A - '22E CAGR $8,974 14% $657 29% $10,030 $11,025 $12,120 12% 10% 10% $764 $840 $973 16% 10% 16% 11% 14% Total Pro Forma Revenue $9,631 $10,794 $11,864 $13,093 11% % growth 15% % Delta to Vail Standalone 1% Vail (Scenario B) $3,041 % margin 34% Raven ("In-Vail" View) ($71) % margin (11%) 12% 10% 10% 0% (0%) 0% $3,310 $3,528 $3,758 33% 31% 30% ($44) $30 $104 (6%) 4% 11% 0% 7% NA Total Pro Forma EBIT (Pre-SBC) $2,970 $3,267 $3,558 $3,861 9% % margin 31% % Delta to Vail Standalone (3%) 30% 29% 29% (3%) (2%) (1%) 2% Scenario A: Current Cloud Transition Trajectory Vail (Scenario A) % growth Raven ("In-Vail" View) % growth FY' 2019A FY' 2020E FY' 2021E FY' 2022E 19A - '22E CAGR $8,974 14% $657 29% $10,030 $11,225 $12,400 12% 12% 10% $764 $840 $973 16% 10% 16% 11% 14% Total Pro Forma Revenue $9,631 $10,794 $12,065 $13,373 12% % growth 15% % Delta to Vail Standalone 1% Vail (Scenario A) $3,041 % margin 34% Raven ("In-Vail" View) ($71) % margin (11%) 12% 12% 11% 0% (0%) 0% $3,310 $3,650 $4,035 33% 33% 33% ($44) $30 $104 (6%) 4% 11% 0% 10% NA Total Pro Forma EBIT (Pre-SBC) $2,970 $3,267 $3,680 $4,139 12% % margin 31% % Delta to Vail Standalone (3%) 30% 31% 31% (3%) (2%) (2%) 2%. © Morgan Stanley and/or certain of its affiliates. 72% FY22 / CY21 FY22 / CY21 FY22 / CY21 FY22 / CY21 Prof. Serv. Base Mgmt. 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. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Although the company delivered upside across subscription revenue, operating margin, and free cash flow, it experienced notable softness in key forward looking metrics, including current subscription billings, remaining performance obligations (RPO), and net new subscription customer additions.” - William Blair (6/5/19) “It’s clear to us that this management team does not have a handle on the underlying issues negatively impacting its sales cycles and the activity in the field which gives us concern that this quarter will be the start of some dark days ahead.” - Wedbush (6/5/19) “Train Wreck Quarter / Guidance: Thesis-Changer, Downgrading to Neutral, $15 PT.” - Wedbush (6/5/19) Price Target Evolution Notable Commentary, DRAFT P R O J E C T R A V E N I I R A V E N B A C K G R O U N D O V E R V I E W Historical and Projected Renewal / Churn Analysis – Diligence Update ($ in millions) Historical Renewal Trends 2H’20 Renewal Accounts >$750K # of Accounts Product Amount ($) 34 PCF $93 91% 87% 86% 84% 8 Data / Gemfire $19 83% 2H PCF Renewals “On Track”: 82% 74% 70% 66% 61% 2H’20 PCF Renewals1 2H’20 Data / Gemfire Renewals1 61% 2H Data / Gemfire Renewals “On Track”: 55% 58% 59% "At Risk / Expected Churn" "At Risk / Expected Churn" 49% 48% 18% 44% 40% 45% 55% "On Track" 82% "On Track" Q2'18A Q3'18A Q4'18A Q1'19A Q2'19A Q3'19A Q4'19A Q1'20A PCF Renewal Rate (%) Data / Gemfire Renewal Rate (%) Commentary  PCF renewals historically in ~60% - 90% range  Data / Gemfire renewals historically in ~40% - 75% range  2H’20 expected renewal rates by product in-line with historical trends Source: Raven management. 11 1 Represents transaction whereby a private investor group led by Bain Capital Partners, Golden Gate Private Equity, Insight Venture Partners and GIC Special Investments acquired BMC Software. Avg. 2. ($0.12) $0.05 N.A. 4. High Street Mgt. High: 2.5% - 3.5% PGR, 9.0% - 11.0% WACC (1)(4)(7) NTM Revenue Street: 3.5x - 4.5x NTM Revenue ($829MM) Mgt. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of Vail, Raven or any other entity, or concerning solvency or fair value of Vail, Raven or any other entity. 52-Week High IPO Price $8.86 $10.01 $10.17 $15.29 $28.85 $15.00 0.0% (11.5%) (12.8%) (42.1%) (69.3%) (40.9%) 60.8% 42.3% 40.2% (6.8%) (50.6%) (5.0%) Equity Value Aggregate Value $2,583.1 $1,775.2 $4,355.2 $3,547.3 AV / Revenue FY20/CY19 FY21/CY20 $760.0 $895.7 2.3x 2.0x 4.7x 4.0x FY20/CY19 FY21/CY20 $753.0 $843.4 2.4x 2.1x 4.7x 4.2x FY20/CY19 FY21/CY20 $773.2 $908.5 2.3x 2.0x 4.6x 3.9x FY20/CY19 FY21/CY20 $773.2 $955.4 2.3x 1.9x 4.6x 3.7x Notes: 1. Stock-based compensation (“SBC”) treated as a cash expense. High Mgmt. Exercise Price Weighted Avg. 4 1 Assumes transaction closes on 10/31/19. Brilliantly intuitive software configured to your needs, backed with deep HR knowledge and outstanding customer support. Implied share price reflects forecast balance sheet as of transaction close. Median of 2nd and 3rd quartile independent company premiums; selected tech transactions in all verticals since 2013 6. The recipient should make its own independent business decision based on all other information, advice and the recipient’s own judgment. Base Mgt. