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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

 

RULE 13e-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

PIVOTAL SOFTWARE, INC.

(Name of the Issuer)

 

 

Pivotal Software, Inc.

VMware, Inc.

Raven Transaction Sub, Inc.

Dell Technologies Inc.

Denali Intermediate Inc.

EMC Corporation

VMW Holdco LLC

EMC Equity Assets LLC

(Names of Persons Filing Statement)

 

Class A common stock, par value $0.01 per share

Class B common stock, par value $0.01 per share

(Title of Class of Securities)

 

72582H107

(CUSIP Number of Class of Securities)

 

 

Andrew M. Cohen
General Counsel
Christopher Ing
Associate General Counsel
Pivotal Software, Inc.
875 Howard Street, Fifth Floor
San Francisco, California 94103
(415) 777-4868

 

Amy Fliegelman Olli
Senior Vice President
and General Counsel
VMware, Inc.
3401 Hillview Avenue
Palo Alto, California 94304
(650) 427-5000

 

Robert L. Potts
Senior Vice President, Corporate
Securities & Finance Counsel and
Assistant Secretary
Dell Technologies Inc.
One Dell Way
Round Rock, Texas 78682
(512) 728-7800

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

 

 

With copies to

 

Alan F. Denenberg
Sarah K. Solum
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000

 

Tad J. Freese
Mark M. Bekheit
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025

 

Martin W. Korman
Todd Cleary
Ethan Lutske
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304

 

Barbara L. Becker
Saee M. Muzumdar
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

 

William R. Dougherty
Atif I. Azher
Naveed Anwar
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
(650) 251-5000

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

This statement is filed in connection with (check the appropriate box):

 

a.

x

The filing of solicitation materials or an information statement subject to Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

 

 

b.

o

The filing of a registration statement under the Securities Act of 1933.

 

 

 

c.

o

A tender offer.

 

 

 

d.

o

None of the above.

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

 

Check the following box if the filing is a final amendment reporting the results of the transaction: o

 

CALCULATION OF FILING FEE

 

Transaction Valuation*

 

Amount of Filing Fee**

$3,950,797,295.10

 

$512,813.49

 

*

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.

**

The amount of the filing fee, calculated in accordance with Rule 0-11(c) of the Exchange Act was calculated by multiplying $3,950,797,295.10 by 0.0001298.

 

x

Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

 

Amount Previously Paid:

$512,813.49

Filing Party:

Pivotal Software, Inc.

Form or Registration No.:

Schedule 14A

Date Filed:

October 10, 2019

 

 

 

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INTRODUCTION

 

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”). Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”

 

This Transaction Statement relates to the Agreement and Plan of Merger, dated August 22, 2019 (the “merger agreement”), by and among Pivotal, VMware and merger sub. The merger agreement provides that merger sub will merge with and into Pivotal, with Pivotal continuing as the surviving corporation and becoming a wholly owned subsidiary of VMware (the “merger”).

 

If the merger is completed, subject to the terms of the merger agreement, shares of the Class A common stock, other than shares held in treasury or shares owned by Dell, EMC Corporation, VMW Holdings, VMware or merger sub that are not held on behalf of unaffiliated third parties (collectively, the “excluded Class A shares”) and other than shares issued and outstanding immediately prior to the effective time of the merger that are held by any holder who is entitled to demand and properly demands appraisal of such shares of Class A common stock in compliance with section 262 of the Delaware General Corporation Law, will receive $15.00 in cash, without interest, and subject to deduction for any required withholding tax, for each share of Class A common stock held. Dell will receive 0.0550 of a share of VMware Class B common stock, par value $0.01 per share (the “VMware Class B common stock”), for each share of the Class B common stock it owns (other than each share of the Class B common stock beneficially owned by VMware), or approximately 7.2 million shares of VMware Class B common stock. The outstanding shares of Class B common stock that are held by VMware will be cancelled as part of the merger. Treatment of outstanding equity awards and outstanding purchase rights under Pivotal’s 2013 and 2018 Equity Incentive Plans and Pivotal’s 2018 Employee Stock Purchase Plan is described in greater detail in the Proxy Statement (defined below) under “The Merger Agreement—Treatment of Options,” “—Treatment of RSUs,” and “—Treatment of the ESPP.” Further, following completion of the merger, the shares of Class A common stock will cease to be listed on the New York Stock Exchange and registration of the Class A common stock under the Exchange Act will be terminated.

 

The merger and the merger agreement have been approved by the board of directors of each of VMware (acting upon the unanimous recommendation of a special committee of the independent and disinterested directors previously appointed (the “VMware Special Committee”)) and Pivotal (acting upon the unanimous recommendation of a special committee of the independent and disinterested directors previously appointed (the “Pivotal Special Committee”)).

 

Concurrently with the filing of this Transaction Statement, Pivotal is filing a notice of meeting and a proxy statement (the “Proxy Statement”) under Section 14(a) of the Exchange Act, with respect to the special meeting of stockholders, at which the stockholders will be asked to consider and vote on (1) a proposal to adopt and approve the merger agreement (the “merger agreement proposal”) and (2) a proposal to adjourn or postpone Pivotal’s special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement (the “adjournment proposal”). 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. Adoption and approval of the merger agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, (ii) at least a majority of the outstanding shares of Class A common stock, (iii) at least a majority of the outstanding shares of Class B common stock and (iv) at least a majority of the

 

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combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class.

 

The approval of the merger agreement proposal is a condition to the completion of the merger. The approval of the adjournment proposal is not a condition to the completion of the merger.

 

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.

 

All information contained in this Transaction Statement concerning any of the filing persons has been provided by such filing person and no filing person has produced any disclosure with respect to any other filing persons.

 

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TABLE OF CONTENTS

 

ITEM 1. SUMMARY TERM SHEET

4

ITEM 2. SUBJECT COMPANY INFORMATION

4

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS

5

ITEM 4. TERMS OF THE TRANSACTION

5

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

7

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

8

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

9

ITEM 8. FAIRNESS OF THE TRANSACTION

11

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

13

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

14

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

14

ITEM 12. THE SOLICITATION OR RECOMMENDATION

15

ITEM 13. FINANCIAL STATEMENTS

16

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

16

ITEM 15. ADDITIONAL INFORMATION

16

ITEM 16. EXHIBITS

17

 

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ITEM 1. SUMMARY TERM SHEET

 

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

ITEM 2. SUBJECT COMPANY INFORMATION

 

(a) Name and Address.

 

Pivotal Software, Inc.

875 Howard Street, Fifth Floor

San Francisco, California 94103

(415) 777-4868

 

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“The Special Meeting of Pivotal’s Stockholders—Who Can Vote at the Special Meeting”

 

“Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management”

 

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“Important Information About Pivotal Software, Inc.—Market Price of Pivotal’s Class A Common Stock and Dividend Information”

 

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“The Merger Agreement—Conduct of Business Pending the Merger”

 

“Important Information About Pivotal Software, Inc.—Market Price of Pivotal’s Class A Common Stock and Dividend Information”

 

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“Important Information About Pivotal Software, Inc.—Prior Public Offerings”

 

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

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“Important Information About Pivotal Software, Inc.—Transactions in Common Stock by the Buyer Group”

 

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS

 

(a)—(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“The Parties to the Merger—Pivotal Software, Inc.”

 

“The Parties to the Merger—VMware, Inc.”

 

“The Parties to the Merger—Raven Transaction Sub, Inc.”

 

“Important Information About Pivotal Software, Inc.—Pivotal Background”

 

“Important Information About Pivotal Software, Inc.—Directors and Executive Officers”

 

“Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management”

 

“Important Information About the Buyer Group”

 

“Where You Can Find More Information”

 

ITEM 4. TERMS OF THE TRANSACTION

 

(a)(1) Material Terms—Tender Offers. Not applicable.

 

(a)(2) Material Terms—Merger or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Votes Required”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)”

 

“Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)”

 

“Special Factors—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)”

 

“Special Factors—Presentations of Financial Advisor to Dell (Goldman Sachs)”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

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“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Special Factors—Accounting Treatment of the Merger”

 

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

 

“The Merger Agreement—The Merger”

 

“The Merger Agreement—Consideration to be Received in the Merger”

 

“The Merger Agreement—Payment for the Class A Common Stock”

 

“The Merger Agreement—Class B Conversion”

 

“The Merger Agreement—Treatment of Options”

 

“The Merger Agreement—Treatment of RSUs”

 

“The Merger Agreement—Treatment of the ESPP”

 

“The Merger Agreement—Conditions to Completion of the Merger”

 

“Annex A—Agreement and Plan of Merger”

 

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“The Merger Agreement—Consideration to be Received in the Merger”

 

“The Merger Agreement—Payment for the Class A Common Stock”

 

“The Merger Agreement—Class B Conversion”

 

“The Merger Agreement—Treatment of Options”

 

“The Merger Agreement—Treatment of RSUs”

 

“The Merger Agreement—Treatment of the ESPP”

 

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“Annex A—Agreement and Plan of Merger”

 

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Merger Agreement—Consideration to be Received in the Merger”

 

“Appraisal Rights”

 

“Annex E—Section 262 of the Delaware General Corporation Law”

 

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“Provisions for Unaffiliated Stockholders”

 

(f) Eligibility for Listing or Trading. Not applicable.

 

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

 

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Important Information About Pivotal Software, Inc.—Transactions in Common Stock by the Buyer Group”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Members of the Buyer Group and Pivotal’s Directors”

 

“Annex A—Agreement and Plan of Merger”

 

(b)—(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

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“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Important Information About Pivotal Software, Inc.—Transactions in Common Stock by the Buyer Group”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

“Annex A—Agreement and Plan of Merger”

 

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Votes Required”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“The Merger Agreement”

 

“Voting Agreement”

 

“Consent and Support Agreement”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

“Annex A—Agreement and Plan of Merger”

 

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

 

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

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“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“The Merger Agreement—Consideration to be Received in the Merger”

 

“The Merger Agreement—Payment for the Class A Common Stock”

 

“The Merger Agreement—Class B Conversion”

 

“The Merger Agreement—Treatment of Options”

 

“The Merger Agreement—Treatment of RSUs”

 

“The Merger Agreement—Treatment of the ESPP”

 

“Annex A—Agreement and Plan of Merger”

 

(c)(1)—(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“The Merger Agreement”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

“Annex A—Agreement and Plan of Merger”

 

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

 

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Special Factors—Background of the Merger”

 

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“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of Merger”

 

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Special Factors—Accounting Treatment of the Merger”

 

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“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

 

“Unaudited Comparative Per Share Information”

 

“The Merger Agreement—The Merger”

 

“The Merger Agreement—Directors and Officers”

 

“The Merger Agreement—Consideration to Be Received in the Merger”

 

“The Merger Agreement—Payment for the Class A Common Stock”

 

“The Merger Agreement—Class B Conversion”

 

“The Merger Agreement—Treatment of Options”

 

“The Merger Agreement—Treatment of RSUs”

 

“The Merger Agreement—Treatment of the ESPP”

 

“Appraisal Rights”

 

“Annex A—Agreement and Plan of Merger”

 

“Annex E—Section 262 of the Delaware General Corporation Law”

 

ITEM 8. FAIRNESS OF THE TRANSACTION

 

(a)—(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)”

 

“Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)”

 

“Special Factors—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)”

 

“Special Factors—Presentations of Financial Advisor to Dell (Goldman Sachs)”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Annex B—Opinion of Morgan Stanley & Co. LLC”

 

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“Annex C—Opinion of Lazard Frères & Company”

 

“Annex D—Opinion of Moelis & Company LLC”

 

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.

 

The presentation materials dated July 30, 2019, August 14, 2019 and August 21, 2019, prepared by Lazard Frères & Company and reviewed by the VMware Special Committee are attached hereto as Exhibits (c)(9)–(11) and are incorporated by reference herein.

 

The presentation materials dated August 13, 2019 and August 21, 2019, each prepared by Goldman Sachs & Co. LLC and reviewed by the board of directors of Dell (the “Dell Board”), are attached hereto as Exhibits (c)(13) and (c)(14) and are incorporated by reference herein.

 

The presentation materials dated August 21, 2019, prepared by Moelis & Company LLC and reviewed by the Dell Board, are attached hereto as Exhibits (c)(15) and (c)(16) and are incorporated by reference herein.

 

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Votes Required”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“The Merger Agreement—Conditions to Completion of the Merger”

 

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)”

 

“Annex B—Opinion of Morgan Stanley & Co. LLC”

 

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(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Time, Place and Purpose of the Special Meeting”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

(f) Other Offers. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“Special Factors—Background of the Merger”

 

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

 

(a)—(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)”

 

“Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)”

 

“Special Factors—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)”

 

“Special Factors—Presentations of Financial Advisor to Dell (Goldman Sachs)”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Annex B—Opinion of Morgan Stanley & Co. LLC”

 

“Annex C—Opinion of Lazard Frères & Company”

 

“Annex D—Opinion of Moelis & Company LLC”

 

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

 

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by the Pivotal Special Committee, are attached hereto as Exhibits (c)(1)—(7) and are incorporated by reference herein.

 

The presentation materials dated July 30, 2019, August 14, 2019 and August 21, 2019, prepared by Lazard Frères & Company and reviewed by the VMware Special Committee are attached hereto as Exhibits (c)(9)–(11) and are incorporated by reference herein.

 

The presentation materials dated August 13, 2019 and August 21, 2019, each prepared by Goldman Sachs & Co. LLC and reviewed by the Dell Board, are attached hereto as Exhibits (c)(13) and (c)(14) and are incorporated by reference herein.

 

The presentation materials dated August 21, 2019, prepared by Moelis & Company LLC and reviewed by the Dell Board, are attached hereto as Exhibits (c)(15) and (c)(16) and are incorporated by reference herein.

 

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of Pivotal during its regular business hours by any interested holder of Class A or Class B common stock or representative who has been designated in writing, and copies may be obtained by requesting them in writing from Pivotal at the email address provided under the caption “Where You Can Find More Information” in the Proxy Statement, which is incorporated herein by reference.

 

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

 

(a)—(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“The Special Meeting of Pivotal’s Stockholders—Solicitation of Proxies”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

“The Merger Agreement—Financing”

 

“Annex A—Agreement and Plan of Merger”

 

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

“The Merger Agreement—Financing”

 

“The Merger Agreement—Termination Fees and Expenses”

 

(d) Borrowed Funds. None.

 

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

 

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

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“Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management”

 

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Voting Agreement”

 

“Consent and Support Agreement”

 

“Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management”

 

“Important Information About Pivotal Software, Inc.—Transactions in Common Stock by the Buyer Group”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

ITEM 12. THE SOLICITATION OR RECOMMENDATION

 

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“The Merger Agreement—Commercially Reasonable Efforts; Other Agreements”

 

“Voting Agreement”

 

“Consent and Support Agreement”

 

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Time, Place and Purpose of the Special Meeting”

 

“The Special Meeting of Pivotal’s Stockholders—Voting by Proxy”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

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“The Merger Agreement—No Solicitation; Recommendations of the Merger”

 

ITEM 13. FINANCIAL STATEMENTS

 

(a) Financial Information. The audited financial statements set forth in Pivotal’s Annual Report on Form 10-K for the year ended February 1, 2019 and the unaudited financial statements set forth in Pivotal’s Quarterly Reports on Form 10-Q for the quarterly periods ended May 3, 2019 and August 2, 2019 are incorporated by reference herein. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Selected Consolidated Financial Data of Pivotal”

 

“Unaudited Comparative Per Share Information”

 

“Where You Can Find More Information”

 

(b) Pro Forma Information. Not applicable.

 

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

 

(a)—(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Solicitation of Proxies”

 

“Special Factors—Background of the Merger”

 

“The Merger Agreement—Termination Fees and Expenses”

 

“Important Information About the Buyer Group”

 

ITEM 15. ADDITIONAL INFORMATION

 

(b) Golden Parachute Compensation. Not applicable.

 

(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

 

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ITEM 16. EXHIBITS

 

Exhibit
No.

 

Description

 

 

 

(a)(1)

 

Preliminary Proxy Statement of Pivotal Software, Inc. (incorporated by reference to the Schedule 14A filed concurrently with this Transaction Statement by Pivotal Software, Inc. with the SEC).

 

 

 

(a)(2)

 

Form of Preliminary Proxy Card (incorporated by reference to the Proxy Statement).

 

 

 

(a)(3)

 

Letter to Stockholders of Pivotal Software, Inc. (incorporated by reference to the Proxy Statement).

 

 

 

(a)(4)

 

Notice of Special Meeting of Stockholders of Pivotal Software, Inc. (incorporated by reference to the Proxy Statement).

 

 

 

(a)(5)

 

Current Report on Form 8-K of Pivotal Software, Inc. dated August 14, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 15, 2019).

 

 

 

(a)(6)

 

Joint Press Release dated August 22, 2019 issued by Pivotal Software, Inc. and VMware, Inc. (incorporated by reference to Exhibit 99.1 to Pivotal Software, Inc.’s Current Report filed on Form 8-K with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(7)

 

Email to Employees and Blog Posting of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(8)

 

Email to Customers of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(9)

 

Website Pages of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(10)

 

Town Hall Announcement and Slack Invitation of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(11)

 

Social Media Postings and Blog Posting of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(12)

 

External Q&A of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(13)

 

Inside Dell Blog Posting and Email to Employees of Dell Technologies Inc. dated August 22, 2019 (incorporated by reference to Dell Technologies Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(14)

 

Email to Industry Analysts of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(15)

 

VMware, Inc. Transaction Overview dated August 22, 2019, posted to VMware’s Investor Relations Page (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(16)

 

VMware, Inc.’s Second Quarter Earnings Announcement Slides dated August 22, 2019, posted to VMware, Inc.’s Investor Relations Page (Excerpts) (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

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(a)(17)

 

Emails to Employees of VMware, Inc. dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(18)

 

VMware, Inc. Blog Posting dated August 22, 2019 regarding Pivotal transaction (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(19)

 

VMware, Inc.’s Spokesperson FAQs regarding Transactions Announcement dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(20)

 

VMware, Inc.’s Q2’FY20 Earnings Call Transcript dated August 22, 2019 (Pivotal excerpts) (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(21)

 

Email to Employees of VMware, Inc. regarding Customer Operations dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(22)

 

CEO Email to Employees of VMware, Inc. dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(23)

 

Tweets from the VMware, Inc. Twitter Account dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(24)

 

Current Report on Form 8-K of VMware, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 27, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(25)

 

Internal Employee Q&A of Pivotal Software, Inc. dated August 23, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(26)

 

Communication to Dell Global Sales Community of Dell Technologies Inc., dated August 23, 2019 (incorporated by reference to Dell Technologies Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(27)

 

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).

 

 

 

(a)(28)

 

VMware, Inc. Customer Communication dated August 28, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 28, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(29)

 

Excerpt from the transcript of Dell Technologies Inc.’s earnings call held on August 29, 2019 (incorporated by reference to Dell Technologies Inc.’s filing with the SEC on August 30, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(30)

 

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).

 

 

 

(a)(31)

 

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).

 

 

 

(a)(32)

 

Article Published by Computerworld dated September 13, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on September 16, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

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(a)(33)

 

Internal Employee Q&A of Pivotal Software, Inc. dated September 24, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on September 25, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(34)

 

Town Hall Presentation of Pivotal Software, Inc. dated October 3, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on October 3, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(c)(1)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated July 31, 2019.

 

 

 

(c)(2)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee and the Pivotal Board dated August 5, 2019.

 

 

 

(c)(3)*

 

Additional presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee and the Pivotal Board dated August 5, 2019.

 

 

 

(c)(4)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 8, 2019.

 

 

 

(c)(5)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 14, 2019.

 

 

 

(c)(6)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 20, 2019.

 

 

 

(c)(7)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 22, 2019.

 

 

 

(c)(8)

 

Opinion of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 22, 2019 (incorporated by reference to Annex B of the Proxy Statement).

 

 

 

(c)(9)*

 

Presentation materials of Lazard Frères & Company to the VMware Special Committee dated July 30, 2019.

 

 

 

(c)(10)*

 

Presentation materials of Lazard Frères & Company to the VMware Special Committee dated August 14, 2019.

 

 

 

(c)(11)*

 

Presentation materials of Lazard Frères & Company to the VMware Special Committee dated August 21, 2019.

 

 

 

(c)(12)

 

Opinion of Lazard Frères & Company to the VMware Special Committee dated August 21, 2019 (incorporated by reference to Annex C of the Proxy Statement).

 

 

 

(c)(13)*

 

Presentation materials of Goldman Sachs & Co. LLC to the Dell Board dated August 13, 2019.

 

 

 

(c)(14)*

 

Presentation materials of Goldman Sachs & Co. LLC to the Dell Board dated August 21, 2019.

 

 

 

(c)(15)*

 

Draft Presentation materials of Moelis & Company LLC to the Dell Board dated August 21, 2019.

 

 

 

(c)(16)*

 

Presentation materials of Moelis & Company LLC to the Dell Board dated August 21, 2019.

 

 

 

(c)(17)

 

Opinion of Moelis & Company LLC to the Dell Board dated August 21, 2019 (incorporated by reference to Annex D of the Proxy Statement).

 

 

 

(d)(1)

 

Agreement and Plan of Merger dated August 22, 2019, between Pivotal Software, Inc., VMware, Inc. and Raven Transaction Sub, Inc. (incorporated by reference to Annex A of the Proxy Statement).

 

 

 

(d)(2)

 

Voting Agreement dated August 22, 2019, between VMware, Inc., Ford Motor Company and Pivotal Software, Inc. (incorporated by reference to Exhibit 10.1 to VMware, Inc.’s Current Report filed on Form 8-K with the SEC on August 22, 2019).

 

 

 

(d)(3)

 

Consent and Support Agreement dated August 22, 2019, between VMware, Inc., Dell Technologies Inc., EMC Equity Assets LLC, EMC Corporation and VMW Holdco LLC (incorporated by reference to Exhibit 10.2 to VMware, Inc.’s Current Report filed on Form 8-K with the SEC on August 22, 2019).

 

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(d)(4)

 

Annual Report on Form 10-K of Pivotal Software, Inc. for the fiscal year ended February 1, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on March 29, 2019).

 

 

 

(d)(5)

 

Quarterly Report on Form 10-Q of Pivotal Software, Inc. for the quarterly period ended May 3, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on June 6, 2019).

 

 

 

(d)(6)

 

Quarterly Report on Form 10-Q of Pivotal Software, Inc. for the quarterly period ended August 2, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on September 5, 2019).

 

 

 

(f)(1)

 

Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex E of the Proxy Statement).

 

 

 

(g)(1)

 

None.

 

* To be filed herewith

 

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SIGNATURES

 

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated as of October 10, 2019

 

 

PIVOTAL SOFTWARE, INC.

 

 

 

 

By:

/s/ Andrew M. Cohen

 

Name:

Andrew M. Cohen

 

Title:

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

VMWARE, INC.

 

 

 

 

By:

/s/ Craig Norris

 

Name:

Craig Norris

 

Title:

Vice President, Deputy General Counsel and Assistant Secretary

 

 

 

 

RAVEN TRANSACTION SUB, INC.

 

 

 

 

By:

/s/ Craig Norris

 

Name:

Craig Norris

 

Title:

President

 

 

 

 

DELL TECHNOLOGIES INC.

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

 

 

 

DENALI INTERMEDIATE INC.

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

 

 

 

EMC CORPORATION

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

 

 

 

VMW HOLDCO LLC

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

 

 

 

EMC EQUITY ASSETS LLC

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

21

Exhibit (c)(1)

 

Review of Management Cases Valuation Benchmarking Project Falcon July 31, 2019 and CONFIDENTIAL PRELIMINARY DRAFT

GRAPHIC

 

SECTION 1 Financial and Trading Snapshot 2 CONFIDENTIAL PRELIMINARY DRAFT

GRAPHIC

 

Yoda Trading and Multiples Summary $MM, except where noted Current Price $9.91 Premium / (Discount) to: Metric Spot: (07/26/2019) 30-Day Trading Avg. Avg. Since 6/4/2019 90-Day Trading Avg. 52-Week High 52-Week Low $9.91 $10.59 $10.64 $16.44 $28.85 $9.75 0.0% (6.5%) (6.9%) (39.7%) (65.6%) 1.6% Equity Value Aggregate Value $2,904.3 $2,050.8 AV / Revenue FY20/CY19 FY21/CY20 $760.0 $895.7 2.7x 2.3x FY20/CY19 FY21/CY20 $753.0 $843.4 2.7x 2.4x FY20/CY19 FY21/CY20 $773.2 $908.5 2.7x 2.3x FY20/CY19 FY21/CY20 $773.2 $955.4 2.7x 2.1x Notes: 1. Market data as of 7/26/2019; average share prices based on trading days; high and low represent closing prices 2. 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 capitalization from 10-Q filed 6/6/2019 4. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and equivalents (aggregate value is synonymous with Total Enterprise Value) PROJECT FALCON FINANCIAL AND TRADING SNAPSHOT 3 CONFIDENTIAL High Mgmt Mgmt Base Mgmt Low Street PRELIMINARY DRAFT

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Yoda Historical Share Share Price since 4/20/2018 IPO Price Performance Share Price since IPO Share Price ($) Stock Price Trading Statistics As of 07/26/2019 Average Median $40 Last 30 Days Since 6/4/2019 Last 90 Days 52-Week $10.59 $10.64 $16.44 $18.82 $10.57 $10.60 $19.63 $19.33 $35 $30 $25 $20 $15 Yoda $9.91 (37%) $10 $5 $0 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Notes: 1. Market data as of 7/26/2019 PROJECT FALCON FINANCIAL AND TRADING SNAPSHOT 4 CONFIDENTIAL 6/4/2019 Q1 FY20: Reported weak billings performance, lower than expected RPO growth, and low customer adds; management cited deal slippage, lengthening sales cycle, and execution as primary reasons for disappointing quarter. 6/12/2018 Q1 FY19: Significant billings and subscription revenue beat highlight first public quarter; revenue of $155.7MM beat analyst estimates by $15.3MM, EPS of -$0.10 beat by $0.03 9/12/2018 Q2 FY19: Reported billings shortfall, demonstrating quarter-to-quarter volatility; revenue of $164.4MM beat analyst estimates by $6.2MM, EPS of -$0.06 beat by $0.03 PRELIMINARY DRAFT

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Yoda Revenue Multiple Over AV / NTM Revenue since 4/20/2018 IPO Time AV / Revenue Multiple Statistics As of 07/26/2019 13.0x 12.0x 11.0x 10.0x 9.0x 8.0x 7.0x 6.0x 5.0x 4.0x Yoda: 2.7x 3.0x 2.0x Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Notes: 1. Market data as of 7/26/2019 (Source: Thomson Estimates) 2. Range defined as 6/6/2018 to 9/14/2018 PROJECT FALCON FINANCIAL AND TRADING SNAPSHOT 5 CONFIDENTIAL Average Median Last 30 Days 3.0x 3.0x Since 6/4/2019 3.1x 3.0x Last 90 Days 5.5x 6.6x 52-Week 6.7x 6.7x Overheated GrowthConcerns Over ExpectationsGrowth and Avg. AV / Rev: 10.2x(2) Execution Avg. AV / Rev: 3.1x 6/4/2019 Q1 FY20: Reported weak billings performance, lower than expected RPO growth, and low customer adds; management cited deal slippage, lengthening sales cycle, and execution as primary reasons for disappointing quarter. PRELIMINARY DRAFT

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Current Consensus vs. Pre-Q1 Consensus Comparison $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% (28.9%) (25.9%) (9.0%) (3.3%) (8.4%) (10.6%) % Margin 69.0% 72.4% 76.1% 70.4% 73.5% 76.6% 2.0% 1.6% 0.7% N.M. (26.7%) (22.4%) % Margin (2.6%) 4.3% 10.0% (4.0%) 3.5% 8.8% N.M. (18.7%) (12.6%) N.M. (67.4%) (25.6%) % Margin (4.7%) 2.6% 7.4% (5.9%) 1.0% 6.2% N.M. (63.9%) (16.3%) N.M. (58.3%) (20.6%) % Margin (4.7%) 2.7% 8.5% (5.4%) 1.3% 7.6% N.M. (53.8%) (10.6%) Notes: 1. Consensus estimates as of 4/10/2019 and 7/3/2019 PROJECT FALCON FINANCIAL AND TRADING SNAPSHOT 6 CONFIDENTIAL Net Income ($38) $27 $101 ($41) $11 $81 EBIT ($37) $26 $89 ($45) $8 $66 EBITDA ($21) $42 $119 ($30) $31 $93 Gross Profit $554 $713 $908 $535 $653 $811 Revenue $803 $986 $1,193 $761 $889 $1,060 Current As of 4/10/2019 PRELIMINARY DRAFT

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Current Management vs. LRP Comparison $MM unless otherwise noted Delta (%) CY19/FY20 CY20/FY21 CY21/FY22CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (10%) (46%) (10%) (0%) N.M. N.M. (20%) (56%) (29%) (56%) % Growth 27% 27% 25% 15% 12% 11% % Margin 70% 75% 78% 70% (114%) (119%) (84%) (77%) % Margin (3%) 7% 16% (8%) (1%) 4% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (8%) (37%) (8%) (1%) N.M. N.M. (18%) (47%) (28%) (48%) % Growth 28% 33% 33% 18% 17% 17% % Margin 71% 75% 79% 70% (104%) (105%) (80%) (71%) % Margin (2%) 9% 18% (5%) (0%) 5% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (9%) (39%) (7%) 2% N.M. N.M. (17%) (35%) (26%) (41%) % Growth 29% 36% 38% 18% 24% 23% % Margin 71% 76% 80% 72% (85%) (83%) (70%) (58%) % Margin (1%) 11% 21% (5%) 2% 9% Notes: 1. Management-provided cases as of 7/25/2019; Gross Margin FY21 and FY22 estimates not provided by management PROJECT FALCON FINANCIAL AND TRADING SNAPSHOT 7 CONFIDENTIAL EBIT($9)$122$340($39)$18$103 Gross Profit$599$869$1,255$560 Revenue$846$1,154$1,590$773$955$1,171 Current High Case As of 4/10/2019 EBIT($14)$99$273($39)($4)$56 Gross Profit$592$830$1,154$545 Revenue$840$1,114$1,478$773$909$1,063 Current Base Case As of 4/10/2019 EBIT($22)$79$217($57)($11)$35 Gross Profit$586$790$1,015$527 Revenue$833$1,058$1,318$753$843$936 Current Low Case As of 4/10/2019 PRELIMINARY DRAFT

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SECTION 2 Case Comparison 8 CONFIDENTIAL PRELIMINARY DRAFT

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Overview of Current Management Cases ACV Sensitivity Assumptions $MM $254 $220 $192 $185 $175 $177 $167 $167 $161 $167 $149 $137 $125 FY18 FY19 FY20 FY21 FY22 Actuals Low Base High Notes: 1. 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 PROJECT FALCON CASE COMPARISON 9 CONFIDENTIAL Sensitivities to Outlook •Following Q1 FY2020 performance, Yoda sensitized the 3-year outlook based on revised forecast for Q2 FY2020 and FY2020E •Note: this is not an LRP (as bottoms-up LRP was updated at the beginning of FY2020) PRELIMINARY DRAFT

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Street vs. Management Case Comparison Revenue EBIT 1,200 120 100 80 60 40 20 0 (20) (40) (60) (80) 103 1,171 1,100 1,063 955 1,000 77 56 35 1,019 18 909 936 900 896 843 773 16 -4 800 773 753 FY21/CY-2110 FY20/CY19 FY22/CY21 -39 658 -39 -45 -57 700 760 600 FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 Street Mgt. Base Mgt. Low Mgt. High Street Mgt. Base Mgt. Low Mgt. High Revenue Growth (%) EBIT Margin (%) 30% 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% -10% 29.1% 8.8% 7.6% 5.3% 3.7% 23.6% 25% 22.5% 1.9% 20% 1.7% (0.5%) 17.9% 17.6% FY20/CY19 (5.1%) (5.1%) FY21/CY(21.03%) FY22/CY21 17.6% 15.6% 17.0% 17.5% 15% 14.5% (6.0%)(7.6%) 13.7% 12.0% 11.0% 10% FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 Street Mgt. Base Mgt. Low Mgt. High Street Mgt. Base Mgt. Low Mgt. High Notes: 1. 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 PROJECT FALCON CASE COMPARISON 10 CONFIDENTIAL PRELIMINARY DRAFT

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Operating Case Comparison – Street vs. Management Financial Projections – Street vs. Management Cases $MM, except where noted FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 Notes: 1. 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 PROJECT FALCON CASE COMPARISON 11 CONFIDENTIAL Revenue $760.0 $895.7 $1,018.7 $753.0 $843.4 $936.1 ($7.0) ($52.3) ($82.6) $773.2 $908.5 $1,062.9 $13.2 $12.8 $44.2 $773.2 $955.4 $1,170.6 $13.2 $59.7 $151.9 % Growth 15.6% 17.9% 13.7% 14.5% 12.0% 11.0% (107 bps) (585 bps) (274 bps) 17.6% 17.5% 17.0% 201 bps (35 bps) 326 bps 17.6% 23.6% 22.5% 201 bps 571 bps 879 bps Gross Profit $542.0 $672.9 $789.2 $527.0 $632.5 $739.5 ($15.0) ($40.4) ($49.6) $545.0 $681.4 $839.7 $3.0 $8.5 $50.5 $560.0 $716.6 $924.8 $18.0 $43.6 $135.6 % Margin 71.3% 75.1% 77.5% 70.0% 75.0% 79.0% (133 bps) (13 bps) 153 bps 70.5% 75.0% 79.0% (83 bps) (13 bps) 153 bps 72.4% 75.0% 79.0% 111 bps (13 bps) 153 bps EBIT ($45.3) $15.5 $77.1 ($57.0) ($11.0) $35.0 ($11.7) ($26.5) ($42.1) ($39.1) ($4.4) $55.9 $6.2 ($19.9) ($21.2) ($39.1) $18.2 $102.7 $6.2 $2.7 $25.6 % Margin (6.0%) 1.7% 7.6% (7.6%) (1.3%) 3.7% (161 bps) (304 bps) (383 bps) (5.1%) (0.5%) 5.3% 90 bps (222 bps) (231 bps) (5.1%) 1.9% 8.8% 90 bps 17 bps 120 bps EBITDA ($29.6) $28.9 $90.2 ($41.5) $1.6 $47.0 ($11.9) ($27.3) ($43.2) ($23.1) $11.6 $75.9 $6.5 ($17.3) ($14.3) ($23.1) $34.2 $124.7 $6.5 $5.3 $34.5 % Margin (3.9%) 3.2% 8.9% (5.5%) 0.2% 5.0% (161 bps) (304 bps) (383 bps) (3.0%) 1.3% 7.1% 91 bps (195 bps) (171 bps) (3.0%) 3.6% 10.7% 91 bps 35 bps 180 bps Management High Case Spread vs. Street Management Base Case Spread vs. Street Management Low Case Spread vs. Street Street Case PRELIMINARY DRAFT

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Operating Case Comparison – Street Subscription vs. Professional Services Revenue vs. Management FY20 / CY19 FY20 / CY19 FY20 / CY19 FY20 / CY19 Prof. Serv. 28% Prof. Serv. 30% Prof. Serv. 30% Prof. Serv. 29% Subs. 71% Subs. 70% Subs. 70% Subs. 72% FY22 / CY21 FY22 / CY21 FY22 / CY21 FY22 / CY21 Prof. Serv. 21% Prof. Serv. 23% Prof. Serv. 25% Prof. Serv. 22% Subs. 75% Subs. 77% Subs. 78% Subs. 79% Notes: 1. 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 PROJECT FALCON CASE COMPARISON 12 CONFIDENTIAL Mgmt. High Mgmt. Base Mgmt. Low Street PRELIMINARY DRAFT

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Operating Case Comparison 10 Year Projections – CY2019 to CY2028 – Revenue Revenue $MM 3,500 3,311 2,962 3,000 2,620 2,296 2,500 2,315 1,986 2,195 2,000 2,031 1,761 1,694 1,418 1,632 1,607 1,500 1,171 1,428 1,391 955 1,418 84 1,334 1,000 773 1,019 1,272 909 1,198 773 760 658 896 1,116 1,028 936 753 843 500 FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 Street Mgt. Low Mgt. Base Mgt. High Revenue Growth % 35% 29.1% 30% 23.6% 22.5% 25% 21.1% 19.5% 17.6% 17.6% 15.6% 20% 17.2% 15.6% 17.59% 17.0% 14.1% 16.4% 13.1% 15.5% 15% 11.8% 14.3% 13.7% 12.3% 14.5% 11.0% 10.6% 10% 9.6% 12.0% 11.0% 8.2% 8.1% 9.8% 8.6% 5.5% 4.0% 5% 6.8% 7.4% 5.4% 6.1% 4.9% 3.7% 0% 2.5% FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 Street Mgt. Low Mgt. Base Mgt. High Notes: 1. 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 PROJECT FALCON CASE COMPARISON 13 CONFIDENTIAL 12.5% 1,694 1,837 1,505 1,237 1,270 1,3 1,063 1,144 PRELIMINARY DRAFT

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Operating Case Comparison 10 Year Projections – CY2019 to CY2028 – EBITDA EBITDA $MM 1,000 891 791 800 661 533 600 592 419 404 446 338 400 305 389 292 312 331 246 203 275 200 127222 116 125 221 157 200 34 9706 -23 79 47 29 122 0 -42023 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 (200) Street Mgt. Low Mgt. Base Mgt. High EBITDA Margin % 30% 26.9% 26.7% 25.6% 25.3% 23.2% 25.2% 25.5% 25% 21.1% 24.1% 22.0% 8% 20% 18.3% 15% 10.7% 13.6% 11.2% 10% 3.6% 5% 7.7% 3.2% 1.3% 5.0% (3.0%) 0% FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 (3.0%) 0.2% -5% (5.5%) -10% Street Mgt. Low Mgt. Base Mgt. High Notes: 1. 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 PROJECT FALCON CASE COMPARISON 14 CONFIDENTIAL 23.0% 18.0% 19.1% 20.6% 23. 14.3% 21.1% 15.6% 15.9% 18.4% 15.8% 8.9% 11.3% 13.1% 7.1% 10.4% 128 140 489 560 PRELIMINARY DRAFT

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SECTION 3 Comparables / Valuation Benchmarking 15 CONFIDENTIAL PRELIMINARY DRAFT

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Yoda Discounted Equity Valuation Over CY2021 - CY2023 Revenue Discounted at 10.8% Cost of Equity Financial Snapshot $MM, except where noted Time – AV / Revenue | Valuation Date: 8/25/2019 Fwd. Revenue Mult. 4.5x 4.5x 4.5x 4.5x Future AV 4,584.2 4,212.6 4,783.1 5,267.7 Less: Net Debt (884.9) (884.9) (884.9) (884.9) Future EV 5,469.1 5,097.4 5,667.9 6,152.6 Future Share Price $19.27 $17.96 $19.98 $21.68 Discounted Equity Valuation - AV / Revenue $MM, except where noted Notes: 1. Assumed cost of equity of 10.8% 2. CY2021 values discounted 1.4 years, CY2022 values discounted 2.4 years, CY2023 values discounted 3.4 years 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 4. Yoda capitalization from 10-Q filed 6/6/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 16 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. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High 1.5x 2.5x 3.5x Discounted 4.5x at 10.8% Cost of Equity 5.5x 6.5x 7.5x $7.34 $6.97 $7.54 $8.04 $7.32 $6.85 $7.69 $8.42 $7.22 $6.63 $7.95 $9.09 $10.44 $9.81 $10.78 $11.60 $10.39 $9.61 $11.02 $12.23 $10.24 $9.28 $11.35 $13.13 $13.54 $12.66 $14.01 $15.16 $13.47 $12.37 $14.34 $16.04 $13.27 $11.94 $14.76 $17.16 $16.64 $15.51 $17.25 $18.72 $16.55 $15.14 $17.67 $19.86 $16.29 $14.60 $18.16 $21.19 $19.74 $18.36 $20.48 $22.28 $19.63 $17.90 $21.00 $23.67 $19.31 $17.25 $21.56 $25.23 $22.84 $21.21 $23.71 $25.84 $22.71 $20.67 $24.32 $27.48 $22.34 $19.91 $24.96 $29.26 $25.94 $24.06 $26.95 $29.41 $25.78 $23.43 $27.65 $31.30 $25.36 $22.57 $28.36 $33.30 Present Share Price $16.64 $15.51 $17.25 $18.72 FY22/CY21 Revenue FY23/CY22 Revenue FY24/CY23 Revenue Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Revenue $1,019 $936 $1,063 $1,171 $1,144 $1,028 $1,237 $1,418 $1,270 $1,116 $1,428 $1,694 % Growth 13.7% 11.0% 17.0% 22.5% 12.3% 9.8% 16.4% 21.1% 11.0% 8.6% 15.5% 19.5% Illustrative Calculation PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Revenue Metrics Revenue $MM unless otherwise noted CY2019E Median: $1,005MM CY2020E Median: $1,081MM CY2019E Median: $12,856MM CY2020E Median: $13,465MM 47,020 43,932 17,719 734 13,823 13,107 12,862 12,851 8,690 9,030 3,699 3,382 Revenue Growth % CY2019E Median: 13.3% CY2020E Median: 12.3% CY2019E Median: 6.8% CY2020E Median: 6.5% 26% 21% 22% 21% 20% 17% 13% 13% 13% 13% 13% 12% 12% 9% 8% 7% 5% 6% 4% 4% 2% (8%) Infrastructure Comparables Services Comparables CY2019E CY2020E Notes: 1. Market data as of 7/26/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 17 CONFIDENTIAL 20% 21% 16%15% 12% 18% 18%18% 1 0% 4% 5%4% 5% 8% 11,022 10,044 3,233 2,264 2,743 257 300249 301 16, 3,089 788 953773 912760 896753 8431,258 1,323751 838690 779 PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Gross Profit Metrics Gross Profit $MM unless otherwise noted 14,607 13,553 CY2019E Median: $5,369MM CY2020E Median: $5,772MM 7,1267,186 6,850 6,393 4,346 4,695 2,626 2,575 1,2191,342 Gross Margin % CY2019E Median: 79.3% CY2020E Median: 79.5% CY2019E Median: 34.9% CY2020E Median: 35.1% 88% 88% 87% 87% 84% 84% 82% 82% 78% 76% 77% 77% 71% 72% 68% 65% 55% 55% 38% 39% 31% 36% 36% 34% 34% 30% 29% 31% Infrastructure Comparables Services Comparables CY2019E CY2020E Notes: 1. Market data as of 7/26/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 18 CONFIDENTIAL 75%75%75%75% 71%71%71%70% CY2019E Median: $801MM CY2020E Median: $862MM 9,691 8,809 2,687 2,816 1,032 1,079645563 190 233166 205 1,910 2,309 560 715545 684542 673527 633570492 PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – EBITDA Metrics EBITDA $MM unless otherwise noted 7,961 CY2019E Median: $2,463MM CY2020E Median: $2,624MM 3,534 3,413 3,293 1,805 1,836 1,803 1,727 621 563 (13) (42) (23) (30) EBITDA Margin % CY2019E Median: 11.9% CY2020E Median: 14.8% CY2019E Median: 18.2% CY2020E Median: 18.4% 37% 37% 37% 36% 33% 30% 24% 25% 21% 20% 20% 20% 17% 17% 17% 17% 13% 14% (2%) (3%) (4%) (6%) (10%) (10%) Infrastructure Comparables Services Comparables CY2019E CY2020E Notes: 1. Market data as of 7/26/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 19 CONFIDENTIAL 3%1%3% 0% 17% 19% 7% 11%8% (0%) (4%) (4%) 7,349 4,091 3,739CY2019E Median: $212MM CY2020E Median: $240MM 1,151 1,177 514 410 396375 321029250 84(3) 70(24) (11)(25) (13) 3,120 PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Valuation Multiples AV / Revenue (x) CY2019E Median: 4.5x CY2019E Median: 2.4x CY2020E Median: 4.0x CY2020E Median: 2.2x 10.5x 9.8x 8.1x 7.6x 7.0x 4.7x 4.4x 4.1x 4.2x 3.6x 3.6x 3.3x 3.2x 3.1x 2.9x 2.7x 2.6x 2.4x 2.1x 2.0x 1.6x 1.5x 0.7x 0.7x Infrastructure Comparables Services Comparables CY2019E CY2020E Notes: 1. Market data as of 7/26/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 20 CONFIDENTIAL 2.7x 2.3x 9.0x 3.9x 1.7x 1.6x PRELIMINARY DRAFT

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Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted Premium to Street Case Mgmt. Low Case Mgmt. Base Case Mgmt. High Case Average AV / Revenue AV / Revenue AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Current 30-Day 90-Day FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 $10.00 0.9% (5.6%) (39.2%) (65.3%) 2.6% $2,934 $2,080 2.7x 2.3x 2.8x 2.5x 2.7x 2.3x 2.7x 2.2x $11.00 11.0% 3.8% (33.1%) (61.9%) 12.8% $3,262 $2,408 3.2x 2.7x 3.2x 2.9x 3.1x 2.7x 3.1x 2.5x $12.00 21.1% 13.3% (27.0%) (58.4%) 23.1% $3,590 $2,736 3.6x 3.1x 3.6x 3.2x 3.5x 3.0x 3.5x 2.9x $13.00 31.2% 22.7% (20.9%) (54.9%) 33.3% $3,917 $3,064 4.0x 3.4x 4.1x 3.6x 4.0x 3.4x 4.0x 3.2x $14.00 41.3% 32.2% (14.8%) (51.5%) 43.6% $4,245 $3,392 4.5x 3.8x 4.5x 4.0x 4.4x 3.7x 4.4x 3.6x $15.00 51.4% 41.6% (8.7%) (48.0%) 53.8% $4,573 $3,720 4.9x 4.2x 4.9x 4.4x 4.8x 4.1x 4.8x 3.9x $16.00 61.5% 51.0% (2.7%) (44.5%) 64.1% $4,901 $4,047 5.3x 4.5x 5.4x 4.8x 5.2x 4.5x 5.2x 4.2x Notes: 1. Market data as of 7/26/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from 10-Q filed 6/6/2019 3. 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 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 21 CONFIDENTIAL $9.91 $10.59 $16.44 $28.85 $9.75 $760 $896 $753 $843 $773 $909 $773 $955 $9.91 0.0% (6.5%) (39.7%) (65.6%) 1.6% $2,904 $2,051 2.7x 2.3x 2.7x 2.4x 2.7x 2.3x 2.7x 2.1x PRELIMINARY DRAFT

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Street Case Cash Flow Assumptions FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 DCF Output – Split Between Projection Period and Terminal Value Notes: 1. Assumes valuation date of 7/1/2019; uses mid-year convention 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management-approved Morgan Stanley extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from 10-Q filed 6/6/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 22 CONFIDENTIAL Discount Rate 9.8% PGR 2.0% 2.5% 3.0% 10.8% 2.0% 2.5% 3.0% 11.8% 2.0% 2.5% 3.0% % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 25% 24% 23% 28% 27% 26% 31% 29% 28% PV of Terminal Value 75% 76% 77% 72% 73% 74% 69% 71% 72% Revenue $760 $896 $1,019 $1,144 $1,270 $1,391 $1,505 $1,607 $1,694 $1,761 $1,761 % Growth 15.6% 17.9% 13.7% 12.3% 11.0% 9.6% 8.2% 6.8% 5.4% 4.0% EBITDA (30) 29 90 128 172 221 275 331 389 446 446 % Margin (3.9%) 3.2% 8.9% 11.2% 13.6% 15.9% 18.3% 20.6% 23.0% 25.3% 25.3% Less: Taxes 0 0 0 (5) (15) (27) (40) (55) (71) (87) (87) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (84) (88) (89) (97) (105) (111) (117) (120) (123) (123) (123) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) /HVV: 1:& 80 53 19 19 19 18 17 15 13 10 0 ¨ LQ 5HYHQXH78.4% 38.8% 15.2% 15.1% 15.1% 15.1% 15.1% 15.0% 15.0% 15.0% - Less: CapEx (11) (12) (14) (16) (17) (19) (20) (21) (22) (23) (23) % of Revenue 1.4% 1.4% 1.4% 1.4% 1.4% 1.3% 1.3% 1.3% 1.3% 1.3% 1.3% uFCF ($44) ($18) $6 $30 $54 $83 $115 $150 $186 $223 uFCF Margin (5.8%) (2.1%) 0.6% 2.6% 4.3% 6.0% 7.7% 9.3% 11.0% 12.7% $213 12.1% Street Forecast Management-Approved Extrapolations PRELIMINARY DRAFT