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS, ITEM 6. Multiples greater than 50.0x or less than 0.0x are designated as “NM.” FY’24E EBIT margin (Pre-SBC) and revenue numbers are used for In-Vail metrics in the 5-year model, and FY’30E metrics are used for In-Vail metrics in the 11-year model. Based on 10-year treasury yield as of 8/16/19. The following information was filed by Pivotal Software, Inc. (PVTL) on Thursday, March 14, 2019 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. Palo Alto, California 94304, Barbara L. Becker It is not a commitment to underwrite any security, to loan any funds or to make any investment. Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated based on the sum of (a) 99,703,078 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), issued and outstanding as of August 30, 2019 (to be cancelled in exchange for a cash payment of $15.00 per share) multiplied by $15.00, (b) 131,306,110 shares of Class B common stock, par value $0.01 per share (the “Class B common stock”), issued and outstanding as of August 30, 2019 (excluding the shares of Class B common stock beneficially owned by VMware, Inc. (“VMware”)), which are convertible into an equal number of shares of Class A common stock (each share of Class B common stock to be exchanged for 0.0550 of a share of Class B common stock of VMware, Inc. (“VMware”), par value $0.01 per share), multiplied by $14.90, which is the average of the high and low prices for shares of the Class A common stock as reported on the New York Stock Exchange on October 2, 2019, calculated in accordance with Exchange Act Rule 0-11(c)(1)(i), (c) 27,042,910 shares of Class A common stock as of August 30, 2019 underlying outstanding options that are vested or outstanding options held by non-employee directors of Pivotal Software, Inc. (“Pivotal”), in each case with an exercise price less than $15.00 per share (to be cancelled in exchange for a cash payment of $15.00 per share less the applicable exercise price) multiplied by $7.48 (which is the difference between $15.00 and $7.52, the weighted average per share exercise price of such options), (d) 10,049,181 shares of Class A common stock as of August 30, 2019 underlying outstanding and unvested options after the merger with an exercise price less than $15.00 per share (which, if held by continuing employees after the merger (as defined in the merger agreement), will be substituted with options to purchase shares of Class A common stock of VMware, par value $0.01 per share (the “VMware Class A common stock”)) multiplied by $5.30 (which is the difference between $15.00 and $9.70, the weighted average per share exercise price of such options), (e) 45,159 shares of Class A common stock as of August 30, 2019 underlying outstanding and vested restricted stock units (“RSUs”) and outstanding and unvested RSUs held by non-employee directors of Pivotal (to be cancelled in exchange for a cash payment of $15.00 per RSU) multiplied by $15.00, (f) 15,131,405 shares of Class A common stock as of August 30, 2019 underlying outstanding and unvested RSUs (which, if held by continuing employees after the merger (as defined in the merger agreement), will be substituted with RSUs for shares of VMware Class A common stock) multiplied by $15.00 and (g) a maximum of 1,040,000 shares of Class A common stock as of August 30, 2019 underlying outstanding purchase rights under Pivotal’s 2018 Employee Stock Purchase Plan multiplied by $15.00. PF FDSO calculation assumes 15.2m unvested Raven RSUs roll into Vail RSUs, $165m of new retention grants to Raven employees and $192m of new retention awards to Calistoga employees. High: 3.5x - 4.5x AV / Revenue (1)(3)(7) Street: 2.5% - 3.5% PGR, 9.0% - 11.0% WACC Mgt. William Blair 06/05/19 Strong Buy N.A. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the merger agreement is attached as Annex A to the Proxy Statement. High Mgmt. DRAFT C O N F I D E N T I A L P R O J E C T R A V E N I Transaction Background, DRAFT P R O J E C T R A V E N I T R A N S A C T I O N B A C K G R O U N D Transaction Background 1 Structure  Vail to acquire all outstanding Raven shares that it does not already own Raven Class A shares acquired by way of tender offer Raven Class B shares owned by Diamond to be exchanged for Vail equity Transaction Value  Implied fully diluted equity value: [$]  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. 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