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Management Low Case Cash Flow Assumptions FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 DCF Output – Split Between Projection Period and Terminal Value Notes: 1. Assumes valuation date of 7/1/2019; uses mid-year convention 2. Yoda management estimates as of 7/25/2019; Yoda management-approved Morgan Stanley extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from 10-Q filed 6/6/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 23 CONFIDENTIAL Discount Rate 9.8% PGR 2.0% 2.5% 3.0% 10.8% 2.0% 2.5% 3.0% 11.8% 2.0% 2.5% 3.0% % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 16% 15% 14% 17% 17% 16% 19% 18% 17% PV of Terminal Value 84% 85% 86% 83% 83% 84% 81% 82% 83% Revenue $753 $843 $936 $1,028 $1,116 $1,198 $1,272 $1,334 $1,384 $1,418 $1,418 % Growth 14.5% 12.0% 11.0% 9.8% 8.6% 7.4% 6.1% 4.9% 3.7% 2.5% EBITDA (42) 2 47 79 116 157 200 246 292 338 338 % Margin (5.5%) 0.2% 5.0% 7.7% 10.4% 13.1% 15.8% 18.4% 21.1% 23.8% 23.8% Less: Taxes 0 0 0 0 (2) (12) (24) (36) (49) (61) (61) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (83) (83) (82) (87) (92) (96) (98) (100) (100) (99) (99) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 75 35 14 16 17 18 17 16 14 10 0 % ¨ LQ 5HYHQXH78.4% 38.8% 15.2% 17.3% 19.4% 21.5% 23.6% 25.8% 27.9% 30.0% - Less: CapEx (11) (12) (13) (15) (17) (19) (21) (22) (24) (26) (26) % of Revenue 1.4% 1.4% 1.4% 1.4% 1.5% 1.6% 1.6% 1.7% 1.7% 1.8% 1.8% uFCF ($60) ($57) ($34) ($7) $22 $47 $75 $104 $133 $162 uFCF Margin (8.0%) (6.8%) (3.6%) (0.7%) 2.0% 4.0% 5.9% 7.8% 9.6% 11.4% $151 10.7% Mgt. Low Case Management-Provided Extrapolations PRELIMINARY DRAFT

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Management Base Case Cash Flow Assumptions FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 DCF Output – Split Between Projection Period and Terminal Value Notes: 1. Assumes valuation date of 7/1/2019; uses mid-year convention 2. Yoda management provided estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from 10-Q filed 6/6/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 24 CONFIDENTIAL Discount Rate 9.8% PGR 2.0% 2.5% 3.0% 10.8% 2.0% 2.5% 3.0% 11.8% 2.0% 2.5% 3.0% % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 32% 30% 29% 35% 34% 32% 38% 37% 35% PV of Terminal Value 68% 70% 71% 65% 66% 68% 62% 63% 65% Revenue $773 $909 $1,063 $1,237 $1,428 $1,632 $1,837 $2,031 $2,195 $2,315 $2,315 % Growth 17.6% 17.5% 17.0% 16.4% 15.5% 14.3% 12.5% 10.6% 8.1% 5.5% EBITDA (23) 12 76 140 222 312 404 489 560 592 592 % Margin (3.0%) 1.3% 7.1% 11.3% 15.6% 19.1% 22.0% 24.1% 25.5% 25.6% 25.6% Less: Taxes 0 0 0 (4) (23) (44) (66) (87) (104) (112) (112) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (85) (89) (93) (105) (118) (130) (142) (152) (159) (162) (162) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 50 43 47 52 57 61 64 65 65 63 0 % ¨ LQ 5HYHQXH43.2% 31.8% 30.4% 29.9% 29.8% 29.9% 31.3% 33.5% 39.7% 52.3% - Less: CapEx (16) (16) (20) (22) (26) (30) (34) (37) (40) (42) (42) % of Revenue 2.1% 1.8% 1.9% 1.8% 1.8% 1.8% 1.9% 1.8% 1.8% 1.8% 1.8% uFCF ($74) ($50) $10 $61 $113 $169 $226 $278 $321 $339 uFCF Margin (9.6%) (5.5%) 0.9% 4.9% 7.9% 10.3% 12.3% 13.7% 14.6% 14.6% $276 11.9% Mgt. Base Case Management-Provided Extrapolations PRELIMINARY DRAFT

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Management High Case Cash Flow Assumptions FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 DCF Output – Split Between Projection Period and Terminal Value Notes: 1. Assumes valuation date of 7/1/2019; uses mid-year convention 2. Yoda management provided estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from 10-Q filed 6/6/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 25 CONFIDENTIAL Discount Rate 9.8% PGR 2.0% 2.5% 3.0% 10.8% 2.0% 2.5% 3.0% 11.8% 2.0% 2.5% 3.0% % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 34% 32% 30% 37% 35% 34% 40% 39% 37% PV of Terminal Value 66% 68% 70% 63% 65% 66% 60% 61% 63% Revenue $773 $955 $1,171 $1,418 $1,694 $1,986 $2,296 $2,620 $2,962 $3,311 $3,311 % Growth 17.6% 23.6% 22.5% 21.1% 19.5% 17.2% 15.6% 14.1% 13.1% 11.8% EBITDA (23) 34 125 203 305 419 533 661 791 891 891 % Margin (3.0%) 3.6% 10.7% 14.3% 18.0% 21.1% 23.2% 25.2% 26.7% 26.9% 26.9% Less: Taxes 0 0 (0) (17) (39) (65) (91) (120) (151) (173) (173) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (85) (93) (102) (120) (140) (159) (178) (196) (215) (232) (232) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 67 52 61 70 80 88 96 104 110 114 0 % ¨ LQ 5HYHQXH57.9% 28.5% 28.3% 28.3% 28.9% 30.2% 31.0% 32.1% 32.1% 32.7% - Less: CapEx (16) (16) (22) (25) (31) (36) (42) (48) (54) (60) (60) % of Revenue 2.1% 1.7% 1.9% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% uFCF ($57) ($23) $61 $111 $176 $247 $319 $400 $481 $540 uFCF Margin (7.4%) (2.4%) 5.2% 7.8% 10.4% 12.4% 13.9% 15.3% 16.2% 16.3% $426 12.9% Mgt. High Case Management-Provided Extrapolations PRELIMINARY DRAFT

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Precedent Software Transactions – Operational Selected Transactions 2013 to Present; >$1Bn Aggregate Value NTM Revenue Growth (%) 40% MuleSoft / Salesforce: 15.7x Benchmarking R² = 0.5924 35% 30% Demandware / Salesforce: 9.1x ExactTarget / Salesforce: 6.5x 25% Concur / SAP: 9.9x NetSuite / Oracle: 8.4x RightNow / Oracle: 6.1x 20% Responsys / Oracle: 6.3x AVG Technologies / Avast: 3.0x Apptio / Vista: 7.0x Cvent / Vista: 6.5x Yoda Ultimate Software / H&F et al.: 8.0x Red Hat / IBM: 9.4x 15% Qlik / Thoma Bravo: 3.5x Ariba / SAP: 7.4x Quest Software / Dell: 2.5x Callidus / SAP: 8.3x 10% Solera / Vista: 4.6x Informatica / Permira: 4.3x BMC Software / Bain Capital: 3.0x 5% Riverbed / Thoma Bravo: 3.2x Infoblox / Vista: 3.6x Ellie Mae / Thoma Bravo: 6.7x CA / Broadcom: 4.3x 0% TIBCO / Vista: 3.9x Advent Software / SS&C: 6.4x -5% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% NTM EBITDA Margin (%) Notes: 1. Based on street estimates for target companies at time of transaction 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 26 CONFIDENTIAL PRELIMINARY DRAFT

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Precedent Software Transactions – Valuation Benchmarking Selected Transactions 2013 to Present; >$1Bn Aggregate Value, <20% NTM Revenue Growth Summary Statistics AV / NTM Revenue Min 2.5x Bottom Quartile 3.6x 9.4x Median 6.1x Mean 5.5x Top Quartile 7.2x 8.3x Max 9.4x 8.0x 7.8x 7.4x 7.0x 6.7x 6.5x 6.4x 6.3x Median: 6.1x 6.1x 4.6x 4.3x 4.3x 3.9x 3.6x 3.5x 3.2x 3.0x 3.0x 2.5x Notes: 1. Based on public filings and Wall Street Research reports for target companies at time of transaction PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 27 CONFIDENTIAL PRELIMINARY DRAFT

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Yoda Selected Analyst Perspectives Yoda Analyst Financial Spread(1) $MM, except where noted Sorted by: % Prem. (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. N.A. N.A. N.A. ($0.12) $0.05 N.A. William Blair 06/05/19 Strong Buy N.A. N.A. $761 $898 N.A. N.A. N.A. N.A. ($0.17) ($0.04) N.A. used as Credit Suisse 06/05/19 Buy $20.00 90.7% $756 $868 N.A. $7 $60 N.A. ($0.14) $0.06 N.A. Bank of America 06/25/19 Underperform $12.00 14.4% $762 $850 $1,027 ($13) $41 $51 ($0.16) $0.02 $0.04 Valuation Methodologies Analyst Ratings Sell 11% P / FCF 11% SOTP 11% Buy 22% DCF 33% AV / Rev 45% Hold 67% Notes: 1. Market data and analyst price targets as of 7/3/2019 (Source: Capital IQ) PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 28 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. N.A. N.A. N.A. ($0.15) $0.09 N.A. 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. N.A. N.A. N.A. ($0.14) ($0.01) N.A. Wedbush 06/05/19 Hold $15.00 43.0% $757 $878 N.A. N.A. N.A. N.A. ($0.15) ($0.04) N.A. PRELIMINARY DRAFT

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Yoda WACC Analysis • Based on Morgan Stanley standard WACC methodology guidelines Weighted Average Cost of Capital Calculation(1)(2) WACC Calculation Yoda Beta Since IPO(3) 1.80 1.60 1.40 1.20 1.00 0.80 0.60 E D Capital (WACC) Apr-18 Aug-18 Dec-18 Apr-19 Predicted Beta Notes: 1. Market data as of 7/26/2019 2. Yoda capitalization from 10-Q filed 6/6/2019 3. Yoda Barra predicted beta as of 7/26/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 29 CONFIDENTIAL Assumption Notes Base Low High Market Risk Premium (MRP) Morgan Stanley Estimated Market Risk Premium 6.0% 6.0% 6.0% Risk Free Rate (Rf) Spot Rate 10-year U.S. Treasury as of 7/26/2019 2.1% 2.1% 2.1% Predicted Beta U.S. Predicted Beta per Barra 1.45 1.45 1.45 Sensitivity Adjustment +/-1.0% from base (1.0%) 1.0% Calculated using the Capital Asset Pricing Cost of Equity (KE) Model 10.8% 9.8% 11.8% Pre-tax Cost of Debt (KD) N.A. N.A. N.A. Debt / Total Capitalization 0.0% 0.0% 0.0% Weighted Average Cost of K * E/(D+E) + K * (1-t) * D/(D+E) 10.8% 9.8% 11.8% PRELIMINARY DRAFT

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Yoda Capitalization Summary Capitalization Summary $MM, except where noted Current Price Basic Shares Outstanding ('000's) 271,913 Outstanding ('000's) Weighted Avg. Exercise Price Stock-Based Awards Options Restricted Stock Units 41,035 14,906 $8.40 $0.00 Fully-Diluted Shares Outstanding ('000's) 293,072 Plus: Debt Plus: Minority Interest Less: Cash & Equivalents 0.0 0.7 (854.2) Notes: 1. Market data and public filings as of 7/26/2019 2. Yoda capitalization from 10-Q filed 6/6/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 30 CONFIDENTIAL Fully-Diluted Aggregate Value $2,050.8 Fully-Diluted Equity Value $2,904.3 Share Price $9.91 PRELIMINARY DRAFT

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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% 44.8% Wookiee Public Stockholders 19.4% 15.1% 40.1% Yoda Public Shareholders Notes: 1. Capitalization detail from latest public filings as of 7/29/2019 PROJECT FALCON COMPARABLES / VALUATION BENCHMARKING 31 CONFIDENTIAL Yoda Wookiee PRELIMINARY DRAFT

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International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. PROJECT FALCON 32 CONFIDENTIAL PRELIMINARY DRAFT

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Exhibit (c)(2)

Special Committee Project Falcon August 5, 2019 Materials CONFIDENTIAL PRELIMINARY DRAFT

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SECTION 1 Executive Summary 2 CONFIDENTIAL PRELIMINARY DRAFT

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Offer Summary Offer Comparison vs. Current $MM, except where noted Current Price $9.46 Wookiee Offer $13.75 Premium / (Discount) to: Metric Spot: (08/02/2019) 30-Day Trading Avg. Avg. Since 6/4/2019 90-Day Trading Avg. 52-Week High IPO Price $9.46 $10.31 $10.44 $15.82 $28.85 $15.00 0.0% (8.2%) (9.4%) (40.2%) (67.2%) (36.9%) 45.3% 33.4% 31.7% (13.1%) (52.3%) (8.3%) Equity Value Aggregate Value $2,756.8 $1,903.3 $4,163.3 $3,309.8 AV / Revenue FY20/CY19 FY21/CY20 $760.0 $895.7 2.5x 2.1x 4.4x 3.7x FY20/CY19 FY21/CY20 $753.0 $843.4 2.5x 2.3x 4.4x 3.9x FY20/CY19 FY21/CY20 $773.2 $908.5 2.5x 2.1x 4.3x 3.6x FY20/CY19 FY21/CY20 $773.2 $955.4 2.5x 2.0x 4.3x 3.5x Notes: 1. Market data as of 8/2/2019; average share prices based on trading days; high and low represent closing prices 2. 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 capitalization from 10-Q filed 6/6/2019 4. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and equivalents (aggregate value is synonymous with Total Enterprise Value) EXECUTIVE SUMMARY 3 CONFIDENTIAL High Mgmt Mgmt Base Mgmt Low Street PRELIMINARY DRAFT

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Yoda Historical Share Price Performance Since IPO Stock Price Trading Statistics As of 08/02/2019 Average Share Price ($) Median $30 Last 30 Days Since 6/4/2019 Last 90 Days $10.31 $10.44 $15.82 $10.38 $10.49 $18.68 Last 1 Year $18.54 $19.13 $25 $20 $15 13.75 $10 Yoda $9.46 (40%) $5 $0 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19Mar-19 Apr-19 May-19 Jun-19 Jul-19 Notes: 1. Market data as of 8/2/2019 EXECUTIVE SUMMARY 4 CONFIDENTIAL Wookiee Offer: $ 6/4/2019 Q1 FY20: Reported weak billings performance, lower than expected RPO growth, and low customer adds; management cited deal slippage, lengthening sales cycle, and execution as primary reasons for disappointing quarter. 6/12/2018 Q1 FY19: Significant billings and subscription revenue beat highlight first public quarter; revenue of $155.7MM beat analyst estimates by $15.3MM, EPS of -$0.10 beat by $0.03 9/12/2018 Q2 FY19: Reported billings shortfall, demonstrating quarter-to-quarter volatility; revenue of $164.4MM beat analyst estimates by $6.2MM, EPS of -$0.06 beat by $0.03 PRELIMINARY DRAFT

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Yoda Indexed Stock Price Share Price Indexed to Yoda IPO Date (4/20/2018) (%) 190% 170% 150% 130% Nasdaq +12% 110% 90% Infrastructure Software Comparables (9%) 70% Yoda (40%) 50% 30% Apr-18 May-18 Jun-18Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Yoda Nasdaq Infrastucture Software Comparables Notes: 1. Market data as of 8/2/2019 EXECUTIVE SUMMARY 5 CONFIDENTIAL PRELIMINARY DRAFT

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Yoda Revenue Multiple Over AV / NTM Revenue since 4/20/2018 IPO Time AV / Revenue Multiple Statistics 14.0x 13.0x 12.0x 11.0x 10.0x 9.0x Over 8.0x Rev: 7.0x 6.0x 5.0x 0x 4.0x 3.0x Yoda: 2.4x 2.0x Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Notes: 1. Market data as of 8/2/2019 (Source: Thomson Estimates) 2. Range defined as 6/6/2018 to 9/14/2018 EXECUTIVE SUMMARY 6 CONFIDENTIAL Overheated Growth Expectations Avg. AV / Rev: 10.2x(2) As of 08/02/2019 Average Median Last 30 Days 2.8x 2.8x Since 6/4/2019 2.9x 2.9x Last 90 Days 2.4x 6.2x 52-Week 6.5x 6.6x Concerns Growth a Executio Avg. AV / 3.1x Offer: nd n 4. 6/4/2019 Q1 FY20: Reported weak billings performance, lower than expected RPO growth, and low customer adds; management cited deal slippage, lengthening sales cycle, and execution as primary reasons for disappointing quarter. PRELIMINARY DRAFT

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SECTION 2 Case Comparison 7 CONFIDENTIAL PRELIMINARY DRAFT

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Current Consensus vs. Pre-Q1 Consensus Comparison $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% (28.9%) (25.9%) (9.0%) (3.3%) (8.4%) (10.6%) % Margin 69.0% 72.4% 76.1% 70.4% 73.5% 76.6% 2.0% 1.6% 0.7% N.M. (26.7%) (22.4%) % Margin (2.6%) 4.3% 10.0% (4.0%) 3.5% 8.8% N.M. (18.7%) (12.6%) N.M. (67.4%) (25.6%) % Margin (4.7%) 2.6% 7.4% (5.9%) 1.0% 6.2% N.M. (63.9%) (16.3%) N.M. (58.3%) (20.6%) % Margin (4.7%) 2.7% 8.5% (5.4%) 1.3% 7.6% N.M. (53.8%) (10.6%) Notes: 1. Consensus estimates as of 4/10/2019 and 8/2/2019 CASE COMPARISON 8 CONFIDENTIAL Net Income ($38) $27 $101 ($41) $11 $81 EBIT ($37) $26 $89 ($45) $8 $66 EBITDA ($21) $42 $119 ($30) $31 $93 Gross Profit $554 $713 $908 $535 $653 $811 Revenue $803 $986 $1,193 $761 $889 $1,060 Current As of 4/10/2019 PRELIMINARY DRAFT

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Overview of Current Management Cases ACV Sensitivity Assumptions $MM $254 $220 $192 $185 $175 $177 $167 $167 $161 $167 $149 $137 $125 FY18 FY19 FY20 FY21 FY22 Actuals Low Base High Notes: 1. Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics CASE COMPARISON 9 CONFIDENTIAL Sensitivities to Outlook •Following Q1 FY2020 performance, Yoda sensitized the 3-year outlook based on revised forecast for Q2 FY2020 and FY2020E PRELIMINARY DRAFT

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Street vs. Management Case Comparison Revenue EBIT 1,200 120 100 80 60 40 20 0 (20) (40) (60) 103 1,171 1,100 1,063 77 955 1,000 56 1,019 909 936 18 900 35 896 843 773 800 773 753 16 -4 -11 658 -39 700 760 -39 -45 600 -57 FY20/CY19 FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY21/CY20 FY22/CY21 Street Mgt. Base Mgt. Low Mgt. High Street Mgt. Base Mgt. Low Mgt. High Revenue Growth (%) EBIT Margin (%) 30% 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% 29.1% 8.8% 7.6% 23.6% 25% 5.3% 3.7% 22.5% 1.9% 20% 17.9% 17.6% 1.7% (0.5%) 17.6% 15.6% 17.0% 17.5% (1.3%) 15% (5.1%) 14.5% (5.1%) (6.0%) 13.7% 12.0% 11.0% (7.6%) FY20/CY19 10% FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY21/CY20 FY22/CY21 Street Mgt. Base Mgt. Low Mgt. High Street Mgt. Base Mgt. Low Mgt. High Notes: 1. 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 10 CONFIDENTIAL PRELIMINARY DRAFT

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Current Management vs. LRP Comparison $MM unless otherwise noted Delta (%) CY19/FY20 CY20/FY21 CY21/FY22CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (10%) (46%) (10%) (0%) N.M. N.M. (20%) (56%) (29%) (56%) % Growth 27% 27% 25% 15% 12% 11% % Margin 70% 75% 78% 70% (114%) (119%) (84%) (77%) % Margin (3%) 7% 16% (8%) (1%) 4% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (8%) (37%) (8%) (1%) N.M. N.M. (18%) (47%) (28%) (48%) % Growth 28% 33% 33% 18% 17% 17% % Margin 71% 75% 79% 70% (104%) (105%) (80%) (71%) % Margin (2%) 9% 18% (5%) (0%) 5% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (9%) (39%) (7%) 2% N.M. N.M. (17%) (35%) (26%) (41%) % Growth 29% 36% 38% 18% 24% 23% % Margin 71% 76% 80% 72% (85%) (83%) (70%) (58%) % Margin (1%) 11% 21% (5%) 2% 9% Notes: 1. Management-provided cases as of 7/25/2019; Gross Margin FY21 and FY22 estimates not provided by management CASE COMPARISON 11 CONFIDENTIAL EBIT($9)$122$340($39)$18$103 Gross Profit$599$869$1,255$560 Revenue$846$1,154$1,590$773$955$1,171 Current High Case As of 4/10/2019 EBIT($14)$99$273($39)($4)$56 Gross Profit$592$830$1,154$545 Revenue$840$1,114$1,478$773$909$1,063 Current Base Case As of 4/10/2019 EBIT($22)$79$217($57)($11)$35 Gross Profit$586$790$1,015$527 Revenue$833$1,058$1,318$753$843$936 Current Low Case As of 4/10/2019 PRELIMINARY DRAFT

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Operating Case Comparison – Street vs. Management Financial Projections – Street vs. Management Cases $MM, except where noted FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 Notes: 1. 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 12 CONFIDENTIAL Revenue $760.0 $895.7 $1,018.7 $753.0 $843.4 $936.1 ($7.0) ($52.3) ($82.6) $773.2 $908.5 $1,062.9 $13.2 $12.8 $44.2 $773.2 $955.4 $1,170.6 $13.2 $59.7 $151.9 % Growth 15.6% 17.9% 13.7% 14.5% 12.0% 11.0% (107 bps) (585 bps) (274 bps) 17.6% 17.5% 17.0% 201 bps (35 bps) 326 bps 17.6% 23.6% 22.5% 201 bps 571 bps 879 bps Gross Profit $542.0 $672.9 $789.2 $527.0 $632.5 $730.2 ($15.0) ($40.4) ($59.0) $545.0 $681.4 $839.7 $3.0 $8.5 $50.5 $560.0 $726.1 $936.5 $18.0 $53.2 $147.3 % Margin 71.3% 75.1% 77.5% 70.0% 75.0% 78.0% (133 bps) (13 bps) 53 bps 70.5% 75.0% 79.0% (83 bps) (13 bps) 153 bps 72.4% 76.0% 80.0% 111 bps 87 bps 253 bps EBIT ($45.3) $15.5 $77.1 ($57.0) ($11.0) $35.0 ($11.7) ($26.5) ($42.1) ($39.1) ($4.4) $55.9 $6.2 ($19.9) ($21.2) ($39.1) $18.2 $102.7 $6.2 $2.7 $25.6 % Margin (6.0%) 1.7% 7.6% (7.6%) (1.3%) 3.7% (161 bps) (304 bps) (383 bps) (5.1%) (0.5%) 5.3% 90 bps (222 bps) (231 bps) (5.1%) 1.9% 8.8% 90 bps 17 bps 120 bps EBITDA ($29.6) $28.9 $90.2 ($41.5) $1.6 $47.0 ($11.9) ($27.3) ($43.2) ($23.1) $11.6 $75.9 $6.5 ($17.3) ($14.3) ($23.1) $34.2 $124.7 $6.5 $5.3 $34.5 % Margin (3.9%) 3.2% 8.9% (5.5%) 0.2% 5.0% (161 bps) (304 bps) (383 bps) (3.0%) 1.3% 7.1% 91 bps (195 bps) (171 bps) (3.0%) 3.6% 10.7% 91 bps 35 bps 180 bps Management High Case Spread vs. Street Management Base Case Spread vs. Street Management Low Case Spread vs. Street Street Case PRELIMINARY DRAFT

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Operating Case Comparison – Street Subscription vs. Professional Services Revenue vs. Management FY20 / CY19 FY20 / CY19 FY20 / CY19 FY20 / CY19 Prof. Serv. 28% Prof. Serv. 30% Prof. Serv. 30% Prof. Serv. 29% Subs. 71% Subs. 70% Subs. 70% Subs. 72% FY22 / CY21 FY22 / CY21 FY22 / CY21 FY22 / CY21 Prof. Serv. 21% Prof. Serv. 23% Prof. Serv. 25% Prof. Serv. 22% Subs. 75% Subs. 77% Subs. 78% Subs. 79% Notes: 1. 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. High Mgmt. Base Mgmt. Low Street PRELIMINARY DRAFT

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Operating Case Comparison 10 Year Projections – CY2019 to CY2028 – Revenue Revenue $MM 3,500 3,311 2,962 3,000 2,620 2,296 2,500 2,315 1,986 2,195 2,000 2,031 1,761 1,694 1,418 1,632 1,607 1,500 1,171 1,428 1,391 955 1,418 84 1,334 1,000 773 1,019 1,272 909 1,198 773 760 658 896 1,116 1,028 936 753 843 500 FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 Street Mgt. Low Mgt. Base Mgt. High Revenue Growth % 35% 29.1% 30% 23.6% 22.5% 25% 21.1% 19.5% 17.6% 17.6% 15.6% 20% 17.2% 15.6% 17.59% 17.0% 14.1% 16.4% 13.1% 15.5% 15% 11.8% 14.3% 13.7% 12.3% 14.5% 11.0% 10.6% 10% 9.6% 12.0% 11.0% 8.2% 8.1% 9.8% 8.6% 5.5% 4.0% 5% 6.8% 7.4% 5.4% 6.1% 4.9% 3.7% 0% 2.5% FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 Street Mgt. Low Mgt. Base Mgt. High Notes: 1. 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 CASE COMPARISON 14 CONFIDENTIAL 12.5% 1,694 1,837 1,505 1,237 1,270 1,3 1,063 1,144 PRELIMINARY DRAFT

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Operating Case Comparison 10 Year Projections – CY2019 to CY2028 – EBITDA EBITDA $MM 1,000 891 791 800 661 533 600 592 419 404 446 338 400 305 389 292 312 331 246 203 275 200 222 172 116 125 221 157 200 34 128 90 -23 79 76 29 2 12 47 0 - -30 23 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 -42 (200) Street Mgt. Low Mgt. Base Mgt. High EBITDA Margin % 30% 26.9% 25.36% 26.7% 23.2% 25.2% 25.5% 25% 21.1% 8% 20% 19.1% 18.3% 15% 10.7% 13.6% 11.23% 10% 3.6% 5% 7.7% 3.2% 1.3% 5.0% (3.0%) 0% FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 (3.90%) 0.2% -5% (5.5%) -10% Street Mgt. Low Mgt. Base Mgt. High Notes: 1. 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 CASE COMPARISON 15 CONFIDENTIAL 24.1% 23.0% 22.0% 18.0% 20.6% 23. 14.3% 21.1% 15.6% 15.9% 18.4% 15.8% 8.9% 13.1% 7.1% 10.4% 140 489 560 PRELIMINARY DRAFT

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SECTION 3 Valuation Analysis 16 CONFIDENTIAL PRELIMINARY DRAFT

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Yoda Valuation Summary $MM, except where noted (1) 1 Public Trading Multiples $14. $11.85 $5.92 $11.97 40 Discounted Equity Value (FY22/CY21 Revenue) 2 45 79 74 Discounted Cash Flow Analysis 3 53 Precedent Transaction Multiples 4 Precedent Transaction Premiums $15.46 Historical Trading Ranges (Low - High) Analyst Price Targets $5 $10 $15 $20 $25 $30 Notes: 1. Public trading multiple and precedent transaction multiple ranges based on Morgan Stanley judgement 2. Discounted equity value analysis discounts CY2021 values by 1.4 year, CY2022 values by 2.4 years, and CY2023 values by 3.4 years using CY2020 multiples at 10.6% Cost of Equity 3. 10-year DCF assumes valuation date of 8/19/2019 and WACC of 10.6%; uses mid-year convention 4. Precedent transaction valuations from Wall Street research and public filings; management NTM revenue assumes street’s seasonality split (47% of FY20/CY19 + 53% of FY21/CY20) 5. Median of 2nd and 3rd quartile independent company premiums; selected tech transactions in all verticals since 2013 6. Market data as of 8/2/2019; Analyst Price Targets per Capital IQ as of 7/3/2019 7. 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. Yoda capitalization from 10-Q filed 6/6/2019 VALUATION ANALYSIS 17 CONFIDENTIAL Reference Data Current Share Price: $9.46 Wookiee Offer: $13.75 per Class A share FY20/CY19 Street: 2.5x - 3.5x AV / Revenue ($760MM) Mgt. Low: 1.5x - 2.5x AV / Revenue ($753MM) Mgt. Base: 2.5x - 3.5x AV / Revenue ($773MM) Mgt. High: 3.5x - 4.5x AV / Revenue ($773MM) FY21/CY20 Street: 2.0x - 3.0x AV / Revenue ($896MM) Mgt. Low: 1.0x - 2.0x AV / Revenue ($843MM) Mgt. Base: 2.0x - 3.0x AV / Revenue ($909MM) Mgt. High: 3.0x - 4.0x AV / Revenue ($955MM) (2) Street: 2.5x - 3.5x AV / Revenue ($1019MM) Mgt. Low: 1.5x - 2.5x AV / Revenue ($936MM) Mgt. Base: 2.5x - 3.5x AV / Revenue ($1063MM) Mgt. High: 3.5x - 4.5x AV / Revenue ($1171MM) (3) Street: 2.5% - 3.5% PGR, 9.6% - 11.6% WACC Mgt. Low: 2.5% - 3.5% PGR, 9.6% - 11.6% WACC $5 Mgt. Base: 2.5% - 3.5% PGR, 9.6% - 11.6% WACC Mgt. High: 2.5% - 3.5% PGR, 9.6% - 11.6% WACC (1)(4) NTM Revenue Street: 3.5x - 4.5x NTM Revenue ($829MM) Mgt. Low: 2.5x - 3.3x NTM Revenue ($801MM) Mgt. Base: 3.5x - 4.5x NTM Revenue ($845MM) Mgt. High: 4.5x - 6.0x NTM Revenue ($870MM) $6.91 $6.97 $7. .83 $9.45 $11.77 $11.91 27 $15.31 $18. $17.34 $19.58 $9.40 $9.55 $9.12 $8 $9.20 $1 $11.91 .80 0. $9.8 $9. $12. 2 $13.56 $14.03 $15.18 $10. 94 $12.41 $7.68 $9.36 $9.76 $12.64 $12.51 $11 $15.04 $15.26 .60 $12.68 $15.6 0 (5) 30-Day Average Premium: 20% - 50% ($10.31) (6) Last 30 Trading Days (06/21/19 - 08/02/19) Last 90 Trading Days (03/27/19 - 08/02/19) Last 52 Weeks (08/02/18 - 08/02/19) (6) Present Value (Discounted 1 Year at 10.6% Cost of Equity) $9.46 $9.46 $9.46 $12 .37 $11. $21.94 $28.8 5 49 $13.11 $17.18 PRELIMINARY DRAFT

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Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted Premium to Street Case Mgmt. Low Case Mgmt. Base Case Mgmt. High Case Average AV / Revenue AV / Revenue AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Current 30-Day 90-Day FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 $3,262 $2,408 3.2x 2.7x 3.2x 2.9x 3.1x 2.7x 3.1x 2.5x $11.00 16.3% 6.7% (30.5%) (61.9%) 16.3% $12.00 26.8% 16.4% (24.2%) (58.4%) 26.8% $3,590 $2,736 3.6x 3.1x 3.6x 3.2x 3.5x 3.0x 3.5x 2.9x $13.00 37.4% 26.1% (17.8%) (54.9%) 37.4% $3,917 $3,064 4.0x 3.4x 4.1x 3.6x 4.0x 3.4x 4.0x 3.2x Wookiee Offer (8/4/2019) $14.00 48.0% 35.8% (11.5%) (51.5%) 48.0% $4,245 $3,392 4.5x 3.8x 4.5x 4.0x 4.4x 3.7x 4.4x 3.6x $15.00 58.6% 45.6% (5.2%) (48.0%) 58.6% $4,573 $3,720 4.9x 4.2x 4.9x 4.4x 4.8x 4.1x 4.8x 3.9x $16.00 69.1% 55.3% 1.1% (44.5%) 69.1% $4,901 $4,047 5.3x 4.5x 5.4x 4.8x 5.2x 4.5x 5.2x 4.2x $17.00 79.7% 65.0% 7.4% (41.1%) 79.7% $5,229 $4,375 5.8x 4.9x 5.8x 5.2x 5.7x 4.8x 5.7x 4.6x $5,557 $4,703 6.2x 5.3x 6.2x 5.6x 6.1x 5.2x 6.1x 4.9x $18.00 90.3% 74.7% 13.8% (37.6%) 90.3% $19.00 100.8% 84.4% 20.1% (34.1%) 100.8% $5,885 $5,031 6.6x 5.6x 6.7x 6.0x 6.5x 5.5x 6.5x 5.3x $20.00 111.4% 94.1% 26.4% (30.7%) 111.4% $6,212 $5,359 7.1x 6.0x 7.1x 6.4x 6.9x 5.9x 6.9x 5.6x Notes: 1. Market data as of 8/2/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from 10-Q filed 6/6/2019 3. 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 VALUATION ANALYSIS 18 CONFIDENTIAL $13.75 45.3% 33.4% (13.1%) (52.3%) 45.3% $4,163 $3,310 4.4x 3.7x 4.4x 3.9x 4.3x 3.6x 4.3x 3.5x $9.46 $10.31 $15.82 $28.85 $9.46 $760 $896 $753 $843 $773 $909 $773 $955 $9.46 0.0% (8.2%) (40.2%) (67.2%) 0.0% $2,757 $1,903 2.5x 2.1x 2.5x 2.3x 2.5x 2.1x 2.5x 2.0x PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Revenue Metrics 1 Revenue $MM unless otherwise noted CY2019E Median: $1,005MM CY2020E Median: $1,081MM CY2019E Median: $12,770MM CY2020E Median: $13,379MM 47,020 43,932 17,628 16,699 13,076 12,820 13,682 12,719 8,584 8,894 3,699 3,382 Revenue Growth % CY2019E Median: 13.3% CY2020E Median: 12.3% CY2019E Median: 6.1% CY2020E Median: 6.3% 26% 24% 21% 22% 21% 20% 17% 13% 13% 13% 13% 12% 12% 12% 8% 8% 7% 6% 4% 4% 4% 2% (9%) Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Market data as of 8/2/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 19 CONFIDENTIAL 18% 17%18%18% 16%15% 12% 10% 5% 5%5% 1% 9% 11,022 10,044 3,131 2,264 2,743 257 300249 301 2,993 773 909773 955760 896753 8431,260 1,324751 838690 779 PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Gross Profit Metrics 1 Gross Profit $MM unless otherwise noted 14,607 13,553 CY2019E Median: $5,309MM CY2020E Median: $5,721MM 7,1037,170 6,796 6,318 4,301 4,647 2,580 2,533 1,2191,342 Gross Margin % CY2019E Median: 79.2% CY2020E Median: 79.6% CY2019E Median: 34.9% CY2020E Median: 35.1% 88% 88% 87% 87% 84% 84% 82% 82% 78% 76% 77% 77% 71% 72% 68% 65% 55% 55% 39% 38% 31% 36% 36% 34% 34% 30% 28% 31% Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Market data as of 8/2/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 20 CONFIDENTIAL 76%75% 72%71%70% 75%75% 70% CY2019E Median: $801MM CY2020E Median: $862MM 9,691 8,809 2,600 2,721 1,032 1,080645563 190 233166 205 1,910 2,309 560 726545 681542 673527 633570492 PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Valuation Multiples 1 AV / Revenue (x) CY2019E Median: 4.2x CY2019E Median: 2.3x CY2020E Median: 3.8x CY2020E Median: 2.1x 10.1x 8.8x 8.7x 7.3x 7.0x 6.3x 4.2x 4.3x 4.1x 3.7x 3.5x 3.5x 3.3x 3.3x 3.0x 2.8x 2.8x 2.6x 2.5x 2.3x 2.0x 1.9x 1.6x 1.5x 0.7x 0.7x Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Market data as of 8/2/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 21 CONFIDENTIAL 2.5x 2.1x 2.0x 1.8x PRELIMINARY DRAFT

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Yoda Discounted Equity Valuation Over CY2021 - CY2023 Revenue Discounted at 10.6% Cost of Equity Time – AV / Revenue 2 | Valuation Date: 8/19/2019 Financial Snapshot $MM, except where noted Fwd. Revenue Mult. 4.5x 4.5x 4.5x 4.5x Future AV 4,584.2 4,212.6 4,783.1 5,267.7 Less: Net Debt (884.9) (884.9) (884.9) (884.9) Future EV 5,469.1 5,097.4 5,667.9 6,152.6 Future Share Price $19.27 $17.96 $19.98 $21.68 Discounted Equity Valuation - AV / Revenue $MM, except where noted Notes: 1. Assumed cost of equity of 10.6% 2. CY2021 values discounted 1.4 years, CY2022 values discounted 2.4 years, CY2023 values discounted 3.4 years 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 4. 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. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High 1.5x 2.5x 3.5x Discounted 4.5x at 10.6% Cost of Equity 5.5x 6.5x 7.5x $7.35 $6.97 $7.55 $8.04 $7.34 $6.87 $7.71 $8.45 $7.26 $6.66 $8.00 $9.14 $10.45 $9.82 $10.79 $11.61 $10.43 $9.64 $11.05 $12.27 $10.30 $9.33 $11.41 $13.19 $13.56 $12.68 $14.03 $15.18 $13.51 $12.41 $14.39 $16.10 $13.34 $12.00 $14.83 $17.25 $16.66 $15.53 $17.27 $18.74 $16.60 $15.19 $17.73 $19.92 $16.37 $14.67 $18.25 $21.30 $19.76 $18.38 $20.50 $22.31 $19.69 $17.96 $21.06 $23.74 $19.41 $17.34 $21.67 $25.36 $22.87 $21.23 $23.74 $25.87 $22.78 $20.73 $24.40 $27.57 $22.45 $20.01 $25.09 $29.41 $25.97 $24.08 $26.98 $29.44 $25.87 $23.50 $27.74 $31.39 $25.49 $22.68 $28.50 $33.47 Present Share Price $16.66 $15.53 $17.27 $18.74 FY22/CY21 Revenue FY23/CY22 Revenue FY24/CY23 Revenue Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Revenue $1,019 $936 $1,063 $1,171 $1,144 $1,028 $1,237 $1,418 $1,270 $1,116 $1,428 $1,694 % Growth 13.7% 11.0% 17.0% 22.5% 12.3% 9.8% 16.4% 21.1% 11.0% 8.6% 15.5% 19.5% Illustrative Calculation PRELIMINARY DRAFT

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Yoda Discounted Cash Flow Valuation Street Case | Valuation Date: 8/19/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/19/2019; uses mid-year convention 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management-approved Morgan Stanley extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from 10-Q filed 6/6/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 VALUATION ANALYSIS 23 CONFIDENTIAL Discount Rate 9.6% PGR 2.5% 3.0% 3.5% 10.6% 2.5% 3.0% 3.5% 11.6% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 416 416 416 390 390 390 365 365 365 Undiscounted Terminal Value 3,085 3,336 3,629 2,703 2,896 3,116 2,405 2,558 2,730 PV of Terminal Value 1,360 1,471 1,599 1,098 1,177 1,266 902 959 1,023 Aggregate Value $1,776 $1,887 $2,016 $1,488 $1,567 $1,656 $1,267 $1,324 $1,388 Less: Net Debt (Current) (854) (854) (854) (854) (854) (854) (854) (854) (854) Plus: Present Value of NOLs & Tax Credits 44 44 44 42 42 42 40 40 40 Equity Value $2,674 $2,784 $2,913 $2,383 $2,462 $2,551 $2,160 $2,217 $2,281 Implied Share Price $9.21 $9.54 $9.94 $8.31 $8.56 $8.83 $7.53 $7.73 $7.95 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 23% 22% 21% 26% 25% 24% 29% 28% 26% PV of Terminal Value 77% 78% 79% 74% 75% 76% 71% 72% 74% Revenue $760 $896 $1,019 $1,144 $1,270 $1,391 $1,505 $1,607 $1,694 $1,761 $1,761 % Growth 15.6% 17.9% 13.7% 12.3% 11.0% 9.6% 8.2% 6.8% 5.4% 4.0% EBITDA (30) 29 90 128 172 221 275 331 389 446 446 % Margin (3.9%) 3.2% 8.9% 11.2% 13.6% 15.9% 18.3% 20.6% 23.0% 25.3% 25.3% Less: Taxes 0 0 0 (5) (15) (27) (40) (55) (71) (87) (87) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (84) (88) (89) (97) (105) (111) (117) (120) (123) (123) (123) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 80 53 19 19 19 18 17 15 13 10 0 % in Revenue 78.4% 38.8% 15.2% 15.1% 15.1% 15.1% 15.1% 15.0% 15.0% 15.0% - Less: CapEx (11) (12) (14) (16) (17) (19) (20) (21) (22) (23) (23) % of Revenue 1.4% 1.4% 1.4% 1.4% 1.4% 1.3% 1.3% 1.3% 1.3% 1.3% 1.3% uFCF ($44) ($18) $6 $30 $54 $83 $115 $150 $186 $223 uFCF Margin (5.8%) (2.1%) 0.6% 2.6% 4.3% 6.0% 7.7% 9.3% 11.0% 12.7% $213 12.1% Street Forecast Management-Approved Extrapolations PRELIMINARY DRAFT

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Yoda Discounted Cash Flow Valuation (cont’d) Management Low Case | Valuation Date: 8/19/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/19/2019; uses mid-year convention 2. Yoda management estimates as of 7/25/2019; Yoda management-approved Morgan Stanley extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from 10-Q filed 6/6/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 VALUATION ANALYSIS 24 CONFIDENTIAL Discount Rate 9.6% PGR 2.5% 3.0% 3.5% 10.6% 2.5% 3.0% 3.5% 11.6% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 167 167 167 150 150 150 135 135 135 Undiscounted Terminal Value 2,192 2,371 2,578 1,921 2,057 2,214 1,709 1,817 1,939 PV of Terminal Value 966 1,045 1,136 780 836 899 641 681 727 Aggregate Value $1,133 $1,212 $1,303 $931 $986 $1,050 $776 $816 $862 Less: Net Debt (Current) (854) (854) (854) (854) (854) (854) (854) (854) (854) Plus: Present Value of NOLs & Tax Credits 47 47 47 44 44 44 42 42 42 Equity Value $2,034 $2,113 $2,204 $1,829 $1,884 $1,948 $1,671 $1,712 $1,757 Implied Share Price $7.09 $7.37 $7.68 $6.38 $6.57 $6.79 $5.83 $5.97 $6.13 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 15% 14% 13% 16% 15% 14% 17% 17% 16% PV of Terminal Value 85% 86% 87% 84% 85% 86% 83% 83% 84% Revenue $753 $843 $936 $1,028 $1,116 $1,198 $1,272 $1,334 $1,384 $1,418 $1,418 % Growth 14.5% 12.0% 11.0% 9.8% 8.6% 7.4% 6.1% 4.9% 3.7% 2.5% EBITDA (42) 2 47 79 116 157 200 246 292 338 338 % Margin (5.5%) 0.2% 5.0% 7.7% 10.4% 13.1% 15.8% 18.4% 21.1% 23.8% 23.8% Less: Taxes 0 0 0 0 (2) (12) (24) (36) (49) (61) (61) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (83) (83) (82) (87) (92) (96) (98) (100) (100) (99) (99) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 75 35 14 16 17 18 17 16 14 10 0 % in Revenue 78.4% 38.8% 15.2% 17.3% 19.4% 21.5% 23.6% 25.8% 27.9% 30.0% - Less: CapEx (11) (12) (13) (15) (17) (19) (21) (22) (24) (26) (26) % of Revenue 1.4% 1.4% 1.4% 1.4% 1.5% 1.6% 1.6% 1.7% 1.7% 1.8% 1.8% uFCF ($60) ($57) ($34) ($7) $22 $47 $75 $104 $133 $162 uFCF Margin (8.0%) (6.8%) (3.6%) (0.7%) 2.0% 4.0% 5.9% 7.8% 9.6% 11.4% $151 10.7% Mgt. Low Case Management-Provided Extrapolations PRELIMINARY DRAFT

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Yoda Discounted Cash Flow Valuation (cont’d) Management Base Case | Valuation Date: 8/19/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/19/2019; uses mid-year convention 2. Yoda management provided estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from 10-Q filed 6/6/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 VALUATION ANALYSIS 25 CONFIDENTIAL Discount Rate 9.6% PGR 2.5% 3.0% 3.5% 10.6% 2.5% 3.0% 3.5% 11.6% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 745 745 745 698 698 698 654 654 654 Undiscounted Terminal Value 4,000 4,326 4,705 3,505 3,754 4,039 3,118 3,316 3,539 PV of Terminal Value 1,763 1,907 2,074 1,424 1,525 1,641 1,169 1,243 1,326 Aggregate Value $2,508 $2,651 $2,818 $2,122 $2,223 $2,339 $1,823 $1,897 $1,981 Less: Net Debt (Current) (854) (854) (854) (854) (854) (854) (854) (854) (854) Plus: Present Value of NOLs & Tax Credits 51 51 51 48 48 48 46 46 46 Equity Value $3,412 $3,556 $3,723 $3,024 $3,125 $3,241 $2,723 $2,797 $2,881 Implied Share Price $11.46 $11.90 $12.41 $10.27 $10.58 $10.94 $9.36 $9.58 $9.84 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 30% 28% 26% 33% 31% 30% 36% 34% 33% PV of Terminal Value 70% 72% 74% 67% 69% 70% 64% 66% 67% Revenue $773 $909 $1,063 $1,237 $1,428 $1,632 $1,837 $2,031 $2,195 $2,315 $2,315 % Growth 17.6% 17.5% 17.0% 16.4% 15.5% 14.3% 12.5% 10.6% 8.1% 5.5% EBITDA (23) 12 76 140 222 312 404 489 560 592 592 % Margin (3.0%) 1.3% 7.1% 11.3% 15.6% 19.1% 22.0% 24.1% 25.5% 25.6% 25.6% Less: Taxes 0 0 0 (4) (23) (44) (66) (87) (104) (112) (112) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (85) (89) (93) (105) (118) (130) (142) (152) (159) (162) (162) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 50 43 47 52 57 61 64 65 65 63 0 % in Revenue 43.2% 31.8% 30.4% 29.9% 29.8% 29.9% 31.3% 33.5% 39.7% 52.3% - Less: CapEx (16) (16) (20) (22) (26) (30) (34) (37) (40) (42) (42) % of Revenue 2.1% 1.8% 1.9% 1.8% 1.8% 1.8% 1.9% 1.8% 1.8% 1.8% 1.8% uFCF ($74) ($50) $10 $61 $113 $169 $226 $278 $321 $339 uFCF Margin (9.6%) (5.5%) 0.9% 4.9% 7.9% 10.3% 12.3% 13.7% 14.6% 14.6% $276 11.9% Mgt. Base Case Management-Provided Extrapolations PRELIMINARY DRAFT

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Yoda Discounted Cash Flow Valuation (cont’d) Management High Case | Valuation Date: 8/19/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/19/2019; uses mid-year convention 2. Yoda management provided estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from 10-Q filed 6/6/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 VALUATION ANALYSIS 26 CONFIDENTIAL Discount Rate 9.6% PGR 2.5% 3.0% 3.5% 10.6% 2.5% 3.0% 3.5% 11.6% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 1,236 1,236 1,236 1,165 1,165 1,165 1,098 1,098 1,098 Undiscounted Terminal Value 6,179 6,681 7,266 5,413 5,799 6,239 4,817 5,122 5,466 PV of Terminal Value 2,723 2,945 3,203 2,199 2,356 2,535 1,805 1,920 2,049 Aggregate Value $3,960 $4,181 $4,439 $3,364 $3,521 $3,699 $2,903 $3,018 $3,147 Less: Net Debt (Current) (854) (854) (854) (854) (854) (854) (854) (854) (854) Plus: Present Value of NOLs & Tax Credits 47 47 47 45 45 45 44 44 44 Equity Value $4,860 $5,082 $5,340 $4,263 $4,419 $4,598 $3,800 $3,915 $4,044 Implied Share Price $15.88 $16.55 $17.34 $14.05 $14.53 $15.08 $12.64 $12.99 $13.39 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 31% 30% 28% 35% 33% 31% 38% 36% 35% PV of Terminal Value 69% 70% 72% 65% 67% 69% 62% 64% 65% Revenue $773 $955 $1,171 $1,418 $1,694 $1,986 $2,296 $2,620 $2,962 $3,311 $3,311 % Growth 17.6% 23.6% 22.5% 21.1% 19.5% 17.2% 15.6% 14.1% 13.1% 11.8% EBITDA (23) 34 125 203 305 419 533 661 791 891 891 % Margin (3.0%) 3.6% 10.7% 14.3% 18.0% 21.1% 23.2% 25.2% 26.7% 26.9% 26.9% Less: Taxes 0 0 (0) (17) (39) (65) (91) (120) (151) (173) (173) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (85) (93) (102) (120) (140) (159) (178) (196) (215) (232) (232) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 67 52 61 70 80 88 96 104 110 114 0 % in Revenue 57.9% 28.5% 28.3% 28.3% 28.9% 30.2% 31.0% 32.1% 32.1% 32.7% - Less: CapEx (16) (16) (22) (25) (31) (36) (42) (48) (54) (60) (60) % of Revenue 2.1% 1.7% 1.9% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% uFCF ($57) ($23) $61 $111 $176 $247 $319 $400 $481 $540 uFCF Margin (7.4%) (2.4%) 5.2% 7.8% 10.4% 12.4% 13.9% 15.3% 16.2% 16.3% $426 12.9% Mgt. High Case Management-Provided Extrapolations PRELIMINARY DRAFT

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Precedent Software Transactions – Operational Benchmarking Selected Transactions 2013 to Present; >$1Bn Aggregate Value 4 NTM Revenue Growth + NTM EBITDA Margin (%) 46% 45% 41% 39% 39% 38% 38% 37% 31% 31% 31% 30% 29% 29% 28% 28% 27% 20% 0% (2%) (8%) NTM EBITDA Margin % Notes: 1. Based on street estimates for target companies at time of transaction 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics NTM Revenue Growth % VALUATION ANALYSIS 27 CONFIDENTIAL 40% 39% 42% 36% 40% 27% 37% 35% 30% 24% 16% 24% 35% 9% 32% 18% 24% 28% 39% 26% 22% 14%14%13%14% 9% 3%4%3% 28% 12% 8% 16% 12% 2% 25% 25% 11% 21%21% 21% 6% 21% 16% 14% 18% 16% 16% 15% 14% 13% 7% 6% 6% 6% 3% 3% PRELIMINARY DRAFT

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Precedent Software Transactions – Operational Selected Transactions 2013 to Present; >$1Bn Aggregate Value Target NTM Revenue Growth (%) 40% MuleSoft / Salesforce: 15.7x Benchmarking 4 R² = 0.6113 35% 30% Demandware / Salesforce: 9.1x ExactTarget / Salesforce: 6.5x 25% Concur / SAP: 9.9x NetSuite / Oracle: 8.4x RightNow / Oracle: 6.1x 20% Responsys / Oracle: 6.3x AVG Technologies / Avast: 3.0x Yoda Cvent / Vista: 6.5x ate Software / H&F et al.: 8.0x Red Hat / IBM: 9.4x Apptio / Vista: 7.0x Qlik / Thoma Bravo: 3.5x 15% Ariba / SAP: 7.4x Quest Software / Dell: 2.5x Informatica / Permira: 4.3x Callidus / SAP: 8.3x 10% Solera / Vista: 4.6x 5% BMC Software / Bain Capital: 3.0x Riverbed / Thoma Bravo: 3.2x 0% TIBCO / Vista: 3.9x Advent Software / SS&C: 6.4x -5% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% Target NTM EBITDA Margin (%) > 25% NTM Rev. Growth + EBITDA Margin < 25% NTM Rev. Growth + EBITDA Margin Notes: 1. Based on street estimates for target companies at time of transaction 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 28 CONFIDENTIAL Infoblox / Vista: 3.6x Ellie Mae / Thoma Bravo: 6.7x CA / Broadcom: 4.3x Ultim PRELIMINARY DRAFT

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Precedent Software Transactions – Valuation Benchmarking 4 Selected Transactions 2013 to Present; >$1Bn Aggregate Value, <20% NTM Revenue Growth AV / NTM Revenue (x) Summary Statistics Max 9.4x 9.4x Top Quartile 7.2x Median 6.1x Bottom Quartile 3.6x Min 2.5x 8.3x 8.0x 7.8x 7.4x 7.0x 6.7x 6.5x 6.4x 6.3x 6.1x 4.6x 4.3x 4.3x 3.9x 3.6x 3.5x 3.2x 3.0x 3.0x 2.5x > 25% NTM Rev. Growth + EBITDA Margin < 25% NTM Rev. Growth + EBITDA Margin Notes: 1. Based on public filings and Wall Street Research reports for target companies at time of transaction 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 29 CONFIDENTIAL Wookiee Offer $13.75 Implied 4.0x NTM Rev. Mult.(2) PRELIMINARY DRAFT

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Precedent Premiums Paid Premium to 30-Day Average Price(1)(2) Grid R 56% 1st Quartile Median 2nd Quartile Median Overall Median 3rd Quartile Median 4th Quartile Median Notes: 1. 30-day average prices represent trading days 2. Includes selected tech transactions in all verticals since 2013 VALUATION ANALYSIS 30 CONFIDENTIAL 44% 38% 30% 18% Wookiee Offer $13.75 Implied 45% Premium PRELIMINARY DRAFT

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Yoda Selected Analyst Perspectives R Yoda Analyst Financial Spread(1) $MM, except where noted Sorted by: % Prem. (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. N.A. N.A. N.A. ($0.12) $0.05 N.A. William Blair 06/05/19 Strong Buy N.A. N.A. $761 $898 N.A. N.A. N.A. N.A. ($0.17) ($0.04) N.A. used as Credit Suisse 06/05/19 Buy $20.00 90.7% $756 $868 N.A. $7 $60 N.A. ($0.14) $0.06 N.A. Bank of America 06/25/19 Underperform $12.00 14.4% $762 $850 $1,027 ($13) $41 $51 ($0.16) $0.02 $0.04 Valuation Methodologies Analyst Ratings Sell 11% P / FCF 11% SOTP 11% Buy 22% DCF 33% AV / Rev 45% Hold 67% Notes: 1. Market data and analyst price targets as of 8/2/2019 (Source: 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. N.A. N.A. N.A. ($0.15) $0.09 N.A. 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. N.A. N.A. N.A. ($0.14) ($0.01) N.A. Wedbush 06/05/19 Hold $15.00 43.0% $757 $878 N.A. N.A. N.A. N.A. ($0.15) ($0.04) N.A. PRELIMINARY DRAFT

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APPENDIX A Supplemental Materials 32 CONFIDENTIAL PRELIMINARY DRAFT

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Yoda WACC Analysis • Based on Morgan Stanley standard WACC methodology guidelines Weighted Average Cost of Capital Calculation(1)(2) WACC Calculation Yoda Beta Since IPO(3) 1.80 1.60 1.40 1.20 1.00 0.80 0.60 E D Capital (WACC) Apr-18 Aug-18 Dec-18 Apr-19 Predicted Beta Notes: 1. Market data as of 8/2/2019 2. Yoda capitalization from 10-Q filed 6/6/2019 3. Yoda Barra predicted beta as of 8/2/2019 SUPPLEMENTAL MATERIALS 33 CONFIDENTIAL Assumption Notes Base Low High Market Risk Premium (MRP) Morgan Stanley Estimated Market Risk Premium 6.0% 6.0% 6.0% Risk Free Rate (Rf) Spot Rate 10-year U.S. Treasury as of 8/2/2019 1.9% 1.9% 1.9% Predicted Beta U.S. Predicted Beta per Barra 1.45 1.45 1.45 Sensitivity Adjustment +/-1.0% from base (1.0%) 1.0% Calculated using the Capital Asset Pricing Cost of Equity (KE) Model 10.6% 9.6% 11.6% Pre-tax Cost of Debt (KD) N.A. N.A. N.A. Debt / Total Capitalization 0.0% 0.0% 0.0% Weighted Average Cost of K * E/(D+E) + K * (1-t) * D/(D+E) 10.6% 9.6% 11.6% PRELIMINARY DRAFT

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Yoda Capitalization Summary Capitalization Summary $MM, except where noted Current Price Wookiee Offer Basic Shares Outstanding ('000's) 271,913 271,913 Outstanding ('000's) Weighted Avg. Exercise Price Weighted Avg. Exercise Price Stock-Based Awards Options Restricted Stock Units 41,035 14,906 $8.40 $0.00 $8.40 $0.00 Fully-Diluted Shares Outstanding ('000's) 291,417 302,785 Plus: Debt Plus: Minority Interest Less: Cash & Equivalents 0.0 0.7 (854.2) 0.0 0.7 (854.2) Notes: 1. Market data and public filings as of 8/2/2019 2. 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

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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. Capitalization detail from company-provided cap table and latest public filings as of 8/2/2019 SUPPLEMENTAL MATERIALS 35 CONFIDENTIAL Yoda Wookiee PRELIMINARY DRAFT

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Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. 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. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. 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. 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. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. 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. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. 36 CONFIDENTIAL PRELIMINARY DRAFT

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Exhibit (c)(3)

Counter Offer Considerations Project Falcon August 5, 2019 CONFIDENTIAL PRELIMINARY DRAFT

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Potential Advocacy Points Helpful Not Helpful Historical AV / Revenue multiple trading range 1 . Premium Already a good premium 1 Have traded above 6x more than 79% of the time, and can approach this level if we execute Have traded more at double digit multiples than at our current multiple Implied price at average of 6.0x NTM Revenue: $18.83 and 6.0x CY2020 Revenue: $20.05 2 . Equity comparables Too nuanced and convoluted No embedded change of control premium  3 . Shareholder basis 12 . M&A comparables Implied price at transaction median of 6.0x NTM Revenue: $18.83 and 6.0x CY2020 Revenue: $20.05 4 . IPO Share Price Can always fall back to this later 5 . Analyst price targets 13 . RSUs: Weighted-average grant value of $17.36 Important for employee morale, and needs to exceed grant values PROJECT FALCON 2 CONFIDENTIAL PRELIMINARY DRAFT

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Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted Premium to Street Case Mgmt. Base Case Average AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Current 30-Day NTM FY21/CY20 NTM FY21/CY20 $11.00 16.3% 6.7% (61.9%) 16.3% $3,262 $2,408 2.9x 2.7x 2.8x 2.7x $12.00 26.8% 16.4% (58.4%) 26.8% $3,590 $2,736 3.3x 3.1x 3.2x 3.0x $13.00 37.4% 26.1% (54.9%) 37.4% $3,917 $3,064 3.7x 3.4x 3.6x 3.4x Wookiee Offer (8/4/2019) $14.00 48.0% 35.8% (51.5%) 48.0% $4,245 $3,392 4.1x 3.8x 4.0x 3.7x $15.00 58.6% 45.6% (48.0%) 58.6% $4,573 $3,720 4.5x 4.2x 4.4x 4.1x $16.00 69.1% 55.3% (44.5%) 69.1% $4,901 $4,047 4.9x 4.5x 4.8x 4.5x $17.00 79.7% 65.0% (41.1%) 79.7% $5,229 $4,375 5.3x 4.9x 5.2x 4.8x $18.00 90.3% 74.7% (37.6%) 90.3% $5,557 $4,703 5.7x 5.3x 5.6x 5.2x $19.00 100.8% 84.4% (34.1%) 100.8% $5,885 $5,031 6.1x 5.6x 6.0x 5.5x $20.00 111.4% 94.1% (30.7%) 111.4% $6,212 $5,359 6.5x 6.0x 6.3x 5.9x $21.00 122.0% 103.8% (27.2%) 122.0% $6,540 $5,687 6.9x 6.3x 6.7x 6.3x Notes: 1. Market data as of 8/2/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from 10-Q filed 6/6/2019 3. 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 PROJECT FALCON 3 CONFIDENTIAL $13.75 45.3% 33.4% (52.3%) 45.3% $4,163 $3,310 4.0x 3.7x 3.9x 3.6x $9.46 $10.31 $28.85 $9.46 $829 $896 $845 $909 $9.46 0.0% (8.2%) (67.2%) 0.0% $2,757 $1,903 2.3x 2.1x 2.3x 2.1x PRELIMINARY DRAFT

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Frequency of AV Last 12 Months / NTM Revenue Multiple Ranges 1 NTM Revenue of $845MM based on management base case Percentage of Occurrences Traded over 79% of the time greater than 6.0x 21% 19% 12% Notes: 1. Market data as of 8/2/2019 2. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and equivalents (aggregate value is synonymous with Total Enterprise Value) PROJECT FALCON 4 CONFIDENTIAL 14% 10% 8% 6% 4% 2% 1% 0%0%0%0% 4% 1% PRELIMINARY DRAFT

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Precedent Software Transactions – Valuation Benchmarking Selected Transactions 2013 to Present; >$1Bn Aggregate Value, <20% NTM Revenue Growth 2 AV / NTM Revenue (x) Summary Statistics NTM Revenue of $845MM based on management base case Max 9.4x 9.4x Top Quartile 7.2x Median 6.1x Bottom Quartile 3.6x 8.3x 8.0x Min 2.5x 7.8x 7.4x 7.0x 6.7x 6.5x 6.4x 6.3x 6.1x 4.6x 4.3x 4.3x 3.9x 3.6x 3.5x 3.2x 3.0x 3.0x 2.5x Notes: 1. Based on public filings and Wall Street Research reports for target companies at time of transaction PROJECT FALCON 5 CONFIDENTIAL Wookiee Offer $13.75 Implied 4.0x NTM Rev. Mult.(2) PRELIMINARY DRAFT

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RSU Weighted-Average As of May 3, 2019 (Per 10-Q Filing) Grant Fair Value 3 PROJECT FALCON 6 CONFIDENTIAL $17.36 weighted average grant fair value of employee’s RSUs – an offer below that would be negative to employee motivation and retention PRELIMINARY DRAFT

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Exhibit (c)(4)

Special Committee Project Falcon August 8, 2019 Materials CONFIDENTIAL PRELIMINARY DRAFT

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Offer Summary Offer Comparison vs. Current $MM, except where noted Current Price $8.86 Wookiee Offer $14.25 Premium / (Discount) to: Metric Spot: (08/08/2019) 30-Day Trading Avg. Avg. Since 6/4/2019 90-Day Trading Avg. 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. Market data as of 8/8/2019; average share prices based on trading days; high and low represent closing prices 2. 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 capitalization from management as of 8/2/2019 4. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and equivalents (aggregate value is synonymous with Total Enterprise Value) 2 CONFIDENTIAL High Mgmt Mgmt Base Mgmt Low Street PRELIMINARY DRAFT

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Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted Premium to Street Case Mgmt. Low Case Mgmt. Base Case Mgmt. High Case Average AV / Revenue AV / Revenue AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Current 30-Day 90-Day FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 Wookiee Offer (8/4/2019) $14.00 58.0% 39.8% (8.5%) (51.5%) 62.2% $4,273 $3,465 4.6x 3.9x 4.6x 4.1x 4.5x 3.8x 4.5x 3.6x Wookiee Offer (8/6/2019) $14.50 63.7% 44.8% (5.2%) (49.7%) 68.0% $4,437 $3,629 4.8x 4.1x 4.8x 4.3x 4.7x 4.0x 4.7x 3.8x $14.75 66.5% 47.3% (3.6%) (48.9%) 70.9% $4,520 $3,712 4.9x 4.1x 4.9x 4.4x 4.8x 4.1x 4.8x 3.9x $15.00 69.3% 49.8% (1.9%) (48.0%) 73.8% $4,602 $3,794 5.0x 4.2x 5.0x 4.5x 4.9x 4.2x 4.9x 4.0x $15.25 72.1% 52.3% (0.3%) (47.1%) 76.7% $4,684 $3,876 5.1x 4.3x 5.1x 4.6x 5.0x 4.3x 5.0x 4.1x $15.50 74.9% 54.8% 1.3% (46.3%) 79.6% $4,766 $3,958 5.2x 4.4x 5.3x 4.7x 5.1x 4.4x 5.1x 4.1x $15.75 77.8% 57.3% 3.0% (45.4%) 82.5% $4,848 $4,040 5.3x 4.5x 5.4x 4.8x 5.2x 4.4x 5.2x 4.2x $4,931 $4,123 5.4x 4.6x 5.5x 4.9x 5.3x 4.5x 5.3x 4.3x $16.00 80.6% 59.8% 4.6% (44.5%) 85.4% $16.25 83.4% 62.3% 6.3% (43.7%) 88.3% $5,013 $4,205 5.5x 4.7x 5.6x 5.0x 5.4x 4.6x 5.4x 4.4x $16.50 86.2% 64.8% 7.9% (42.8%) 91.2% $5,095 $4,287 5.6x 4.8x 5.7x 5.1x 5.5x 4.7x 5.5x 4.5x Notes: 1. Market data as of 8/8/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from management as of 8/2/2019 3. 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 CONFIDENTIAL $14.25 60.8% 42.3% (6.8%) (50.6%) 65.1% $4,355 $3,547 4.7x 4.0x 4.7x 4.2x 4.6x 3.9x 4.6x 3.7x $8.86 $10.01 $15.29 $28.85 $8.63 $760 $896 $753 $843 $773 $909 $773 $955 $8.86 0.0% (11.5%) (42.1%) (69.3%) 2.7% $2,583 $1,775 2.3x 2.0x 2.4x 2.1x 2.3x 2.0x 2.3x 1.9x $13.75 55.2% 37.3% (10.1%) (52.3%) 59.3% $4,191 $3,383 4.5x 3.8x 4.5x 4.0x 4.4x 3.7x 4.4x 3.5x PRELIMINARY DRAFT

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Stock Price Performance Since Initial Offer(1) Stock Price Name 8/2/2019 8/8/2019 % Change Yoda $9.46 $8.86 (6.3%) Wookiee $162.68 $158.67 (2.5%) Skywalker $52.41 $51.33 (2.1%) Splunk $126.47 $126.88 0.3% Citrix $93.54 $92.42 (1.2%) LogMeIn $73.62 $72.46 (1.6%) Box $15.54 $14.51 (6.6%) Appian $38.71 $43.24 11.7% Cloudera $6.60 $7.01 6.2% Talend $32.25 $38.08 18.1% Accenture $193.01 $194.18 0.6% Infosys $11.13 $11.19 0.5% Cognizant $63.49 $63.96 0.7% Wipro $3.78 $3.77 (0.3%) Atos $78.02 $78.30 0.4% Genpact $39.26 $41.91 6.7% Notes: 1. Market data as of 8/8/2019 4 CONFIDENTIAL Median 0.6% Services Comps Median 0.3% Infrastructure Software Comps Parties Involved PRELIMINARY DRAFT

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Exhibit (c)(5)

Special Committee Project Falcon August 14, 2019 Materials CONFIDENTIAL PRELIMINARY DRAFT

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Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted Premium to Street Case Mgmt. Low Case Mgmt. Base Case Mgmt. High Case Average AV / Revenue AV / Revenue AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Current 30-Day 90-Day FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 Wookiee Offer (8/4/2019) $14.00 65.5% 42.8% (5.9%) (51.5%) 67.7% $4,273 $3,465 4.6x 3.9x 4.6x 4.1x 4.5x 3.8x 4.5x 3.6x Wookiee Offer (8/6/2019) $14.50 71.4% 47.9% (2.6%) (49.7%) 73.7% $4,437 $3,629 4.8x 4.1x 4.8x 4.3x 4.7x 4.0x 4.7x 3.8x $14.75 74.3% 50.5% (0.9%) (48.9%) 76.6% $4,520 $3,712 4.9x 4.1x 4.9x 4.4x 4.8x 4.1x 4.8x 3.9x Wookiee Offer (8/14/2019) $15.25 80.3% 55.6% 2.5% (47.1%) 82.6% $4,684 $3,876 5.1x 4.3x 5.1x 4.6x 5.0x 4.3x 5.0x 4.1x $15.50 83.2% 58.1% 4.1% (46.3%) 85.6% $4,766 $3,958 5.2x 4.4x 5.3x 4.7x 5.1x 4.4x 5.1x 4.1x $15.75 86.2% 60.7% 5.8% (45.4%) 88.6% $4,848 $4,040 5.3x 4.5x 5.4x 4.8x 5.2x 4.4x 5.2x 4.2x $4,931 $4,123 5.4x 4.6x 5.5x 4.9x 5.3x 4.5x 5.3x 4.3x $16.00 89.1% 63.2% 7.5% (44.5%) 91.6% $16.25 92.1% 65.8% 9.2% (43.7%) 94.6% $5,013 $4,205 5.5x 4.7x 5.6x 5.0x 5.4x 4.6x 5.4x 4.4x $16.50 95.0% 68.4% 10.8% (42.8%) 97.6% $5,095 $4,287 5.6x 4.8x 5.7x 5.1x 5.5x 4.7x 5.5x 4.5x Notes: 1. Market data as of 8/13/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from management as of 8/2/2019 3. 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 CONFIDENTIAL $15.00 77.3% 53.0% 0.8% (48.0%) 79.6% $4,602 $3,794 5.0x 4.2x 5.0x 4.5x 4.9x 4.2x 4.9x 4.0x $14.25 68.4% 45.4% (4.3%) (50.6%) 70.7% $4,355 $3,547 4.7x 4.0x 4.7x 4.2x 4.6x 3.9x 4.6x 3.7x $8.46 $9.80 $14.89 $28.85 $8.35 $760 $896 $753 $843 $773 $909 $773 $955 $8.46 0.0% (13.7%) (43.2%) (70.7%) 1.3% $2,452 $1,644 2.2x 1.8x 2.2x 1.9x 2.1x 1.8x 2.1x 1.7x $13.75 62.5% 40.3% (7.6%) (52.3%) 64.7% $4,191 $3,383 4.5x 3.8x 4.5x 4.0x 4.4x 3.7x 4.4x 3.5x PRELIMINARY DRAFT

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Stock Price Performance Since Initial Offer(1) Stock Price Name 8/2/2019 8/13/2019 % Change Yoda $9.46 $8.46 (10.6%) Wookiee $162.68 $158.00 (2.9%) Skywalker $52.41 $49.52 (5.5%) Splunk $126.47 $131.72 4.2% Citrix $93.54 $92.30 (1.3%) LogMeIn $73.62 $71.97 (2.2%) Box $15.54 $13.58 (12.6%) Appian $38.71 $55.01 42.1% Cloudera $6.60 $6.76 2.4% Talend $32.25 $39.52 22.5% Accenture $193.01 $192.88 (0.1%) Infosys $11.13 $10.78 (3.1%) Cognizant $63.49 $61.74 (2.8%) Wipro $3.78 $3.64 (3.7%) Atos $78.02 $76.53 (1.9%) Genpact $39.26 $41.00 4.4% Notes: 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

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Exhibit (c)(6)

Valuation Materials Project Falcon August 20, 2019 CONFIDENTIAL PRELIMINARY DRAFT

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SECTION 1 Overview CONFIDENTIAL 2 PRELIMINARY DRAFT

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Offer Summary Offer Comparison vs. Unaffected and Current $MM, except per share prices Unaffected Price $8.30 Current Price $13.85 Wookiee Offer $15.00 Premium / (Discount) to: Share Price Unaffected: (08/14/2019) 30-Day Trading Avg. Avg. Since 6/4/2019 90-Day Trading Avg. 52-Week High IPO Price $8.30 $9.73 $9.84 $14.75 $28.85 $15.00 0.0% (14.7%) (15.6%) (43.7%) (71.2%) (44.7%) 66.9% 42.4% 40.8% (6.1%) (52.0%) (7.7%) 80.7% 54.2% 52.5% 1.7% (48.0%) 0.0% Equity Value Aggregate Value $2,402.2 $1,594.3 $4,223.7 $3,415.8 $4,601.8 $3,793.9 AV / Revenue Metric FY20/CY19 FY21/CY20 $760.0 $895.7 2.1x 1.8x 4.5x 3.8x 5.0x 4.2x FY20/CY19 FY21/CY20 $753.0 $843.4 2.1x 1.9x 4.5x 4.1x 5.0x 4.5x FY20/CY19 FY21/CY20 $773.2 $908.5 2.1x 1.8x 4.4x 3.8x 4.9x 4.2x FY20/CY19 FY21/CY20 $789.0 $955.4 2.0x 1.7x 4.3x 3.6x 4.8x 4.0x Notes: 1. Market data as of 8/19/2019; unaffected date as of 8/14/2019; average share prices based on trading days; 52 -week high represents closing prices 2. 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 capitalization from management as of 8/2/2019 4. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and cash equivalents (aggregate value is synonymous with Total Enterprise Value) CONFIDENTIAL OVERVIEW 3 High Mgmt Mgmt Base Mgmt Low Street PRELIMINARY DRAFT

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Yoda Historical Share Price Performance Since IPO Stock Price Trading Statistics As of 08/14/2019 unaffected date Average Share Price ($) Median $30 Last 30 Days Since 6/4/2019 Last 90 Days $9.73 $9.84 $14.75 $9.89 $10.09 $11.28 Last 1 Year $18.06 $18.89 $25 $20 15.00 per Share $15 Yoda (Current) $13.85 $10 Yoda (Unaffected) $8.40 (44%) $5 sales cycle, and execution disappointing quarter. $0 Apr-18 May-18 Jun-18 Jul-18Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19Mar-19 Apr-19 May-19 Jun-19 Jul-19 Notes: 1. Market data as of 8/19/2019; unaffected date as of 8/14/2019 CONFIDENTIAL OVERVIEW 4 6/12/2018 Q1 FY19: Significant billings and subscription revenue beat in first public quarter; revenue of $155.7MM beat analyst estimates by $15.3MM, EPS of -$0.10 beat by $0.03 Wookiee Offer: $ Class A 6/4/2019 Q1 FY20: Reported weak billings performance, lower than expected RPO growth, and low customer adds; management cited deal slippage, lengthening challenges as primary reasons for 8/14/2019 (post-market): Public disclosure of potential deal with Wookiee 9/12/2018 Q2 FY19: Reported billings shortfall, demonstrating quarter-to-quarter volatility; revenue of $164.4MM beat analyst estimates by $6.2MM, EPS of -$0.06 beat by $0.03 PRELIMINARY DRAFT

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Yoda Indexed Stock Price Share Price Indexed to Yoda IPO Date (4/20/2018)(1) (%) 190% 170% 150% 130% Nasdaq +12% Infrastructure Software Comparables (1%)(2) 110% 90% 70% Yoda (Unaffected) (47%) 50% 30% Apr-18 May-18 Jun-18Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19Mar-19 Apr-19 May-19 Jun-19 Jul-19 Yoda Nasdaq Infrastucture Software Comparables Notes: 1. Market data as of 8/19/2019 2. Infrastructure software comparables set includes Appian, Splunk, Citrix, VMware, Talend, Box, LogMeIn, and Cloudera as shown on pages 19-21 CONFIDENTIAL OVERVIEW 5 8/14/2019 (post-market): Public disclosure of potential deal with Wookiee PRELIMINARY DRAFT

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Yoda Revenue Multiple Over AV / NTM Revenue since 4/20/2018 IPO Time NTM AV / Revenue Multiple Statistics As of 08/14/2019 unaffected date 13.0x 12.0x 11.0x 10.0x 9.0x 8.0x 7.0x 6.0x 5.0x Yoda: 4.3x 4.0x 3.0x 2.0x 1.0x Apr-18 May-18Jun-18 Jul-18 Aug-18Sep-18Oct-18 Oct-18Nov-18Dec-18Jan-19Feb-19Mar-19Apr-19 May-19 Jun-19 Jul-19 Aug-19 Notes: 1. Market data as of 8/19/2019 (Source: Thomson Estimates) 2. Range defined as 6/6/2018 to 9/14/2018 3. Range defined as 6/4/2019 to 8/14/2019 CONFIDENTIAL OVERVIEW 6 Overheated Growth Expectations Avg. AV / Rev: 10.2x(2) AverageMedian Last 30 Days 2.5x 2.6x Since 6/4/2019 2.8x 2.9x Last 90 Days 4.6x 3.2x 52-Week 6.2x 6.6x Concerns Over Growth and Execution Avg. AV / Rev: 2.8x(3) 6/4/2019 Q1 FY20: Reported weak billings performance, lower than expected RPO growth, and low customer adds; management cited deal slippage, lengthening sales cycle, and execution as primary reasons for disappointing quarter. Wookiee Offer: 4.6x 8/14/2019 (post-market): Public disclosure of potential deal with Wookiee PRELIMINARY DRAFT

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SECTION 2 Case Comparison CONFIDENTIAL 7 PRELIMINARY DRAFT

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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. Consensus estimates as of 4/10/2019 2. From unaffected date as of 8/14/2019 3. Full consensus (shown only on this page) is different from street case based on single Wall Street broker report 4. Percentage points (ppts) defined as percentage point difference CONFIDENTIAL CASE COMPARISON 8 Net Income ($38) $27 $101 ($41) $11 $81 EBIT ($37) $26 $89 ($45) $8 $66 EBITDA ($21) $42 $119 ($30) $31 $93 Gross Profit $554 $713 $908 $535 $653 $811 Revenue $803 $986 $1,193 $761 $889 $1,060 Current (2) As of 4/10/2019 (1) PRELIMINARY DRAFT

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Overview of Current Management Cases Average Contract Value (ACV) Sensitivity Assumptions $MM $254 $220 $192 $185 $175 $177 $167 $167 $161 $167 $149 $137 $125 FY18 FY19 FY20 FY21 FY22 Actuals Low Base High Notes: 1. Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 2. LRP defined as management-provided Long Range Plan CONFIDENTIAL CASE COMPARISON 9 Sensitivities to Outlook •Following Q1 FY2020 performance, Yoda sensitized the 3-year outlook based on revised forecast for Q2 FY2020 and FY2020E (revised on 6/25/2019) PRELIMINARY DRAFT

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Street vs. Management Case Comparison Revenue EBIT 1,200 120 100 80 60 40 20 0 (20) (40) (60) (80) 103 1,171 1,100 1,063 77 56 35 955 1,000 1,019 18 909 936 900 16 789 896 843 -4 800 773 753 -29 -11 658 -39 700 760 -45 -57 600 FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 Street Mgt. Base Mgt. Low Mgt. High Street Mgt. Base Mgt. Low Mgt. High Revenue Growth (%) EBIT Margin (%) 30% 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% -10% 29.1% 8.8% 7.6% 5.3% 3.7% 25% 22.5% 1.9% 21.1% 20.0% 1.7% 20% 17.9% (0.5%) (1.3%) (3.7%) 17.6% 15.6% 17.0% 17.5% 15% (5.1%) (6.0%) (7.6%) 14.5% 13.7% 12.0% 11.0% 10% FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 Street Mgt. Base Mgt. Low Mgt. High Street Mgt. Base Mgt. Low Mgt. High Notes: 1. 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 CONFIDENTIAL CASE COMPARISON 10 PRELIMINARY DRAFT

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Current Management vs. LRP Comparison(1)(3) $MM unless otherwise noted (2) Delta (%) CY19/FY20 CY20/FY21 CY21/FY22CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (10%) (12.5)ppts (10%) (0.0)ppts N.M. (4.6)ppts (20%) (15.0)ppts (29%) (14.0)ppts % Growth 27% 27% 25% 15% 12% 11% % Margin 70% 75% 78% 70% (114%) (8.3)ppts (84%) (12.3)ppts % Margin (3%) 7% 16% (8%) (1%) 4% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (8%) (10.4)ppts (8%) (0.5)ppts N.M. (3.1)ppts (18%) (15.5)ppts (28%) (16.0)ppts % Growth 28% 33% 33% 18% 18% 17% % Margin 71% 75% 79% 70% (104%) (9.5)ppts (80%) (12.7)ppts % Margin (2%) 9% 18% (5%) (0%) 5% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (7%) (9.0)ppts (7%) (0.0)ppts N.M. (2.7)ppts (17%) (14.9)ppts (26%) (15.5)ppts % Growth 29% 36% 38% 20% 21% 23% % Margin 71% 76% 80% 71% (85%) (9.1)ppts (70%) (12.2)ppts % Margin Notes: (1%) 11% 21% (4%) 2% 9% 1. Management-provided cases as of 7/25/2019; Gross Margin FY21 and FY22 estimates not shown because excluded from revised LRP 2. Percentage points (ppts) defined as percentage point difference 3. LRP defined as management-provided Long Range Plan CONFIDENTIAL CASE COMPARISON 11 EBIT($9)$122$340($29)$18$103 Gross Profit$599$869$1,255$560 Revenue$846$1,154$1,590$789$955$1,171 Current High Case As of 4/10/2019 EBIT($14)$99$273($39)($4)$56 Gross Profit$592$830$1,154$545 Revenue$840$1,114$1,478$773$909$1,063 Current Base Case As of 4/10/2019 EBIT($22)$79$217($57)($11)$35 Gross Profit$586$790$1,015$527 Revenue$833$1,058$1,318$753$843$936 Current Low Case As of 4/10/2019 PRELIMINARY DRAFT

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Operating Case Comparison – Street vs. Management Financial Projections – Street vs. Management Cases(1)(2) $MM, except where noted FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 Notes: 1. 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. Gross margin percentage in FY21 and FY22 from management original LRP (dated 4/10/2019) CONFIDENTIAL CASE COMPARISON 12 Revenue $760.0 $895.7 $1,018.7 $753.0 $843.4 $936.1 ($7.0) ($52.3) ($82.6) $773.2 $908.5 $1,062.9 $13.2 $12.8 $44.2 $789.0 $955.4 $1,170.6 $29.0 $59.7 $151.9 % Growth 15.6% 17.9% 13.7% 14.5% 12.0% 11.0% (107 bps) (585 bps) (274 bps) 17.6% 17.5% 17.0% 201 bps (35 bps) 326 bps 20.0% 21.1% 22.5% 441 bps 324 bps 879 bps Gross Profit $542.0 $672.9 $789.2 $527.0 $632.5 $730.2 ($15.0) ($40.4) ($59.0) $545.0 $681.4 $839.7 $3.0 $8.5 $50.5 $560.0 $726.1 $936.5 $18.0 $53.2 $147.3 % Margin 71.3% 75.1% 77.5% 70.0% 75.0% 78.0% (133 bps) (13 bps) 53 bps 70.5% 75.0% 79.0% (83 bps) (13 bps) 153 bps 71.0% 76.0% 80.0% (34 bps) 87 bps 253 bps EBIT ($45.3) $15.5 $77.1 ($57.0) ($11.0) $35.0 ($11.7) ($26.5) ($42.1) ($39.1) ($4.4) $55.9 $6.2 ($19.9) ($21.2) ($29.0) $18.2 $102.7 $16.3 $2.7 $25.6 % Margin (6.0%) 1.7% 7.6% (7.6%) (1.3%) 3.7% (161 bps) (304 bps) (383 bps) (5.1%) (0.5%) 5.3% 90 bps (222 bps) (231 bps) (3.7%) 1.9% 8.8% 228 bps 17 bps 120 bps EBITDA ($29.6) $28.9 $90.2 ($41.5) $1.6 $47.0 ($11.9) ($27.3) ($43.2) ($23.1) $11.6 $75.9 $6.5 ($17.3) ($14.3) ($13.0) $34.2 $124.7 $16.6 $5.3 $34.5 % Margin (3.9%) 3.2% 8.9% (5.5%) 0.2% 5.0% (161 bps) (304 bps) (383 bps) (3.0%) 1.3% 7.1% 91 bps (195 bps) (171 bps) (1.6%) 3.6% 10.7% 225 bps 35 bps 180 bps Management High Case Spread vs. Street Management Base Case Spread vs. Street Management Low Case Spread vs. Street Street Case PRELIMINARY DRAFT

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Operating Case Comparison – Street Subscription vs. Professional Services Revenue vs. Management FY20 / CY19 FY20 / CY19 FY20 / CY19 FY20 / CY19 Prof. Serv. 30% Prof. Serv. 30% Prof. Serv. 30% Prof. Serv. 29% Subs. 71% Subs. 70% Subs. 70% Subs. 70% FY22 / CY21 FY22 / CY21 FY22 / CY21 FY22 / CY21 Prof. Serv. 21% Prof. Serv. 23% Prof. Serv. 25% Prof. Serv. 22% Subs. 75% Subs. 77% Subs. 78% Subs. 79% Notes: 1. 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 CONFIDENTIAL CASE COMPARISON 13 Mgmt. High Mgmt. Base Mgmt. Low Street PRELIMINARY DRAFT

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Operating Case Comparison 10 Year Projections – CY2019 to CY2028 – Revenue Revenue $MM 3,500 3,311 2,962 3,000 2,620 2,296 2,500 2,315 1,986 2,195 2,000 2,031 1,761 1,694 1,418 1,632 1,607 1,500 1,171 1,428 1,391 955 1,418 84 1,334 1,000 789 1,019 1,272 909 1,198 773 760 658 896 1,116 1,028 936 753 843 500 FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 Street Mgt. Low Mgt. Base Mgt. High Revenue Growth % 35% 29.1% 30% 22.5% 25% 21.1% 21.1% 20.0% 19.5% 20% 17.2% 15.6% 17.9% 17.5% 17.6% 15.6% 17.0% 14.1% 16.4% 13.1% 15.5% 15% 11.8% 14.3% 13.7% 12.3% 14.5% 11.0% 10.6% 10% 9.6% 12.0% 11.0% 8.2% 8.1% 9.8% 8.6% 5.5% 4.0% 5% 6.8% 7.4% 5.4% 6.1% 4.9% 3.7% 0% 2.5% FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 Street Mgt. Low Mgt. Base Mgt. High Notes: 1. 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 CONFIDENTIAL CASE COMPARISON 14 12.5% 1,694 1,837 1,505 1,237 1,270 1,3 1,063 1,144 PRELIMINARY DRAFT

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Operating Case Comparison 10 Year Projections – CY2019 to CY2028 – EBITDA EBITDA $MM 1,000 891 791 800 661 533 600 592 419 404 446 338 400 305 389 292 312 331 246 203 222 172 275 200 125 140 221 157 200 34 116 90 -13 76 79 29 2 12 47 0 -342302 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 (200) Street Mgt. Low Mgt. Base Mgt. High EBITDA Margin % 30% 26.9% 26.7% 25.6% 25.3% 23.2% 25.2% 25.5% 25% 21.1% 8% 20% 19.1% 18.3% 15% 10.7% 11.3% 13.6% 11.2% 10% 8.9% 3.6% 5% 7.7% 3.2% 1.3% (1.6%) 5.0% 0% FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 (3.0%) 0.2% -5% (5.5%) -10% Street Mgt. Low Mgt. Base Mgt. High Notes: 1. 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 CONFIDENTIAL CASE COMPARISON 15 24.1% 23.0% 22.0% 18.0% 20.6% 23. 14.3% 21.1% 15.6% 15.9% 18.4% 15.8% 13.1% 7.1% 10.4% 128 489 560 PRELIMINARY DRAFT

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SECTION 3 Valuation Analysis CONFIDENTIAL 16 PRELIMINARY DRAFT

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Yoda Valuation Summary $MM, except where noted Public Trading Multiples (1)(7) 1 $11.75 Discounted Equity Value Analysis 2 $6.79 1 0.89 Discounted Cash Flow Analysis 3 Precedent Transaction Multiples 4 2.29 38 Precedent Transaction Premiums Historical Trading Ranges (Low - High) Analyst Price Targets $5 $10 $15 $20 $25 $30 Notes: 1. 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 2. Discounted equity value analysis discounts CY2021 values by 1.4 year, CY2022 values by 2.4 years, and CY2023 values by 3.4 years using CY2020 multiples at 10.0% Cost of Equity 3. 10-year DCF assumes valuation date of 8/22/2019 and WACC of 10.0%; uses mid-year convention 4. Precedent transaction valuations from Wall Street research and public filings; management NTM revenue assumes street’s seasonality split (47% of FY20/CY19 + 53% of FY21/CY20) 5. Median of 2nd and 3rd quartile independent company premiums; selected tech transactions in all verticals since 2013 6. Unaffected date as of 8/14/2019; Analyst Price Targets per Capital IQ as of 8/14/2019 7. Yoda capitalization from management as of 8/2/2019 CONFIDENTIAL VALUATION ANALYSIS 17 Reference Data Unaffected Share Price: $8.30 $1 $ 1.86 $ $12.18 Wookiee Offer: $15.00 per Class A share FY20/CY19 Street: 2.5x - 3.5x AV / Revenue ($760MM) Mgt. Low: 1.5x - 2.5x AV / Revenue ($753MM) Mgt. Base: 2.5x - 3.5x AV / Revenue ($773MM) Mgt. High: 3.5x - 4.5x AV / Revenue ($789MM) FY21/CY20 Street: 2.0x - 3.0x AV / Revenue ($896MM) Mgt. Low: 1.0x - 2.0x AV / Revenue ($843MM) $5. Mgt. Base: 2.0x - 3.0x AV / Revenue ($909MM) Mgt. High: 3.0x - 4.0x AV / Revenue ($955MM) (1)(2)(7) Street: 2.5x - 3.5x AV / Revenue Mgt. Low: 1.5x - 2.5x AV / Revenue Mgt. Base: 2.5x - 3.5x AV / Revenue Mgt. High: 3.5x - 4.5x AV / Revenue (1)(3)(7) Street: 2.5% - 3.5% PGR, 9.0% - 11.0% WACC Mgt. Low: 2.5% - 3.5% PGR, 9.0% - 11.0% WACC $ Mgt. Base: 2.5% - 3.5% PGR, 9.0% - 11.0% WACC 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. Low: 2.5x - 3.3x NTM Revenue ($801MM) Mgt. Base: 3.5x - 4.5x NTM Revenue ($845MM) Mgt. High: 4.5x - 6.0x NTM Revenue ($878MM) $ 71 5.94 6.69 $ 9.24 1.55 11.69 $1 11.63 4.26 $15.08 $15.13 $21.73 $9.19 $1 8.59 $ $8.9 9.34 1 $ 99 $ $8. $10.5 0 $9.9 $13.71 7.76 $1 $10.61 $13 $11. $12.46 .26 $15.31 $13.36 $18.9 $ 1 19.48 $8.17 $9.69 $1 $9.55 $14.81 $15.03 7 $15.4 (5) 30-Day Average Premium: 20% - 50% ($9.73) (6) Last 30 Trading Days (07/03/19 - 08/14/19) Last 90 Trading Days (04/08/19 - 08/14/19) Last 52 Weeks (08/14/18 - 08/14/19) (6) Present Value (Discounted 1 Year at 10.0% Cost of Equity) $8.30 $8.30 $8.30 $11 .67 $10.81 $14.59 $21.94 $28.8 5 $13.19 $17.28 PRELIMINARY DRAFT

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Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted and share prices Premium to Street Case Mgmt. Low Case Mgmt. Base Case Mgmt. High Case Average AV / Revenue AV / Revenue AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Unaffected 30-Day 90-Day FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 Wookiee Offer (8/4/2019) $14.00 68.7% 43.9% (5.1%) (51.5%) 68.7% $4,273 $3,465 4.6x 3.9x 4.6x 4.1x 4.5x 3.8x 4.4x 3.6x Wookiee Offer (8/6/2019) $14.50 74.7% 49.1% (1.7%) (49.7%) 74.7% $4,437 $3,629 4.8x 4.1x 4.8x 4.3x 4.7x 4.0x 4.6x 3.8x $14.75 77.7% 51.6% (0.0%) (48.9%) 77.7% $4,520 $3,712 4.9x 4.1x 4.9x 4.4x 4.8x 4.1x 4.7x 3.9x Wookiee Offer (8/14/2019) $15.25 83.7% 56.8% 3.4% (47.1%) 83.7% $4,684 $3,876 5.1x 4.3x 5.1x 4.6x 5.0x 4.3x 4.9x 4.1x $15.50 86.7% 59.3% 5.1% (46.3%) 86.7% $4,766 $3,958 5.2x 4.4x 5.3x 4.7x 5.1x 4.4x 5.0x 4.1x $15.75 89.8% 61.9% 6.8% (45.4%) 89.8% $4,848 $4,040 5.3x 4.5x 5.4x 4.8x 5.2x 4.4x 5.1x 4.2x Notes: 1. Unaffected date as of 8/14/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from management as of 8/2/2019 3. 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 4. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and cash equivalents (aggregate va lue is synonymous with Total Enterprise Value) CONFIDENTIAL VALUATION ANALYSIS 18 $15.00 80.7% 54.2% 1.7% (48.0%) 80.7% $4,602 $3,794 5.0x 4.2x 5.0x 4.5x 4.9x 4.2x 4.8x 4.0x $14.25 71.7% 46.5% (3.4%) (50.6%) 71.7% $4,355 $3,547 4.7x 4.0x 4.7x 4.2x 4.6x 3.9x 4.5x 3.7x $8.30 $9.73 $14.75 $28.85 $8.30 $760 $896 $753 $843 $773 $909 $789 $955 $8.30 0.0% (14.7%) (43.7%) (71.2%) 0.0% $2,402 $1,594 2.1x 1.8x 2.1x 1.9x 2.1x 1.8x 2.0x 1.7x $13.75 65.7% 41.3% (6.8%) (52.3%) 65.7% $4,191 $3,383 4.5x 3.8x 4.5x 4.0x 4.4x 3.7x 4.3x 3.5x PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Revenue Metrics 1 Revenue $MM Infrastructure Software Comparables Services Comparables CY2019E Median: $1,005MM CY2020E Median: $1,081MM CY2019E Median: $12,601MM CY2020E Median: $13,194MM 47,020 43,932 17,555 16,689 13,058 12,810 13,330 12,392 8,363 8,665 3,809 3,488 Revenue Growth % Infrastructure Software Comparables Services Comparables CY2019E Median: 14.5% CY2020E Median: 12.3% CY2019E Median: 5.8% CY2020E Median: 6.1% 26% 21% 21% 21% 20% 16% 17% 16% 9% 9% 8% 8% 7% 5% 3% 4% 2% 1% (9%) Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Comparables market data as of 8/19/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics CONFIDENTIAL VALUATION ANALYSIS 19 20% 21% 16%15% 12% 18% 18%18% 12% 13% 13%12% 10% 5% 5%4% 1% 11,009 10,035 3,119 2,264 2,746 262 305247 298 2,993 789 955773 909760 896753 8431,260 1,324751 838690 779 PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Gross Profit Metrics 1 Gross Profit $MM Infrastructure Software Comparables Services Comparables CY2019E Median: $801MM CY2020E Median: $862MM CY2019E Median: $5,231MM CY2020E Median: $5,624MM 14,607 13,553 7,0937,155 6,720 6,272 4,189 4,527 2,514 2,468 1,2531,376 Gross Margin % Infrastructure Software Comparables Services Comparables CY2019E Median: 79.1% CY2020E Median: 79.3% CY2019E Median: 34.9% CY2020E Median: 35.0% 88% 88%87% 87% 84% 84% 82% 82% 76% 77% 76% 77% 71% 72% 65% 68% 55% 55% 38% 38% 36% 36% 34% 34% 31% 31% 30% 28% Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Comparables market data as of 8/19/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics CONFIDENTIAL VALUATION ANALYSIS 20 75%76%75%75% 71%71%70%70% 9,675 8,796 2,600 2,711 6811,032 1,080644563 229171 1,910 2,312 560 726545542 673527 633570492189208 PRELIMINARY DRAFT

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Benchmarking CY2019E & CY2020E Yoda – Valuation Multiples 1 AV / Revenue (x) 15.7x CY2019E Median: 5.8x CY2019E Median: 2.6x 13.5x CY2020E Median: 5.1x CY2020E Median: 2.4x 8.7x 7.2x 6.7x 6.4x 6.2x 5.5x 5.6x 4.5x 3.2x 3.5x 3.3x 2.8x 2.6x 2.6x 2.5x 2.5x 2.3x 1.9x 1.8x 1.0x 1.0x Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Comparables market data as of 8/19/2019 (Source: Thomson Estimates); Yoda street unaffected date as of 8/14/2019 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics CONFIDENTIAL VALUATION ANALYSIS 21 2.1x 1.8x 2.8x2.8x 2.7x 2.0x 1.8x PRELIMINARY DRAFT

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Yoda Discounted Equity Valuation Over CY2021 - CY2023 Revenue Discounted at 10.0% Cost of Equity Time – AV / Revenue 2 | Valuation Date: 8/22/2019 Financial Snapshot $MM, except where noted and share prices Fwd. Revenue Mult. 4.5x 4.5x 4.5x 4.5x Future AV 4,584.2 4,212.6 4,783.1 5,267.7 Less: Net Debt (884.9) (884.9) (884.9) (884.9) Future EV 5,469.1 5,097.4 5,667.9 6,152.6 Future Share Price $19.27 $17.96 $19.98 $21.68 Discounted Equity Valuation - AV / Revenue $MM, except where noted Notes: 1. Assumed cost of equity of 10.0% 2. CY2021 values discounted 1.4 years, CY2022 values discounted 2.4 years, CY2023 values discounted 3.4 years 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 4. Yoda capitalization from management as of 8/2/2019 CONFIDENTIAL VALUATION ANALYSIS 22 1-Yr Forward Multiple PV Share Price (FY22/CY21 Revenue) PV Share Price (FY23/CY22 Revenue) PV Share Price (FY24/CY23 Revenue) Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High 1.5x 2.5x Discounted at 10.0% 3.5x Cost of Equity 4.5x 5.5x $7.42 $7.03 $7.62 $8.12 $7.45 $6.97 $7.83 $8.57 $7.40 $6.79 $8.16 $9.32 $10.55 $9.91 $10.89 $11.71 $10.58 $9.78 $11.21 $12.45 $10.50 $9.52 $11.64 $13.46 $13.68 $12.79 $14.15 $15.31 $13.71 $12.59 $14.60 $16.33 $13.60 $12.24 $15.13 $17.60 $16.81 $15.67 $17.42 $18.91 $16.84 $15.40 $17.98 $20.21 $16.70 $14.97 $18.62 $21.73 $19.94 $18.54 $20.69 $22.51 $19.97 $18.22 $21.37 $24.09 $19.80 $17.69 $22.10 $25.87 Present Share Price $16.81 $15.67 $17.42 $18.91 FY22/CY21 Revenue FY23/CY22 Revenue FY24/CY23 Revenue Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Revenue $1,019 $936 $1,063 $1,171 $1,144 $1,028 $1,237 $1,418 $1,270 $1,116 $1,428 $1,694 % Growth 13.7% 11.0% 17.0% 22.5% 12.3% 9.8% 16.4% 21.1% 11.0% 8.6% 15.5% 19.5% Illustrative Calculation PRELIMINARY DRAFT

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Yoda Discounted Cash Flow Valuation Street Case | Valuation Date: 8/22/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/22/2019; uses mid-year convention 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management-approved extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10 -K filed 3/29/2019 CONFIDENTIAL VALUATION ANALYSIS 23 Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 434 434 434 407 407 407 381 381 381 Undiscounted Terminal Value 3,376 3,677 4,033 2,924 3,149 3,409 2,578 2,754 2,952 PV of Terminal Value 1,565 1,705 1,870 1,249 1,345 1,457 1,016 1,085 1,163 Aggregate Value $2,000 $2,139 $2,304 $1,656 $1,752 $1,863 $1,397 $1,466 $1,544 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 45 45 45 43 43 43 41 41 41 Equity Value $2,853 $2,992 $3,157 $2,507 $2,603 $2,714 $2,245 $2,314 $2,393 Implied Share Price $9.68 $10.10 $10.61 $8.63 $8.92 $9.26 $7.76 $8.00 $8.27 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 22% 20% 19% 25% 23% 22% 27% 26% 25% PV of Terminal Value 78% 80% 81% 75% 77% 78% 73% 74% 75% Revenue $760 $896 $1,019 $1,144 $1,270 $1,391 $1,505 $1,607 $1,694 $1,761 $1,761 % Growth 15.6% 17.9% 13.7% 12.3% 11.0% 9.6% 8.2% 6.8% 5.4% 4.0% EBITDA (30) 29 90 128 172 221 275 331 389 446 446 % Margin (3.9%) 3.2% 8.9% 11.2% 13.6% 15.9% 18.3% 20.6% 23.0% 25.3% 25.3% Less: Taxes 0 0 0 (5) (15) (27) (40) (55) (71) (87) (87) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (84) (88) (89) (97) (105) (111) (117) (120) (123) (123) (123) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 80 53 19 19 19 18 17 15 13 10 0 % in Revenue 78.4% 38.8% 15.2% 15.1% 15.1% 15.1% 15.1% 15.0% 15.0% 15.0% - Less: CapEx (11) (12) (14) (16) (17) (19) (20) (21) (22) (23) (23) % of Revenue 1.4% 1.4% 1.4% 1.4% 1.4% 1.3% 1.3% 1.3% 1.3% 1.3% 1.3% uFCF ($44) ($18) $6 $30 $54 $83 $115 $150 $186 $223 uFCF Margin (5.8%) (2.1%) 0.6% 2.6% 4.3% 6.0% 7.7% 9.3% 11.0% 12.7% $213 12.1% Street Forecast Management-Approved Extrapolations PRELIMINARY DRAFT

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Yoda Discounted Cash Flow Valuation (cont’d) Management Low Case | Valuation Date: 8/22/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/22/2019; uses mid-year convention 2. Yoda management estimates as of 7/25/2019; Yoda management-approved extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10 -K filed 3/29/2019 CONFIDENTIAL VALUATION ANALYSIS 24 Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 178 178 178 161 161 161 145 145 145 Undiscounted Terminal Value 2,399 2,613 2,866 2,077 2,237 2,422 1,832 1,956 2,098 PV of Terminal Value 1,112 1,211 1,329 888 956 1,035 722 771 826 Aggregate Value $1,290 $1,390 $1,507 $1,048 $1,117 $1,196 $867 $916 $971 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 49 49 49 46 46 46 43 43 43 Equity Value $2,148 $2,247 $2,364 $1,903 $1,971 $2,050 $1,718 $1,767 $1,823 Implied Share Price $7.42 $7.76 $8.17 $6.57 $6.81 $7.08 $5.94 $6.11 $6.30 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 14% 13% 12% 15% 14% 13% 17% 16% 15% PV of Terminal Value 86% 87% 88% 85% 86% 87% 83% 84% 85% Revenue $753 $843 $936 $1,028 $1,116 $1,198 $1,272 $1,334 $1,384 $1,418 $1,418 % Growth 14.5% 12.0% 11.0% 9.8% 8.6% 7.4% 6.1% 4.9% 3.7% 2.5% EBITDA (42) 2 47 79 116 157 200 246 292 338 338 % Margin (5.5%) 0.2% 5.0% 7.7% 10.4% 13.1% 15.8% 18.4% 21.1% 23.8% 23.8% Less: Taxes 0 0 0 0 (2) (12) (24) (36) (49) (61) (61) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (83) (83) (82) (87) (92) (96) (98) (100) (100) (99) (99) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 75 35 14 16 17 18 17 16 14 10 0 % in Revenue 78.4% 38.8% 15.2% 17.3% 19.4% 21.5% 23.6% 25.8% 27.9% 30.0% - Less: CapEx (11) (12) (13) (15) (17) (19) (21) (22) (24) (26) (26) % of Revenue 1.4% 1.4% 1.4% 1.4% 1.5% 1.6% 1.6% 1.7% 1.7% 1.8% 1.8% uFCF ($60) ($57) ($34) ($7) $22 $47 $75 $104 $133 $162 uFCF Margin (8.0%) (6.8%) (3.6%) (0.7%) 2.0% 4.0% 5.9% 7.8% 9.6% 11.4% $151 10.7% Mgt. Low Case Provided by Management PRELIMINARY DRAFT

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Yoda Discounted Cash Flow Valuation (cont’d) Management Base Case | Valuation Date: 8/22/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/22/2019; uses mid-year convention 2. Yoda management-provided estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10 -K filed 3/29/2019 CONFIDENTIAL VALUATION ANALYSIS 25 Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 776 776 776 727 727 727 682 682 682 Undiscounted Terminal Value 4,377 4,768 5,229 3,791 4,083 4,420 3,343 3,570 3,828 PV of Terminal Value 2,030 2,211 2,425 1,620 1,744 1,889 1,317 1,407 1,508 Aggregate Value $2,806 $2,987 $3,201 $2,347 $2,472 $2,616 $1,999 $2,088 $2,190 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 52 52 52 50 50 50 48 48 48 Equity Value $3,666 $3,847 $4,061 $3,205 $3,330 $3,474 $2,854 $2,944 $3,045 Implied Share Price $12.15 $12.70 $13.36 $10.75 $11.13 $11.57 $9.69 $9.96 $10.27 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 28% 26% 24% 31% 29% 28% 34% 33% 31% PV of Terminal Value 72% 74% 76% 69% 71% 72% 66% 67% 69% Revenue $773 $909 $1,063 $1,237 $1,428 $1,632 $1,837 $2,031 $2,195 $2,315 $2,315 % Growth 17.6% 17.5% 17.0% 16.4% 15.5% 14.3% 12.5% 10.6% 8.1% 5.5% EBITDA (23) 12 76 140 222 312 404 489 560 592 592 % Margin (3.0%) 1.3% 7.1% 11.3% 15.6% 19.1% 22.0% 24.1% 25.5% 25.6% 25.6% Less: Taxes 0 0 0 (4) (23) (44) (66) (87) (104) (112) (112) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (85) (89) (93) (105) (118) (130) (142) (152) (159) (162) (162) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 50 43 47 52 57 61 64 65 65 63 0 % in Revenue 43.2% 31.8% 30.4% 29.9% 29.8% 29.9% 31.3% 33.5% 39.7% 52.3% - Less: CapEx (16) (16) (20) (22) (26) (30) (34) (37) (40) (42) (42) % of Revenue 2.1% 1.8% 1.9% 1.8% 1.8% 1.8% 1.9% 1.8% 1.8% 1.8% 1.8% uFCF ($74) ($50) $10 $61 $113 $169 $226 $278 $321 $339 uFCF Margin (9.6%) (5.5%) 0.9% 4.9% 7.9% 10.3% 12.3% 13.7% 14.6% 14.6% $276 11.9% Mgt. Base Case Provided by Management PRELIMINARY DRAFT

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Yoda Discounted Cash Flow Valuation (cont’d) Management High Case | Valuation Date: 8/22/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/22/2019; uses mid-year convention 2. Yoda management-provided estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10 -K filed 3/29/2019 CONFIDENTIAL VALUATION ANALYSIS 26 Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 1,288 1,288 1,288 1,213 1,213 1,213 1,143 1,143 1,143 Undiscounted Terminal Value 6,761 7,363 8,076 5,855 6,306 6,827 5,163 5,514 5,912 PV of Terminal Value 3,135 3,414 3,745 2,502 2,694 2,917 2,034 2,173 2,329 Aggregate Value $4,422 $4,702 $5,032 $3,714 $3,907 $4,129 $3,177 $3,315 $3,472 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 47 47 47 45 45 45 44 44 44 Equity Value $5,277 $5,557 $5,887 $4,567 $4,760 $4,983 $4,029 $4,167 $4,324 Implied Share Price $17.05 $17.90 $18.91 $14.90 $15.48 $16.16 $13.26 $13.68 $14.15 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 29% 27% 26% 33% 31% 29% 36% 34% 33% PV of Terminal Value 71% 73% 74% 67% 69% 71% 64% 66% 67% Revenue $789 $955 $1,171 $1,418 $1,694 $1,986 $2,296 $2,620 $2,962 $3,311 $3,311 % Growth 20.0% 21.1% 22.5% 21.1% 19.5% 17.2% 15.6% 14.1% 13.1% 11.8% EBITDA (13) 34 125 203 305 419 533 661 791 891 891 % Margin (1.6%) 3.6% 10.7% 14.3% 18.0% 21.1% 23.2% 25.2% 26.7% 26.9% 26.9% Less: Taxes 0 0 (0) (17) (39) (65) (91) (120) (151) (173) (173) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (87) (93) (102) (120) (140) (159) (178) (196) (215) (232) (232) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 67 52 61 70 80 88 96 104 110 114 0 % in Revenue 51.0% 31.3% 28.3% 28.3% 28.9% 30.2% 31.0% 32.1% 32.1% 32.7% - Less: CapEx (16) (16) (22) (25) (31) (36) (42) (48) (54) (60) (60) % of Revenue 2.0% 1.7% 1.9% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% uFCF ($49) ($23) $61 $111 $176 $247 $319 $400 $481 $540 uFCF Margin (6.2%) (2.4%) 5.2% 7.8% 10.4% 12.4% 13.9% 15.3% 16.2% 16.3% $426 12.9% Mgt. High Case Provided by Management PRELIMINARY DRAFT

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Precedent Software Transactions – Operational Benchmarking Selected Transactions 2013 to Present; >$1Bn Aggregate Value 4 NTM Revenue Growth + NTM EBITDA Margin (%) 46% 45% 41% 39% 39% 38% 38% 37% 31% 31% 31% 30% 29% 29% 28% 28% 27% 20% 0% (2%) (8%) NTM EBITDA Margin % Notes: 1. Based on street estimates for target companies at time of transaction 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics NTM Revenue Growth % CONFIDENTIAL VALUATION ANALYSIS 27 40% 39% 42% 36% 40% 27% 37% 35% 30% 24% 16% 24% 35% 9% 32% 18% 24% 28% 39% 26% 22% 14%14%13%14% 9% 3%4%3% 28% 12% 8% 16% 12% 2% 25% 25% 11% 21%21% 21% 6% 21% 16% 14% 18% 16% 16% 15% 14% 13% 7% 6% 6% 6% 3% 3% PRELIMINARY DRAFT

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Precedent Software Transactions – Operational Selected Transactions 2013 to Present; >$1Bn Aggregate Value Target NTM Revenue Growth (%) 40% MuleSoft / Salesforce: 15.7x Benchmarking 4 R² = 0.6113 35% 30% Demandware / Salesforce: 9.1x ExactTarget / Salesforce: 6.5x 25% Concur / SAP: 9.9x NetSuite / Oracle: 8.4x RightNow / Oracle: 6.1x 20% Responsys / Oracle: 6.3x AVG Technologies / Avast: 3.0x Yoda Cvent / Vista: 6.5x ate Software / H&F et al.: 8.0x Red Hat / IBM: 9.4x Apptio / Vista: 7.0x Qlik / Thoma Bravo: 3.5x 15% Ariba / SAP: 7.4x Quest Software / Dell: 2.5x Informatica / Permira: 4.3x Callidus / SAP: 8.3x 10% Solera / Vista: 4.6x 5% BMC Software / Bain Capital: 3.0x Riverbed / Thoma Bravo: 3.2x 0% TIBCO / Vista: 3.9x Advent Software / SS&C: 6.4x -5% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% Target NTM EBITDA Margin (%) > 25% NTM Rev. Growth + EBITDA Margin < 25% NTM Rev. Growth + EBITDA Margin Notes: 1. Based on street estimates for target companies at time of transaction 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics CONFIDENTIAL VALUATION ANALYSIS 28 Infoblox / Vista: 3.6x Ellie Mae / Thoma Bravo: 6.7x CA / Broadcom: 4.3x Ultim PRELIMINARY DRAFT

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Precedent Software Transactions – Valuation Benchmarking 4 Selected Transactions 2013 to Present; >$1Bn Aggregate Value, <20% NTM Revenue Growth AV / NTM Revenue (x) Summary Statistics Max 9.4x 9.4x Top Quartile 7.2x Median 6.1x Bottom Quartile 3.6x Min 2.5x 8.3x 8.0x 7.8x 7.4x 7.0x 6.7x 6.5x 6.4x 6.3x 6.1x 4.6x 4.3x 4.3x 3.9x 3.6x 3.5x 3.2x 3.0x 3.0x 2.5x > 25% NTM Rev. Growth + EBITDA Margin < 25% NTM Rev. Growth + EBITDA Margin Notes: 1. Based on public filings and Wall Street Research reports for target companies at time of transaction (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics CONFIDENTIAL VALUATION ANALYSIS 29 Wookiee Offer $15.00 Implied 4.6x NTM Rev. Mult.(2) PRELIMINARY DRAFT

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Precedent Premiums Paid Premium to 30-Day Average Price(1)(2) R 56% 1st Quartile Median 2nd Quartile Median Overall Median 3rd Quartile Median 4th Quartile Median Notes: 1. 30-day average prices represent trading days 2. Includes selected tech transactions in all verticals since 2013 3. Unaffected date as of 8/14/2019 CONFIDENTIAL VALUATION ANALYSIS 30 44% 38% 30% 18% Wookiee Offer: $15.00 Implied 81% Premium to Unaffected(3) Implied 54% Premium to 30-Day Average Price(1) PRELIMINARY DRAFT

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Yoda Analyst Perspectives R Yoda Analyst Financial Spread(1) $MM, except where noted Sorted by: % Prem. (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. N.A. N.A. N.A. ($0.12) $0.05 N.A. William Blair 06/05/19 Strong Buy N.A. N.A. $761 $898 N.A. N.A. N.A. N.A. ($0.17) ($0.04) N.A. used as Credit Suisse 06/05/19 Buy $20.00 90.7% $756 $868 N.A. $7 $60 N.A. ($0.14) $0.06 N.A. Bank of America 06/25/19 Underperform $12.00 14.4% $762 $850 $1,027 ($13) $41 $51 ($0.16) $0.02 $0.04 Valuation Methodologies Analyst Ratings Sell 11% P / FCF 11% SOTP 11% Buy 22% DCF 33% AV / Rev 45% Hold 67% Notes: 1. Market data and analyst price targets from unaffected date as of 8/14/2019 on Capital IQ CONFIDENTIAL VALUATION ANALYSIS 31 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. N.A. N.A. N.A. ($0.15) $0.09 N.A. 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. N.A. N.A. N.A. ($0.14) ($0.01) N.A. Wedbush 06/05/19 Hold $15.00 43.0% $757 $878 N.A. N.A. N.A. N.A. ($0.15) ($0.04) N.A. PRELIMINARY DRAFT

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APPENDIX A Supplemental Materials 32 CONFIDENTIAL PRELIMINARY DRAFT

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Yoda WACC Analysis • Based on Morgan Stanley standard WACC methodology guidelines Weighted Average Cost of Capital Calculation(1)(2) WACC Calculation Yoda Beta Since IPO(3) 1.80 1.60 1.40 1.20 1.00 0.80 0.60 Apr-18 Sep-18 Feb-19 Jul-19 Barra Predicted Beta Notes: 1. Market data as of 8/19/2019 2. Yoda Barra predicted beta from unaffected date as of 8/14/2019 3. Yoda capitalization from management as of 8/2/2019 CONFIDENTIAL SUPPLEMENTAL MATERIALS 33 Assumption Notes Base Low High Market Risk Premium (MRP) Morgan Stanley Estimated Market Risk Premium 6.0% 6.0% 6.0% (1) Risk Free Rate (Rf) Spot Rate 10-year U.S. Treasury as of 8/19/2019 1.6% 1.6% 1.6% Predicted Beta U.S. Predicted Beta per Barra(2) 1.40 1.40 1.40 Sensitivity Adjustment +/-1.0% from base (1.0%) 1.0% Calculated using the Capital Asset Pricing Cost of Equity (KE) Model 10.0% 9.0% 11.0% Pre-tax Cost of Debt (KD) N.A. N.A. N.A. Debt / Total Capitalization (3) 0.0% 0.0% 0.0% Weighted Average Cost of KE * E/(D+E) + KD * (1-t) * D/(D+E) Capital (WACC) 10.0% 9.0% 11.0% PRELIMINARY DRAFT

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Yoda Capitalization Summary Capitalization Summary $MM, except where noted Unaffected Price Current Price Wookiee Offer Basic Shares Outstanding ('000's) 274,147 274,147 274,147 Outstanding ('000's) Weighted Avg. Exercise Price Weighted Avg. Exercise Price Weighted Avg. Exercise Price Stock-Based Awards Options Restricted Stock Units 39,357 15,273 $8.38 $0.00 $8.38 $0.00 $8.38 $0.00 Fully-Diluted Shares Outstanding ('000's) 289,420 304,960 306,786 Plus: Debt Plus: Minority Interest Less: Cash & Equivalents 0.0 0.7 (808.6) 0.0 0.7 (808.6) 0.0 0.7 (808.6) Notes: 1. Public filings and market data as of 8/19/2019 2. Unaffected date as of 8/14/2019 3. Yoda capitalization from management as of 8/2/2019 CONFIDENTIAL SUPPLEMENTAL MATERIALS 34 Fully-Diluted Aggregate Value $1,594.3 $3,415.8 $3,793.9 Fully-Diluted Equity Value $2,402.2 $4,223.7 $4,601.8 Share Price $8.30 $13.85 $15.00 PRELIMINARY DRAFT

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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. Capitalization detail from company-provided cap table and latest public filings as of 8/2/2019 CONFIDENTIAL SUPPLEMENTAL MATERIALS 35 Yoda Wookiee PRELIMINARY DRAFT

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Legal Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. 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. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purpos es of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. 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. 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. Any views or terms contained herein are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. 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. This document should be read in conjunction with and is subject to the terms of such financial opinion. This document supersedes any previous documents or presentations delivered by Morgan Stanley to the recipient in connection with the proposed transaction. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. 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. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley & Co. Limited, Morgan Stanley Bank International (Milan Branch), Morgan Stanley Saudi Arabia, Morgan Stanley South Africa (PTY) Limited, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd, Morgan Stanley India Company Private Limited, Morgan Stanley Asia Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc, Seoul Branch, Morgan Stanley Canada Limited, Banco Morgan Stanley S.A. and/or Morgan Stanley, SV, SAU. Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. © Morgan Stanley and/or certain of its affiliates. All rights reserved. CONFIDENTIAL 36 PRELIMINARY DRAFT

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Exhibit (c)(7)

Valuation Materials Project Falcon August 22, 2019 CONFIDENTIAL

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SECTION 1 Overview 2 CONFIDENTIAL

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Offer Summary Offer Comparison vs. Unaffected and Current $MM, except per share prices Unaffected Price $8.30 Current Price $13.67 Wookiee Offer $15.00 Premium / (Discount) to: Share Price Unaffected: (08/14/2019) 30-Day Trading Avg. Avg. Since 6/4/2019 90-Day Trading Avg. 52-Week High IPO Price $8.30 $9.73 $9.84 $14.75 $28.85 $15.00 0.0% (14.7%) (15.6%) (43.7%) (71.2%) (44.7%) 64.7% 40.5% 39.0% (7.3%) (52.6%) (8.9%) 80.7% 54.2% 52.5% 1.7% (48.0%) 0.0% Equity Value Aggregate Value $2,402.2 $1,594.3 $4,164.5 $3,356.6 $4,601.8 $3,793.9 AV / Revenue Metric FY20/CY19 FY21/CY20 $760.0 $895.7 2.1x 1.8x 4.4x 3.7x 5.0x 4.2x FY20/CY19 FY21/CY20 $753.0 $843.4 2.1x 1.9x 4.5x 4.0x 5.0x 4.5x FY20/CY19 FY21/CY20 $773.2 $908.5 2.1x 1.8x 4.3x 3.7x 4.9x 4.2x FY20/CY19 FY21/CY20 $789.0 $955.4 2.0x 1.7x 4.3x 3.5x 4.8x 4.0x Notes: 1. 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. 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 capitalization from management as of 8/2/2019 4. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and cash equivalents (aggregate value is synonymous with Total Enterprise Value) OVERVIEW 3 CONFIDENTIAL High Mgmt Mgmt Base Mgmt Low Street

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Yoda Historical Share Price Performance Since IPO Stock Price Trading Statistics As of 08/14/2019 unaffected date Average Share Price ($) Median $30 Last 30 Days Since 6/4/2019 Last 90 Days Last 1 Year $9.73 $9.84 $14.75 $18.06 $9.89 $10.09 $11.28 $18.89 $25 $20 $15.00 per are $15 Yoda (Current) $13.67 $10 Yoda (Unaffected) $8.40 (44%) $5 sales cycle, and execution disappointing quarter. $0 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Notes: 1. Market data as of 8/21/2019; unaffected date as of 8/14/2019 OVERVIEW 4 CONFIDENTIAL 6/12/2018 Q1 FY19: Significant billings and subscription revenue beat in first public quarter; revenue of $155.7MM beat analyst estimates by $15.3MM, EPS of -$0.10 beat by $0.03 Wookiee Offer: Class A Sh 6/4/2019 Q1 FY20: Reported weak billings performance, lower than expected RPO growth, and low customer adds; management cited deal slippage, lengthening challenges as primary reasons for 8/14/2019 (post-market): Public disclosure of potential deal with Wookiee 9/12/2018 Q2 FY19: Reported billings shortfall, demonstrating quarter-to-quarter volatility; revenue of $164.4MM beat analyst estimates by $6.2MM, EPS of -$0.06 beat by $0.03

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Yoda Indexed Stock Price Share Price Indexed to Yoda IPO Date (4/20/2018)(1) (%) 190% 170% 150% 130% Nasdaq +12% Infrastructure Software Comparables (1%)(2) 110% 90% 70% Yoda (Unaffected) (47%) 50% 30% Apr-18 May-18Jun-18 Jul-18 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 Yoda Nasdaq Infrastucture Software Comparables Notes: 1. Market data as of 8/21/2019 2. Infrastructure software comparables set includes Appian, Splunk, Citrix, VMware, Talend, Box, LogMeIn, and Cloudera as shown on pages 19-21 OVERVIEW 5 CONFIDENTIAL 8/14/2019 (post-market): Public disclosure of potential deal with Wookiee

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Yoda Revenue Multiple Over AV / NTM Revenue since 4/20/2018 IPO Time NTM AV / Revenue Multiple Statistics As of 08/14/2019 unaffected date 13.0x 12.0x 11.0x 10.0x 9.0x 8.0x 7.0x 6.0x 5.0x Yoda: 4.2x 4.0x 3.0x 2.0x 1.0x Apr-18 May-18Jun-18 Jul-18Aug-18Sep-18Oct-18 Oct-18Nov-18Dec-18Jan-19Feb-19Mar-19Apr-19 May-19 Jun-19 Jul-19Aug-19 Notes: 1. Market data as of 8/21/2019 (Source: Thomson Estimates and company public filings) 2. Range defined as 6/6/2018 to 9/14/2018 3. Range defined as 6/4/2019 to 8/14/2019 OVERVIEW 6 CONFIDENTIAL Overheated Growth Expectations Avg. AV / Rev: 10.2x(2) AverageMedian Last 30 Days 2.5x 2.6x Since 6/4/2019 2.8x 2.9x Last 90 Days 4.6x 3.2x 52-Week 6.2x 6.6x Concerns Over Growth and Execution Avg. AV / Rev: 2.8x(3) 6/4/2019 Q1 FY20: Reported weak billings performance, lower than expected RPO growth, and low customer adds; management cited deal slippage, lengthening sales cycle, and execution as primary reasons for disappointing quarter. Wookiee Offer: 4.6x 8/14/2019 (post-market): Public disclosure of potential deal with Wookiee

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SECTION 2 Case Comparison 7 CONFIDENTIAL

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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. Consensus estimates as of 4/10/2019 2. From unaffected date as of 8/14/2019 3. Full consensus (shown only on this page) is different from street case based on single Wall Street broker report 4. Percentage points (ppts) defined as percentage point difference CASE COMPARISON 8 CONFIDENTIAL Net Income ($38) $27 $101 ($41) $11 $81 EBIT ($37) $26 $89 ($45) $8 $66 EBITDA ($21) $42 $119 ($30) $31 $93 Gross Profit $554 $713 $908 $535 $653 $811 Revenue $803 $986 $1,193 $761 $889 $1,060 Current (2) As of 4/10/2019 (1)

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Overview of Current Management Cases Average Contract Value (ACV) Sensitivity Assumptions $MM $254 $220 $192 $185 $175 $177 $167 $167 $161 $167 $149 $137 $125 FY18 FY19 FY20 FY21 FY22 Actuals Low Base High Notes: 1. Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 2. LRP defined as management-provided Long Range Plan CASE COMPARISON 9 CONFIDENTIAL Sensitivities to Outlook •Following Q1 FY2020 performance, Yoda sensitized the 3-year outlook based on revised forecast for Q2 FY2020 and FY2020E (revised on 6/25/2019)

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Street vs. Management Case Comparison Revenue EBIT 1,200 120 100 80 60 40 20 0 (20) (40) (60) (80) 1,171 103 1,100 1,063 77 56 35 955 1,000 1,019 936 18 909 900 896 843 16 789 (4) 800 773 753 (29) (11) (39) (45) (57) 658 700 760 600 FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 Street Mgt. Base Mgt. Low Mgt. High Street Mgt. Base Mgt. Low Mgt. High Revenue Growth (%) EBIT Margin (%) 30% 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% -10% 29.1% 8.8% 7.6% 25% 5.3% 3.7% 22.5% 1.9% 21.1% 20.0% 1.7% 20% 17.9% (0.5%) 17.6% 15.6% (3.7%) (1.3%) 17.0% 17.5% 15% (5.1%) (6.0%) (7.6%) 14.5% 13.7% 12.0% 11.0% 10% FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 Street Mgt. Base Mgt. Low Mgt. High Street Mgt. Base Mgt. Low Mgt. High Notes: 1. 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 10 CONFIDENTIAL

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Current Management vs. LRP Comparison(1)(3) $MM unless otherwise noted (2) Delta (%) CY19/FY20 CY20/FY21 CY21/FY22CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (10%) (12.5)ppts (10%) (0.0)ppts N.M. (4.6)ppts (20%) (15.0)ppts (29%) (14.0)ppts % Growth 27% 27% 25% 15% 12% 11% % Margin 70% 75% 78% 70% (114%) (8.3)ppts (84%) (12.3)ppts % Margin (3%) 7% 16% (8%) (1%) 4% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (8%) (10.4)ppts (8%) (0.5)ppts N.M. (3.1)ppts (18%) (15.5)ppts (28%) (16.0)ppts % Growth 28% 33% 33% 18% 18% 17% % Margin 71% 75% 79% 70% (104%) (9.5)ppts (80%) (12.7)ppts % Margin (2%) 9% 18% (5%) (0%) 5% Delta (%) CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 CY19/FY20 CY20/FY21 CY21/FY22 (7%) (9.0)ppts (7%) (0.0)ppts N.M. (2.7)ppts (17%) (14.9)ppts (26%) (15.5)ppts % Growth 29% 36% 38% 20% 21% 23% % Margin 71% 76% 80% 71% (85%) (9.1)ppts (70%) (12.2)ppts % Margin Notes: (1%) 11% 21% (4%) 2% 9% 1. Management-provided cases as of 7/25/2019; Gross Margin FY21 and FY22 estimates not shown because excluded from revised LRP 2. Percentage points (ppts) defined as percentage point difference 3. LRP defined as management-provided Long Range Plan CASE COMPARISON 11 CONFIDENTIAL EBIT($9)$122$340($29)$18$103 Gross Profit$599$869$1,255$560 Revenue$846$1,154$1,590$789$955$1,171 Current High Case As of 4/10/2019 EBIT($14)$99$273($39)($4)$56 Gross Profit$592$830$1,154$545 Revenue$840$1,114$1,478$773$909$1,063 Current Base Case As of 4/10/2019 EBIT($22)$79$217($57)($11)$35 Gross Profit$586$790$1,015$527 Revenue$833$1,058$1,318$753$843$936 Current Low Case As of 4/10/2019

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Operating Case Comparison – Street vs. Management Financial Projections – Street vs. Management Cases(1)(2) $MM, except where noted FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 FY20/CY19 FY21/CY20 FY22/CY21 Notes: 1. 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. Gross margin percentage in FY21 and FY22 from management original LRP (dated 4/10/2019) CASE COMPARISON 12 CONFIDENTIAL Revenue $760.0 $895.7 $1,018.7 $753.0 $843.4 $936.1 ($7.0) ($52.3) ($82.6) $773.2 $908.5 $1,062.9 $13.2 $12.8 $44.2 $789.0 $955.4 $1,170.6 $29.0 $59.7 $151.9 % Growth 15.6% 17.9% 13.7% 14.5% 12.0% 11.0% (107 bps) (585 bps) (274 bps) 17.6% 17.5% 17.0% 201 bps (35 bps) 326 bps 20.0% 21.1% 22.5% 441 bps 324 bps 879 bps Gross Profit $542.0 $672.9 $789.2 $527.0 $632.5 $730.2 ($15.0) ($40.4) ($59.0) $545.0 $681.4 $839.7 $3.0 $8.5 $50.5 $560.0 $726.1 $936.5 $18.0 $53.2 $147.3 % Margin 71.3% 75.1% 77.5% 70.0% 75.0% 78.0% (133 bps) (13 bps) 53 bps 70.5% 75.0% 79.0% (83 bps) (13 bps) 153 bps 71.0% 76.0% 80.0% (34 bps) 87 bps 253 bps EBIT ($45.3) $15.5 $77.1 ($57.0) ($11.0) $35.0 ($11.7) ($26.5) ($42.1) ($39.1) ($4.4) $55.9 $6.2 ($19.9) ($21.2) ($29.0) $18.2 $102.7 $16.3 $2.7 $25.6 % Margin (6.0%) 1.7% 7.6% (7.6%) (1.3%) 3.7% (161 bps) (304 bps) (383 bps) (5.1%) (0.5%) 5.3% 90 bps (222 bps) (231 bps) (3.7%) 1.9% 8.8% 228 bps 17 bps 120 bps EBITDA ($29.6) $28.9 $90.2 ($41.5) $1.6 $47.0 ($11.9) ($27.3) ($43.2) ($23.1) $11.6 $75.9 $6.5 ($17.3) ($14.3) ($13.0) $34.2 $124.7 $16.6 $5.3 $34.5 % Margin (3.9%) 3.2% 8.9% (5.5%) 0.2% 5.0% (161 bps) (304 bps) (383 bps) (3.0%) 1.3% 7.1% 91 bps (195 bps) (171 bps) (1.6%) 3.6% 10.7% 225 bps 35 bps 180 bps Management High Case Spread vs. Street Management Base Case Spread vs. Street Management Low Case Spread vs. Street Street Case

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Operating Case Comparison – Street Subscription vs. Professional Services Revenue vs. Management FY20 / CY19 FY20 / CY19 FY20 / CY19 FY20 / CY19 Prof. Serv. 30% Prof. Serv. 30% Prof. Serv. 30% Prof. Serv. 29% Subs. 71% Subs. 70% Subs. 70% Subs. 70% FY22 / CY21 FY22 / CY21 FY22 / CY21 FY22 / CY21 Prof. Serv. 21% Prof. Serv. 23% Prof. Serv. 25% Prof. Serv. 22% Subs. 75% Subs. 77% Subs. 78% Subs. 79% Notes: 1. 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. High Mgmt. Base Mgmt. Low Street

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Operating Case Comparison 10 Year Projections – CY2019 to CY2028 – Revenue Revenue $MM 3,500 3,311 2,962 3,000 2,620 2,296 2,500 2,315 1,986 2,195 2,000 2,031 1,761 1,694 1,418 1,632 1,607 1,500 1,171 1,428 1,391 955 1,418 84 1,334 1,000 789 1,019 1,272 909 1,198 773 760 658 896 1,116 1,028 936 753 843 500 FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 Street Mgt. Low Mgt. Base Mgt. High Revenue Growth % 35% 29.1% 30% 22.5% 25% 21.1% 21.1% 20.0% 19.5% 20% 17.2% 15.6% 17.9% 17.5% 17.6% 15.6% 17.0% 14.1% 16.4% 13.1% 15.5% 15% 11.8% 14.3% 13.7% 12.3% 14.5% 11.0% 10.6% 10% 9.6% 12.0% 11.0% 8.2% 8.1% 9.8% 8.6% 5.5% 4.0% 5% 6.8% 7.4% 5.4% 6.1% 4.9% 3.7% 0% 2.5% FY19/CY18 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 Street Mgt. Low Mgt. Base Mgt. High Notes: 1. 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 CASE COMPARISON 14 CONFIDENTIAL 12.5% 1,694 1,837 1,505 1,237 1,270 1,3 1,063 1,144

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Operating Case Comparison 10 Year Projections – CY2019 to CY2028 – EBITDA EBITDA $MM 1,000 891 791 800 661 533 600 592 419 404 446 338 400 305 389 292 312 331 246 203 222 172 275 200 125 140 221 157 200 34 116 90 -13 76 79 29 2 12 47 0 -342023 FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 (200) Street Mgt. Low Mgt. Base Mgt. High EBITDA Margin % 30% 26.9% 26.7% 25.6% 25.3% 23.2% 25.2% 25.5% 25% 21.1% 8% 20% 19.1% 18.3% 15% 10.7% 11.3% 13.6% 11.2% 10% 3.6% 5% 7.7% 3.2% 1.3% (1.6%) 5.0% 0% FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 (3.90%) 0.2% -5% (5.5%) -10% Street Mgt. Low Mgt. Base Mgt. High Notes: 1. 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 CASE COMPARISON 15 CONFIDENTIAL 24.1% 23.0% 22.0% 18.0% 20.6% 23. 14.3% 21.1% 15.6% 15.9% 18.4% 15.8% 8.9% 13.1% 7.1% 10.4% 128 489 560

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SECTION 3 Valuation Analysis 16 CONFIDENTIAL

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Yoda Valuation Summary $MM, except where noted Public Trading Multiples (1)(7) 1 $9.24 $11.86 $14.26 $11.63 $8.59 $11.75 Discounted Equity Value Analysis 2 50 $6.79 1 .89 Discounted Cash Flow Analysis 3 $5.94 Precedent Transaction Multiples 4 2.29 47 Precedent Transaction Premiums Historical Trading Ranges (Low - High) Analyst Price Targets $5 $10 $15 $20 $25 $30 Notes: 1. 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 2. Discounted equity value analysis discounts CY2021 values by 1.4 year, CY2022 values by 2.4 years, and CY2023 values by 3.4 years using CY2020 multiples at 10.0% Cost of Equity 3. 10-year DCF assumes valuation date of 8/22/2019 and WACC of 10.0%; uses mid-year convention 4. Precedent transaction valuations from Wall Street research and public filings; management NTM revenue assumes street’s seasonality split (47% of FY20/CY19 + 53% of FY21/CY20) 5. Median of 2nd and 3rd quartile independent company premiums; selected tech transactions in all verticals since 2013 6. Unaffected date as of 8/14/2019; Analyst Price Targets per Capital IQ as of 8/14/2019 7. Yoda capitalization from management as of 8/2/2019 VALUATION ANALYSIS 17 CONFIDENTIAL Reference Data Unaffected Share Price: $8.30 $1 $ $12.18 Wookiee Offer: $15.00 per Class A share FY20/CY19 Street: 2.5x - 3.5x AV / Revenue ($760MM) Mgt. Low: 1.5x - 2.5x AV / Revenue ($753MM) Mgt. Base: 2.5x - 3.5x AV / Revenue ($773MM) Mgt. High: 3.5x - 4.5x AV / Revenue ($789MM) FY21/CY20 Street: 2.0x - 3.0x AV / Revenue ($896MM) Mgt. Low: 1.0x - 2.0x AV / Revenue ($843MM) $5. Mgt. Base: 2.0x - 3.0x AV / Revenue ($909MM) Mgt. High: 3.0x - 4.0x AV / Revenue ($955MM) (1)(2)(7) Street: 2.5x - 3.5x AV / Revenue Mgt. Low: 1.5x - 2.5x AV / Revenue Mgt. Base: 2.5x - 3.5x AV / Revenue Mgt. High: 3.5x - 4.5x AV / Revenue (1)(3)(7) Street: 2.5% - 3.5% PGR, 9.0% - 11.0% WACC Mgt. Low: 2.5% - 3.5% PGR, 9.0% - 11.0% WACC Mgt. Base: 2.5% - 3.5% PGR, 9.0% - 11.0% WACC 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. Low: 2.5x - 3.3x NTM Revenue ($801MM) Mgt. Base: 3.5x - 4.5x NTM Revenue ($845MM) Mgt. High: 4.5x - 6.0x NTM Revenue ($878MM) $ 71 6.69 1.55 11.69 $15.08 $15.13 $21.73 $9.19 $ $8.9 9.34 1 99 $ $8. $10. $9.9 $13.71 7.76 $10 $10.61 $13. $11.3 $12.46 26 8 $15.31 $13.36 $18.9 $ 1 19.48 $8.17 $9.69 $1 $9.55 $14.81 $15.03 $15. (5) 30-Day Average Premium: 20% - 50% ($9.73) (6) Last 30 Trading Days (07/03/19 - 08/14/19) Last 90 Trading Days (04/08/19 - 08/14/19) Last 52 Weeks (08/14/18 - 08/14/19) (6) Present Value (Discounted 1 Year at 10.0% Cost of Equity) $8.30 $8.30 $8.30 $11. 67 $10.81 $14.59 $21.94 $28.8 5 $13.19 $17.28

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Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted and share prices Premium to Street Case Mgmt. Low Case Mgmt. Base Case Mgmt. High Case Average AV / Revenue AV / Revenue AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Unaffected 30-Day 90-Day FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 Wookiee Offer (8/4/2019) $14.00 68.7% 43.9% (5.1%) (51.5%) 68.7% $4,273 $3,465 4.6x 3.9x 4.6x 4.1x 4.5x 3.8x 4.4x 3.6x Wookiee Offer (8/6/2019) $14.50 74.7% 49.1% (1.7%) (49.7%) 74.7% $4,437 $3,629 4.8x 4.1x 4.8x 4.3x 4.7x 4.0x 4.6x 3.8x $14.75 77.7% 51.6% (0.0%) (48.9%) 77.7% $4,520 $3,712 4.9x 4.1x 4.9x 4.4x 4.8x 4.1x 4.7x 3.9x Wookiee Offer (8/14/2019) $15.25 83.7% 56.8% 3.4% (47.1%) 83.7% $4,684 $3,876 5.1x 4.3x 5.1x 4.6x 5.0x 4.3x 4.9x 4.1x $15.50 86.7% 59.3% 5.1% (46.3%) 86.7% $4,766 $3,958 5.2x 4.4x 5.3x 4.7x 5.1x 4.4x 5.0x 4.1x $15.75 89.8% 61.9% 6.8% (45.4%) 89.8% $4,848 $4,040 5.3x 4.5x 5.4x 4.8x 5.2x 4.4x 5.1x 4.2x Notes: 1. Unaffected date as of 8/14/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from management as of 8/2/2019 3. 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 4. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and cash equivalents (aggregate value is synonymous with Total Enterprise Value) VALUATION ANALYSIS 18 CONFIDENTIAL $15.00 80.7% 54.2% 1.7% (48.0%) 80.7% $4,602 $3,794 5.0x 4.2x 5.0x 4.5x 4.9x 4.2x 4.8x 4.0x $14.25 71.7% 46.5% (3.4%) (50.6%) 71.7% $4,355 $3,547 4.7x 4.0x 4.7x 4.2x 4.6x 3.9x 4.5x 3.7x $8.30 $9.73 $14.75 $28.85 $8.30 $760 $896 $753 $843 $773 $909 $789 $955 $8.30 0.0% (14.7%) (43.7%) (71.2%) 0.0% $2,402 $1,594 2.1x 1.8x 2.1x 1.9x 2.1x 1.8x 2.0x 1.7x $13.75 65.7% 41.3% (6.8%) (52.3%) 65.7% $4,191 $3,383 4.5x 3.8x 4.5x 4.0x 4.4x 3.7x 4.3x 3.5x

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Benchmarking CY2019E & CY2020E Yoda – Revenue Metrics 1 Revenue $MM Infrastructure Software Comparables Services Comparables CY2019E Median: $1,005MM CY2020E Median: $1,081MM CY2019E Median: $12,610MM CY2020E Median: $13,203MM 47,020 43,932 17,555 16,689 13,060 12,813 13,346 12,407 8,357 8,629 3,809 3,488 Revenue Growth % Infrastructure Software Comparables Services Comparables CY2019E Median: 14.5% CY2020E Median: 12.3% CY2019E Median: 5.8% CY2020E Median: 6.1% 26% 21% 21% 21% 20% 18% 18% 18% 16% 17% 16% 9% 9% 8% 8% 7% 5% 3% 3% 2% 1% (9%) Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Comparables market data as of 8/21/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 19 CONFIDENTIAL 20% 21% 16%15% 12% 12% 13% 13%12% 10% 5% 5%4% 1% 11,001 10,032 3,119 2,264 2,746 262 305247 298 2,993 789 955773 909760 896753 8431,260 1,324751 838690 779

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Benchmarking CY2019E & CY2020E Yoda – Gross Profit Metrics 1 Gross Profit $MM Infrastructure Software Comparables Services Comparables 14,607 13,553 CY2019E Median: $5,233MM CY2020E Median: $5,627MM 7,0947,156 6,720 6,272 4,194 4,533 2,513 2,470 1,2531,376 Gross Margin % Infrastructure Software Comparables Services Comparables CY2019E Median: 79.1% CY2020E Median: 79.3% CY2019E Median: 34.9% CY2020E Median: 35.0% 88% 88%87% 87% 84% 84% 82% 82% 76% 77% 76% 77% 71% 72% 65% 68% 55% 55% 38% 38% 36% 36% 34% 34% 31% 31% 30% 29% Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Comparables market data as of 8/21/2019 (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 20 CONFIDENTIAL 75%76%75%75% 71%71%70%70% CY2019E Median: $801MM CY2020E Median: $862MM 9,666 8,793 2,600 2,711 6811,032 1,080644563 229171 1,906 2,305 560 726545542 673527 633570492189208

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Benchmarking CY2019E & CY2020E Yoda – Valuation Multiples 1 AV / Revenue (x) 15.4x Infrastructure Software Comparables Services Comparables CY2019E Median: 5.9x CY2019E Median: 2.6x 13.3x CY2020E Median: 5.1x CY2020E Median: 2.4x 9.0x 7.4x 6.7x 6.4x 6.4x 5.8x 5.4x 4.5x 3.7x 3.4x 3.2x 2.8x 2.6x 2.6x 2.5x 2.5x 2.3x 1.9x 1.8x 1.0x 1.0x Infrastructure Software Comparables Services Comparables CY2019E CY2020E Notes: 1. Comparables market data as of 8/21/2019 (Source: Thomson Estimates); Yoda street unaffected date as of 8/14/2019 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 21 CONFIDENTIAL 2.1x 1.8x 2.8x2.8x 2.7x 2.1x 1.9x

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Yoda Discounted Equity Valuation Over CY2021 - CY2023 Revenue Discounted at 10.0% Cost of Equity Time – AV / Revenue 2 | Valuation Date: 8/22/2019 Financial Snapshot $MM, except where noted and share prices Fwd. Revenue Mult. 4.5x 4.5x 4.5x 4.5x Future AV 4,584.2 4,212.6 4,783.1 5,267.7 Less: Net Debt (884.9) (884.9) (884.9) (884.9) Future EV 5,469.1 5,097.4 5,667.9 6,152.6 Future Share Price $19.27 $17.96 $19.98 $21.68 Discounted Equity Valuation - AV / Revenue $MM, except where noted Notes: 1. Assumed cost of equity of 10.0% 2. CY2021 values discounted 1.4 years, CY2022 values discounted 2.4 years, CY2023 values discounted 3.4 years 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 4. Yoda capitalization from management as of 8/2/2019 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. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High 1.5x 2.5x Discounted at 10.0% 3.5x Cost of Equity 4.5x 5.5x $7.42 $7.03 $7.62 $8.12 $7.45 $6.97 $7.83 $8.57 $7.40 $6.79 $8.16 $9.32 $10.55 $9.91 $10.89 $11.71 $10.58 $9.78 $11.21 $12.45 $10.50 $9.52 $11.64 $13.46 $13.68 $12.79 $14.15 $15.31 $13.71 $12.59 $14.60 $16.33 $13.60 $12.24 $15.13 $17.60 $16.81 $15.67 $17.42 $18.91 $16.84 $15.40 $17.98 $20.21 $16.70 $14.97 $18.62 $21.73 $19.94 $18.54 $20.69 $22.51 $19.97 $18.22 $21.37 $24.09 $19.80 $17.69 $22.10 $25.87 Present Share Price $16.81 $15.67 $17.42 $18.91 FY22/CY21 Revenue FY23/CY22 Revenue FY24/CY23 Revenue Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Street Mgt. Low Mgt. Base Mgt. High Revenue $1,019 $936 $1,063 $1,171 $1,144 $1,028 $1,237 $1,418 $1,270 $1,116 $1,428 $1,694 % Growth 13.7% 11.0% 17.0% 22.5% 12.3% 9.8% 16.4% 21.1% 11.0% 8.6% 15.5% 19.5% Illustrative Calculation

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Yoda Discounted Cash Flow Valuation Street Case | Valuation Date: 8/22/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/22/2019; uses mid-year convention 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management-approved extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 VALUATION ANALYSIS 23 CONFIDENTIAL Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 434 434 434 407 407 407 381 381 381 Undiscounted Terminal Value 3,376 3,677 4,033 2,924 3,149 3,409 2,578 2,754 2,952 PV of Terminal Value 1,565 1,705 1,870 1,249 1,345 1,457 1,016 1,085 1,163 Aggregate Value $2,000 $2,139 $2,304 $1,656 $1,752 $1,863 $1,397 $1,466 $1,544 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 45 45 45 43 43 43 41 41 41 Equity Value $2,853 $2,992 $3,157 $2,507 $2,603 $2,714 $2,245 $2,314 $2,393 Implied Share Price $9.68 $10.10 $10.61 $8.63 $8.92 $9.26 $7.76 $8.00 $8.27 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 22% 20% 19% 25% 23% 22% 27% 26% 25% PV of Terminal Value 78% 80% 81% 75% 77% 78% 73% 74% 75% Revenue $760 $896 $1,019 $1,144 $1,270 $1,391 $1,505 $1,607 $1,694 $1,761 $1,761 % Growth 15.6% 17.9% 13.7% 12.3% 11.0% 9.6% 8.2% 6.8% 5.4% 4.0% EBITDA (30) 29 90 128 172 221 275 331 389 446 446 % Margin (3.9%) 3.2% 8.9% 11.2% 13.6% 15.9% 18.3% 20.6% 23.0% 25.3% 25.3% Less: Taxes 0 0 0 (5) (15) (27) (40) (55) (71) (87) (87) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (84) (88) (89) (97) (105) (111) (117) (120) (123) (123) (123) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 80 53 19 19 19 18 17 15 13 10 0 % in Revenue 78.4% 38.8% 15.2% 15.1% 15.1% 15.1% 15.1% 15.0% 15.0% 15.0% - Less: CapEx (11) (12) (14) (16) (17) (19) (20) (21) (22) (23) (23) % of Revenue 1.4% 1.4% 1.4% 1.4% 1.4% 1.3% 1.3% 1.3% 1.3% 1.3% 1.3% uFCF ($44) ($18) $6 $30 $54 $83 $115 $150 $186 $223 uFCF Margin (5.8%) (2.1%) 0.6% 2.6% 4.3% 6.0% 7.7% 9.3% 11.0% 12.7% $213 12.1% Street Forecast Management-Approved Extrapolations

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Yoda Discounted Cash Flow Valuation (cont’d) Management Low Case | Valuation Date: 8/22/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/22/2019; uses mid-year convention 2. Yoda management estimates as of 7/25/2019; Yoda management-approved extrapolations used beyond FY22/CY21; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 VALUATION ANALYSIS 24 CONFIDENTIAL Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 178 178 178 161 161 161 145 145 145 Undiscounted Terminal Value 2,399 2,613 2,866 2,077 2,237 2,422 1,832 1,956 2,098 PV of Terminal Value 1,112 1,211 1,329 888 956 1,035 722 771 826 Aggregate Value $1,290 $1,390 $1,507 $1,048 $1,117 $1,196 $867 $916 $971 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 49 49 49 46 46 46 43 43 43 Equity Value $2,148 $2,247 $2,364 $1,903 $1,971 $2,050 $1,718 $1,767 $1,823 Implied Share Price $7.42 $7.76 $8.17 $6.57 $6.81 $7.08 $5.94 $6.11 $6.30 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 14% 13% 12% 15% 14% 13% 17% 16% 15% PV of Terminal Value 86% 87% 88% 85% 86% 87% 83% 84% 85% Revenue $753 $843 $936 $1,028 $1,116 $1,198 $1,272 $1,334 $1,384 $1,418 $1,418 % Growth 14.5% 12.0% 11.0% 9.8% 8.6% 7.4% 6.1% 4.9% 3.7% 2.5% EBITDA (42) 2 47 79 116 157 200 246 292 338 338 % Margin (5.5%) 0.2% 5.0% 7.7% 10.4% 13.1% 15.8% 18.4% 21.1% 23.8% 23.8% Less: Taxes 0 0 0 0 (2) (12) (24) (36) (49) (61) (61) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (83) (83) (82) (87) (92) (96) (98) (100) (100) (99) (99) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 75 35 14 16 17 18 17 16 14 10 0 % in Revenue 78.4% 38.8% 15.2% 17.3% 19.4% 21.5% 23.6% 25.8% 27.9% 30.0% - Less: CapEx (11) (12) (13) (15) (17) (19) (21) (22) (24) (26) (26) % of Revenue 1.4% 1.4% 1.4% 1.4% 1.5% 1.6% 1.6% 1.7% 1.7% 1.8% 1.8% uFCF ($60) ($57) ($34) ($7) $22 $47 $75 $104 $133 $162 uFCF Margin (8.0%) (6.8%) (3.6%) (0.7%) 2.0% 4.0% 5.9% 7.8% 9.6% 11.4% $151 10.7% Mgt. Low Case Provided by Management

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Yoda Discounted Cash Flow Valuation (cont’d) Management Base Case | Valuation Date: 8/22/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/22/2019; uses mid-year convention 2. Yoda management-provided estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 VALUATION ANALYSIS 25 CONFIDENTIAL Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 776 776 776 727 727 727 682 682 682 Undiscounted Terminal Value 4,377 4,768 5,229 3,791 4,083 4,420 3,343 3,570 3,828 PV of Terminal Value 2,030 2,211 2,425 1,620 1,744 1,889 1,317 1,407 1,508 Aggregate Value $2,806 $2,987 $3,201 $2,347 $2,472 $2,616 $1,999 $2,088 $2,190 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 52 52 52 50 50 50 48 48 48 Equity Value $3,666 $3,847 $4,061 $3,205 $3,330 $3,474 $2,854 $2,944 $3,045 Implied Share Price $12.15 $12.70 $13.36 $10.75 $11.13 $11.57 $9.69 $9.96 $10.27 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 28% 26% 24% 31% 29% 28% 34% 33% 31% PV of Terminal Value 72% 74% 76% 69% 71% 72% 66% 67% 69% Revenue $773 $909 $1,063 $1,237 $1,428 $1,632 $1,837 $2,031 $2,195 $2,315 $2,315 % Growth 17.6% 17.5% 17.0% 16.4% 15.5% 14.3% 12.5% 10.6% 8.1% 5.5% EBITDA (23) 12 76 140 222 312 404 489 560 592 592 % Margin (3.0%) 1.3% 7.1% 11.3% 15.6% 19.1% 22.0% 24.1% 25.5% 25.6% 25.6% Less: Taxes 0 0 0 (4) (23) (44) (66) (87) (104) (112) (112) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (85) (89) (93) (105) (118) (130) (142) (152) (159) (162) (162) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 50 43 47 52 57 61 64 65 65 63 0 % in Revenue 43.2% 31.8% 30.5% 29.9% 29.8% 29.9% 31.3% 33.5% 39.7% 52.3% - Less: CapEx (16) (16) (20) (22) (26) (30) (34) (37) (40) (42) (42) % of Revenue 2.1% 1.8% 1.9% 1.8% 1.8% 1.8% 1.9% 1.8% 1.8% 1.8% 1.8% uFCF ($74) ($50) $10 $61 $113 $169 $226 $278 $321 $339 uFCF Margin (9.6%) (5.5%) 0.9% 4.9% 7.9% 10.3% 12.3% 13.7% 14.6% 14.6% $276 11.9% Mgt. Base Case Provided by Management

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Yoda Discounted Cash Flow Valuation (cont’d) Management High Case | Valuation Date: 8/22/2019 3 FY20/CY19 - FY29/CY28 Free Cash Flow Build $MM, except where noted Terminal Value FY20/CY19 FY21/CY20 FY22/CY21 FY23/CY22 FY24/CY23 FY25/CY24 FY26/CY25 FY27/CY26 FY28/CY27 FY29/CY28 FY20/CY19 - FY29/CY28 Discounted Cash Flow Valuation $MM, except where noted Notes: 1. Assumes valuation date of 8/22/2019; uses mid-year convention 2. Yoda management-provided estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Federal net operating loss carryforwards of $55.7MM and tax credit carryforwards of $15.7MM per latest 10-K filed 3/29/2019 VALUATION ANALYSIS 26 CONFIDENTIAL Discount Rate 9.0% PGR 2.5% 3.0% 3.5% 10.0% 2.5% 3.0% 3.5% 11.0% 2.5% 3.0% 3.5% Present Value of: FY20/CY19 - FY29/CY28 Cash Flows 1,288 1,288 1,288 1,213 1,213 1,213 1,143 1,143 1,143 Undiscounted Terminal Value 6,761 7,363 8,076 5,855 6,306 6,827 5,163 5,514 5,912 PV of Terminal Value 3,135 3,414 3,745 2,502 2,694 2,917 2,034 2,173 2,329 Aggregate Value $4,422 $4,702 $5,032 $3,714 $3,907 $4,129 $3,177 $3,315 $3,472 Less: Net Debt (Current) (808) (808) (808) (808) (808) (808) (808) (808) (808) Plus: Present Value of NOLs & Tax Credits 47 47 47 45 45 45 44 44 44 Equity Value $5,277 $5,557 $5,887 $4,567 $4,760 $4,983 $4,029 $4,167 $4,324 Implied Share Price $17.05 $17.90 $18.91 $14.90 $15.48 $16.16 $13.26 $13.68 $14.15 % of Total Aggregate Value FY20/CY19 - FY29/CY28 Cash Flows 29% 27% 26% 33% 31% 29% 36% 34% 33% PV of Terminal Value 71% 73% 74% 67% 69% 71% 64% 66% 67% Revenue $789 $955 $1,171 $1,418 $1,694 $1,986 $2,296 $2,620 $2,962 $3,311 $3,311 % Growth 20.0% 21.1% 22.5% 21.1% 19.5% 17.2% 15.6% 14.1% 13.1% 11.8% EBITDA (13) 34 125 203 305 419 533 661 791 891 891 % Margin (1.6%) 3.6% 10.7% 14.3% 18.0% 21.1% 23.2% 25.2% 26.7% 26.9% 26.9% Less: Taxes 0 0 (0) (17) (39) (65) (91) (120) (151) (173) (173) % Tax Rate 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% 28.9% Less: SBC (87) (93) (102) (120) (140) (159) (178) (196) (215) (232) (232) % of Revenue (11.0%) (9.8%) (8.7%) (8.5%) (8.2%) (8.0%) (7.7%) (7.5%) (7.2%) (7.0%) (7.0%) Less: NWC 67 52 61 70 80 88 96 104 110 114 0 % in Revenue 51.0% 31.3% 28.3% 28.3% 28.9% 30.2% 31.0% 32.1% 32.1% 32.7% - Less: CapEx (16) (16) (22) (25) (31) (36) (42) (48) (54) (60) (60) % of Revenue 2.0% 1.7% 1.9% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% uFCF ($49) ($23) $61 $111 $176 $247 $319 $400 $481 $540 uFCF Margin (6.2%) (2.4%) 5.2% 7.8% 10.4% 12.4% 13.9% 15.3% 16.2% 16.3% $426 12.9% Mgt. High Case Provided by Management

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Precedent Software Transactions – Operational Benchmarking Selected Transactions 2013 to Present; >$1Bn Aggregate Value 4 NTM Revenue Growth + NTM EBITDA Margin (%) 46% 45% 41% 39% 39% 38% 38% 37% 31% 31% 31% 30% 29% 29% 28% 28% 27% 20% 0% (2%) (8%) NTM EBITDA Margin % Notes: 1. Based on street estimates for target companies at time of transaction 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics NTM Revenue Growth % VALUATION ANALYSIS 27 CONFIDENTIAL 40% 39% 42% 36% 40% 27% 37% 35% 30% 24% 16% 24% 35% 9% 32% 18% 24% 28% 39% 26% 22% 14%14%13%14% 9% 3%4%3% 28% 12% 8% 16% 12% 2% 25% 25% 11% 21%21% 21% 6% 21% 16% 14% 18% 16% 16% 15% 14% 13% 7% 6% 6% 6% 3% 3%

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Precedent Software Transactions – Operational Selected Transactions 2013 to Present; >$1Bn Aggregate Value Target NTM Revenue Growth (%) 40% MuleSoft / Salesforce: 15.7x Benchmarking 4 R² = 0.6113 35% 30% Demandware / Salesforce: 9.1x ExactTarget / Salesforce: 6.5x 25% Concur / SAP: 9.9x NetSuite / Oracle: 8.4x RightNow / Oracle: 6.1x 20% Responsys / Oracle: 6.3x AVG Technologies / Avast: 3.0x Yoda Cvent / Vista: 6.5x ate Software / H&F et al.: 8.0x Red Hat / IBM: 9.4x Apptio / Vista: 7.0x Qlik / Thoma Bravo: 3.5x 15% Ariba / SAP: 7.4x Quest Software / Dell: 2.5x Informatica / Permira: 4.3x Callidus / SAP: 8.3x 10% Solera / Vista: 4.6x 5% BMC Software / Bain Capital: 3.0x Riverbed / Thoma Bravo: 3.2x 0% TIBCO / Vista: 3.9x Advent Software / SS&C: 6.4x -5% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% Target NTM EBITDA Margin (%) > 25% NTM Rev. Growth + EBITDA Margin < 25% NTM Rev. Growth + EBITDA Margin Notes: 1. Based on street estimates for target companies at time of transaction 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 28 CONFIDENTIAL Infoblox / Vista: 3.6x Ellie Mae / Thoma Bravo: 6.7x CA / Broadcom: 4.3x Ultim

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Precedent Software Transactions – Valuation Benchmarking 4 Selected Transactions 2013 to Present; >$1Bn Aggregate Value, <20% NTM Revenue Growth AV / NTM Revenue (x) Summary Statistics Max 9.4x 9.4x Top Quartile 7.2x Median 6.1x Bottom Quartile 3.6x Min 2.5x 8.3x 8.0x 7.8x 7.4x 7.0x 6.7x 6.5x 6.4x 6.1x 4.6x 4.3x 4.3x 3.9x 3.6x 3.5x 3.2x 3.0x 3.0x 2.5x > 25% NTM Rev. Growth + EBITDA Margin < 25% NTM Rev. Growth + EBITDA Margin Notes: 1. Based on public filings and Wall Street Research reports for target companies at time of transaction (Source: Thomson Estimates) 2. Yoda street estimates based on Wall Street research as of 6/5/2019; projections represent non-GAAP metrics VALUATION ANALYSIS 29 CONFIDENTIAL Wookiee Offer $15.00 Implied 4.6x NTM Rev. Mult.(2) 6.3x

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Precedent Premiums Paid Premium to 30-Day Average Price(1)(2) R 1st Quartile Median 2nd Quartile Median Overall Median 3rd Quartile Median 4th Quartile Median Notes: 1. 30-day average prices represent trading days 2. Includes selected tech transactions in all verticals since 2013 3. Unaffected date as of 8/14/2019 VALUATION ANALYSIS 30 CONFIDENTIAL 44% 38% 30% 18% Wookiee Offer: $15.00 Implied 81% Premium to Unaffected(3) Implied 54% Premium to 30-Day Average Price(1) 56%

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Yoda Analyst Perspectives R Yoda Analyst Financial Spread(1) $MM, except where noted Sorted by: % Prem. (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. N.A. N.A. N.A. ($0.12) $0.05 N.A. William Blair 06/05/19 Strong Buy N.A. N.A. $761 $898 N.A. N.A. N.A. N.A. ($0.17) ($0.04) N.A. used as Credit Suisse 06/05/19 Buy $20.00 90.7% $756 $868 N.A. $7 $60 N.A. ($0.14) $0.06 N.A. Bank of America 06/25/19 Underperform $12.00 14.4% $762 $850 $1,027 ($13) $41 $51 ($0.16) $0.02 $0.04 Valuation Methodologies Analyst Ratings Sell 11% P / FCF 11% SOTP 11% Buy 22% DCF 33% AV / Rev 45% Hold 67% Notes: 1. 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. N.A. N.A. N.A. ($0.15) $0.09 N.A. 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. N.A. N.A. N.A. ($0.14) ($0.01) N.A. Wedbush 06/05/19 Hold $15.00 43.0% $757 $878 N.A. N.A. N.A. N.A. ($0.15) ($0.04) N.A.

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APPENDIX A Supplemental Materials 32 CONFIDENTIAL

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Yoda WACC Analysis • Based on Morgan Stanley standard WACC methodology guidelines Weighted Average Cost of Capital Calculation(1)(2) WACC Calculation Yoda Beta Since IPO(3) 1.80 1.60 1.40 1.20 1.00 0.80 0.60 E D Capital (WACC) Apr-18 Sep-18 Feb-19 Jul-19 Barra Predicted Beta Notes: 1. Market data as of 8/21/2019 2. Yoda Barra predicted beta from unaffected date as of 8/14/2019 3. Yoda capitalization from management as of 8/2/2019 SUPPLEMENTAL MATERIALS 33 CONFIDENTIAL Assumption Notes Base Low High Market Risk Premium (MRP) Morgan Stanley Estimated Market Risk Premium 6.0% 6.0% 6.0% (1) Risk Free Rate (Rf) Spot Rate 10-year U.S. Treasury as of 8/21/2019 1.6% 1.6% 1.6% Predicted Beta U.S. Predicted Beta per Barra(2) 1.40 1.40 1.40 Sensitivity Adjustment +/-1.0% from base (1.0%) 1.0% Calculated using the Capital Asset Pricing Cost of Equity (KE) Model 10.0% 9.0% 11.0% Pre-tax Cost of Debt (KD) N.A. N.A. N.A. Debt / Total Capitalization (3) 0.0% 0.0% 0.0% Weighted Average Cost of K * E/(D+E) + K * (1-t) * D/(D+E) 10.0% 9.0% 11.0%

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Yoda Capitalization Summary Capitalization Summary $MM, except where noted Unaffected Price Current Price Wookiee Offer Basic Shares Outstanding ('000's) 274,147 274,147 274,147 Outstanding ('000's) Weighted Avg. Exercise Price Weighted Avg. Exercise Price Weighted Avg. Exercise Price Stock-Based Awards Options Restricted Stock Units 39,357 15,273 $8.38 $0.00 $8.38 $0.00 $8.38 $0.00 Fully-Diluted Shares Outstanding ('000's) 289,420 304,647 306,786 Plus: Debt Plus: Minority Interest Less: Cash & Equivalents 0.0 0.7 (808.6) 0.0 0.7 (808.6) 0.0 0.7 (808.6) Notes: 1. Public filings and market data as of 8/21/2019 2. Unaffected date as of 8/14/2019 3. Yoda capitalization from management as of 8/2/2019 SUPPLEMENTAL MATERIALS 34 CONFIDENTIAL Fully-Diluted Aggregate Value $1,594.3 $3,356.6 $3,793.9 Fully-Diluted Equity Value $2,402.2 $4,164.5 $4,601.8 Share Price $8.30 $13.67 $15.00

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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. Capitalization detail from latest public filings and company-provided capitalization table as of 8/2/2019 SUPPLEMENTAL MATERIALS 35 CONFIDENTIAL Yoda Wookiee

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Limited, Morgan Stanley Bank International (Milan Branch), Morgan Stanley Saudi Arabia, Morgan Stanley South Africa (PTY) Limited, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd, Morgan Stanley India Company Private Limited, Morgan Stanley Asia Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc, Seoul Branch, Morgan Stanley Canada Limited, Banco Morgan Stanley S.A. and/or Morgan Stanley, SV, SAU. Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved. © Morgan Stanley and/or certain of its affiliates. All rights reserved. 36 CONFIDENTIAL

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Exhibit (c)(9)

 

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

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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. 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. 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. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. 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. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard is acting as investment banker to the Special Committee of the Board of Directors of Vail, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice.

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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

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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

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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

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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. Implementation & Other Services Architecture Raven RavenRavenRavenRaven ApplicationContainerFunctionServices ServiceServiceServiceMarketplace Monitoring & Logging Services Security Services Networking Services BOSHEmbedded OS vSphereOpenstackAWSGoogleAzureMulti-Cloud Raven App Service  Flagship cloud-native application platform enabling enterprises to deploy and operate customer software securely and at scale across both private and public clouds Raven Container Service  Container management platform launched in conjunction with Google and Vail in August 2017  Allows enterprises to deploy and operate Kubernetes in an enterprise-grade manner across both private and public cloud environments Raven Function Service  Multi-cloud Function-as-a-Service platform enables enterprises to develop, run and manage applications composed of event-driven functions  Designed to allow customers to write only the function Raven necessary to accomplish a given task while the platform provides all of the other necessary runtime capabilities Raven Services Marketplace  Marketplace provides customers access to Raven and partner products that deploy and operate on PCF  Services such as MySQL, Raven Cloud Cache, Redis, RabbitMQ and partner products including Apigee, AppDynamics, Black Duck, Dynatrace, MongoDB, Splunk and more have been integrated into the Raven platform Labs Raven Cloud Foundry (“PCF”)

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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 is a Combination of Emerald / Vail Assets Raven was created as a roll-up of application, data and cloud infrastructure assets spun-off by Vail and Emerald – Emerald was acquired by Diamond in 2015 • • Contributed by Vail An in-memory stream processing technology that combines stream data processing capabilities with traditional database management Acquired by Vail in 2010 for ~$45m1 • • Contributed by Emerald Provides the core analytics foundation of Raven; consists of an analytics platform, file storage and a data management solution Acquired by Emerald in 2010 for $400m (13.8x LTM revenue)1 • • • • Contributed by Emerald Agile software development consulting firm that enables application development in a matter of days (vs. months) via unique project management capabilities Acquired by Emerald in 2012 for an undisclosed amount • • • Contributed by Vail End-to-end analytics platform; provides predictive analytics that focus on tracking & monitoring online application behavior Acquired by Vail in 2012 for an undisclosed amount • • Contributed by Vail Eclipse-based application development framework for building Java-based applications with platform agnostic deployments Acquired by Vail in 2009 for $362m (12.1x LTM revenue)1 • • Contributed by Vail Open source platform for developing, deploying, and managing cloud applications Acquired by Vail in 2009 for an undisclosed amount • • • Source: RBC report as of June 19, 2013 and 451 Research. 3 1 Estimate from 451 Research. Raven Raven

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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 Ownership Overview (Shares and $ in millions) Basic Ownership (%)1 Investor Share Class Shares Fully Diluted Ownership (%) Market Value 44.8% $1,301 (70% voting) 15.1% 438 (24% voting) Source: Raven management, company filings and FactSet as of 7/26/2019. 4 1 2 Based on 271.9m basic shares outstanding as of May 31, 2019. Represents dilution impact of options and RSUs using treasury stock method. Raven has 14.9m RSUs and 41.0m options outstanding. Class B 10 votes / share 131.3 48.3% Class B 10 votes / share 44.2 16.3% Public Float Class A 1 vote / share 96.4 35.5% (5% voting) 32.9% 955 Basic Totals 271.9 100.0% 92.8% $2,695 Stock Options & RSUs2 21.2 --7.2% 210 Fully Diluted Total 293.1 --100.0% $2,904 Memo: Ford Stake (included in Public Float) Class A 1 vote / share 17.5 6.4% (1% voting) 6.0% 174 Vail Diamond

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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 Helps Large Enterprises Adopt a Different Style of Software Development 383 Customers1 83 Subscription Customers in Fortune 500 33% Fortune 100 Penetration Total Cloud Adoption Program (TCAP) Customers2 25 Software deals closed in FY19 over $1m (15 deals closed over $10m) 55 Source: Public filings, Wall Street research and Raven management. 1 2 Number of customers as of Q1 FY’20 that have a subscription contract for Raven software resulting in at least $50,000 of annual revenue. TCAP represents customers that have purchased enterprise agreements for unlimited consumption of Raven products (versus usage-based pricing). 5 “[Raven’s] goal is to transform how organizations build cloud-native software leveraging its PCF software platform and Labs services” “With Labs, [Raven] helps customers co-develop new applications and re-write legacy applications while accelerating software development, streamlining IT operations and ultimately driving self-sustaining business transformation” “Through this combination of PCF and Labs, many of their customers we spoke with saw developer productivity increase by 50% or more.” RBC May 15, 2018 “Raven helps large enterprise customers achieve a faster pace of innovation. The company improves how development teams collaborate and removes the obstacles hindering productivity, with an application platform that automates complicated, timeconsuming tasks. These strengths, along with the ability to run in the leading public and private cloud environments, well position Raven to sustain 35%+ growth thru 2020 in a ~$22B opportunity “The ability of PCF to run on premise, in the major public clouds, as well as in the leading private clouds, directly addresses the enterprise need for a single platform that can be deployed across all environments, alleviating concerns on vendor lock-in.” MORGAN STANLEY June 5, 2019 / May 15, 2018 Key Customer Statistics Raven’s Value Proposition According to Equity Research

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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 Diligence Update Developer-Centric Industry Themes – Industry Trends Driving Transaction Rationale Combined Portfolio Vision Agile Development Software engineering framework that promotes iterative development throughout a project’s life cycle and close collaboration between software development teams and end users Operations DevOps Set of software development practices that combines software development and IT operations to shorten development life-cycles Infrastructure as Code Vail Cloud Compatibility List Process where development teams automatically manage and provision the technology stack for an application through software interfaces rather than using manual processes A Vail provides core IaaS Services Vail and Raven jointly provide Kubernetes container management C Raven provides an Application Platform B Vail Contribution Raven Contribution 6 AHybrid Clouds Vail Cloud Foundation / Hardware Combined Portfolio Vision and Assets Applications CloudHealth Wavefront Bitnami Multi / Hybrid Cloud Management & Heptio NSX Service Mesh vRealize BContainer Platform (Kubernetes) Essential OSSEnterprise PKSCloud PKS CApplication Platform Raven ApplicationServices ServiceRaven Function ServiceMarketplace

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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 Key Performance Indicators – Public View ($ in millions) Billings Evolution Customer Growth Remaining Performance Obligations Previous Street Estimate 23 $329 6 Net New Logos vs. Street Expectations of 23 +21% YoY $990 Billings down RPO decline driven by bookings miss +10% $169 $121 $108 Remaining Performance Obligations Net New Customers Total Billings YoY Growth Price Performance Since IPO $30 20 10 0 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Oct-18 Nov-18Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Source: Raven S-1, company filings, FactSet as of 7/26/19. Note:Q1’18 to Q4’18 billings growth rates per Morgan Stanley research as of May 15, 2018. Raven fiscal year ends January 31st. 7 $15.00 Q1 FY’20 Earnings Announcement: (41%) IPO Price $9.91 (33.9%) $820$800$790$790 YoY $880 20 6 17 1514 15 5 7 9 23% YoY $223 47% $136 $131 37% $176 63% $133 39% 1% (23%) 19% 1% 17%

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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 Wall Street ($ per share) Reactions to Raven Q1 Performance Broker Pre-Q1 Post-Q1 Change ($) Change (%) $28.00 $21.00 ($7.00) (25%) 27.00 21.00 (6.00) (22%) 25.00 20.00 (5.00) (20%) 27.00 18.00 (9.00) (33%) 26.00 18.00 (8.00) (31%) 26.00 15.00 (11.00) (42%) 21.00 15.00 (6.00) (29%) 22.00 14.00 (8.00) (36%) Equity Research Price Target Declined ~30% (June 4th) (Current) 8 Source: Bloomberg, FactSet as of 7/26/19. Trading Range $18.54 $9.91 “Q1 results raised more questions around the Pivotal investment case. Pivotal is seeing elongated sales cycle and sales execution issues driven by an evolving technology landscape…to us, this does not sound like a quick fix and expect some deterioration in underlying growth” – Barclays (6/5/19) Mean Median $25.25 $17.75 ($7.50) (30%) $26.00 $18.00 ($7.50) (31%) “We come away questioning the deeper impact of Kubernetes on the business, and the true addressable market size. Strategically, we believe Raven’s PAS on Kubernetes is well situated to play in containerized architecture, and while very early days for production enterprise workloads, it’s a shift that is at best slowing down customer decisions and possibly worse, may prove somewhat deflationary.” - Credit Suisse (6/5/19) “Raven delivered what we view as a weak first-quarter print. 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

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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. 9 1 Percentages on dollar basis reflect data for customers with ACV greater than $750K. Total:$112

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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 ACV Analysis and Forecast – Diligence Update ($ in millions) PCF ACV: New vs. Expansion FY’2020 ACV Forecast by Quarter – Raven Management Forecast $71 Expansion N $66 $7 $5 $4 $2 New Logos ACV % of Total 64% 42% 53% 28% 61% 31% 23% 15% 35% 24% 31% 11% 29% Deal Count & Average PCF ACV Per New Logo 2H’20 Total Software ACV Pipeline Coverage – Raven Management Forecast Implied 70 Conversion Rates Coverage PCF - New 44 32 30 PCF - Expansion ~$175 49% 2.1x 119K Data Q1'18A Q2'18A Q3'18A Q4'18A Q1'19A Q2'19A Q3'19A Q4'19A Q1'20A Qualified Pipeline Forecast New Deal Count Expansion Deal Count Average PCF ACV per Deal in-line with historical trends 10 Source: Raven management. Note:Raven fiscal year ends January 31st. Q1'17A Q2'17A Q3'17A Q4'17A Q1'18A Q2'18A Q3'18A Q4'18A Q1'19A Q2'19A Q3'19A Q4'19A Q1'20A Management’s forecasted conversion rates New Logo ACV has declined by ~80% in 2 years ~$115 ~$15 ~$85 ~$30 ~$10 $597K62 46 35 36 38 50 26 34 20 21 15 17 $ 16 11 24 24 24 24 19 18 19 16 15 13%7.7x 33%3.0x $30 $80 $39 $11 Q1'20AQ2'20E Q3'20EQ4'20E ew$59 $32 $31 $17 $42 $19 $11 $12$22 $7$5$9 $16 $11 $10 $7 $60 $25 $26 $17 $18 $11 $6$6$8 $59 $24 $19 $7 $8 11 $7 $7 Forecast Driven by Historical Conversion Rates on 2H Pipeline

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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 Forecast Evolution ($ in millions) FY 2020 (Ending January 31, 2020) FY 2021 (Ending January 31, 2021) 10% drop 10% drop $985 $912 $896 $874 $800 $784 $750 $735 $735 Pre-Q1 Post-Q1 Raven LRP Vail Vail In-Vail Case (Post-Q1 Standalone Standalone Mid-Case (Post-Q1, (Post-Q1, Sensitivity) as of 6/25) as of 7/25) 5 point drop 10 point drop 23% 14% 7% Pre-Q1 Post-Q1 Raven LRP Vail Vail In-Vail Case (Post-Q1 StandaloneStandalone Mid-Case (Post-Q1, (Post-Q1, Sensitivity) as of 6/25) as of 7/25) Source: Raven management, Vail management, company filings and Wall Street research as of 7/26/19. Note:Raven fiscal year ends January 31st. 11 18%18%17% 9% Revenue 5% drop6% drop8% drop2% drop $802$762$803$759$840$773 Pre-Q1Post-Q1Pre-Q1Post-Q1 Raven LRP Raven LRPVailVailIn-Vail (Pre-Q1)(Post-Q1 Standalone StandaloneCase GuidanceStreet ConsensusMid-Case (Post-Q1, (Post-Q1, Sensitivity) as of 6/25) as of 7/25) Revenue Growth 6 point drop7 point drop10 point drop2 point drop 28% 18% 12%12% Pre-Q1Post-Q1Pre-Q1Post-Q1 Raven LRP Raven LRPVailVailIn-Vail (Pre-Q1)(Post-Q1 Standalone StandaloneCase GuidanceStreet ConsensusMid-Case (Post-Q1, (Post-Q1, Sensitivity) as of 6/25) as of 7/25) 22%22% 16%15%

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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 Forecast Summary ($ in millions) P&L Forecasts Growth and Margin 29% $1,301 22% $1,067 $1,054 18% 15% 18% 18% 18% 18% 20% $1,131 $912 $896 15% $773 $759 $1,012 $973 $657 $943 $888 17% 13% $800 $784 12% 12% $509 10% $735 $735 9% 7% 4% FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E $1,038 73% $819 $812 $876 55% $671 $669 35% 33% $812 $541 $511 25% 24% $772 24% 22% $713 $682 23% $401 19% $574 $569 $535 $511 28% 28% 12% $259 21% 20% 5% 13% 11% FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E $295 23% 16% 10% 7% $185 $107 $67 1% (0%) (5%) (9%) 5% $13 ($4) 7% 5% ($39) ($69) (11%) (1%) $73 ($71) $49 (4%) (6%) (6%) (9%) ($129) $56 ($8) (25%) ($29) ($46) ($64) ($46) FY'18AFY'19AFY'20EFY'21E FY'22E FY'23E FY'24E FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E Vail Case - Standalone Vail Case - In-Vail Street Consensus Raven LRP Mid Case Sensitivity Source: Vail management, Raven management and FactSet as of 7/26/2019. Note:Raven fiscal year ends January 31st. 12 EBIT Margin (Pre-SBC) EBIT (Pre-SBC) Subscription Revenue Growth Subscription Revenue Revenue Growth Revenue

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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 III Raven Valuation Analysis

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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 Valuation Summary – In-Vail View 12 • Assumed Range: 3.50x – 6.00x $11.59 $17. • 1st Quartile: 3.27x | Median: 4.09x $5,287 • Exit LTM EBIT (Pre-SBC): Exhibited Steep Drop from 5 • Low: 50%, High: 70% 3,365 • Goldman Sachs: $14.00 $2,024 Current: $9.91 $3,000 $12.89 $3,750 $15.17 $4,853 Pre-Q1: $18.54 Source: Company filings, Equity Research consensus and FactSet as of 7/26/19. Note:Valuations based on fully diluted shares outstanding (treasury stock method). Price per share metrics assume that all equity holders receive the same consideration per share. 13 1 Assumes transaction closes on 10/31/19. Implied share price reflects forecast balance sheet as of transaction close. Reference ($ in millions) In-Vail Metric Enterprise Value Implied Share Price Comments Public Company Comparables CY'19 / FY'20 Revenue $735 20 • 1st Quartile: 3.82x | Median: 4.97x $2,574 $4,4 CY'20 / FY'21 Revenue $800 • Assumed Range: 3.25x – 5.00x $2,599 $3,998 $11.66 $15.93 Precedent Transactions LTM Revenue $696 • Assumed Range: 3.50x – 5.75x • Oracle / Opower: 3.53x • Vista / Xactly: 5.61x $2,438 $4,005 $11.17 $15.95 NTM Revenue $767 $3,646 $14.86 • Assumed Range: 3.25x – 4.75x • Oracle / Opower: 3.25x • Vista / Xactly: 4.77x $2,494 $11.34 Sum of the Parts Reportable Segments (FY'21) Subscription Revenue: $574 Services Gross Profit: $48 • Assumed Ranges: 4.00x – 6.50x FY’21 Subscription Revenue | 3.0 – 8.5x FY’21 Services GP $2,440 $4,141 $11.18 $16.37 Discounted Cash Flow (Vail Management Projections) 5 Years WACC: 9.75% - 11.0% • 5-year DCF $4,792 • Exit LTM EBIT (Pre-SBC): $18.1218.5x – 23.5x $3,621 $14.54 11 Years WACC: 9.75% - 11.0% $3,683 • 11-year DCF $14.73 $19.63 12.5x – 17.5x Premiums Paid Paid to All Shareholders Current Share Price: $9.91 • Transactions where Target 52-Week High $3,648 $4,298 $14.87 $16.8 Analyst Price Targets Price Per Share High: $21.00 Low: $14.00 $ $ $5,660 • Needham / Keybanc: $21.00 14.00 $21.00

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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 – Standalone View vs. Raven LRP1 (Reference Only) Enterprise Value Raven Valuation ($ in millions) Summary Financial Metric Implied Share Price Comments • Assumed Range: 3.50x – 5.75x • Vista / Xactly: 5.61x 7$2,504 $3,608 $14.74 • Oracle / Opower: 3.25x 01 $2,384 Services Gross Profit: $37 | 3.0 – 8.5x FY’21 Services GP 14 $18.42 Services Gross Profit: $53 2 $2,024 Current: $9.91 $3,000$3,750 $12.89$15.17 $4,853 Pre-Q1: $18.54 Vail Standalone Raven LRP Mid-Case Sensitivity Source: Company filings, Equity Research consensus and FactSet as of 7/26/19. 14 Note: 1 2 Valuations based on fully diluted shares outstanding (treasury stock method). Price per share metrics assume that all equity holders receive the same consideration per share. Raven LRP metrics per management’s mid-case sensitivity model. Assumes 22.0% services gross margin (Pre-SBC) per previous Raven LRP. Reference Public Company Comparables CY'19 / FY'20 Revenue $1 Vail Standalone Case: $735 Raven LRP Mid-Case: $773 $ 7.19 • Assumed Range: 3.50x – 6.00x • 1st Quartile: 3.82x | Median: 4.97x $17.89 1.59 $2,573 $4,411 $1 11.99 $2,706 $4,639 CY'20 / FY'21 Revenue $1 Vail Standalone Case: $784 Raven LRP Mid-Case: $912 • Assumed Range: 3.25x – 5.00x • 1st Quartile: 3.27x | Median: 4.09x $17.65 1.51 $2,548 $3,920 $15.69 $12.78 $2,965 $4,561 Precedent Transactions LTM Revenue $11.1 Vail Standalone Case: $696 Raven LRP Mid-Case: $715 $11.3 • Oracle / Opower: 3.53x 8 7$2,437 $4,004 $15.95 $4,113 $16.2 NTM Revenue $11.2 Vail Standalone Case: $760 Raven LRP Mid-Case: $843 $1 • Assumed Range: 3.25x – 4.75x • Vista / Xactly: 4.77x 7$2,469 2.09$2,739 $4,003 $15.95 Sum of the Parts Reportable Segments (FY'21) Vail Standalone Case Subscription Revenue: $569$11. 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

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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. Peers FY 2020 / CY 2019 FY 2021 / CY 2020 $735 $784 12% 7% 2.75x 2.58x 3.06x 2.87x 3.40x 3.19x 3.74x 3.51x 4.08x 3.83x 4.76x 4.46x 5.44x 5.10x 6.12x 5.74x 7.65x 6.96x 4.97x 4.09x 2 Vail Infra. Peers In-Vail View (Vail Mgmt. Projection) Metric Growth FY 2020 / CY 2019 FY 2021 / CY 2020 $735 $800 12% 9% 2.75x 2.53x 3.06x 2.81x 3.40x 3.13x 3.74x 3.44x 4.08x 3.75x 4.76x 4.38x 5.44x 5.00x 6.12x 5.63x 7.65x 6.96x 4.97x 4.09x 2 Raven Mgmt. LRP (Mid Case Sensitivity) Metric Growth Vail Infra. Peers FY 2020 / CY 2019 FY 2021 / CY 2020 18% 18% 2.62x 2.22x 2.91x 2.47x 3.23x 2.74x 3.56x 3.01x 3.88x 3.29x 4.53x 3.84x 5.17x 4.38x 5.82x 4.93x 7.65x 6.96x 4.97x 4.09x $773 $912 Source: Company filings, FactSet as of 7/26/2019. 15 Note: 1 2 Raven and Vail fiscal years end January 31st. FY financials used as proxy for prior CY metrics for Raven and Vail. Premium paid to public float including Ford. Assumes Diamond and Vail shares are valued at current market prices. Infrastructure peers include: Dropbox, Box, SailPoint, Cloudera, Appian, Talend, Carbon Black and Nutanix. Premium Paid Only to Public Float1 Premium Paid to All Shareholders Illustrative Comparable Range: 3.25x – 5.00x FY 2021 Revenue Comparable Companies Implied EV / Revenue Multiples Implied Share Price $9.91 $11.39 $13.04 $14.68 $16.32 $19.60 $22.88 $26.16 Illustrative Premium: 50% – 70% Illustrative Premium: 50% – 70% Implied Share Price $9.91 $10.60 $11.36 $12.12 $12.89 $14.41 $15.94 $17.46 Equity Value $2,904 $3,130 $3,380 $3,630 $3,880 $4,380 $4,880 $5,380 Enterprise Value $2,024 $2,250 $2,500 $2,750 $3,000 $3,500 $4,000 $4,500

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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 Benchmarking Raven to Public Infrastructure Peers CY’19E-CY’21E Revenue CAGR vs. CY’20E EBIT Margin (Pre-SBC) 50% 25% Salesforce, 6.5x Splunk, 8.2x FireEye, 3.8x SailPoint, 5.9x 0% Talend, 5.8x Appian, 9.0x Raven (In-Vail), 2.5x Raven (Standalone), 2.6x (25%) (50%) 0% 5% 10% 15% 20% 25% Source: FactSet as of 7/26/2019. 16 Multiples reflect EV/CY’20 revenue. Raven fiscal year ends Jan 31st. FY financials used as proxy for prior CY metrics for Raven and Vail. Note CY’19E-CY’21E Revenue CAGR Oracle, 5.4x Microsoft, 7.1x Vail (Mgmt.), 7.0x Citrix, 4.2xVail (Street), 7.0x SAP, 5.1xCyberArk, 10.6x CommVault, 2.5x Dropbox, 6.0x Raven (Street), 2.3xNew Relic, 7.9x Pegasystems, 6.3xBox, 3.7x MobileIron, 3.3x Cloudera, 1.6x Carbon Black, 4.9x Nutanix, 3.2x Peers with the most comparable financial profile selected for valuation benchmarking Domo, 4.1x CY’20E EBIT Margin (Pre-SBC)

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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 Benchmarking Raven to Public Infrastructure Peers 24.5% 24.4% 11.3% 9.9% 8.2% 6.8% 4.4% 3rd Quartile: 17.8% 17.1% 14.4% 9.5% 8.2% 5.6% 5.2% 3.6% 1.3% (2.0%) (3.6%) (5.8%) (5.9%) (7.7%) (11.9%) (35.9%) 10.5x 3.6x 4.1x 4.1x 3.8x 2.7x 2.7x 1.8x 3rd Quartile: 6.95x The public market valuation of Raven is based on the public view of Raven without the perspective of an In-Vail view 9.0x 4.9x 4.1x 3.8x 3.3x 3.2x 3.7x 2.5x 2.3x 1.6x Source: FactSet as of 7/26/2019. Note:Median and quartile metrics exclude Raven. Raven fiscal year ends Jan 31st. FY financials used as proxy for prior CY metrics for Raven. 17 Valuation Metrics Operating Metrics 1st Quartile: 3.27x Median: 4.09x 3rd Quartile: 5.93x 6.3x6.0x5.9x5.8x Reference Range: 3.25x – 5.0x EV / CY’20E Revenue 7.1x7.0x7.0x6.9x5.8x5.0x 1st Quartile: 3.82x Median: 4.97x Reference Range: 3.5x – 6.0x EV / CY’19E Revenue (22.6%) 1st Quartile: (7.7%) Median: 3.6% 3rd Quartile: 8.2% CY’20E EBIT Margin (Pre-SBC) 1st Quartile: 11.3% Median: 13.9% 17.9% 17.8% 17.8% 17.5% 15.1% 13.9% 13.2% 12.9% 11.8% CY’19E – CY’21E Revenue CAGR

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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 Benchmarking Raven to Precedent Software NTM Revenue Growth vs. NTM EBIT Margin (Pre-SBC) Transactions Transactions with the most comparable financial profile selected for valuation benchmarking Source: Company filings and Factset as of 7/26/19. Note:Multiples indicate EV / NTM Revenue. Raven NTM metrics calculated as 50% of FY’21 and 50% of FY’20. 18

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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 Benchmarking Raven to Public Software Transactions – Operating Metrics NTM Revenue Growth 22% 21% 20% 20% 19% 18% 17% 16% 15% 15% 15% 14% 13% 11% 10% 9% 8% 7% 7% 6% 5% 5% 4% 4% 3% 2% 1% 1 NTM EBIT Margin (Pre-SBC) 37% 34% 20% 21% 19% 17% 17% 17% 14% 14% 13% 12% 9% 8% 7% 4% 2% 0% (9%) (14%) Strategic Sponsor Backed 19 Source: Public filings, FactSet as of 7/26/2019. Note:Raven fiscal year ends Jan 31st. Raven NTM metrics calculated as 50% of FY’21 and 50% of FY’20, Raven LTM metrics calculated as 50% of FY’20 and 50% of FY’19. 24% 22% 22% 21% (6%) (7%) (8%) Median: 14% % Median: 11%

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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 Benchmarking Raven to Public Software Transactions – Valuation Metrics EV / LTM Revenue 13.16x 11.30x 10.74x Reference Range: 3.50x – 5.75x 9.80x 9.65x 8.86x 8.19x 8.00x 7.03x 5.61x 5.29x 5.00x 4.58x 4.31x 4.31x 4.10x 4.02x 3.98x 3.81x 3.55x 3.53x 3.10x 3.08x 2.95x 1.98x EV / NTM Revenue 10.92x 9.43x 9.38x 8.39x Reference Range: 3.25x – 4.75x 8.12x 7.69x 6.79x 6.77x 6.53x 4.77x 4.70x 4.60x 4.27x 4.26x 3.90x 3.88x 3.59x 3.54x 3.49x 3.37x 3.25x 3.08x 2.94x 2.84x 1.92x Strategic Sponsor Backed 20 Source: Public filings, FactSet as of 7/26/2019. Median: 4.27x Median: 4.58x

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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 Benchmarking Raven’s Individual Business Units CY’19E - CY’21E Revenue CAGR vs. CY’19E Gross Margin (Pre-SBC) Infrastructure Peers 100% Raven Subscription (In-Vail) x MobileIron, 3.3x 80% Oracle, 5.4x SAP, 5.1x Talend, 5.8x FireEye, 3.8x Nutanix, 3.2x Pegasystems, 6.3x 60% 40% 20% 0% -5% 0% 5% 10% 15% 20% 25% Software Services Source: FactSet as of 7/26/2019. 21 Note Multiples reflect EV/CY’20 revenue. Raven fiscal year ends Jan 31st. FY financials used as proxy for prior CY metrics for Raven. CY’19E - CY’21E Revenue CAGR Raven Subscription (Standalone) Citrix, 4.2xCyberArk, 10.6x CommVault, 2.5xSplunk, 8.2x New Relic, 7.9 Carbon Black, 4.9x SailPoint, 5.9xDropbox, 6.0xSalesforce, 6.5x Cloudera, 1.6x Box, 3.7xDomo, 4.1x Microsoft, 7.1xAppian, 9.0x IT Services IBM, 2.1xCognizant, 2.0x Genpact, 2.4x DXC, 1.0x Infosys, 3.3x Wipro, 2.0xAccenture, 2.6x Raven Services (Standalone)Raven Services (In-Vail) CY’19E Gross Margin (Pre-SBC)

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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 Sum of the Parts Analysis Implies Multiple Range in line with Raven WholeCo View ($ in millions except per share values) Subscription Benchmarking Median CY’19E – CY’21E Revenue CAGR: 17.8% Median EV/CY’20E Revenue: 6.05x Sum of the Parts (Standalone View) Standalone Metric Multiple Enterprise Value Subscription Services FY'21E Revenue FY'21E Gross Profit $569 37 4.0x 3.0x - - 6.5x 8.5x $2,274 110 - - $3,696 311 Raven Subscription Raven Subscription 12.0x Total EV FY'21 Revenue Plus: Net Cash $784 3.0x - 5.1x $2,384 - $880 $4,007 9.0x FDSO 296.5 306.3 6.0x Premium to Pre-Q1 ($18.54) (40.6%) (13.9%) 3.0x 0.0x 12% 14% 16% 18% 20% 22% CY’19E – CY’21E Revenue CAGR Sum of the Parts (In-Vail View) In-Vail Metric Services Benchmarking Median CY’20E Revenue Growth: 6.4% Median EV/CY’20E Gross Profit: 6.3x Multiple Enterprise Value Subscription Services FY'21E Revenue FY'21E Gross Profit $574 48 4.0x 3.0x - - 6.5x 8.5x $2,295 145 - - $3,729 411 Raven Services Raven Services (In Vail) (Standalone) Total EV FY'21 Revenue Plus: Net Cash $800 3.1x 5.2x $2,440 $4,141 10.0x - - $880 Accenture Infosys 8.0x FDSO 297.0 306.8 6.0x 4.0x 2.0x 0.0x (4.0%) (2.0%) 0% 2% 4% 6% 8% 10% 12% CY’19E – CY’21E Revenue CAGR Source: FactSet as of 7/26/2019. 22 Raven fiscal year ends Jan 31st. FY financials used as proxy for prior CY metrics for Raven. Premium paid to public float including Ford. Assumes Diamond and Vail shares are valued at current market prices. Note 1 EV / CY’20E Revenue EV / CY’20E Gross Profit Share Price (Premium to Public Float Only )1 $13.01 - $25.00 Premium to Current ($9.91) 31.3% 152.2% Premium to Pre-Q1 ($18.54) (29.8%) 34.8% Share Price $11.18 - $16.37 Premium to Current ($9.91) 12.8% 65.1% Premium to Pre-Q1 ($18.54) (39.7%) (11.7%) Equity Value $3,321 - $5,021 IBM Genpact Wipro Cognizant DXC Share Price (Premium to Public Float Only )1 $12.60 - $24.08 Premium to Current ($9.91) 27.2% 143.0% Premium to Pre-Q1 ($18.54) (32.0%) 29.9% Share Price $11.01 - $15.96 Premium to Current ($9.91) 11.1% 61.0% Equity Value $3,265 - $4,887 (Standalone)(In Vail) Appian CyberArk Splunk Dropbox Talend Carbon Black Salesforce BoxClo udera

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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 – Discounted Cash Flow Analysis (5Years) ($ in millions, except per share values) 2018A 2019A 2020E 2021E 2022E 2023E 2024E Revenue % Growth $509 22.4% $657 29.1% $735 11.9% $800 8.7% $943 17.9% $1,131 19.9% $1,301 15.1% EBIT (Pre-SBC) % Margin ($129) (25.2%) ($71) (10.8%) ($69) (9.4%) ($29) (3.6%) $67 7.1% $185 16.4% $295 22.6% SBC $13 $69 $99 $92 $97 $105 $106 EBIT (Post-SBC) % Margin ($142) (27.8%) ($140) (21.3%) ($168) (22.9%) ($121) (15.2%) ($31) (3.2%) $80 7.1% $189 14.5% $42 25.0% $30 25.0% $8 25.0% ($20) 25.0% ($47) 25.0% Taxes % Tax Rate After-Tax EBIT Plus: Depreciation Less: Capex Less: Change in NWC Unlevered Free Cash Flow ($126) 21 (15) (13) ($91) 16 (16) 53 ($23) 18 (19) 26 $60 17 (17) 35 $142 19 (20) 32 ($133) ($38) $3 $95 $174 Terminal LTM EBIT Multiple (Pre-SBC) Terminal LTM EBIT Multiple (Pre-SBC) 18.5x 21.0x 23.5x 18.5x 21.0x 23.5x WACC WACC Terminal LTM EBIT Multiple (Pre-SBC) Terminal LTM EBIT Multiple (Pre-SBC) 18.5x 21.0x 23.5x 18.5x 21.0x 23.5x WACC WACC Source: Vail management. Note:Assumes transaction closes on 10/31/19. Stock-based compensation treated as a cash expense. Raven fiscal year ends January 31st. 23 9.75% 4.19x4.75x5.32x 10.38% 4.19x4.75x5.32x 11.00% 4.19x4.75x5.32x 9.75% 6.6%6.9%7.2% 10.38% 7.2%7.6%7.9% 11.00% 7.8%8.2%8.5% Implied LTM Revenue Multiple Implied Perpetuity Growth Rate 9.75% $4,603$5,099$5,595 10.38% 4,5124,9965,480 11.00% 4,4244,8965,369 9.75% $3,800$4,296$4,792 10.38% 3,7094,1934,677 11.00% 3,6214,0934,566 Equity Value Enterprise Value Historical "In-Vail" View

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DRAFT P R O J E C T R A V E N I I IR A V E N V A L U A T I O N A N A L Y S I S Raven – Discounted Cash Flow Analysis (11 Years) ($ in millions, except per share values) 2018A 2019A 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Revenue % Growth $509 22.4% $657 29.1% $735 11.9% $800 8.7% $943 17.9% $1,131 19.9% $1,301 15.1% $1,462 12.4% $1,629 11.4% $1,797 10.3% $1,954 8.8% $2,094 7.1% $2,189 4.6% EBIT (Pre-SBC) % Margin ($129) (25.2%) ($71) (10.8%) ($69) (9.4%) ($29) (3.6%) $67 7.1% $185 16.4% $295 22.6% $369 25.2% $431 26.4% $493 27.4% $544 27.8% $589 28.1% $619 28.3% SBC $13 $69 $99 $92 $97 $105 $106 $108 $111 $113 $114 $118 $118 EBIT (Post-SBC) % Margin ($142) (27.8%) ($140) (21.3%) ($168) (22.9%) ($121) (15.2%) ($31) (3.2%) $80 7.1% $189 14.5% $261 17.8% $319 19.6% $380 21.1% $430 22.0% $471 22.5% $501 22.9% $42 25.0% $30 25.0% $8 25.0% ($20) 25.0% ($47) 25.0% ($65) 25.0% ($80) 25.0% ($95) 25.0% ($107) 25.0% ($118) 25.0% ($125) 25.0% Taxes % Tax Rate After-Tax EBIT Plus: Depreciation Less: Capex Less: Change in NWC Unlevered Free Cash Flow ($126) 21 (15) (13) ($91) 16 (16) 53 ($23) 18 (19) 26 $60 17 (17) 35 $142 19 (20) 32 $196 18 (18) 31 $240 20 (20) 33 $285 21 (22) 34 $322 19 (20) 33 $353 20 (21) 31 $376 21 (22) 36 ($133) ($38) $3 $95 $174 $227 $272 $318 $354 $383 $410 Terminal LTM EBIT Multiple (Pre-SBC) Terminal LTM EBIT Multiple (Pre-SBC) WACC 12.5x 15.0x 17.5x WACC 12.5x 15.0x 17.5x Terminal LTM EBIT Multiple (Pre-SBC) Terminal LTM EBIT Multiple (Pre-SBC) WACC 12.5x 15.0x 17.5x WACC 12.5x 15.0x 17.5x Source: Vail management. Note:Assumes transaction closes on 10/31/19. Stock-based compensation treated as a cash expense. Raven fiscal year ends January 31st. 24 9.75% 3.53x 4.24x 4.95x 10.38% 3.53x 4.24x 4.95x 11.00% 3.53x 4.24x 4.95x 9.75% 4.4% 5.3% 6.0% 10.38% 5.1% 6.0% 6.6% 11.00% 5.7% 6.6% 7.2% Implied LTM Revenue Multiple Implied Perpetuity Growth Rate 9.75% $4,898 $5,494 $6,090 10.38% 4,686 5,248 5,811 11.00% 4,486 5,017 5,548 9.75% $4,095 $4,691 $5,287 10.38% 3,883 4,445 5,008 11.00% 3,683 4,214 4,745 Equity Value Enterprise Value Historical "In-Vail" View

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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 Selected Transactions Where Target Exhibited Steep Drop From 52-Week High Transactions where the target experienced a steep decline in share price prior to the acquisition exhibited ~50% - 70% premiums Unaffected Discount to 52-Week High Premium / (Discount) to Ann. Date Acquirer Target LTM Price Performance Before Announcement Unaffected 52-Week High $190 145 100 $190 133 days1 10/28/18 (34%) 63% 7% Oct-17 Jan-18Mar-18Jun-18Aug-18Oct-18 $80 45 10 $75 306 days1 06/01/16 (37%) 56% (1%) Jun-15 Aug-15 Oct-15 Jan-16 Mar-16 Jun-16 $45 30 15 59 days1 $38 11/11/18 (40%) 53% (8%) Nov-17 Jan-18 Apr-18 Jun-18 Aug-18 Nov-18 91 days1 $196 $260 175 90 06/13/16 (49%) 50% (24%) Jun-15 Aug-15 Nov-15 Jan-16 Mar-16 Jun-16 $45 30 15 53 days1 $37 12/24/18 (52%) 68% (20%) Dec-17 Mar-18 May-18 Jul-18 Oct-18 Dec-18 $32 20 8 281 days1 8 days2 TBD Vail Raven (61%) TBD TBD Jun-18 Aug-18 Nov-18 Jan-19 Mar-19 Jun-19 Source: Press releases, company filings, FactSet and Wall Street research. 1 2 3 Represents the number of days since the 52-week high or trading price at the offer price. Represents the number of days since Q4’19 earnings (June, 4th 2019). Excludes Raven. 25 Mean3 Median3 (43%)58%(9%) (40%)56%(8%)

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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 IV Vail Valuation Analysis

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Vail Valuation Summary ($ in billions, except per share values) Vail Management Metric Enterprise Value Implied Share Price Comments $10.0 $186.62 $11.0 • SAP: 5.14x | Microsoft: 7.12x $185.89 • SAP: 16.8x | Microsoft: 17.6x management forecast through FY’22 $189.47 $87.6 $203.88 management forecast through FY’22 and Vail guidance for extrapolation $206.80 • Nomura: $130.00 $220.00 Vail Current EV: $76.7 ($178.31 per share) Source: Vail and Diamond management forecasts, Wall Street research, press releases and FactSet as of 7/26/19. Note:Fully diluted share count for per share calculations based on dilutive instruments as of Q1 2019. Vail fiscal year ends January 31st. FY financials used as proxy for prior CY metrics for Vail. 26 1 LTM period includes half of FY’19 and half of FY’20; NTM period includes half of FY’20 and half of FY’21. For Reference Public Company Comparables EV / FY'20E Revenue $55.2 $127.99 $80.2• Range: 5.50x – 8.00x • SAP: 5.52x | Microsoft: 7.92x EV / FY'21E Revenue $55.1 $127.89 $79.9• Range: 5.00x – 7.25x EV / FY'20E EBIT (Pre-SBC) $3.3$56.3$7 $130.59$1 2.8• Range: 17.0x – 22.0x 69.29• SAP: 18.7x | Microsoft: 19.8x EV / FY'21E EBIT (Pre-SBC) $3.5$52.9$67.0 $122.75$155.74 • Range: 15.0x – 19.0x DCF 3 Years WACC: 8.75% - 10.0%$63.8 Exit LTM EBIT: 17.5x - 22.5x$148.20 $81.5• 3 Year DCF based on Vail 5 Years WACC: 8.75% - 10.0%$68.3 Exit LTM EBIT: 17.5x - 22.5x$158.69 • 5 Year DCF based on Vail 52 Week Trading Intraday High and Low High: $206.80$55.7 Low: $129.33$129.33 $88.9• High: 5/16/19; Low: 1/3/19 Analyst Price Targets Price Per Share High: $220.00$56.0 Low: $130.00$130.00 $94.5• Deutsche Bank: $220.00

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Vail – Analysis at Various Prices ($ in billions, except per share values) Current Price Premium / (Discount) to Current (27.1%) (21.5%) (15.9%) (10.3%) (4.7%) 0.0% 6.6% 12.2% FDSO 427.1 427.2 427.2 427.2 427.3 427.3 427.3 427.3 (-) Cash & Equivalents ($3.3) ($3.3) ($3.3) ($3.3) ($3.3) ($3.3) ($3.3) ($3.3) (-) Equity Investments ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) (+) Debt $4.2 $4.2 $4.2 $4.2 $4.2 $4.2 $4.2 $4.2 Vail LRP Large HG Metric Cap Infra. Global Median Median Median Revenue FY2020 / CY2019 $10.0 5.59x 6.01x 6.44x 6.86x 7.29x 7.65x 8.14x 8.57x 7.92x 5.52x 5.52x 7.86x 6.30x % Growth 12% 12% 11% 4% 23% 11% FY2021 / CY2020 $11.0 5.08x 5.47x 5.86x 6.25x 6.63x 6.96x 7.41x 7.80x 7.12x 5.14x 5.14x 6.51x 5.68x % Growth 10% 11% 8% 4% 18% 15% EBIT (Pre -SBC) FY2020 / CY2019 $3.3 16.9x 18.2x 19.5x 20.8x 22.1x 23.2x 24.7x 26.0x 19.8x 18.7x 14.8x 31.6x 19.3x % Margin 33% 40% 29% 32% 17% 30% FY2021 / CY2020 $3.5 15.9x 17.1x 18.3x 19.5x 20.7x 21.7x 23.2x 24.4x 17.6x 16.8x 14.0x 25.6x 17.2x % Margin 32% 40% 31% 32% 19% 30% Source: Note: 1. Company filings, Vail Management Forecast as of July 2019, FactSet as of 7/26/2019. Vail fiscal year ends January 31st. FY financials used as proxy for prior CY metrics for Raven and Vail. Margins are Net Income (Pre-SBC) / Sales. 27 Comparable Companies Implied Multiples Enterprise Value$56.0$60.3$64.6$68.9$73.1$76.7$81.7$86.0 Equity Value$55.5$59.8$64.1$68.4$72.6$76.2$81.2$85.5 Price per Share$130$140$150$160$170$178.31$190$200

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Vail – Comparable Company Benchmarking – Operating Metrics CY’19E-CY’20E Revenue Growth vs. CY’20E EBIT Margin (Pre-SBC) 50% 22% 21% 18% 18% 18% Oracle, 5.4x are closest financial peers 11% 10% 10% 8% 3% 25% 40% 34% 18% 6% 5% 4% 3 0% 23% 19% 16% (23%) (25%) 0% 5% 10% 15% 20% 25% Large Cap Software High-Growth Infrastructure Large Cap Software High-Growth Infrastructure 28 Source: Company filings, Vail Management Forecast as of July 2019, FactSet as of 7/26/2019. Note:Valuations fully diluted based on treasury stock method. Multiples over 50x are denoted as “NM”. Multiples reflect EV/CY’20 revenue. Medians do not include Vail. Vail fiscal year ends January 31st. Splunk Splunk Oracle Microsoft Salesforce Salesforce Palo Alto Networks Palo Alto Networks Arista Vail (Street) Arista Nutanix Cisco Arista Microsoft Vail (Mgmt.) Microsoft SAP Vail (Mgmt.) SAP Vail (Street) Citrix Vail (Street) Vail (Mgmt.) Palo Alto Networks Citrix SAP Salesforce Citrix Nutanix Splunk Cisco Cisco Nutanix Oracle Oracle CY’19E-CY’20E Revenue Growth Median: 30% 30% 44% 40% 36% 33% 32% 32% 31% % 23% 13% 12% 11% 7% Median: 12% 4% 4% Microsoft and SAP Arista, 6.7x Cisco, 4.3x Citrix, 4.2xPalo Alto Networks, 5.9x Salesforce, 6.5x Splunk, 8.2x Nutanix, 3.2x Microsoft, 7.1x Vail (Street), 7.0x Vail (Mgmt.), SAP, 5.1x7.0x Median: 15% CY’20E EBIT Margin (Pre-SBC) CY’19E – CY’20E Revenue Growth CY’19E – CY’20E EBIT Growth (Pre-SBC) CY’20E EBIT Margin (Pre-SBC)

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Vail – Comparable Company Benchmarking – Valuation Metrics EV / CY’19E Revenue EV / CY’19E EBIT (Pre-SBC) Reference Range: 5.50x – 8.00x Reference Range: 17.0x – 22.0x 46.2x 10.06x 5.60x 19.8x 4.48x 4.40x 3.82x 13.9x 12.7x NM EV / CY’20E Revenue EV / CY’20E EBIT (Pre-SBC) Reference Range: 5.00x – 7.25x Reference Range: 15.0x – 19.0x 8.22x 34.6x 5.91x 5.44x 25.6x 3.23x Large Cap Software High-Growth Infrastructure 29 Source: Company filings, Vail Management Forecast as of July 2019, FactSet as of 7/26/2019. Note:Valuations fully diluted based on treasury stock method. Multiples over 50x are denoted as “NM”. Medians do not include Vail. Vail fiscal year ends January 31st. Splunk Splunk Microsoft Arista Vail (Street) Microsoft Salesforce Vail (Mgmt.) Vail (Mgmt.) Arista Vail (Street) Salesforce Palo Alto Networks Palo Alto Networks Oracle Oracle SAP SAP Cisco Cisco Citrix Citrix Nutanix Nutanix Salesforce Salesforce Palo Alto Networks Palo Alto Networks Vail (Mgmt.) Vail (Mgmt.) Vail (Street) Vail (Street) Arista Arista Microsoft Microsoft SAP SAP Citrix Citrix Cisco Cisco Oracle Oracle Splunk Splunk Nutanix Nutanix .3x 21.7x 20.8x 18.6x 17.6x 16.8x 14.0x 13.3x 12 NM NM 7.12x 6.96x 6.96x 6.71x 6.51x 5.14x 4.32x 4.22x 7.93x 7.92x 7.86x 7.65x 7.64x 7.00x 5.52x 31.6x 23.2x 23.2x 21.9x 18.7x 14.8x NM

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Vail DCF Analysis – 3 ($ in billions, except per share values) Year Plan Revenue % Growth EBIT (Pre-SBC) % Margin SBC % of Sales EBIT (Post-SBC) % Margin Levered FCF (+) Tax-Effected Interest Expense/(Income), Net Unlevered FCF (-) Stock-Based Compensation Unlevered FCF (Post-SBC) Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple 17.5x 20.0x 22.5x 17.5x 20.0x 22.5x WACC WACC Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple WACC 17.5x 20.0x 22.5x WACC 17.5x 20.0x 22.5x Source: Vail management. Note:Vail fiscal year ends January 31st. Valuation as of 7/31/2019. Stock-based compensation treated as a cash expense. Stock-based compensation and FY’23 / FY’24 extrapolation based on Vail guidance. 30 8.75% $150.73 $170.10 $189.47 9.38% 149.46 168.66 187.86 10.00% 148.20 167.24 186.28 8.75% 4.6% 4.6% 4.6% 9.38% 5.3% 5.3% 5.3% 10.00% 5.9% 5.9% 5.9% Value Per Common Share Implied Perpetuity Growth Rate 8.75% $64.4 $72.7 $81.0 9.38% $63.9 $72.1 $80.3 10.00% $63.3 $71.5 $79.6 8.75% $64.9 $73.2 $81.5 9.38% $64.3 $72.6 $80.8 10.00% $63.8 $72.0 $80.1 Equity Value Enterprise Value Historical Vail Management 2018A 2019A 2020E 2021E 2022E $7.9 $9.0 11.2% 14.1% 2.7 3.0 33.8% 33.9% 0.7 0.7 8.7% 8.1% 2.0 2.3 25.1% 25.7% $10.0 $11.0 $12.1 11.8% 9.9% 9.9% 3.3 3.5 3.8 33.0% 32.0% 31.0% 0.9 1.0 1.1 8.7% 8.7% 8.7% 2.4 2.6 2.7 24.3% 23.3% 22.3% $3.6 $4.0 $4.3 0.0 0.0 (0.0) $3.7 $4.0 $4.3 (0.9) (1.0) (1.1) $2.8 $3.1 $3.2

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Vail DCF Analysis – 5 ($ in billions, except per share values) Year Extrapolated Revenue % Growth EBIT (Pre-SBC) % Margin SBC % of Sales EBIT (Post-SBC) % Margin Levered FCF (+) Tax-Effected Interest Expense/(Income), Net Unlevered FCF (-) Stock-Based Compensation Unlevered FCF (Post-SBC) Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple WACC 17.5x 20.0x 22.5x WACC 17.5x 20.0x 22.5x Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple 17.5x 20.0x 22.5x 17.5x 20.0x 22.5x WACC WACC Source: Vail management. Note:Vail fiscal year ends January 31st. Valuation as of 7/31/2019. Stock-based compensation treated as a cash expense. Stock-based compensation and FY’23 / FY’24 extrapolation based on Vail guidance. 31 8.75% $164.79 $184.33 $203.88 9.38% 161.70 180.86 200.02 10.00% 158.69 177.47 196.25 8.75% 4.3% 4.3% 4.3% 9.38% 4.9% 4.9% 4.9% 10.00% 5.5% 5.5% 5.5% Value Per Common Share Implied Perpetuity Growth Rate 8.75% $70.4 $78.8 $87.1 9.38% $69.1 $77.3 $85.5 10.00% $67.8 $75.8 $83.9 8.75% $70.9 $79.3 $87.6 9.38% $69.6 $77.8 $86.0 10.00% $68.3 $76.3 $84.4 Equity Value Enterprise Value Historical Vail Management Extrapolation 2018A 2019A 2020E 2021E 2022E 2023E 2024E $7.9 $9.0 11.2% 14.1% 2.7 3.0 33.8% 33.9% 0.7 0.7 8.7% 8.1% 2.0 2.3 25.1% 25.7% $10.0 $11.0 $12.1 11.8% 9.9% 9.9% 3.3 3.5 3.8 33.0% 32.0% 31.0% 0.9 1.0 1.1 8.7% 8.7% 8.7% 2.4 2.6 2.7 24.3% 23.3% 22.3% $13.3 $14.5 9.5% 9.0% 4.1 4.5 31.0% 31.0% 1.2 1.3 8.7% 8.7% 3.0 3.2 22.3% 22.3% $3.6 $4.0 $4.3 0.0 0.0 (0.0) $3.7 $4.0 $4.3 (0.9) (1.0) (1.1) $4.7 $5.1 (1.2) (1.3) $2.8 $3.1 $3.2 $3.5 $3.8

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Pro Forma P&L – Acquire Raven Only ($ in millions) Source: Company filings, Vail Management LRP as of July 2019, “In-Vail” View of Raven. Note:Vail and Raven figures represent fiscal year ends of January 31st. 32 Vail (Management LRP) % 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% 735 800 943 12% 9% 18% 11% 13% Total Pro Forma Revenue $9,631 $10,765 $11,824 $13,063 11% % growth 15% % Delta to Vail Standalone 1% Vail (Management LRP) $3,041 % margin 34% Raven ("In-Vail" View) (71) % margin (11%) 12% 10% 10% 0% (0%) 1% $3,310 $3,528 $3,758 33% 32% 31% (69) (29) 67 (9%) (4%) 7% 0% 7% NA Total Pro Forma EBIT (Pre-SBC) $2,970 $3,241 $3,499 $3,824 9% % margin 31% % Delta to Vail Standalone (3%) 30% 30% 29% (3%) (2%) (2%) 1%

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Pro Forma P&L – Acquire Calistoga ($ in millions) Only 33 Source: Company filings, Vail Management LRP as of July 2019 and FactSet as of 7/26/2019. Note:Vail figures represent fiscal year ends of January 31st; Calistoga figures represent equity research consensus for CY’18A – CY’21E. Vail (Management LRP) % 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% 735 800 943 12% 9% 18% 11% 13% Total Pro Forma Revenue $9,631 $10,765 $11,824 $13,063 11% % growth 15% % Delta to Vail Standalone 1% Vail (Management LRP) $3,041 % margin 34% Raven ("In-Vail" View) (71) % margin (11%) 12% 10% 10% 0% (0%) 1% $3,310 $3,528 $3,758 33% 32% 31% (69) (29) 67 (9%) (4%) 7% 0% 7% NA Total Pro Forma EBIT (Pre-SBC) $2,970 $3,241 $3,499 $3,824 9% % margin 31% % Delta to Vail Standalone (3%) 30% 30% 29% (3%) (2%) (2%) 1%

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DRAFT P R O J E C T R A V E N I V V A I L V A L U A T I O N A N A L Y S I S Pro Forma P&L – Acquire Raven and Calistoga ($ in millions) 34 Source: Company filings, Vail Management LRP as of July 2019, “In-Vail” View of Raven and FactSet as of 7/26/2019. Note:Vail and Raven figures represent fiscal year ends of January 31st; Calistoga figures represent equity research consensus for CY’18A – CY’21E. Vail (Management LRP) % growth Raven ("In-Vail" View) % growth Calistoga (Street Consensus) % growth FY' 2019A FY' 2020E FY' 2021E FY' 2022E '19A - '22E CAGR $8,974 14% 657 29% 210 29% $10,030 $11,025 $12,120 12% 10% 10% 735 800 943 12% 9% 18% 243 286 337 16% 18% 18% 11% 13% 17% Total Pro Forma Revenue $9,841 $11,008 $12,110 $13,400 11% % growth 15% % Delta to Vail Standalone 1% Vail (Management LRP) $3,041 % margin 34% Raven ("In-Vail" View) (71) % margin (11%) Calistoga (Street Consensus) (56) % margin (26%) 12% 10% 11% 0% 0% 1% $3,310 $3,528 $3,758 33% 32% 31% (69) (29) 67 (9%) (4%) 7% (45) (34) (25) (19%) (12%) (7%) 0% 7% NA NA Total Pro Forma EBIT (Pre-SBC) $2,914 $3,196 $3,465 $3,799 9% % margin 30% % Delta to Vail Standalone (4%) 29% 29% 28% (4%) (3%) (3%) 2%

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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 Appendix

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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 A Raven

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DRAFT 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% 11.2% 20.8% 19.2% 9.8% 16.4% 15.1% 15.0% 12.6% 11.2% 9.8% 4.6% 4.2% 7.5% 3.8% 2.9% CY’19E EBIT Margin (Pre-SBC) CY’19E EBIT Margin (Pre-SBC) 40.0% 44.0% 24.6% 22.6% 17.0% 14.0% 11.5% 28.3% 6.4% 0.3% EV / CY’19E EBIT EV / CY’19E EBIT Reference Range: 18.5x – 23.5x Reference Range: 12.5x – 17.5x 46.2x 23.2x 19.8x 18.7x 12.7x 13.9x 14.8x NM Source: Public filings, FactSet as of 7/26/2019. 35 Raven fiscal year ends January 31st. 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. Medians exclude Raven. Note 23.2x19.8x18.7x NMNMNMNM Median: 16.8x Median: 21.5x 33.0% 29.5% 40.0% 33.0%32.1%29.6%29.5% Median: 33% Median: 17% 7.5% Median: 6% Median: 15% Raven – In Vail Case, 5-Year Model Raven – In Vail Case, 11-Year Model

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DRAFT P R O J E C T R A V E N A R A V E N Raven – Public Company Comparables ($ in millions, except per share data) Ente rprise Value / M argins Re v . Re v e nue EBITDA (Pre -SBC) EBIT (Pre -SBC) Gross (Pre -SBC) EBITDA (Pre -SBC) EBIT (Pre -SBC) CAGR Stock Price 7/26/19 % Change 52 Wk. 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. 36 Note: FY financials used as proxy for prior CY metrics for Raven and Vail. Raven and Vail fiscal years end Jan 31st. 1st Quartile M e an M e dian 3rd Quartile 3.82x 3.27x 23.0x 17.8x 18.2x 28.3x 72% 72% (9%) (5%) (13%) (8%) 11% 5.34 4.62 28.2 22.9 18.2 34.3 75% 76% (3%) 3% (8%) (2%) 14% 4.97 4.09 29.1 24.0 18.2 42.0 75% 77% 2% 6% (0%) 4% 14% 6.95 5.93 33.8 27.5 18.2 44.1 79% 80% 8% 12% 4% 8% 18% Rav e n (In-Vail) Rav e n (Standalone ) Rav e n (Stre e t) $9.91 2% (66%) $2,904 $2,024 $9.91 2% (66%) 2,904 2,024 $9.91 2% (66%) 2,904 2,024 2.75x 2.53x NA NA NM NM 70% 73% NA NA (9%) (4%) 13% 2.75 2.58 NA NA NM NM 70% 74% NA NA (9%) (6%) 10% 2.67 2.26 NM NM NM NM 71% 74% (4%) 3% (6%) 1% 18% Vail (Stre e t) Vail (M anage me nt) $178.31 36% (13%) $76,191 $76,685 $178.31 36% (13%) 76,191 76,685 7.64x 6.96x 19.7 18.1 23.2 20.8 88% 88% 39% 39% 33% 33% 9% 7.65 6.96 NA NA 23.2 21.7 87% 87% NA NA 33% 32% 10%

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DRAFT P R O J E C T R A V E N A R A V E N Raven – 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. Equity Beta Beta Beta Beta Dropbox $12.2 1% 1% 1.421 1.402 1.259 1.242 Unlevered Beta 1.100 1.300 Pegasystems 6.7 0% 0% 1.133 1.133 1.319 1.319 Target Debt/Capitalization 0.0% 0.0% Nutanix 5.3 8% 9% 1.697 1.556 1.701 1.560 Target Debt/Equity 0.0% 0.0% FireEye 3.7 21% 27% 1.185 0.940 1.104 0.876 Levering Factor 1.00 1.00 Levered Beta(1) Box 2.9 4% 4% 1.288 1.233 1.349 1.291 1.100 1.300 Appian 2.8 0% 0% 1.199 1.199 0.949 0.949 Tax Rate 0.0% 0.0% Risk-Free Rate of Return(2) Equity Risk Premium(3) Cost of Equity(4) CommVault 2.4 0% 0% 1.155 1.155 0.890 0.890 2.1% 2.1% SailPoint 2.0 0% 0% 1.670 1.670 1.656 1.656 6.9% 6.9% Cloudera 1.9 0% 0% 1.631 1.631 0.892 0.892 9.7% 11.1% Carbon Black 1.6 0% 0% 1.433 1.433 1.082 1.082 Pre-Tax Cost of Debt 0.0% 0.0% Talend 1.2 34% 52% 0.981 0.648 0.578 0.382 Domo 0.9 10% 11% 1.559 1.405 1.666 1.502 Reference Range: 9.75% - 11.0% MobileIron 0.9 0% 0% 0.974 0.974 0.767 0.767 Raven $2.9 0% 0% 1.397 1.397 1.156 1.156 Source: Company filings, Barra Beta Book, Bloomberg, FactSet as of 7/26/2019. 1 2 3 4 5 6 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Debt/Equity)]. Represents 10-year U.S. Treasury yield as of 7/26/2019. Long-horizon expected equity risk premium (historical): large company stock total returns minus long-term government bond income returns (Source: Duff & Phelps). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (After-Tax Cost of Debt)(Debt/Cap) + (Cost of Equity)(Equity/Cap). Excludes impact of 41% share price decline after Q1 FY 2020 earnings on June 5, 2019. 37 (6) Median of Peers 0% 0% 1.288 1.233 1.104 1.082 WACC5 9.7% 11.1% Assumptions

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DRAFT P R O J E C T R A V E N A R A V E N Last 6 Months Evolution of Betas 2.50 2.00 1.50 1.00 0.50 0.00 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 CJurl-r1en9t High / Low Median Source: Barra Beta Book, Bloomberg as of 7/26/2019. Note:Levered betas as of end of month noted. Levering factor based on current figures. 38 1 Excludes impact of 41% decline in Raven’s share price on June 5, 2019. 1.361.351.331.351.38 1.091.10 Levered Beta Bloomberg Raw Local Beta (2 Year, Weekly)1

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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 B Vail & Pro Forma Impact

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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 Accretion - Dilution of ($ in millions) Raven Acquisition Enterprise Value $2,500 $3,000 $3,500 Implied Offer Price Implied Premium % $12.53 26% $15.81 60% $19.09 93% Pro Forma Impact 2021E 2022E 2021E 2022E 2021E 2022E Vail Standalone Net Income (Pre-SBC) Vail FDSO $2,904 424.3 $3,140 424.4 $2,904 424.3 $3,140 424.4 $2,904 424.3 $3,140 424.4 Raven EBIT Contribution (Pre-SBC) ($29) $67 ($29) $67 ($29) $67 Taxes Raven Marginal Tax Rate % $7 25.0% ($17) 25.0% $7 25.0% ($17) 25.0% $7 25.0% ($17) 25.0% Foregone Interest Income (7) (7) (13) (13) (19) (19) Taxes Vail Tax Rate % $1 17.0% $1 17.0% $2 17.0% $2 17.0% $3 17.0% $3 17.0% Raven Net Income Contribution (Pre-SBC) ($28) $44 ($33) $39 ($37) $35 Pro Forma Net Income (Pre-SBC) Pro Forma FDSO $2,876 433.6 $3,184 433.7 $2,871 434.6 $3,179 434.7 $2,866 435.6 $3,174 435.7 Memo Shares Issued to Diamond Dilution Impact from Stock DOptions Issued to Raven Cash-on-Hand Used New Debt Raised 7.3 2.0 $405 $0 7.3 3.0 $721 $0 7.3 4.1 $1,037 $0 Source: Company filings, Vail management and FactSet as of 7/26/2019. Note:Assumes that transaction is funded with acquired Raven net cash and existing Vail cash-on-hand. Assumes interest on foregone cash of 1.8%. 39 Accretion / (Dilution) - $ ($0.21) ($0.06) ($0.24) ($0.09) ($0.26) ($0.11) Accretion / (Dilution) - % (3.1%) (0.8%) (3.5%) (1.2%) (3.9%) (1.5%) Pro Forma EPS (Pre-SBC) $6.63 $7.34 $6.61 $7.31 $6.58 $7.29 Vail EPS (Pre-SBC) $6.84 $7.40 $6.84 $7.40 $6.84 $7.40 Assumes Diamond Stake is Acquired with Vail Stock at Current Market Value

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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 – Public Company Comparables ($ in millions, except per share amounts) Ente rprise Value / M argins Stock Price 7/26/19 % Change 52 Wk. Equity Value Ente rprise Value Re v e nue EBIT (Pre -SBC) P/E (Pre -SBC) Gross (Pre -SBC) EBIT (Pre -SBC) NI (Pre -SBC) Re v e nue Growth Company Low High 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E '18 - '19 '19 - '20 Large Cap Software Microsoft $141.34 50% 0% $1,107,656 $1,049,176 7.92x 7.12x 19.8x 17.6x 24.2x 21.6x 66% 66% 40% 40% 34% 34% 12% 11% Cisco $56.53 40% (3%) 247,677 235,482 4.48 4.32 13.9 13.3 17.6 16.1 64% 64% 32% 32% 27% 27% 4% 4% Oracle $58.50 37% (3%) 205,537 224,455 5.60 5.44 12.7 12.3 15.7 14.5 80% 80% 44% 44% 33% 33% 1% 3% SAP €114.10 35% (8%) 155,962 168,359 5.52 5.14 18.7 16.8 23.3 20.9 72% 73% 29% 31% 21% 22% 11% 8% Citrix $95.59 2% (16%) 12,999 13,149 4.40 4.22 14.8 14.0 17.4 15.8 87% 87% 30% 30% 24% 25% 1% 4% High-Growth Infrastructure Salesforce $159.97 33% (4%) $130,062 $125,845 7.86x 6.51x 46.2x 34.6x NM 48.2x 78% 78% 17% 19% 14% 15% 23% 21% Palo Alto Networks $227.03 39% (11%) 23,715 21,850 7.00 5.91 31.6 25.6 39.5 33.6 77% 77% 22% 23% 19% 19% 23% 18% Splunk $140.73 60% 0% 22,947 22,252 10.06 8.22 NM NM NM NM 85% 84% 14% 16% 13% 14% 26% 22% Arista $272.98 45% (17%) 22,487 20,305 7.93 6.71 21.9 18.6 29.4 25.9 64% 65% 36% 36% 30% 29% 19% 18% Nutanix $24.50 4% (60%) 5,301 4,935 3.82 3.23 NM NM NM NM 79% 80% (25%) (23%) (26%) (23%) 9% 18% 40 Source: FactSet as of 7/26/2019. FY financials used as proxy for prior CY metrics for Vail. Vail fiscal year ends Jan 31st. 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%

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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. Equity Beta Beta Beta Beta Microsoft $1,107.7 7% 7% 0.948 0.894 1.068 1.007 Unlevered Beta 1.000 1.200 Cisco 247.7 9% 10% 1.034 0.962 1.168 1.086 Target Debt/Capitalization 5.3% 5.3% Oracle 205.5 21% 27% 0.992 0.814 1.088 0.892 Target Debt/Equity 5.6% 5.6% SAP 156.0 9% 10% 1.074 0.996 0.943 0.874 Levering Factor 1.05 1.05 Levered Beta(1) Citrix 13.0 5% 6% 0.907 0.866 0.831 0.793 1.047 1.256 salesforce 130.1 3% 3% 1.114 1.092 1.351 1.324 Tax Rate 16.0% 16.0% Risk-Free Rate of Return(2) Palo Alto Networks 23.7 6% 7% 0.975 0.930 0.740 0.706 2.1% 2.1% Equity Risk Premium(3) Splunk 22.9 7% 7% 1.367 1.296 1.553 1.472 6.9% 6.9% Cost of Equity(4) Arista 22.5 0% 0% 1.359 1.359 1.360 1.360 9.0% 10.4% Nutanix 5.3 8% 9% 1.697 1.556 1.701 1.560 Pre-Tax Cost of Debt 3.8% 3.8% Reference Range: 8.75% - 10.0% Source: Company filings, Barra Beta Book, Bloomberg, FactSet as of 7/26/2019. 1 2 3 4 5 Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Debt/Equity)]. Represents 10-year U.S. Treasury yield as of 7/26/2019. Long-horizon expected equity risk premium (historical): large company stock total returns minus long-term government bond income returns (Source: Duff & Phelps). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (After-Tax Cost of Debt)(Debt/Cap) + (Cost of Equity)(Equity/Cap). 41 WACC5 8.7% 10.0% Median of Peers 7% 7% 1.054 0.979 1.128 1.047 Vail $76.2 5% 6% 1.241 1.176 1.441 1.365 Assumptions

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Exhibit (c)(10)

DRAFT C O N F I D E N T I A L A U G U S T 2 0 1 9 Discussion Materials P R O J E C T R A V E N

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DRAFT C O N F I D E N T I A L D I S C U S S I O N M A T E R I A L S 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. 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. 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. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. 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. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard is acting as investment banker to the Special Committee of the Board of Directors of Vail, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice.

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DRAFT D I S C U S S I O N M A T E R I A L S VWAP Metrics and Implied Exchange Ratios ($ in millions, except per share values) Based on Vail Current Based on Vail VWAP Implied Exchange Implied Premium to Implied Premium to $180 $11.00 Implied Implied Ratio Consideration Raven Current Consideration Raven Current 175 10.50 170 10.00 165 9.50 160 9.00 155 8.50 150 8.00 49 30 Vail VWAP 20 Raven VWAP 10 1 0.064 0.062 0.060 0.058 0.056 0.054 0.052 49 30 20 10 1 Recent trading implies exchange ratio of ~0.055 Source: Company filings and FactSet as of 8/13/2019. 1 1 VWAP based on number of trading days. Days Exchange Ratio as of August 13, 2019 Days Current Share Price 0.053544 $8.460.0%$8.460.0% 5-Day VWAP 0.054231 $8.571.3%$8.530.9% 10-Day VWAP 0.054876 $8.672.5%$8.895.0% 20-Day VWAP 0.056005$8.854.6%$9.4611.8% Post-Q1 VWAP (48 Days) 0.061903$9.7815.6%$10.5725.0% Vail VWAP Raven VWAP Raven and Vail VWAP Comparison as of August 13, 20191 Exchange Ratios for Different VWAP Periods1

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DRAFT D I S C U S S I O N M A T E R I A L S Total Value at Different Mixes of ($ in millions, except per share values) Consideration $14.75 $15.00 $15.25 $15.50 $2,747 ($11.60) $2,791 ($11.73) $2,835 ($11.86) $2,879 ($11.99) (Current) 2,779 ($11.71) 2,823 ($11.83) 2,867 ($11.96) 2,911 ($12.09) (10-Day VWAP) $2,779 ($11.70) $2,823 ($11.83) $2,867 ($11.96) $2,911 ($12.09) (Current) 2,812 ($11.81) 2,856 ($11.94) 2,900 ($12.07) 2,944 ($12.20) (10-Day VWAP) $2,852 ($11.94) $2,896 ($12.07) $2,940 ($12.20) $2,984 ($12.33) (Current) 2,887 ($12.06) 2,931 ($12.19) 2,975 ($12.31) 3,019 ($12.44) (10-Day VWAP) Source: Raven Management, Company filings and FactSet as of 8/13/2019. Note:Figures represent aggregate enterprise value with implied blended per share value in parentheticals. 2 Exchange Ratio to Class B Shares Valuing Vail Shares at Post-Q1 VWAP ($170.80, 53 Days) Valuing Vail Shares at 10-Day VWAP ($161.93) Valuing Vail Shares at Current Spot ($158.00) 0.0535 0.0549 0.0550 2,782 ($11.72) 2,826 ($11.84) 2,870 ($11.97) 2,914 ($12.10) 0.0560 2,806 ($11.79) 2,850 ($11.92) 2,894 ($12.05) 2,938 ($12.18) 0.0535 0.0549 0.0550 2,815 ($11.82) 2,859 ($11.95) 2,903 ($12.08) 2,947 ($12.21) 0.0560 2,840 ($11.90) 2,884 ($12.03) 2,928 ($12.16) 2,972 ($12.29) 0.0535 0.0549 0.0550 2,890 ($12.07) 2,934 ($12.20) 2,978 ($12.33) 3,022 ($12.45) 0.0560 2,916 ($12.15) 2,960 ($12.28) 3,004 ($12.41) 3,048 ($12.54) Cash Consideration Per Class A Share

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DRAFT D I S C U S S I O N M A T E R I A L S Analysis of Various Offer Prices for Class ($ in millions, except per share values) A Shares Current Vail Bid Current Raven Ask Bid / Ask Spread Consideration for Basic Class A Shares Consideration for Options & RSU's Total Consideration for Class A Shareholders Consideration for Diamond Class B Shares at Proposed Exchange Ratio Total Consideration for Stake Not Owned by Vail Implied Aggregate Price per Share Implied Vail Fully Diluted Ownership Grossed Up Equity Value (Implied Value of 100%) (-) Net Cash 1 Enterprise Value $1,406 $1,430 $1,455 $1,479 $1,504 $1,529 $1,553 $148 82 449 462 476 490 503 517 531 $1,854 $1,892 $1,931 $1,969 $2,007 $2,046 $2,084 $230 $0 $1,141 $1,141 $1,141 $1,141 $1,141 $1,141 $1,141 $2,995 $11.46 14.5% $3,502 (808) $3,033 $11.59 14.4% $3,546 (808) $3,072 $11.72 14.4% $3,590 (808) $3,110 $11.84 14.4% $3,634 (808) $3,148 $11.97 14.4% $3,678 (808) $3,187 $12.10 14.4% $3,722 (808) $3,225 $12.23 14.4% $3,766 (808) $230 $0.78 $264 0 $2,694 $2,738 $2,782 $2,826 $2,870 $2,914 $2,958 $264 Memo Proposed Raven / Vail Exchange Ratio EV / FY 2021 Revenue (Vail Mgmt.) Premium to Current - Class A Shareholders (%) Blended Premium to Current - All Shareholders (%) 0.0550 3.37x 68% 24% 0.0550 3.42x 71% 25% 0.0550 3.48x 74% 26% 0.0550 3.53x 77% 27% 0.0550 3.59x 80% 27% 0.0550 3.64x 83% 28% 0.0550 3.70x 86% 29% Implied Consideration Per Share @ Current Market Total Consideration to Diamond Aggregate Impact Exchange Ratio Enterprise Value Sensitivity Current (0.0535x) 10-Day VWAP (0.0549x) 20-Day VWAP (0.0560x) 30-Day VWAP (0.0585x) Post-Q1 VWAP (0.0619x) $8.46 $8.67 $8.85 $9.25 $9.78 $1,111 1,138 1,162 1,214 1,284 --$28 51 103 173 $2,658 2,691 2,718 2,779 2,861 $2,702 2,735 2,762 2,823 2,905 $2,747 2,779 2,806 2,867 2,949 $2,791 2,823 2,850 2,911 2,993 $2,835 2,867 2,894 2,955 3,037 $2,879 2,911 2,938 2,999 3,081 $2,923 2,955 2,982 3,043 3,125 Implied Consideration Per Share @ Vail VWAP Total Consideration to Diamond Aggregate Impact Exchange Ratio Enterprise Value Sensitivity Current (0.0535x) 10-Day VWAP (0.0549x) 20-Day VWAP (0.0560x) 30-Day VWAP (0.0585x) Post-Q1 VWAP (0.0619x) $8.46 $8.89 $9.46 $9.87 $10.57 $1,111 1,167 1,242 1,296 1,388 --$56 132 185 277 $2,658 2,724 2,812 2,875 2,983 $2,702 2,768 2,856 2,919 3,027 $2,747 2,812 2,900 2,963 3,071 $2,791 2,856 2,944 3,007 3,115 $2,835 2,900 2,988 3,051 3,159 $2,879 2,944 3,032 3,095 3,203 $2,923 2,988 3,076 3,139 3,247 Source: Raven Management, Company filings and FactSet as of 8/13/2019. Note:Consideration for Diamond Class B Shares calculated using proposed exchange ratio of 0.0550. 3 1 Includes non-controlling interest of $671k as of May 3, 2019 and cash balance of $808.6m as of August 2, 2019. Offer Price for Class A Shares $14.25 $14.50 $14.75 $15.00 $15.25 $15.50 $15.75

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DRAFT D I S C U S S I O N M A T E R I A L S Raven Valuation ($ in millions) Summary In-Vail Metric – In-Vail View Enterprise Value Comments • 1st Quartile: 3.26x | Median: 4.18x $3,798 • 1st Quartile: 2.89x | Median: 3.52x • Vista / Xactly: 5.61x FY’21 Subscription Revenue | $4,141 $3,621 $4,792 • Exit LTM EBIT (Pre-SBC): • Exit LTM EBIT (Pre-SBC): $3,683 $5,287 52-Week High $5,767 • Goldman Sachs: $12.00 $2,750 $3,000 Source: Company filings, Equity Research consensus and FactSet as of 8/13/19. Note:Valuations based on fully diluted shares outstanding (treasury stock method). 4 1 Assumes transaction closes on 10/31/19. Implied share price reflects forecasted balance sheet as of transaction close. Reference Public Company Comparables CY'19 / FY'20 Revenue $735 $2,206 $4,045• Assumed Range: 3.00x – 5.50x CY'20 / FY'21 Revenue $800 $2,199 • Assumed Range: 2.75x – 4.75x Precedent Transactions LTM Revenue $696 $2,438 • Assumed Range: 3.50x – 5.75x $4,005 • Oracle / Opower: 3.53x NTM Revenue $767 $2,494 • Assumed Range: 3.25x – 4.75x $3,646• Oracle / Opower: 3.25x • Vista / Xactly: 4.77x Sum of the Parts Reportable Segments (FY'21) Subscription Revenue: $574 $2,440 Services Gross Profit: $48 • Assumed Ranges: 4.00x – 6.50x 3.0 – 8.5x FY’21 Services GP Discounted Cash Flow (Vail Management Projections) 5 Years WACC: 9.75% - 11.00% • 5-year DCF 18.5x – 23.5x 11 Years WACC: 9.75% - 11.00% • 11-year DCF 12.5x – 17.5x Premiums Paid Paid to All Shareholders Current Share Price: $8.46 $3,0 34 • Transactions where Target $3,591 Exhibited Steep Drop from • Low: 50%, High: 70% Analyst Price Targets Price Per Share High: $21.00 Low: $12.00 $2,808 • Needham / Keybanc: $21.00

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DRAFT D I S C U S S I O N M A T E R I A L S Price Reaction Analysis of Selected Public Technology Transactions – With Leaks ($ per share) Target Post-Leak Final Offer Price Unaffected Unaffected Share % Above Share % Above % Above Date Ann. Date Acquiror Target Rumor Price Price Unaffected Price Price Post-Le ak Price Rumored Price Strategic Transactions With Price Rumors 1/3/2011 1/5/2011 $45 offer price rumored $37.02 $44.00 19% $45.00 2% 0% ~$43 offer price rumored; mentioned parties were in final stages of negotiation 8/30/2018 9/10/2018 $37.84 $42.49 12% $49.00 15% 14% Strategic Transactions With No Price Rumor No price disclosed; mentioned Brocade in final stages of sale process 10/30/2016 11/2/2016 $8.69 $10.60 22% $12.75 20% NA No price disclosed; mentioned the target would get "modest premium" 11/3/2017 11/20/2017 $68.27 $76.43 12% $84.14 10% NA No price disclosed; mentioned the target was exploring a sale 1/22/2018 3/1/2018 $58.97 $62.35 6% $68.78 10% NA No price disclosed; mentioned that Intel was in advanced talks to acquire Altera 3/27/2015 6/1/2015 $42.91 $44.12 3% $54.00 22% NA Sponsor Transactions No price disclosed; mentioned Marketo was exploring strategic alternatives, including a sale 5/9/2016 5/31/2016 $21.47 $26.77 25% $35.25 32% NA No price disclosed; mentioned a bid was provided by a 3rd party 10/8/2015 10/21/2015 $41.88 $47.49 13% $60.10 27% NA Source: Company filings and FactSet as of 8/13/2019. Note:Target pre and post-leak metrics represent the closing prices on the unaffected date and one day after the unaffected date, respectively. 5

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Exhibit (c)(11)

 

C O N F I D E N T I A L 2 1 A U G U S T 2 0 1 9 Project Raven V A L U A T I O N A N A L Y S I S

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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 by Vail and Raven with respect to the anticipated future performance of Raven, and provided by Vail with respect to the anticipated future performance of Vail. 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. 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. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. 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. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard is acting as investment banker to the Special Committee of the Board of Directors of Vail, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice.

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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

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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 Raven options/RSUs 1 2 Based on an offer price of $15.00 for Class A shares, an exchange ratio of 0.0550 for Diamond’s Class B shares and the unaffected value per Vail share of $153.09 as of 8/14/2019. Subject to confirmation by Diamond. 1 Transaction Structure Vail to acquire all outstanding Raven shares that it does not already own Transaction Value Implied fully diluted equity value: $3.6 billion1 Implied fully diluted enterprise value: $2.8 billion1 Current Ownership Structure  Vail: 81% owned by Diamond (97% of voting) Raven: 48% owned by Diamond (Class B shares; 71% 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 $15.00 in cash per Raven share Unvested in-the-money Raven options and RSUs will convert to equivalent Vail options and RSUs; vested in-the-money Raven option holders will be paid in cash Diamond will receive 0.0550 Vail Class B shares per Raven Class B share2 Aggregate consideration paid for shares not owned by Vail: $3.1 billion1 Aggregate cash consideration: ~$1.7 billion (~$1.5 billion to acquire Class A basic shares and ~$0.2 billion for vested options) Aggregate equity consideration: ~$1.4 billion (~$1.1 billion to Diamond; ~$0.3 billion to option / RSU holders)1 Financing Vail will fund the acquisition with a combination of cash on hand and debt financing Equity consideration will be in the form of Vail common shares for Diamond’s stake in Raven, and Vail options/RSUs for unvested 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 the approval of the holders of a majority of the Class A shares not owned by Vail, Diamond or their affiliates and other customary closing conditions Regulatory approval is not required

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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 Raven Ownership Overview (Shares and $ in millions) Market Value2 (Unaffected) Basic Ownership (%)1 Investor Share Class Shares Fully Diluted Ownership (%) 45.4% $1,090 (71% voting) 15.3% 367 (24% voting) Source: Raven management, company filings and FactSet as of 8/14/2019. 1 2 3 Based on 274.1m basic shares outstanding as of August 2, 2019. Based on Raven’s unaffected share price of $8.30 as of 8/14/19. Represents dilution impact of options and RSUs using treasury stock method. Raven has 15.3m RSUs and 39.4m options with a weighted average exercise price of $8.3814 outstanding as of August 2, 2019. 2 Class B 10 votes / share 131.3 47.9% Class B 10 votes / share 44.2 16.1% Public Float Class A 1 vote / share 98.6 36.0% (5% voting) 34.1% 819 Basic Totals 274.1 100.0% 94.7% $2,275 Stock Options & RSUs3 15.3 --5.3% 127 Fully Diluted Total 289.4 --100.0% $2,402 Memo: Ford Stake (included in Public Float) Class A 1 vote / share 17.5 6.4% (1% voting) 6.1% 145 Vail Diamond

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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 Raven Diligence Update Developer-Centric Industry Themes – Industry Trends Combined Portfolio Vision Driving Transaction Rationale Agile Development Software engineering framework that promotes iterative development throughout a project’s life cycle and close collaboration between software development teams and end users Operations DevOps Set of software development practices that combines software development and IT operations to shorten development life-cycles Infrastructure as Code Vail Cloud Compatibility List Process where development teams automatically manage and provision the technology stack for an application through software interfaces rather than using manual processes A Vail provides core IaaS Services Vail and Raven jointly provide Kubernetes container management C Raven provides an Application Platform B Vail Contribution Raven Contribution 3 Combined Portfolio Vision and Assets Applications CloudHealth Wavefront Bitnami Multi / Hybrid Cloud Management & Heptio NSX Service Mesh vRealize AHybrid Clouds Vail Cloud Foundation / Hardware B Container Platform (Kubernetes) Essential OSSEnterprise PKSCloud PKS CApplication Platform Raven ApplicationServices ServiceRaven Function ServiceMarketplace

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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 Raven Forecast ($ in millions) P&L Forecasts Summary Growth and Margin 29% $1,318 18% 16% 15% 22% 18% 17% 16% $1,067 $1,054 18% 18% $1,153 19% $912 $896 14% $773 $759 $1,012 10% $973 13% $657 $973 $888 12% $840 $784 $509 10% $764 $735 7% 4% FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E 73% $1,055 $819 $812 $899 55% 35% 35% 33% $671 $669 25% 24% $541 $540 $812 22% 21% $772 $743 $682 21% $401 17% $614 $569 14% $535 $511 28% $259 21% 20% 5% 13% 11% FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E 23% $303 18% 11% 10% $210 4% 1% (0%) $107 $104 $30 $13 ($4) (5%) (6%) 5% 7% $56 5% ($39) ($44) (11%) (1%) $73 ($71) $49 (6%) (9%) ($129) ($8) (25%) (6%) ($46) ($46) ($64) FY'18AFY'19AFY'20EFY'21EFY'22EFY'23EFY'24E FY'18A FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E Vail Case - Standalone Vail Case - In-Vail Street Consensus Raven Management LRP Mid Case Sensitivity Source: Vail management, Raven management, Wall Street research and FactSet as of 8/14/2019. Note:Raven fiscal year ends January 31st. 4 EBIT Margin (Pre-SBC) EBIT (Pre-SBC) Subscription Revenue Growth Subscription Revenue Revenue Growth Revenue

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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 VWAP Metrics and Implied Exchange Ratios 0.064 $180 $11.00 0.062 175 10.50 30-Day VWAPs: Vail: $168.10 Raven: $9.78 20-Day VWAPs: Vail: $167.90 Raven: $9.33 10-Day VWAPs: Vail: $160.07 Raven: $8.74 0.060 170 10.00 30-Day VWAP: 0.0582 0.058 165 9.50 0.056 160 9.00 Transaction Exchange Ratio3: 0.0550 10-Day VWAP: 0.0546 0.054 155 8.50 150 8.00 0.052 50 40 30 20 10 1 50 40 30 20 10 1 Vail VWAP Raven VWAP Source: Company filings and FactSet as of 8/14/2019. 1 2 3 VWAP based on number of trading days. Represents the number of Vail shares to be exchanged for one share of Raven. Subject to confirmation by Diamond. 5 Days Days Vail VWAP Raven VWAP Raven and Vail VWAP Comparison as of August 14, 20191 Exchange Ratio as of August 14, 20192

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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 Enterprise Value ($ in millions, except per share values) Walk at Various Assumed Values Per Vail Shares Enterprise Value Walk Offer Price for Class A Shares $15.00 Consideration for Basic Class A Shares Consideration for Options & RSU's Total Consideration for Class A Shareholders $1,479 490 $1,969 Unaffected Current Unaffected 20-Day VWAP 52-Week High Assumed Value Per Vail Share $143.72 $153.09 $167.90 $206.80 Consideration for Diamond Class B Shares Total Consideration for Stake Not Owned by Vail Implied Blended Price per Share $1,038 $1,106 $1,213 $1,493 $3,007 $11.45 $3,075 $11.71 $3,182 $12.12 $3,463 $13.19 Implied Vail Fully Diluted Ownership Grossed Up Equity Value (Implied Value of 100%) 2 14.4% $3,513 14.4% $3,592 14.4% $3,717 14.4% $4,046 (-) Net Cash (808) (808) (808) (808) Vail 4 Memo EV / FY 2020 Revenue (In-Vail View) EV / FY 2021 Revenue (In-Vail View) Metric $764 $840 (Street) Infra. Peers 3.54x 3.22x 3.64x 3.32x 3.81x 3.47x 4.24x 3.86x 6.6x 6.0x 4.1x 3.6x 3 Premium to Unaffected - Class A Shareholders (%) 81% 38% 81% 41% 81% 46% 81% 59% 3 Blended Premium to Unaffected - All Shareholders (%) Source: Vail management, Raven management, Company filings and FactSet as of 8/16/2019. Note: We have assumed, with the consent of the Special Committee, for purposes of our analyses that the Vail Class A Common Stock and the Vail Class B Common Stock are equivalent from a financial point of view. Subject to confirmation by Diamond. Includes non-controlling interest of $671k as of May 3, 2019 and cash balance of $808.6m as of August 2, 2019. Based on Raven’s unaffected share price of $8.30 as of 8/14/19. Vail valuation metrics based on unaffected share price of $153.09 as of 8/14/19. 1 2 3 4 6 Enterprise Value$2,705$2,784$2,909$3,238 Exchange Ratio 10.0550

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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 Valuation Analysis

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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 Raven ($ in millions) Valuation Summary – In-Vail View In-Vail Metric Enterprise Value Comments • 1st Quartile: 3.2x | Median: 4.1x • 1st Quartile: 2.8x | Median: 3.6x • Vista / Xactly: 5.6x • Oracle / Opower: 3.3x $3,809 • 5-year DCF 683 $4,383 ,788 $4,970 • WACC: 9.25% - 10.5% 55 8 EV at Vail Current: $2,7054 EV at Vail Unaffected: $2,7844 EV at Vail 20-Day VWAP: $2,9094 EV at Vail 52-Week High: $3,2384 Source: Vail management, public company filings, Wall Street research and FactSet as of 8/16/19. Note: 1 2 3 4 Valuations based on fully diluted shares outstanding (treasury stock method). Estimated as 50% of FY 2020E revenue and 50% of FY 2021E revenue. Assumes 11/2/19 valuation date (the assumed transaction close). Based on Raven’s unaffected share price of $8.30 as of 8/14/19. Based on offer price of $15.00 per Class A share and an exchange ratio of 0.0550 for Diamond Class B shares. Vail’s current price is $143.72 as of 8/16/19. Vail’s unaffected share price is $153.09 as of 8/14/19. Vail’s unaffected 20-Day VWAP is $167.90 as of 8/14/19. Vail’s 52-week intraday high is $206.80. 7 Reference Public Company Comparables CY'19 / FY'20 Revenue $764$2,293 $4,204• Assumed Range: 3.0x – 5.5x CY'20 / FY'21 Revenue $840$2,309 $3,988• Assumed Range: 2.75x – 4.75x Precedent Transactions LTM Revenue $716$2,506 • Assumed Range: 3.5x – 5.75x $4,117• Oracle / Opower: 3.5x NTM Revenue 1 $802$2,606 • Assumed Range: 3.25x – 4.75x • Vista / Xactly: 4.8x Discounted Cash Flow 2 (Vail Management Projections) 5 Years Exit LTM EBIT (Pre-SBC): 17.5x - 20.0x $3, • WACC: 9.25% - 10.5% 11 Years Exit LTM EBIT (Pre-SBC): 11.5x - 14.5x $3 • 11-year DCF Premiums Paid Paid to All Shareholders 3 Unaffected Share Price: $8.30$2,9 • Transactions where Target Exhibited Steep Drop from $3,50152-Week High • Low: 50%, High: 70% Analyst Price Targets Price Per Share High: $21.00 Low: $12.00$2,80 • Needham / Keybanc: $21.00 $5,767• Goldman Sachs: $12.00

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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 Raven ($ in millions) Valuation Summary – Standalone View vs. Raven LRP (Reference Only) Financial Metric Enterprise Value Comments Vail Standalone Case: $735 $4,252 Raven LRP Mid-Case: $843 EV at Vail Current: $2,7052 EV at Vail Unaffected: $2,7842 EV at Vail 20-Day VWAP: $2,9092 EV at Vail 52-Week High: $3,2382 Vail Standalone Raven LRP Mid-Case Sensitivity Source: Vail management, Raven management, public company filings, Wall Street research and FactSet as of 8/16/19. Note: 1 2 Valuations based on fully diluted shares outstanding (treasury stock method). Estimated as 50% of FY 2020E revenue and 50% of FY 2021E revenue. Based on offer price of $15.00 per Class A share and an exchange ratio of 0.0550 for Diamond Class B shares. Vail’s unaffected share price is $153.09 as of 8/14/2019. Vail’s unaffected 20-Day VWAP of $167.90 as of 8/14/2019. 8 Reference Public Company Comparables CY'19 / FY'20 Revenue $2,206 $4,043 • Assumed Range: 3.0x – 5.5x Raven LRP Mid-Case: $773 $2,319 • 1st Quartile: 3.2x | Median: 4.1x CY'20 / FY'21 Revenue $2,156 Vail Standalone Case: $784 $3,724 • Assumed Range: 2.75x – 4.75x Raven LRP Mid-Case: $912 $2,509 • 1st Quartile: 2.8x | Median: 3.6x $4,333 Precedent Transactions NTM Revenue 1$2,469 Vail Standalone Case: $760 $3,608• Assumed Range: 3.25x – 4.75x 1 $2,739 • Oracle / Opower: 3.3x • Vista / Xactly: 4.8x $4,003

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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 Public Software Infrastructure Peers CY’19E-CY’21E Revenue CAGR vs. CY’20E EBIT Margin (Pre-SBC) 50% Citrix, 4.1x 25% SailPoint, 5.9x Raven (In-Vail), 1.9x Cloudera, 1.8x 0% Talend, 4.4x (25%) (50%) 0% 5% 10% 15% 20% 25% Source: Vail management, public company filings, FactSet as of 8/16/19. Multiples reflect EV/CY’20 revenue. Raven fiscal year ends Jan 31st. FY financials used as proxy for prior CY metrics for Raven and Vail. Raven and Vail valuation metrics based on unaffected share prices on 8/14/19 of $8.30 and $150.09, respectively. Scenario A forecasts represent Vail’s current cloud transition trajectory. Scenario B forecasts represent an accelerated cloud transition scenario. Note 9 CY’19E-CY’21E Revenue CAGR Oracle, 5.0x Microsoft, 6.8x Vail (Scenario B), 6.0x SAP, 4.8xVail (Scenario A), 5.9xCyberArk, 8.3x CommVault, 2.2xSalesforce, 5.8xSplunk, 7.3x Dropbox, 3.7x FireEye, 3.6xPegasystems, 5.6xBox, 2.8xNew Relic, 4.6x MobileIron, 3.3xRaven (Street), 1.8x Raven (Standalone), 2.0xAppian, 13.4x Carbon Black, 6.2x Nutanix, 2.4x Peers with the most comparable financial profile selected for valuation benchmarking Domo, 3.4x CY’20E EBIT Margin (Pre-SBC)

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P R O J E C T R A V E N I IR A V E N V A L U A T I O N A N A L Y S I S Benchmarking Raven to Public Software Infrastructure Peers (cont’d) 22.2% 22.0% 18.7% 17.7% 17.4% 17.3% 14.0% 12.0% 12.9% 12.9% 12.8% 11.8% 9.9% 11.4% 6.8% 4.4% Median: 12.9% 14.4% 12.9% 10.5% 5.6% 4.8% 3.9% 3.6% 3.6% 1.3% (2.0%) (5.6%) (5.8%) (8.1%) (12.7%) (35.9%) 15.6x 4.2x 4.1x 2.8x 3.9x 3.6x 3.2x 2.2x 2.1x 2.1x 3rd Quartile: 6.3x The public market valuation of Raven is based on the public view of Raven without the perspective of an In-Vail view 13.4x 4.4x 2.8x 3.7x 3.6x 3.4x 3.3x 2.4x 2.2x 1.8x 1.8x Source: Vail management, public company filings and FactSet as of 8/16/2019. Note:Median and quartile metrics exclude Raven. Raven fiscal year ends Jan 31st. FY financials used as proxy for prior CY metrics for Raven. Raven valuation metrics based on unaffected share price of $8.30 as of 8/14/19. 10 Valuation Metrics Operating Metrics 1st Quartile: 2.8x Median: 3.6x 3rd Quartile: 5.6x 6.2x5.9x5.6x Reference Range: 2.75x – 4.75x EV / CY’20E Revenue 1st Quartile: 3.2x Median: 4.1x 7.3x6.9x6.3x5.3x Reference Range: 3.0x – 5.5x EV / CY’19E Revenue (23.6%) 1st Quartile: (8.1%) Median: 3.6% 3rd Quartile: 5.6% CY’20E EBIT Margin (Pre-SBC) 1st Quartile: 11.8% 3rd Quartile: 17.4% CY’19E – CY’21E Revenue CAGR

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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. Note:Multiples indicate EV / NTM Revenue. Raven NTM metrics calculated as 50% of FY’21 and 50% of FY’20 figures. Raven valuation metrics based on unaffected share price of $8.30 as of 8/14/19. 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.

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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 Public Software NTM Revenue Growth Transactions – Operating Metrics 22% 21% 20% 20% 19% 18% 17% 16% 15% 15% 15% 14% 13% 12% 11% 8% 7% 6% 7% 6% 5% 5% 4% 4% 3% 2% 1% 1% NTM EBIT Margin (Pre-SBC) 37% 34% 17% 17% 17% 14%14% 13% 12% 9% 8% 7% 4% 2% (1%) (7%) (8%) (9%) (14%) Strategic Acquisitions Sponsor Backed Transactions Source: Vail management, public company filings, press releases and FactSet as of 8/16/2019. Note:Raven fiscal year ends Jan 31st. Raven NTM metrics calculated as 50% of FY’21 and 50% of FY’20 figures. 12 24%22%22% 21%21% 20%19% 0% Median: 14% Median: 11%

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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 Public Software Transactions – Valuation Metrics EV / LTM Revenue 13.2x 10.7x Reference Range: 3.5x – 5.75x 10.0x 9.8x 9.7x 8.2x 8.2x 8.0x 7.0x 5.6x 5.3x 5.0x 4.6x 4.3x 4.3x 4.1x 4.0x 4.0x 3.8x 3.5x 3.5x 3.1x 3.0x 2.9x 2.0x EV / NTM Revenue 10.9x 9.4x 8.4x Reference Range: 3.25x – 4.75x 8.3x 8.1x 7.1x 6.8x 6.8x 6.5x 4.8x 4.7x 4.6x 4.3x 4.3x 3.9x 3.9x 3.6x 3.5x 3.4x 3.3x 3.0x 3.5x 2.9x 2.8x 1.9x Strategic Acquisitions Sponsor Backed Transactions 13 Source: Public company filings, press releases and FactSet as of 8/16/2019. Median: 4.3x Median: 4.6x

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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 Raven ($ in millions) – Discounted Cash Flow Analysis (5 Years) 2018A 2019A 2020E 2021E 2022E 2023E 2024E Revenue % Growth $509 22.4% $657 29.1% $764 16.3% $840 9.8% $973 15.9% $1,153 18.5% $1,318 14.3% EBIT (Pre-SBC) % Margin ($129) (25.2%) ($71) (10.8%) ($44) (5.7%) $30 3.6% $104 10.7% $210 18.2% $303 23.0% SBC $13 $69 $100 $90 $97 $105 $107 EBIT (Post-SBC) % Margin ($142) (27.8%) ($140) (21.3%) ($144) (18.8%) ($60) (7.1%) $7 0.7% $105 9.1% $196 14.9% $36 25.0% $15 25.0% ($2) 25.0% ($26) 25.0% ($49) 25.0% Taxes % Tax Rate After-Tax EBIT Plus: Depreciation Less: Capex Less: Change in NWC Unlevered Free Cash Flow ($108) 21 (15) (9) ($45) 17 (17) 56 $5 19 (19) 24 $79 17 (17) 34 $147 19 (20) 32 ($111) $11 $29 $112 $178 Terminal LTM EBIT Multiple (Pre-SBC) Terminal LTM EBIT Multiple (Pre-SBC) 17.5x 18.8x 20.0x 17.5x 18.8x 20.0x WACC WACC Terminal LTM EBIT Multiple (Pre-SBC) Terminal LTM EBIT Multiple (Pre-SBC) 17.5x 18.8x 20.0x 17.5x 18.8x 20.0x WACC WACC Source: Vail management and Raven public filings. Note:Assumes transaction closes on 11/2/19. Stock-based compensation (“SBC”) treated as a cash expense. Raven fiscal year ends January 31st. 14 9.25% 4.02x4.31x4.59x 9.88% 4.02x4.31x4.59x 10.50% 4.02x4.31x4.59x 9.25% 5.9%6.1%6.3% 9.88% 6.5%6.7%6.9% 10.50% 7.1%7.4%7.6% Implied LTM Revenue Multiple Implied Perpetuity Growth Rate 9.25% $4,644$4,904$5,164 9.88% 4,5524,8065,060 10.50% 4,4634,7114,959 9.25% $3,864$4,123$4,383 9.88% 3,7724,0264,279 10.50% 3,6833,9314,179 Equity Value Enterprise Value Historical "In-Vail" View

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P R O J E C T R A V E N I IR A V E N V A L U A T I O N A N A L Y S I S Raven ($ in millions) – Discounted Cash Flow Analysis (11 Years) 2018A 2019A 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Revenue % Growth $509 22.4% $657 29.1% $764 16.3% $840 9.8% $973 15.9% $1,153 18.5% $1,318 14.3% $1,482 12.4% $1,651 11.4% $1,822 10.3% $1,981 8.8% $2,123 7.1% $2,220 4.6% EBIT (Pre-SBC) % Margin ($129) (25.2%) ($71) (10.8%) ($44) (5.7%) $30 3.6% $104 10.7% $210 18.2% $303 23.0% $379 25.5% $441 26.7% $504 27.7% $556 28.1% $602 28.3% $633 28.5% SBC $13 $69 $100 $90 $97 $105 $107 $109 $112 $115 $116 $119 $120 EBIT (Post-SBC) % Margin ($142) (27.8%) ($140) (21.3%) ($144) (18.8%) ($60) (7.1%) $7 0.7% $105 9.1% $196 14.9% $269 18.2% $329 19.9% $390 21.4% $441 22.2% $483 22.7% $513 23.1% $36 25.0% $15 25.0% ($2) 25.0% ($26) 25.0% ($49) 25.0% ($67) 25.0% ($82) 25.0% ($97) 25.0% ($110) 25.0% ($121) 25.0% ($128) 25.0% Taxes % Tax Rate After-Tax EBIT Plus: Depreciation Less: Capex Less: Change in NWC Unlevered Free Cash Flow ($108) 21 (15) (9) ($45) 17 (17) 56 $5 19 (19) 24 $79 17 (17) 34 $147 19 (20) 32 $202 18 (19) 32 $247 20 (21) 34 $292 22 (23) 35 $330 19 (20) 34 $362 20 (21) 31 $385 21 (22) 36 ($111) $11 $29 $112 $178 $233 $280 $326 $363 $392 $420 Terminal LTM EBIT Multiple (Pre-SBC) Terminal LTM EBIT Multiple (Pre-SBC) WACC 11.5x 13.0x 14.5x WACC 11.5x 13.0x 14.5x Terminal LTM EBIT Multiple (Pre-SBC) Terminal LTM EBIT Multiple (Pre-SBC) WACC 11.5x 13.0x 14.5x WACC 11.5x 13.0x 14.5x Source: Vail management and Raven public filings. Note:Assumes transaction closes on 11/2/19. Stock-based compensation (“SBC”) treated as a cash expense. Raven fiscal year ends January 31st. 15 9.25% 3.28x 3.70x 4.13x 9.88% 3.28x 3.70x 4.13x 10.50% 3.28x 3.70x 4.13x 9.25% 3.5% 4.1% 4.7% 9.88% 4.1% 4.8% 5.3% 10.50% 4.7% 5.4% 5.9% Implied LTM Revenue Multiple Implied Perpetuity Growth Rate 9.25% $4,984 $5,367 $5,750 9.88% 4,770 5,131 5,492 10.50% 4,568 4,909 5,250 9.25% $4,203 $4,586 $4,970 9.88% 3,990 4,351 4,712 10.50% 3,788 4,129 4,470 Equity Value Enterprise Value Historical "In-Vail" View

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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 Analyst Price Target Summary – Raven Selected Broker Targets $25.00 $20.00 20.00 15.00 .00 10.00 5.00 0.00 KeyBanc Needham CS MS RBC Wedbush Barclays GS Buy Hold Source: Bloomberg and FactSet as of 8/14/19. Note:Analysis illustrates broker price targets after Raven announced Q1 FY 2020 earnings on 6/4/19. 16 Date 7/22/196/5/196/4/196/5/196/5/196/5/196/5/198/8/19 Unaffected: $8.30 Median: $18.00 $21.00$21.00 $18.00$18.00 $15.00$15.00 $12

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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 Selected Transactions Where Target Exhibited Steep Drop From 52-Week High Transactions where the target experienced a steep decline in share price prior to the acquisition exhibited ~50% - 70% premiums Unaffected Discount to 52-Week High Premium / (Discount) to Ann. Date Acquirer Target LTM Price Performance Before Announcement Unaffected 52-Week High $190 145 100 $190 134 days1 10/28/18 (38%) 63% 7% Oct-17 Jan-18 Mar-18 Jun-18 Aug-18 Oct-18 $80 45 10 $75 306 days1 06/01/16 (37%) 56% (1%) Jun-15 Aug-15 Oct-15 Jan-16 Mar-16 Jun-16 $45 30 15 56 days1 $38 11/11/18 (40%) 53% (8%) Nov-17 Jan-18 Apr-18 Jun-18 Aug-18 Nov-18 211 days1 $196 $260 175 90 06/13/16 (49%) 50% (24%) Jun-15 Aug-15 Nov-15 Jan-16 Mar-16 Jun-16 228 days1 $37 $45 30 15 12/24/18 (52%) 68% (20%) Dec-17 Mar-18 May-18 Jul-18 Oct-18 Dec-18 Class A ($15.00) $32 344 days1 72 days2 81% (49%) 18 8/14/19 Vail Raven (72%) Blended4 ($11.71) 4 41% (60%) Aug 18 Oct 18 Jan 19 Mar 19 Jun 19 Aug 19 Source: Press releases, public company filings, Wall Street research and FactSet as of 8/14/19. 1 2 3 4 Represents the number of calendar days from the 52-week intraday high to unaffected date. Represents the number of calendar days from Q1’20 earnings (June, 4th 2019) to 8/14/19. Excludes Raven. 17 Premium based on the blended price per share, which is based on a $15.00 price per share for Class A shares and a 0.0550 exchange ratio for Diamond's Class B shares. Assumes Vail shares valued at unaffected price of $153.09 as of 8/14/19. Mean3 Median3 (43%)58%(9%) (40%)56%(8%)

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C O N F I D E N T I A L P R O J E C T R A V E N III Vail Valuation Analysis

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail Long ($ in billions) Range Plan (“LRP”) Cases FY’ 19A – FY’ 24E CAGR: $15.0 (10%) Scenario A: 10.8% Scenario B: 10.7% $13.6 (10%) Reflects Vail’s current Hybrid Cloud / SaaS transition trajectory $14.9 (11%) $12.4 (10%) $11.2 (12%) $13.4 (10%) $10.0 (12%) $12.1 (10%) $9.0 (14%) $11.0 (10%) Hybrid Cloud subscription & SaaS revenue grows gradually to 27% of total revenue by FY 2024 FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E Significant investments in GTM / R&D; operating margin assumed to remain flat at 32.5% throughout forecast period $5.1 (34%) $3.6 (27%) $4.1 (27%) $2.5 (20%) $1.7 (16%) $3.0 (22%) $1.2 (12%) $0.9 (10%) $2.2 (18%) $1.7 (15%) FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E Illustrates an accelerated transition towards Hybrid Cloud / SaaS, resulting in lower near-term growth but higher long-term growth $4.9 (33%) $4.4 (33%) $4.8 (32%) Hybrid Cloud subscription & SaaS revenue grows at accelerated pace to 34% of total revenue by FY 2024 $4.0 (33%) $3.7 (33%) $4.2 (32%) $3.3 (33%) $3.8 (31%) $3.0 (34%) Incremental investments in GTM / R&D place further margin pressure; operating margin returns to 32% at end of forecast period $3.5 (32%) FY'19A FY'20E FY'21E FY'22E FY'23E FY'24E Scenario A Scenario B Source: Vail management. Note: 1 2 3 Vail fiscal year ends January 31st. Scenario A and Scenario B are on a standalone basis and do no reflect any pending or future acquisitions or dispositions by Vail. Numbers in parentheses represent y/y growth rate. Numbers in parentheses represent Hybrid Cloud / SaaS revenue as a percent of total revenue. Numbers in parentheses represent EBIT (Pre-SBC) margin. 18 EBIT (Pre-SBC)3 Scenario B: Accelerated Cloud Transition Hybrid Cloud / SaaS Revenue2 Scenario A: Current Cloud Transition Trajectory Total Revenue1 P&L Forecasts Scenario Description

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail Valuation Summary values) Scenario A: Current Cloud Transition Trajectory Scenario B: Accelerated Cloud Transition Enterprise Value Scenario A: $10.0 $75.2 $174.67 • Range: 4.75x – 6.75x $74.4 $172.78 $53.0 53.58 Scenario A: $3.3 $122.62 $53.0 2.41 Scenario A: $3.7 7 5 DCF management forecast through FY’22 70.5 $206.80 • Nomura: $130.00 $224.00 Unaffected: $66.0220-Day VWAP3: $72.3 Current: $62.0 Price as of 7/30/2019: $76.8 ($178.31 per share) ($143.72 per share) ($153.09 per share) ($167.90 per share) Source: Vail management forecasts, Wall Street research and FactSet as of 8/16/19. Fully diluted share count for per share calculations based on dilutive instruments as of Q1 FY 2020. Vail fiscal year ends January 31st. FY financials used as proxy for prior CY metrics for Vail. Scenario A forecasts represent Vail’s current cloud transition trajectory. Scenario B forecasts represent an accelerated cloud transition scenario. Assumes 8/31/19 valuation date. Based on Vail unaffected share price of $153.09 on 8/14/19. Represents unaffected 20-day VWAP as of 8/14/19. Note: 19 1 2 3 For Reference ($ in billions, except per share Vail Management Metric Implied Share Price Comments Public Company Comparables EV / FY'20E Revenue $75.2 $174.67 • Range: 5.0x – 7.5x $116.04 $50.1 Scenario B: $10.0 $116.04 $50.1 • SAP: 5.2x | Microsoft: 7.6x EV / FY'21E Revenue $123.45 $53.3 Scenario A: $11.2 $75.8 $175.95 • SAP: 4.8x | Microsoft: 6.8x Scenario B: $11.0 $121.22 $52.4 EV / FY'20E EBIT (Pre-SBC) $66.2 $66.2 $1 $15 • Range: 16.0x – 20.0x • SAP: 17.7x | Microsoft: 18.9x 3.58 $122.62 Scenario B: $3.3 EV / FY'21E EBIT (Pre-SBC) $65.7 63.5 $1 $15 47.2 • Range: 14.0x – 18.0x • SAP: 15.8x | Microsoft: 16.8x $118.27 $51.1 Scenario B: $3.5 $114.27 $49.4 $ 1 3 Years Scenario A Exit LTM EBIT: $151.55 $65 16.5x - 19.5x Scenario B Exit LTM EBIT: 17.5x - 20.5x $149.53 $64. .3 $77.5 $179.90 • 3 Year DCF based on Vail management forecast through FY’22 $75.8 $176.10 • WACC: 8.00% - 9.50% 5 Years Scenario A Exit LTM EBIT: $166. 16.5x - 19.5x Scenario B Exit LTM EBIT: 17.5x - 20.5x $1 19 $71.6 4 $73.5 $86.1 $200.10 • 5 Year DCF based on Vail and Vail guidance for extrapolation $87.8 $204.09 • WACC: 8.00% - 9.50% 52 Week Trading Intraday High and Low High: $206.80 $55.8 Low: $129.33 $129.33 $89.0 • High: 5/16/19; Low: 1/3/19 Analyst Price Targets Price Per Share High: $224.00 $56.1 Low: $130.00 $130.00 $96.3 • Barclays: $224.00

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail – Analysis at ($ in billions, except per share values) Various Prices Current Price ($143.72) Unaffected Price ($153.09) 20-Day Price as of VWAP 7/30/19 Meeting1 ($167.90) ($178.31) Premium / (Discount) to Current (21.6%) (15.1%) (8.6%) (2.0%) 0.0% 4.5% 11.0% 17.6% FDSO 427.1 427.1 427.2 427.2 427.2 427.2 427.3 427.3 (-) Cash & Equivalents ($3.3) ($3.3) ($3.3) ($3.3) ($3.3) ($3.3) ($3.3) ($3.3) (-) Equity Investments ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) (+) Debt $4.3 $4.3 $4.3 $4.3 $4.3 $4.3 $4.3 $4.3 Metric Revenue FY2020 / CY2019 $10.0 5.17x 5.60x 6.02x 6.45x 6.58x 6.87x 7.30x 7.73x FY2021 / CY2020 $11.2 4.62x 5.00x 5.38x 5.76x 5.88x 6.14x 6.52x 6.90x EBIT (Pre -SBC) FY2020 / CY2019 $3.3 15.7x 17.0x 18.2x 19.5x 19.9x 20.8x 22.1x 23.4x FY2021 / CY2020 $3.7 14.2x 15.4x 16.5x 17.7x 18.1x 18.9x 20.1x 21.2x Metric Revenue FY2020 / CY2019 $10.0 5.17x 5.60x 6.02x 6.45x 6.58x 6.87x 7.30x 7.73x FY2021 / CY2020 $11.0 4.70x 5.09x 5.48x 5.87x 5.99x 6.25x 6.64x 7.03x EBIT (Pre -SBC) FY2020 / CY2019 $3.3 15.7x 17.0x 18.2x 19.5x 19.9x 20.8x 22.1x 23.4x FY2021 / CY2020 $3.5 14.7x 15.9x 17.1x 18.3x 18.7x 19.5x 20.8x 22.0x Source: Note: Company filings, Vail management and FactSet as of 8/16/2019. Vail fiscal year ends January 31st. FY financials used as proxy for prior CY metrics for Vail. Scenario A forecasts represent Vail’s current cloud transition trajectory. Scenario B forecasts represent an accelerated cloud transition scenario. Represents share price as of 7/26/19. 20 1 Scenario B: Accelerated Cloud Transition Scenario A: Current Cloud Transition Trajectory Comparable Companies Large HG CapInfra. MedianMedian Global Median 7.6x5.2x5.2x6.2x 6.8x4.8x4.8x5.4x 18.9x17.7x14.5x26.8x 16.8x15.8x13.7x26.3x 7.6x5.2x5.2x6.2x 6.8x4.8x4.8x5.4x 18.9x17.7x14.5x26.8x 16.8x15.8x13.7x26.3x 5.6x 5.0x 17.2x 15.8x 5.6x 5.0x 17.2x 15.8x Enterprise Value$51.8$56.1$60.4$64.7$66.0$69.0$73.2$77.5 Implied Multiples Equity Value$51.3$55.5$59.8$64.1$65.4$68.4$72.6$76.9 Price per Share$120$130$140$150$153$160$170$180

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail – Comparable Company Benchmarking – Operating Metrics CY’19E-CY’20E Revenue Growth vs. CY’20E EBIT Margin (Pre-SBC) 50% 22% 21% 18% 18% 16% are closest financial peers 12% 11% 10% 7% 3% 25% 40% 34% 6% 5% 4% 3 0% 36% 33% 30% 23% 19% 16% (24%) (25%) 0% 5% 10% 15% 20% 25% Large Cap Software High-Growth Infrastructure Large Cap Software High-Growth Infrastructure 21 Source: Company filings, Vail management and FactSet as of 8/16/2019. Note:Valuations fully diluted based on treasury stock method. Multiples over 50x are denoted as “NM”. Multiples reflect EV/CY’20 revenue. Medians do not include Vail. Vail fiscal year ends January 31st. Scenario A forecasts represent Vail’s current cloud transition trajectory. Scenario B forecasts represent an accelerated cloud transition scenario. Vail valuation metrics based on unaffected share price of $153.09 as of 8/14/19. Splunk Splunk Oracle Salesforce Salesforce Microsoft Palo Alto Networks Palo Alto Networks Arista Networks Nutanix Arista Networks Cisco Arista Networks Vail (Scenario A) Microsoft Vail (Scenario A) SAP Vail (Scenario B) Microsoft Vail (Scenario A) SAP Vail (Scenario B) Vail (Scenario B) Citrix SAP Palo Alto Networks Citrix Citrix Salesforce Nutanix Oracle Splunk Cisco Cisco Nutanix Oracle CY’19E-CY’20E Revenue Growth 44% 40% 33% 32% 31% Median: 30% % 23% 13% 13% 12% 10% 7% Median: 12% 4% 3% Microsoft and SAP Oracle, 5.0x Arista, 5.4x Cisco, 3.6x Citrix, 4.1xPalo Alto Networks, 5.0x Salesforce, 5.8x Splunk, 7.3x Nutanix, 2.4x Microsoft, 6.8x Vail (Scenario B), 6.0x Vail (Scenario A), SAP, 4.8x5.9x Median: 14% CY’20E EBIT Margin (Pre-SBC) CY’19E – CY’20E Revenue Growth CY’19E – CY’20E EBIT Growth (Pre-SBC) CY’20E EBIT Margin (Pre-SBC)

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail – Comparable Company Benchmarking EV / CY’19E Revenue – Valuation Metrics EV / CY’19E EBIT (Pre-SBC) Reference Range: 16.0x – 20.0x 41.4x Reference Range: 5.0x – 7.5x 8.9x 6.2x 16.8x 4.3x 3.7x 14.5x 11.8x 11.6x 2.8x NM EV / CY’20E Revenue EV / CY’20E EBIT (Pre-SBC) Reference Range: 4.75x – 6.75x Reference Range: 14.0x – 18.0x 45.1x 6.0x 5.9x 5.8x 5.4x 5.0x5.0x 21.7x 15.8x 4.1x 13.7x 14.9x 3.6x 11.4x 11.1x 2. NM Large Cap Software High-Growth Infrastructure Source: Vail management, public company filings and FactSet as of 8/16/2019. Note:Valuations fully diluted based on treasury stock method. Multiples over 50x are denoted as “NM”. Medians do not include Vail. Vail fiscal year ends January 31st. Scenario A forecasts represent Vail’s current cloud transition trajectory. Scenario B forecasts represent an accelerated cloud transition scenario. Vail valuation metrics based on unaffected share price of $153.09 on 8/14/19. 22 Splunk Splunk Microsoft Microsoft Vail (Scenario B) Salesforce Vail (Scenario A) Vail (Scenario B) Vail (Scenario A) Salesforce Arista Networks Arista Networks Palo Alto Networks Oracle Palo Alto Networks SAP Oracle SAP Citrix Citrix Cisco Cisco Nutanix Nutanix Splunk Salesforce Palo Alto Networks Salesforce Palo Alto Networks Vail (Scenario B) Vail (Scenario A) Vail (Scenario B) Vail (Scenario A) Microsoft Microsoft SAP Arista Networks SAP Arista Networks Citrix Citrix Oracle Oracle Cisco Cisco Splunk Nutanix Nutanix 7.3x 6.8x 4x 4.8x 30.9x 18.7x 18.1x 16.8x 7.6x 7.0x 6.6x 6.6x 5.9x 5.2x 5.2x 26.8x 19.9x 19.9x 18.9x 17.7x NM

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail DCF Analysis ($ in billions, except per share values) – 3 Year Plan (Scenario A) Revenue % Growth EBIT (Pre-SBC) % Margin SBC % of Sales EBIT (Post-SBC) % Margin Levered FCF (+) Tax-Effected Interest Expense/(Income), Net Unlevered FCF (-) Stock-Based Compensation Unlevered FCF (Post-SBC) Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple 16.5x 18.0x 19.5x 16.5x 18.0x 19.5x WACC WACC Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple WACC 16.5x 18.0x 19.5x WACC 16.5x 18.0x 19.5x Source: Vail management. Note:Vail fiscal year ends January 31st. Valuation as of 8/31/2019. Stock-based compensation (“SBC”) treated as a cash expense. Stock-based compensation and FY’23 / FY’24 extrapolation based on guidance from Vail. Scenario A forecasts represent Vail’s current cloud transition trajectory. 23 8.00% $154.52 $167.21 $179.90 8.75% 153.02 165.59 178.15 9.50% 151.55 163.99 176.44 8.00% 3.5% 3.5% 3.5% 8.75% 4.2% 4.2% 4.2% 9.50% 5.0% 5.0% 5.0% Value Per Common Share Implied Perpetuity Growth Rate 8.00% $66.0 $71.4 $76.9 8.75% $65.4 $70.7 $76.1 9.50% $64.7 $70.1 $75.4 8.00% $66.6 $72.0 $77.5 8.75% $66.0 $71.3 $76.7 9.50% $65.3 $70.7 $76.0 Equity Value Enterprise Value Historical Vail Management Plan 2018A 2019A 2020E 2021E 2022E $7.9 $9.0 11.2% 14.1% 2.7 3.0 33.8% 33.9% 0.7 0.7 8.7% 8.1% 2.0 2.3 25.1% 25.7% $10.0 $11.2 $12.4 11.8% 11.9% 10.5% 3.3 3.7 4.0 33.0% 32.5% 32.5% 0.9 1.0 1.1 8.7% 8.7% 8.7% 2.4 2.7 3.0 24.3% 23.8% 23.8% $3.6 $4.0 $4.5 (0.0) (0.0) 0.0 $3.6 $4.0 $4.5 (0.9) (1.0) (1.1) $2.7 $3.1 $3.4

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail DCF Analysis ($ in billions, except per share values) – 3 Year Plan (Scenario B) Revenue % Growth EBIT (Pre-SBC) % Margin SBC % of Sales EBIT (Post-SBC) % Margin Levered FCF (+) Tax-Effected Interest Expense/(Income), Net Unlevered FCF (-) Stock-Based Compensation Unlevered FCF (Post-SBC) Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple 17.5x 19.0x 20.5x 17.5x 19.0x 20.5x WACC WACC Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple WACC 17.5x 19.0x 20.5x WACC 17.5x 19.0x 20.5x Source: Vail management. Note:Vail fiscal year ends January 31st. Valuation as of 8/31/2019. Stock-based compensation (“SBC”) treated as a cash expense. Stock-based compensation and FY’23 / FY’24 extrapolation based on guidance from Vail. Scenario B forecasts represent an accelerated cloud transition scenario. 24 8.00% $152.46 $164.28 $176.10 8.75% 150.99 162.69 174.39 9.50% 149.53 161.12 172.71 8.00% 3.6% 3.6% 3.6% 8.75% 4.3% 4.3% 4.3% 9.50% 5.1% 5.1% 5.1% Value Per Common Share Implied Perpetuity Growth Rate 8.00% $65.1 $70.2 $75.2 8.75% $64.5 $69.5 $74.5 9.50% $63.9 $68.8 $73.8 8.00% $65.7 $70.8 $75.8 8.75% $65.1 $70.1 $75.1 9.50% $64.5 $69.4 $74.4 Equity Value Enterprise Value Historical Vail Management Plan 2018A 2019A 2020E 2021E 2022E $7.9 $9.0 11.2% 14.1% 2.7 3.0 33.8% 33.9% 0.7 0.7 8.7% 8.1% 2.0 2.3 25.1% 25.7% $10.0 $11.0 $12.1 11.8% 9.9% 9.9% 3.3 3.5 3.8 33.0% 32.0% 31.0% 0.9 1.0 1.1 8.7% 8.7% 8.7% 2.4 2.6 2.7 24.3% 23.3% 22.3% $3.6 $4.0 $4.3 (0.0) (0.0) 0.0 $3.6 $4.0 $4.3 (0.9) (1.0) (1.1) $2.7 $3.0 $3.3

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail DCF Analysis ($ in billions, except per share values) – 5 Year Extrapolated (Scenario A) Revenue % Growth EBIT (Pre-SBC) % Margin SBC % of Sales EBIT (Post-SBC) % Margin Levered FCF (+) Tax-Effected Interest Expense/(Income), Net Unlevered FCF (-) Stock-Based Compensation Unlevered FCF (Post-SBC) Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple 16.5x 18.0x 19.5x 16.5x 18.0x 19.5x WACC WACC Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple WACC 16.5x 18.0x 19.5x WACC 16.5x 18.0x 19.5x Source: Vail management. Note:Vail fiscal year ends January 31st. Valuation as of 8/31/2019. Stock-based compensation (“SBC”) treated as a cash expense. Stock-based compensation and FY’23 / FY’24 extrapolation based on guidance from Vail. Scenario A forecasts represent Vail’s current cloud transition trajectory. 25 8.00% $173.77 $186.93 $200.10 8.75% 169.92 182.78 195.63 9.50% 166.19 178.74 191.30 8.00% 3.2% 3.2% 3.2% 8.75% 3.9% 3.9% 3.9% 9.50% 4.6% 4.6% 4.6% Value Per Common Share Implied Perpetuity Growth Rate 8.00% $74.2 $79.9 $85.5 8.75% $72.6 $78.1 $83.6 9.50% $71.0 $76.4 $81.7 8.00% $74.8 $80.5 $86.1 8.75% $73.2 $78.7 $84.2 9.50% $71.6 $77.0 $82.3 Equity Value Enterprise Value Historical Vail Management Plan Extrapolation with Vail Guidance 2018A 2019A 2020E 2021E 2022E 2023E 2024E $7.9 $9.0 11.2% 14.1% 2.7 3.0 33.8% 33.9% 0.7 0.7 8.7% 8.1% 2.0 2.3 25.1% 25.7% $10.0 $11.2 $12.4 11.8% 11.9% 10.5% 3.3 3.7 4.0 33.0% 32.5% 32.5% 0.9 1.0 1.1 8.7% 8.7% 8.7% 2.4 2.7 3.0 24.3% 23.8% 23.8% $13.6 $15.0 10.0% 10.0% 4.4 4.9 32.5% 32.5% 1.2 1.3 8.7% 8.7% 3.3 3.6 23.8% 23.8% $3.6 $4.0 $4.5 (0.0) (0.0) 0.0 $3.6 $4.0 $4.5 (0.9) (1.0) (1.1) $4.9 $5.4 (1.2) (1.3) $2.7 $3.1 $3.4 $3.7 $4.1

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Vail DCF Analysis ($ in billions, except per share values) – 5 Year Extrapolated (Scenario B) Revenue % Growth EBIT (Pre-SBC) % Margin SBC % of Sales EBIT (Post-SBC) % Margin Levered FCF (+) Tax-Effected Interest Expense/(Income), Net Unlevered FCF (-) Stock-Based Compensation Unlevered FCF (Post-SBC) Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple 17.5x 19.0x 20.5x 17.5x 19.0x 20.5x WACC WACC Terminal LTM EBIT Multiple Terminal LTM EBIT Multiple 17.5x 19.0x 20.5x 17.5x 19.0x 20.5x WACC WACC Source: Vail management. Note:Vail fiscal year ends January 31st. Valuation as of 8/31/2019. Stock-based compensation (“SBC”) treated as a cash expense. Stock-based compensation and FY’23 / FY’24 extrapolation based on guidance from Vail. Scenario B forecasts represent an accelerated cloud transition scenario. 26 8.00% $178.34 $191.22 $204.09 8.75% 174.38 186.96 199.53 9.50% 170.54 182.82 195.10 8.00% 3.4% 3.4% 3.4% 8.75% 4.1% 4.1% 4.1% 9.50% 4.9% 4.9% 4.9% Value Per Common Share Implied Perpetuity Growth Rate 8.00% $76.2 $81.7 $87.2 8.75% $74.5 $79.9 $85.3 9.50% $72.9 $78.1 $83.4 8.00% $76.8 $82.3 $87.8 8.75% $75.1 $80.5 $85.9 9.50% $73.5 $78.7 $84.0 Equity Value Enterprise Value Historical Vail Management Plan Extrapolation with Vail Guidance 2018A 2019A 2020E 2021E 2022E 2023E 2024E $7.9 $9.0 11.2% 14.1% 2.7 3.0 33.8% 33.9% 0.7 0.7 8.7% 8.1% 2.0 2.3 25.1% 25.7% $10.0 $11.0 $12.1 11.8% 9.9% 9.9% 3.3 3.5 3.8 33.0% 32.0% 31.0% 0.9 1.0 1.1 8.7% 8.7% 8.7% 2.4 2.6 2.7 24.3% 23.3% 22.3% $13.4 $14.9 10.4% 11.5% 4.2 4.8 31.5% 32.0% 1.2 1.3 8.7% 8.7% 3.1 3.5 22.8% 23.3% $3.6 $4.0 $4.3 (0.0) (0.0) 0.0 $3.6 $4.0 $4.3 (0.9) (1.0) (1.1) $4.7 $5.3 (1.2) (1.3) $2.7 $3.0 $3.3 $3.5 $4.0

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P R O J E C T R A V E N I I I V A I L V A L U A T I O N A N A L Y S I S Analyst Price Target Summary – Vail Selected Broker Targets $250 225 $214 $213 $210 $210 $206 200 $190 $190 $185 $180 $180 175 150 30 125 100 Buy Hold Sell Source: Bloomberg and FactSet as of 8/14/19. Note:Analysis illustrates broker price targets after Vail announced Q1 FY 2020 earnings on 5/30/19. 27 1 Represents share price as of 7/26/19. 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

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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

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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

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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. 28 Note Raven fiscal year ends January 31st. 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. Medians exclude Raven. Vail valuation metrics based on unaffected share price of $153.09 as of 8/14/19. NM NM Median: 16.1x Median: 28.3x 5% 33.0% 32.3% 29.6% 29.5% 28. 16.9% 14.0% 11.5% Median: 33% Median: 17% 7.4% Median: 6% Median: 15% Raven – In Vail Case, 5-Year Model Raven – In Vail Case, 11-Year Model

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P R O J E C T R A V E N A R A V E N Public Trading Comparables – ($ in millions, except per share data) Raven Ente rprise Value / M argins Re v . Re v e nue EBITDA (Pre -SBC) EBIT (Pre -SBC) CAGR Gross (Pre -SBC) EBITDA (Pre -SBC) EBIT (Pre -SBC) Stock Price 8/16/19 % Change 52 Wk. Equity Value Ente rprise Value Company Low High 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E '19 - '21 Dropbox $17.48 1% (38%) $7,766 $6,981 4.2x 3.7x 18.2x 14.6x 36.7x 25.6x 14% 76% 76% 23% 25% 12% 14% Pegasystems $70.07 59% (11%) 5,979 5,822 6.3 5.6 NM NM NM NM 11% 68% 71% 4% 7% (1%) 4% Nutanix $18.24 0% (70%) 3,934 3,568 2.8 2.4 NM NM NM NM 17% 78% 78% (20%) (15%) (26%) (24%) FireEye $13.28 3% (34%) 3,195 3,387 3.9 3.6 33.4 28.9 NM NM 7% 73% 74% 12% 12% 1% 5% Box $13.35 2% (50%) 2,291 2,185 3.2 2.8 42.9 24.5 NM NM 13% 72% 72% 7% 12% 0% 6% Appian $59.54 159% 0% 4,165 4,088 15.6 13.4 NM NM NM NM 17% 65% 68% (10%) (6%) (13%) (8%) CommVault $41.84 1% (40%) 1,967 1,516 2.2 2.2 15.2 14.6 18.2 16.7 4% 83% 82% 15% 15% 12% 13% SailPoint $21.97 29% (36%) 2,030 1,937 6.9 5.9 NM NM NM NM 12% 80% 80% 8% 11% 7% 11% Cloudera $6.68 32% (65%) 2,072 1,528 2.1 1.8 NM 20.8 NM NM 13% 75% 78% 3% 9% (12%) (2%) Carbon Black $22.67 85% (11%) 1,942 1,794 7.3 6.2 NM NM NM NM 18% 79% 78% (15%) (9%) (18%) (13%) Talend $40.16 26% (45%) 1,332 1,304 5.3 4.4 NM NM NM NM 22% 76% 78% (8%) (2%) (11%) (6%) Domo $25.42 79% (42%) 754 704 4.1 3.4 NM NM NM NM 22% 69% 71% (52%) (29%) (57%) (36%) MobileIron $6.82 67% (6%) 857 756 3.6 3.3 NM NM NM NM 12% 82% 82% 1% 5% (2%) 4% Source: Vail management, public company filings, FactSet as of 8/16/2019. Note:FY financials used as proxy for prior CY metrics for Raven. Raven fiscal year ends Jan 31st. Raven valuation metrics based on unaffected share price of $8.30 as of 8/14/19. Multiples greater than 50.0x or less than 0.0x are indicated as “NM”. 29 1st Quartile M e an M e dian 3rd Quartile 3.2x 2.8x 17.5x 14.6x 22.8x 18.9x 12% 72% 72% (10%) (6%) (13%) (8%) 5.2 4.5 27.4 20.7 27.5 21.2 14% 75% 76% (3%) 3% (8%) (2%) 4.1 3.6 25.8 20.8 27.5 21.2 13% 76% 78% 3% 7% (2%) 4% 6.3 5.6 35.8 24.5 32.1 23.4 17% 79% 78% 8% 12% 1% 6% Rav e n (In-Vail) Rav e n (Standalone ) Rav e n (Stre e t) $8.30 0% (71%) $2,402 $1,594 $8.30 0% (71%) 2,402 1,594 $8.30 0% (71%) 2,402 1,594 2.1x 1.9x NM 33.7x NM NM 13% 70% 74% (3%) 6% (6%) 4% 2.2 2.0 NM NM NM NM 10% 70% 74% (6%) (6%) (9%) (6%) 2.1 1.8 NM NM NM NM 18% 71% 74% (4%) 3% (6%) 1%

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P R O J E C T R A V E N A R A V E N Raven – 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. Equity Beta Beta Beta Beta Dropbox $7.8 2% 2% 1.376 1.346 1.626 1.590 Unlevered Beta 1.100 1.300 Pegasystems 6.0 0% 0% 1.137 1.137 1.331 1.331 Target Debt/Capitalization 0.0% 0.0% Nutanix 3.9 10% 11% 1.764 1.573 1.827 1.629 Target Debt/Equity 0.0% 0.0% FireEye 3.2 24% 31% 1.197 0.919 1.179 0.906 Levering Factor 1.00 1.00 Levered Beta(1) Box 2.3 5% 5% 1.284 1.214 1.407 1.330 1.100 1.300 Appian 4.2 0% 0% 1.251 1.250 0.881 0.880 Tax Rate 0.0% 0.0% Risk-Free Rate of Return(2) Equity Risk Premium(3) Cost of Equity(4) CommVault 2.0 0% 0% 1.124 1.124 0.972 0.972 1.56% 1.56% SailPoint 2.0 0% 0% 1.662 1.662 1.644 1.644 6.91% 6.91% Cloudera 2.1 0% 0% 1.658 1.658 0.800 0.800 9.2% 10.5% Carbon Black 1.9 0% 0% 1.432 1.432 0.970 0.970 Pre-Tax Cost of Debt 0.0% 0.0% Talend 1.3 0% 0% 1.044 1.043 0.558 0.558 Domo 0.8 12% 14% 1.627 1.430 1.755 1.542 Reference Range: 9.25% - 10.5% MobileIron 0.9 0% 0% 0.956 0.956 0.700 0.700 Raven $2.4 0% 0% 1.479 1.479 1.156 1.156 Source: Public company filings, Barra Beta Book, Bloomberg and FactSet as of 8/16/2019. Note: 1 2 3 4 5 6 Raven valuation metrics based on unaffected share price of $8.30 as of 8/14/19. Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Debt/Equity)]. Represents 10-year U.S. Treasury yield as of 8/16/2019. Long-horizon expected equity risk premium (historical): large company stock total returns minus long-term government bond income returns (Source: Duff & Phelps). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (After-Tax Cost of Debt)(Debt/Cap) + (Cost of Equity)(Equity/Cap). Excludes impact of 41% share price decline after Q1 FY 2020 earnings on June 4, 2019. 30 (6) Median of Peers 0% 0% 1.284 1.250 1.179 0.972 WACC5 9.2% 10.5% Assumptions

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P R O J E C T R A V E N A R A V E N Raven – Last 6 Months Evolution of Betas 2.50 2.50 2.00 2.00 1.50 1.50 1.28 1.27 1.26 1.00 1.00 0.50 0.50 0.00 0.00 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 CAurgr-e1n9t Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 CurJreunl-t19 High / Low Median High / Low Median Source: Barra Beta Book, Bloomberg as of 8/16/2019. Note:Levered betas as of end of month noted. Levering factor based on current figures. 31 1.321.331.291.28 1.40 1.351.341.34 1.18 1.101.09 Levered Beta Levered Beta Barra Predicted Local Beta Bloomberg Raw Local Beta (2 Year, Weekly)

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C O N F I D E N T I A L P R O J E C T R A V E N B Vail & Pro Forma Impact

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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 LTM Price Performance $220 5 200 4 180 3 160 2 $143.72 (5.4%) 1 140 120 0 8/16/2018 10/28/2018 1/9/2019 3/23/2019 6/4/2019 8/16/2019 32 Source: FactSet as of 8/16/2019. Stock Price Volume (m)

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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 Illustrative ($ in millions) Pro Forma P&L Impact to Vail 33 Source: Vail management. Note:Vail and Raven fiscal years end of January 31st. 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%

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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 Pro Forma Capitalization Impact ($ in millions, except per share values) Vail Capitalization Current Illustrative Impact of Raven Acquisition Pro Forma Basic Shares Outstanding RSUs 409.2 16.5 7.2 1.3 416.4 17.8 Options (Gross) WAEP Options (Net Treasury Method) 2.0 $36.50 1.5 1.0 $91.34 0.4 2.9 $54.62 1.8 1 Fully Diluted Shares Outstanding (Gross) Fully Diluted Shares Outstanding (Net Treasury Method) 427.7 427.2 9.4 8.8 437.1 436.0 Basic Shares Owned by Diamond 330.7 7.2 337.9 % Basic Shares % FDSO (Gross) % FDSO (Net Treasury Method) 80.81% 77.32% 77.41% 0.33% (0.02%) 0.09% 81.14% 77.30% 77.50% Diamond % Voting 97.47% 0.06% 97.53% Net Debt $592 $1,743 $2,335 Net Leverage (FY'21E EBITDA Pre-SBC, Scenario A) Net Leverage (FY'21E EBITDA Pre-SBC, Scenario B) 0.1x 0.1x 0.4x 0.4x 0.5x 0.6x Source: Vail management, Raven management, Company filings and FactSet as of 8/16/2019. Note:Analysis based on an exchange ratio to Diamond of 0.0550 Vail Class B shares per Raven Class B share. Scenario A forecasts represent Vail’s current cloud transition trajectory. Scenario B forecasts represent an accelerated cloud transition scenario. 34 1 Reflects weighted average exercise price of the 1.0m to-be-issued Vail options.

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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 – Public Company Comparables ($ in billions, except per share amounts) Ente rprise Value / M argins Re v . Re v e nue EBIT (Pre -SBC) P/E (Pre -SBC) Growth Gross (Pre -SBC) EBIT (Pre -SBC) NI (Pre -SBC) Stock Price 8/16/19 % Change 52 Wk. Equity Value Ente rprise Value Company Low High 2019E 2020E 2019E 2020E 2019E 2020E '19 - '20 2019E 2020E 2019E 2020E 2019E 2020E Large Cap Software Microsoft $136.13 45% (4%) $1,059.4 $1,002.3 7.6x 6.8x 18.9x 16.8x 23.3x 20.8x 11% 66% 66% 40% 40% 34% 34% Cisco $46.96 17% (19%) 205.7 195.7 3.7 3.6 11.6 11.2 14.7 13.7 3% 64% 65% 32% 33% 27% 27% Oracle $53.59 26% (11%) 187.6 207.5 5.2 5.0 11.8 11.4 14.4 13.3 3% 80% 80% 44% 44% 33% 33% SAP €107.30 27% (14%) 146.4 158.4 5.2 4.8 17.7 15.8 21.9 19.7 7% 72% 73% 29% 31% 21% 22% Citrix $92.44 1% (19%) 12.7 12.9 4.3 4.1 14.5 13.7 16.9 15.3 4% 87% 87% 30% 30% 24% 25% High-Growth Infrastructure Salesforce $143.89 19% (14%) $116.8 $112.6 7.0x 5.8x 41.4x 30.9x NM 43.4x 21% 78% 78% 17% 19% 14% 15% Palo Alto Networks $199.27 22% (22%) 20.7 18.6 5.9 5.0 26.8 21.7 34.7 29.5 18% 77% 77% 22% 23% 19% 19% Splunk $124.79 42% (11%) 20.3 19.7 8.9 7.3 NM 45.1 NM NM 22% 85% 84% 14% 16% 13% 14% Arista Networks $221.18 17% (33%) 18.1 15.8 6.2 5.4 16.8 14.9 22.9 21.0 16% 64% 64% 37% 36% 31% 30% Nutanix $18.24 0% (70%) 3.9 3.6 2.8 2.4 NM NM NM NM 18% 78% 78% (26%) (24%) (27%) (24%) 35 Source: Vail management, public company filings and FactSet as of 8/16/2019. Note:FY financials used as proxy for prior CY metrics for Vail. Vail fiscal year ends Jan 31st. Scenario A forecasts represent Vail’s current cloud transition trajectory. Scenario B forecasts represent an accelerated cloud transition scenario. Vail valuation metrics based on unaffected share price of $153.09 as of 8/14/19. Vail (Sce nario A) Vail (Sce nario B) $153.09 17% (26%) $65.4 $66.0 $153.09 17% (26%) 65.4 66.0 6.6x 5.9x 19.9x 18.1x 23.6x 21.1x 12% NA NA 33% 33% 27% 27% 6.6 6.0 19.9 18.7 23.6 21.8 10% NA NA 33% 32% 27% 26% Global M e an Global M e dian 5.7x 5.0x 19.9x 20.2x 21.3x 22.1x 12% 75% 75% 24% 25% 19% 19% 5.6 5.0 17.2 15.8 21.9 20.2 14% 77% 77% 30% 30% 23% 23% M e an M e dian 6.2x 5.2x 28.4x 28.2x 28.8x 31.3x 19% 76% 76% 13% 14% 10% 11% 6.2 5.4 26.8 26.3 28.8 29.5 18% 78% 78% 17% 19% 14% 15% M e an M e dian 5.2x 4.9x 14.9x 13.8x 18.2x 16.5x 6% 74% 74% 35% 36% 28% 28% 5.2 4.8 14.5 13.7 16.9 15.3 4% 72% 73% 32% 33% 27% 27%

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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 ($ in billions) of Capital Analysis Barra Predicted Local Beta Bloomberg Historical (2 Year, Weekly, Raw) Capital Structure Market Debt / Debt / Levered Unlevered Levered Unlevered Company Value Cap. Equity Beta Beta Beta Beta Microsoft $1,059 7% 7% 0.948 0.890 1.074 1.009 Unlevered Beta 1.000 1.200 Cisco Systems 206 11% 12% 1.039 0.948 1.210 1.104 Target Debt/Capitalization 6.1% 6.1% Oracle 188 23% 30% 0.996 0.803 1.095 0.882 Target Debt/Equity 6.5% 6.5% SAP 146 10% 11% 1.033 0.955 0.955 0.883 Levering Factor 1.05 1.05 Levered Beta(1) Citrix Systems 13 6% 6% 0.932 0.887 0.815 0.776 1.055 1.266 salesforce com 117 3% 3% 1.126 1.101 1.390 1.359 Tax Rate 16.0% 16.0% Risk-Free Rate of Return(2) Palo Alto Networks 21 7% 8% 0.991 0.939 0.768 0.728 1.56% 1.56% Equity Risk Premium(3) Splunk 20 8% 8% 1.350 1.271 1.602 1.508 6.91% 6.91% Cost of Equity(4) Arista Networks 18 0% 0% 1.362 1.362 1.426 1.426 8.5% 9.9% Nutanix 4 10% 11% 1.764 1.573 1.827 1.629 Pre-Tax Cost of Debt 3.8% 3.8% Reference Range: 8.00% - 9.50% Source: Public company filings, Barra Beta Book, Bloomberg and FactSet as of 8/16/2019. Note: 1 2 3 4 5 Vail valuation metrics based on unaffected share price of $153.09 as of 8/14/19. Levered Beta = Unlevered Beta x [1 + (1 - Tax Rate)(Debt/Equity)]. Represents 10-year U.S. Treasury yield as of 8/16/2019. Long-horizon expected equity risk premium (historical): large company stock total returns minus long-term government bond income returns (Source: Duff & Phelps). Cost of Equity = (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). Weighted Average Cost of Capital = (After-Tax Cost of Debt)(Debt/Cap) + (Cost of Equity)(Equity/Cap). 36 Vail $65.4 6% 7% 1.266 1.202 1.494 1.418 WACC5 8.1% 9.4% Median of Peers 7% 8% 1.036 0.951 1.153 1.056 Assumptions

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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 – Last 6 Months Evolution of Betas 2.00 2.00 1.50 1.50 1.14 1.13 1.12 1.12 1.12 1.11 1.03 1.02 0.99 0.99 0.98 1.00 1.00 0.50 0.50 0.00 0.00 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 CAurgr-e1n9t Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 CurJreunl-t19 High / Low Median High / Low Median Source: Barra Beta Book and Bloomberg as of 8/16/2019. Note:Levered betas as of end of month noted. Levering factor based on current figures. 37 1.051.04 1.15 Levered Beta Levered Beta Barra Predicted Local Beta Bloomberg Raw Local Beta (2 Year, Weekly)

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C O N F I D E N T I A L P R O J E C T R A V E N C Updates Since Last Meeting (7/30/19)

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P R O J E C T R A V E N CU P D A T E S S I N C E L A S T M E E T I N G ( 7 / 3 0 / 1 9 ) Trading Update Since Last Committee Valuation Discussion Share Price Share Price Company 7/26/19 8/16/19 % Change Company 7/26/19 8/16/19 % Change Nutanix $24.50 $18.24 (26%) Dropbox $24.63 $17.48 (29%) Arista Networks $272.98 $221.18 (19%) Nutanix $24.50 $18.24 (26%) Cisco $56.53 $46.96 (17%) Box $16.97 $13.35 (21%) Palo Alto Networks $227.03 $199.27 (12%) CommVault $50.31 $41.84 (17%) Splunk $140.73 $124.79 (11%) FireEye $15.95 $13.28 (17%) Salesforce $159.97 $143.89 (10%) Domo $30.22 $25.42 (16%) Oracle $58.50 $53.59 (8%) Pegasystems $78.84 $70.07 (11%) SAP € 114.10 € 107.30 (6%) MobileIron $7.05 $6.82 (3%) Microsoft $141.34 $136.13 (4%) SailPoint $21.88 $21.97 0% Citrix $95.59 $92.44 (3%) Cloudera $6.01 $6.68 11% Talend $35.39 $40.16 13% Carbon Black $18.94 $22.67 20% Appian $39.89 $59.54 49% 38 Source: FactSet as of 8/16/2019. Rav e n (Curre nt) Rav e n (Unaffe cte d) $9.91 $14.00 41% $9.91 $8.30 (16%) M e dian M e an (11%) (4%) Vail (Curre nt) Vail (Unaffe cte d) $178.31 $143.72 (19%) $178.31 $153.09 (14%) M e dian M e an (11%) (12%) Raven Public Peers Vail Public Peers

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P R O J E C T R A V E N C U P D A T E S S I N C E L A S T M E E T I N G ( 7 / 3 0 / 1 9 ) Update to In-Vail ($ in millions) Raven Forecast FY 2020E FY 2021E FY 2022E FY 2023E FY 2024E FY 2025E FY 2026E FY 2027E FY 2028E FY 2029E FY 2030E Subscription Revenue Services Revenue Total Revenue $511 224 $574 226 $713 230 $876 255 $1,038 263 $1,194 268 $1,355 273 $1,518 279 $1,670 285 $1,803 290 $1,893 296 $735 $800 $943 $1,131 $1,301 $1,462 $1,629 $1,797 $1,954 $2,094 $2,189 % Growth 12% 9% 18% 20% 15% 12% 11% 10% 9% 7% 5% EBIT (Pre-SBC) % Margin ($69) (9%) ($29) (4%) $67 7% $185 16% $295 23% $369 25% $431 26% $493 27% $544 28% $589 28% $619 28% FY 2020E FY 2021E FY 2022E FY 2023E FY 2024E FY 2025E FY 2026E FY 2027E FY 2028E FY 2029E FY 2030E Subscription Revenue Services Revenue Total Revenue % Growth $540 224 $614 226 $743 230 $899 255 $1,055 263 $1,213 268 $1,377 273 $1,543 279 $1,697 285 $1,833 290 $1,924 296 $764 16% $840 10% $973 16% $1,153 19% $1,318 14% $1,482 12% $1,651 11% $1,822 10% $1,981 9% $2,123 7% $2,220 5% EBIT (Pre-SBC) % Margin ($44) (6%) $30 4% $104 11% $210 18% $303 23% $379 26% $441 27% $504 28% $556 28% $602 28% $633 28% Total Revenue % Growth EBIT (Pre-SBC) % Margin $29 4% $25 4% $40 1% $59 7% $30 (2%) $37 4% $23 (1%) $24 2% $17 (1%) $8 0% $19 0% $9 0% $22 0% $10 0% $25 0% $11 0% $27 0% $12 0% $29 0% $13 0% $31 0% $13 0% 39 Source: Vail management. Revised vs. Prior Forecast In-Vail Forecast as of August 21st In-Vail Forecast as of July 30th

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P R O J E C T R A V E N C U P D A T E S S I N C E L A S T M E E T I N G ( 7 / 3 0 / 1 9 ) Update on Valuation Drivers have traded down ~11% declined ~50 bps (Pre-SBC) Multiple3 Source: Vail management, public company filings, Barra Beta Book, Bloomberg and FactSet as of 8/16/19. 1 2 3 Previously showed only accelerated scenario. Based on 10-year treasury yield as of 8/16/19. Exit multiples apply to both 3-year and 5-year DCFs. 40 Raven Valuation ($m) Vail Valuation ($b) Commentary July 30thAugust 21stJuly 30thAugust 21st Raven forecast updated to reflect Q2 FY 2020 performance and confirmatory diligence Vail forecast to reflect current cloud / subscription trajectory & an accelerated transition scenario1 Forecast Assumptions FY’20E Revenue: $735$764 FY’20E Revenue: $10.0$10.0 FY’21E Revenue: $800$840 FY’21E Revenue: $11.0$11.0 – $11.2 FY’20E EBIT (Pre-SBC): ($69)($44) FY’20E EBIT (Pre-SBC): $3.3$3.3 FY’21E EBIT (Pre-SBC): ($29)$30 FY’21E EBIT (Pre-SBC): $3.5$3.5 - $3.7 Public Comparables Multiples EV / FY’20E Revenue: 3.5x – 6.0x3.0x – 5.5x EV / FY’20E Revenue: 5.5x – 8.0x5.0x – 7.5x Public peers for Raven Microsoft and SAP have traded down ~5% EV / FY’21E Revenue: 3.25x – 5.0x2.75x – 4.75x EV / FY’21E Revenue: 5.0x – 7.25x4.75x – 6.75x DCF Assumptions WACC: 9.75% - 11.0%9.25% - 10.5% WACC: 8.75% - 10.0%8.0% - 9.5% Risk free rate has 2 Public peers for Raven have traded down ~11% Terminal EBIT (Pre-SBC) Multiple (5-Year) 18.5x – 23.5x17.5x – 20.0x Scenario A: Terminal EBIT NA16.5x – 19.5x Terminal EBIT (Pre-SBC) Multiple (11-Year) 12.5x – 17.5x11.5x – 14.5x Scenario B: Terminal EBIT (Pre-SBC) Multiple3 17.5x – 22.5x17.5x – 20.5x

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Exhibit (c)(13)

 

Project Raven Discussion Materials Goldman Sachs & Co. LLC August 13, 2019 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the senior management of Diamond (the "Company") in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. 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. 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. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. 2 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Summary of Vail Proposal On August 13th, Vail made a proposal to Diamond outlining the following parameters for potential acquisition transaction of Raven: Diamond will exchange each of its shares of Raven’s Class B common stock for 0.0550 of a share of Vail Class A common stock — — — — Implies Raven’s Class B common stock at $8.71 per share1 Represents a 3.0% premium to 1-day spot exchange ratio and a 6.4% discount to the 30-day VWAP exchange ratio Values Diamond’s stake in Raven’s Class B common stock at $1,143mm2 Would increase Diamond’s economic ownership in Vail by 176bps (80.81% to 82.57%)3 Vail will acquire each of the outstanding shares of Raven’s Class A common stock for $14.25 per share in cash — Represents a 68.6% 1-day spot premium and a 5.0% discount to Raven’s IPO price of $15.00 per share — Among other conditions, the acquisition of Raven Class A common stock will be subject to non-waivable conditions requiring the following: –Approval of the holders of a majority of the outstanding Raven Class A common stock not owned by Diamond or its affiliates –Approval of the special committee of the Raven board of directors Source: Bloomberg as of 12-Aug-2019 1 Raven price per share implied from exchange ratio of 0.055x and Vail share price of $158.28 as of 12-Aug-2019. 2 Illustrative calculation of value of Vail shares issued to Diamond assumes Vail share price of $158.28 as of 12-Aug-2019. 3 Assumes 131.3m Raven shares held by Diamond, 330.7m Vail shares held by Diamond (300.0m Class B, 30.7m Class A) and 409.2 total Vail shares outstanding. 3 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Historical Exchange Ratio Analysis ($ in millions, except per share values) Implied Diamond PF Economic Ownership Implied Value to Raven Price Vail Price Implied Value to 1 2 Per Share Per Share Exchange Ratio in Vail Diamond Offer Price Current (08/12/19) 8.45 158.28 0.053 82.52 1,110 (34) 10-Day VWAP 9.07 163.75 0.055 82.59 1,151 8 20-Day VWAP 9.49 169.89 0.056 82.60 1,160 17 45-Day VWAP 10.43 170.09 0.061 82.78 1,274 131 Since FYQ1'20 Earnings VWAP 10.57 170.03 0.062 82.80 1,292 149 52-Week Low (Spot) 8.27 129.33 0.064 82.86 1,329 186 Source: Bloomberg as of 12-Aug-2019 1 Assumes 131.3m Raven shares held by Diamond, 330.7m Vail shares held by Diamond (300.0m Class B, 30.7m Class A) and 409.2 total Vail shares outstanding. 2 Illustrative calculation of value of Vail shares issued to Diamond assumes Vail share price of $158.28 as of 12-Aug-2019. 3 Offer given as a fixed exchange ratio; Raven price per share implied from exchange ratio of 0.055x and Vail share price of $158.28 as of 12-Aug-2019. 4 52-Week High (Spot) 29.15 206.80 0.141 85.33 2,930 1,786 60-Day VWAP 11.33 174.32 0.065 82.89 1,351 207 30-Day VWAP 9.92 168.92 0.059 82.69 1,221 78 15-Day VWAP 9.38 167.86 0.056 82.60 1,161 18 5-Day VWAP 8.66 156.55 0.055 82.58 1,150 7 Class B Offer3 $ 8.71 $ 158.28 0.055 x 82.57 % $ 1,143 NA As of Current (Aug-12) STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Overview of Potential Collar Structures Fixed Exchange Ratio Fixed Price Floating Exchange Ratio with Symmetric Collar Fixed Exchange Ratio within Collar (Symmetric) Target receives a fixed number of Acquiror shares (per Target share); the price paid fluctuates with Acquirer share price Target receives a fixed price per share (and fluctuating number of Acquiror shares) Target receives fluctuating number of Acquiror shares (per Target share) within collar range, and receives adjusted number of shares above/below the collar Target receives fixed number of Acquiror shares (per Target share) within collar range, and receives adjusted number of shares above/below the collar Deal Structure Target receives higher value as Acquiror share price rises Target receives fewer shares Provides value certainty within the collar – Target receives fewer shares within collar, and an adjusted fixed number of shares above the collar Caps upside to Target - Target receives fixed number of shares within collar, and less shares (fixed value) above the collar Acquiror Share Price Rises Target receives same nominal value Acquiror dilution remains constant Acquiror dilution is reduced above the collar Acquiror dilution is reduced Target receives lower value as Acquiror share price falls Target receives more shares Provides value certainty within the collar –Target receives more shares within the collar, and an adjusted fixed number of shares below the collar Limits downside to Target - Target receives fixed number of shares within the collar, and more shares (fixed value) below the collar Acquiror Share Price Falls Target receives same nominal value Acquiror dilution remains constant Acquiror dilution is increased Limits Acquiror dilution below band (important to prevent crossing, e.g., vote thresholds) Acquiror exposed to incremental dilution below the collar Illustration Acquiror price Value to Target 5 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Appendix

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Historical Trading Performance Since Raven IPO Since FY2020 Q1 Earnings 200% 120.0 % 30D % % 180% 110.0 % 160% 140% .0 % 100.0 % 38.9 % 120% .1)% 0 % 90.0 % 100% 80% 80.0 % 60% 22.4)% .3)% 40% 70.0 % Apr-18 Jun-18 Sep-18 Nov-18 Jan-19 Apr-19 Jun-19 Jun-19 Jun-19 Jul-19 Jul-19 Jul-19 S&P 500 Raven Vail Raven Vail S&P 500 Source: Bloomberg as of 12-Aug-2019 Appendix 7 Indexed Price Indexed Price Pe rform ance (%) 5D 10D 15D Rave n (6.7)% (11.2)% (16.7)% (20.0) Vail 1.6 % (10.9)% (13.0)% (5.3) 2 (7 ( 8. (46 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Raven / Vail Exchange Ratio Analysis Since Raven IPO Since FY2020 Q1 Earnings 0.075x 0.23x 0.19x 0.070x 0.16x 0.065x x x 0.12x 0.060x x 0.09x x x x x x 0.055x 0.05x x 0.050x Jun-19 Jun-19 Raven / Vail 10 Day VWAP 30 Day VWAP Offer Price Jul-19 Aug-19 0.02x 5 Day VWAP 15 Day VWAP Since Q1'20 Earnings Apr-18 Jul-18 Nov-18 Feb-19 May-19 Raven / Vail IPO Avg Source: Bloomberg as of 12-Aug-2019 1 Representative exchange ratio premia calculations based on respective volume-weighted average prices for Raven and Vail. Appendix 8 Exchange Ratio Exchange Ratio 0.135 0.053 Since Q1'20 E-Ratio Pre m ia1 5D 10D 15D 30D Earnings Rave n / Vail (3.5)% (3.6)% (4.4)% (9.1)% (14. 1)% 0.062 0.059 0.056 0.055 0.055 0.055 0.053 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Fixed vs. Floating Collar Summary Observations A collar mitigates the impact of fluctuations in the Acquiror’s share price — In a fixed exchange ratio (“fixed collar”) transaction, a collar adjusts the merger consideration in the event of significant upward or downward swings in Acquiror’s share price In a fixed price transaction (“floating collar”), a collar establishes the maximum and minimum number of Acquiror shares to be issued to the Target’s shareholders — Fixed Collar Floating Collar A fixed exchange ratio that has a price ceiling and a price floor A fixed price that has a share ceiling and a share floor If Acquiror’s share price decreases within the collar, the number of shares issued by Acquiror does not change If Acquiror’s share price decreases outside collar, it issues additional number of share If Acquiror’s share price decreases within the collar, it issues additional number of shares If Acquiror’s share price decreases outside collar, the number of shares issued by Acquiror Is capped If Acquiror’s share price increases within the collar, the number of shares issued by Acquiror does not change If Acquiror’s share price increases outside the collar, it issues fewer number of shares If Acquiror’s share price increases within the collar, it issues fewer shares If Acquiror’s share price increases outside the collar, the number of shares it issues is capped Appendix 9 Impact in the Case of Acquiror’s Share Price Rise Impact in the Case of Acquiror’s Share Price Decline Description STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Fixed Collar Value / Risk Trade-Offs Acquiror Shares to be Issued Acquiror Shares to be Issued Acquiror Stock Price Acquiror Share Price Advantages Considerations  When Acquiror’s share price increases outside collar ceiling, Acquiror delivers fewer shares Risk of additional dilution exists if Acquiror’s share price falls outside collar floor Acquiror issues fixed number of shares as long as its share price is within collar If Acquiror’s share price increases but remains within collar, higher implied value is received by Target Decrease in Acquiror’s share price below collar floor would result in additional shares to be issued to Target’s shareholders Some downside risk exists if Acquiror’s share price decreases but remains within collar Ability to share upside of increase in Acquiror’s share price is capped Target’s shareholders share in some upside if Acquiror’s share price increases but remains within collar Appendix 10 Number of Acquiror Shares to be Issued Value to Target Shareholders Target Acquiror Collar Floor Collar Ceiling Collar Floor Collar Ceiling STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Floating Collar Value/Risk Trade-Offs Acquiror Shares to be Issued Implied Value to be Received by Target Acquiror Stock Price Acquiror Stock Price Advantages Considerations Number of shares to be issued by Acquiror is capped by collar Some risk of additional dilution if Acquiror’s share price decreases but remains within collar An increase in Acquiror’s share price decreases number of Acquiror shares to be issued until collar ceiling is reached A decrease in Acquiror’s share price increases number of shares to be issued subject to collar floor Downside risk exists if Acquiror’s share price falls below collar floor Target gets to share in upside if Acquiror’s share price increases above collar cap Appendix 11 Number of Acquiror Shares to be Issued Implied Value to Target Shareholders Target Acquiror Collar Floor Collar Ceiling Collar Floor Collar Ceiling STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Summary Since 2003 Statistics from Precedent Collars (N = 17) Symmetry Source: Factset MergerMetrics for transactions greater than $200 million announced between 2003 and December 31, 2018 Note: Relatively Symmetric is defined by the upper collar range and lower collar range being within 5% of each other (but not absolutely symmetrical). Appendix 12 Collar 74% of collars have been asymmetric, 17% relatively symmetric, and 8% absolutely symmetric Collar Pricing Period 20 days and 10 days are the most common pricing periods, occurring in 44% and 26% of collared transactions since 2003, respectively Fixed Collars Median collar is 17% above / 16% below Acquiror’s 1-day prior stock price Mean collar is 14% above / 17% below Acquiror’s 1-day prior stock price Consideration: 18% stock-for-stock; 65% stock/cash combination; and 18% stock/cash election Floating Collars (N = 69) Median collar is 12% above / 12% below Acquiror’s 1-day prior stock price Mean collar is 14% above / 13% below Acquiror’s 1-day prior stock price Consideration: 26% stock-for-stock, 57% stock/cash combination; 17% stock/cash election Among 86 transactions with collars since 2003, 80% have floating collars and 20% have fixed collars Among transactions with collars, 26% have walk-away provisions — 59% available to Target only, 14% to Acquiror only, and 27% available to both No MOEs within sample have collars STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Exhibit (c)(14)

 

Project Raven Discussion Materials Goldman Sachs & Co. LLC August 21, 2019 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose t o any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind . STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors and senior management of Diamond (the "Company") in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. 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. 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. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. 2 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Situation Update On August 14th, Diamond filed a Schedule 13D/A related to ongoing discussions between special committees at Vail and Raven regarding a potential acquisition transaction of Raven with the following key parameters: Vail will acquire each of the outstanding shares of Raven’s Class A common stock for $15.00 per share in cash — Represents a 80.7% premium to Raven’s unaffected price (as of August 14, 2019) and at par with Raven’s IPO price of $15.00 per share Vested equity to be cashed out based on the “spread value” Unvested equity with a strike price <$15 to rollover into Vail securities based on $15 offer price Vail expects to grant $165mm of retention grants as part of the transaction — — — Diamond will exchange each of its shares of Raven’s Class B common stock for 0.055 of a share of Vail Class B common stock — — Implied Raven’s Class A common stock at $7.94 per share1 Represents a 1.4% premium to the unaffected Raven-Vail exchange ratio (as of August 14, 2019) and a 0.6% discount to the unaffected 30-day VWAP Raven-Vail exchange ratio (as of August 14, 2019) Values Diamond’s stake in Raven’s Class B common stock at $1,043mm2 The contemplated transaction would increase Diamond’s common stock ownership in Vail by 33bps to 81.1% and decrease Diamond’s fully-diluted ownership by 41bps to 77.0%3 — — Since Cisco reported Q4 earnings on and provided lower than expected guidance on August 14th, the stock has traded down ~9% and put pressure on other enterprise stocks, including Vail which is down ~9% over the same period Source: Bloomberg as of 20-Aug-2019 1 Raven price per share implied from exchange ratio of 0.055x and Vail share price of $144.42 as of 20-Aug-2019. 2 Illustrative calculation of value of Vail shares issued to Diamond assumes Vail share price of $144.42 as of 20-Aug-2019. Assumes 131.3m Raven shares held by Diamond. 3 Assumes 131.3m Raven Class B shares held by Diamond, 330.7m Vail shares held by Diamond (300.0m Class B, 30.7m Class A) and 409.2m total Vail shares outstanding. 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. For more detail see page 10. 3 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Historical Trading Performance Since Raven IPO Since FY2020 Q1 Earnings 200% 140.0 % 30D 20.9)% (9.4)% (9.3)% 180% 130.0 % 25.7 % 160% 120.0 % 140% 110.0 % 26.7 % 120% 8.7 % 8.6 % 2.6 % 100.0 % 100% (8.7)% 90.0 % 80% (12.5)% (15.2)% 80.0 % 60% (23.7%) 40% 70.0 % Apr-18 Aug-18 Dec-18 Apr-19 Aug-19 Jun-19 Jun-19 Jul-19 Jul-19 Aug-19 Cisco Raven Vail Cisco S&P 500 Raven Vail S&P 500 Source: Bloomberg as of 20-Aug-2019 1 Represents percentage change from closing share price as of unaffected date of 14-Aug-2019. Appendix 4 Indexed Price Indexed Price Pe rform ance (%)1 5D 10D 15D Rave n (3.8)% (12.4)% (16.0)% ( Vail (1.7)% (12.3)% (15.2)% Cis co (3.3)% (8.6)% (11.6)% 14-Aug-2019: Diamond 13D/A filed Unaffected 14-Aug-2019: Diamond 13D/A filed Unaffected (44.7%) STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Illustrative Analysis at Various ($ in millions, except per share values) Prices Value to Shareholders @ 0.055x eRatio Vail @ Unaffected Vail @ Spot @ $15.00 / Share Offer (x) Vail Stock Price 0.055 x $ 153.09 0.055 x $ 144.42 Implied Premium / (Discount) Metric $ 8.30 8.46 Unaffected 5-Day VWAP to Unaffected 1.4 % (0.5) (4.3)% (6.1) 80.7 % 77.3 10-Day VWAP to Unaffected 8.78 (4.1) (9.5) 70.8 30-Day VWAP to Unaffected 9.30 (9.5) (14.6) 61.2 52-Week High 29.15 (71.1) (72.8) (48.5) 52-Week Low 8.03 4.9 (1.1) 86.8 (-) Net Debt $(809) $(809) $(809) Implied Multiples Metric $ 889 915 FY'21E Revenue - Street¹ FY'21E Revenue - Raven Standalone² 1.9 x 1.8 1.7 x 1.7 4.3 x 4.1 Source: Per Raven Management (received 20-Aug-2019) and Vail Management (received 16-Aug-2019). Note: Assumes all options (vested or unvested) with an exercise price at or above $15.00 per share are cancelled. 1 Based on the mean of the combined estimates of analyst coverage per Thomson One. 2 Per Raven management (received 16-Aug-2019). 5 Implied Enterprise Value$ 1,662$ 1,516$ 3,790 Implied Equity Value$ 2,471$ 2,325$ 4,599 Contemplated transaction will increase Diamond common ownership in Vail to 81.14% (+33bps) Vail can issue net 5.9mm additional common shares (vesting, new share issuance, etc.) with Diamond ownership >80% Fully diluted Diamond ownership in Vail decreases to 77.00% (-41bps) Value per Share$ 8.42$ 7.94$ 15.00 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Appendix

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Historical Exchange Ratio Analysis ($ in millions, except per share values) | As of 20-Aug-2019 | Raven Unaffected Implied Diamond PF Common Economic Ownership Implied Diamond PF FD Economic Ownership Implied Exchange Ratio Implied Value to Raven Price Per Share Vail Price Per Share Implied Value to Offer Price 1 1 2 in Vail in Vail Diamond 1-Day 8.30 144.42 0.057 35 bps (39) bps 1,090 $ 47 5-Day VWAP 8.46 146.37 0.058 35 bps (39) bps 1,096 53 15-Day VWAP 9.09 154.26 0.059 36 bps (38) bps 1,117 74 30-Day VWAP 9.30 162.25 0.057 35 bps (39) bps 1,087 44 60-Day VWAP 11.21 168.23 0.067 40 bps (33) bps 1,263 220 52-Week High (Spot) 29.15 206.80 0.141 83 bps 17 bps 2,673 1,630 Source: Bloomberg as of 20-Aug-2019, Capitalization information Per Raven Management (received 20-Aug-2019) and Vail Management (received 16-Aug-2019) Note: Ownership calculations assume all options (vested or unvested) with an exercise price at or above $15.00 per share are cancelled 1 Assumes 131.3m Raven Class B shares held by Diamond, 330.7m Vail shares held by Diamond (300.0m Class B, 30.7m Class A) and 409.2m total Vail shares outstanding. 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. For more detail see page 10. 2 Illustrative calculation of value of Vail shares issued to Diamond assumes Vail share price of $144.42 as of 20-Aug-2019. 3 Offer given as a fixed exchange ratio (received 13-Aug-2019); Raven price per share implied from exchange ratio of 0.055x and Vail share price of $144.42 as of 20-Aug-2019. 7 Appendix 52-Week Low (Spot) 8.03 129.33 0.062 37 bps (36) bps 1,177 134 Since FYQ1'20 Earnings VWAP 10.54 165.76 0.064 38 bps (35) bps 1,206 163 45-Day VWAP 10.30 164.86 0.062 38 bps (36) bps 1,184 142 20-Day VWAP 9.38 157.42 0.060 36 bps (38) bps 1,130 88 10-Day VWAP 8.78 149.03 0.059 36 bps (38) bps 1,117 74 3-Day VWAP 8.39 143.92 0.058 35 bps (39) bps 1,105 62 Class B Offer3 $ 7.94 $ 144.42 0.055 x 33 bps (41) bps $ 1,043 NA STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Historical Exchange Ratio Analysis ($ in millions, except per share values) | As of 14-Aug-2019 | Vail & Raven Unaffected Implied Diamond PF Common Economic Ownership Implied Diamond PF FD Economic Ownership Implied Exchange Ratio Implied Value to Raven Price Per Share Vail Price Per Share Implied Value to Offer Price 1 1 2 in Vail in Vail Diamond 1-Day 8.30 153.09 0.054 33 bps (42) bps 1,090 $(16) 5-Day VWAP 8.46 156.91 0.054 33 bps (42) bps 1,084 (22) 15-Day VWAP 9.09 163.79 0.055 34 bps (41) bps 1,115 10 30-Day VWAP 9.30 168.11 0.055 33 bps (41) bps 1,113 7 60-Day VWAP 11.21 172.59 0.065 39 bps (35) bps 1,305 200 52-Week High (Spot) 29.15 206.80 0.141 83 bps 16 bps 2,833 1,728 Source: Bloomberg as of 14-Aug-2019, Capitalization information Per Raven Management (received 20-Aug-2019) and Vail Management (received 16-Aug-2019) Note: Ownership calculations assume all options (vested or unvested) with an exercise price at or above $15.00 per share are cancelled 1 Assumes 131.3m Raven Class B shares held by Diamond, 330.7m Vail shares held by Diamond (300.0m Class B, 30.7m Class A) and 409.2m total Vail shares outstanding. 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. For more detail see page 10. 2 Illustrative calculation of value of Vail shares issued to Diamond assumes Vail share price of $153.09 as of 14-Aug-2019. 3 Offer given as a fixed exchange ratio (received 13-Aug-2019); Raven price per share implied from exchange ratio of 0.055x and Vail share price of $153.09 as of 14-Aug-2019. 8 Appendix 52-Week Low (Spot) 8.03 129.33 0.062 37 bps (37) bps 1,248 143 Since FYQ1'20 Earnings VWAP 10.54 169.46 0.062 38 bps (37) bps 1,250 144 45-Day VWAP 10.30 169.31 0.061 37 bps (38) bps 1,223 117 20-Day VWAP 9.38 167.93 0.056 34 bps (41) bps 1,123 18 10-Day VWAP 8.78 160.12 0.055 33 bps (42) bps 1,102 (3) 3-Day VWAP 8.39 156.50 0.054 32 bps (43) bps 1,077 (28) Class B Offer3 $ 8.42 $ 153.09 0.055 x 33 bps (42) bps $ 1,106 NA STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Raven / Vail Exchange Ratio Analysis Since Raven IPO2 Since FY2020 Q1 Earnings2 0.075x 0.250 x nce Q1'20 rnings 2.8)% 1.6)% 0.070x 0.200 x 0.065x 0.150 x 0.064 x 34 x 0.060x 0.059 x 0.059 x 0.100 x 0.058 x 0.057 x 0.057 x 57 x 0.055x 0.055 x 0.050 x 0.050x Jun-19 Jun-19 Raven / Vail 10 Day VWAP 30 Day VWAP Class B Offer Jul-19 Jul-19 5 Day VWAP 15 Day VWAP Aug-19 0.0 x Apr-18 Aug-18 Dec-18 Apr-19 IPO Avg Aug-19 Since Q1'20 Earnings Raven / Vail Source: Bloomberg as of 20-Aug-2019 1 Representative exchange ratio premia calculations based on respective volume-weighted average prices for Raven and Vail. 14-Aug-2019 unaffected exchange ratio of 0.054x. 2 Raven share price held constant at unaffected price of $8.30 for exchange ratios calculated from 14-Aug-2019 onwards. Appendix 9 Exchange Ratio Exchange Ratio 0.1 0.0 14-Aug-2019: Diamond 13D/A filed Unaffected 0.054x Si E-Ratio Premia 5D 10D 15D 30D Ea Raven / Vail1 0.5 % (1.1)% (2.3)% (2.0)% (1 Class B Offer 2.0 % 0.3 % (0.9)% (0.6)% (1 STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Pro Forma Vail Capitalization Illustrative Max Dilution from Future Vesting Events Pro Forma Transaction Adjustments incremental e dilution $192m of Calistoga equity wards 5,105,683 (4,055,508) Note: Assumes all options (vested or unvested) with an exercise price at or above $15.00 per share are cancelled ¹ Illustration assumes that all outstanding RSUs and Options (with an exercise price below $15.00) are treated as vested / accelerated without TSM treatment of options. 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. ² Pro Forma Vail shares issued calculated by taking Raven shares of 131.3mm and multiplying by an exchange ratio of 0.055x. ³ New Vail RSUs converted calculated by taking outstanding Raven RSUs of 15.2mm and multiplying by an exchange ratio of 0.104x (assumes unvested RSUs roll into Vail RSUs). New Vail RSUs granted (retention pool) calculated by dividing $357mm of awards granted by the Vail share price of $144.42 as of 20-Aug-2019. The 0.104x exchange ratio is based on Vail’s share price of $144.42 as of 20-Aug-2019 and Raven’s Class A offer price of $15.00. 4 New Vail options converted calculated by taking 10.1mm unvested options outstanding (with an exercise price below $15.00) and multiplying by an exchange ratio of 0.104x. Assumes vested options (with an exercise price below $15.00) cashed out at spread value and unvested options roll into Vail options. The new WAEP is calculated by dividing the unvested option WAEP of $9.70 (for all unvested options with an exercise price below $15.00) by an exchange ratio of 0.104x. The 0.104x exchange ratio is based on Vail’s share price of $144.42 as of 20-Aug-2019 and Raven Class A offer price of $15.00. 10 Appendix Class A Common Stock109,209,870-Class B Common Stock²300,000,0007,221,836 Total Common Stock409,209,8707,221,836 Restricted Stock / PSU³16,517,0004,055,508 Options Outstanding41,969,0001,050,175 WAEP4$ 36.50$ 93.35 Net Options (TSM)41,471,365371,374 Total Fully-Converted Shares Outstanding427,695,87012,327,519 Total Fully-Diluted Shares Outstanding427,198,23511,648,718 109,209,870 307,221,836Inc 5,105,683 ludes-114,315,553 307,221,836 421,537,389 16,517,000 1,969,000 $ 36.50 1,471,365 440,023,389 439,525,753 416,431,706futur from 20,572,508a 3,019,175 $ 56.27 (1,050,175) - 1,842,738 440,023,389 438,846,952 (371,374) - 678,801 Vail Shares Held by Diamond330,678,605337,900,441 % Common Ownership % Fully-Diluted Ownership % Fully-Converted Ownership77.32%76.79% Source: Per Raven Management (received 20-Aug-2019) and Vail Management (received 16-Aug-2019) 337,900,441 76.79% 80.16% 76.88% 80.81% 77.41% 81.14% 77.00% Pro Forma Full Acceleration¹ Pro Forma Adjustments Current STRICTLY CONFIDENTIAL, PRELIMINARY DRAFT AND SUBJECT TO CHANGE

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Exhibit (c)(15)

 

STRICTLY CONFIDENTIAL Project Dawn Presentation to Diamond and the Diamond Board of Directors August 21, 2019

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STRICTLY CONFIDENTIAL Disclaimer This presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Board of Directors of Diamond (the “Company”) in considering the transaction described herein based on information provided by the Company and upon information from third party sources. Moelis has not assumed any responsibility for independently verifying the accuracy of such information, and disclaims any liability with respect to the information herein. In this presentation, Moelis, at the Company’s direction, has used certain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which were provided to Moelis by the Company and/or such other parties and which Moelis has assumed, at the Company’s direction, were prepared based on the best available estimates and judgments of the management of the Company and/or such other parties as to the future performance of the Company and/or such other parties. This presentation is provided as of the date hereof and Moelis assumes no obligation to update it or correct any information herein. This presentation is solely for informational purposes. This presentation is not intended to provide the sole basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipient should make its own independent business decision based on all other information, advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an offer to buy any business, security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting, actuarial or legal advice. Absent Moelis’ prior written consent, this material, whether in whole or in part, may not be copied, photocopied, or duplicated in any form by any means, or redistributed. Moelis and its related investment banking entities provide mergers and acquisitions, recapitalization, restructuring, corporate finance and other financial advisory services to clients and affiliates of Moelis provide investment management services to clients. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this material. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Moelis and its affiliates may have advised, may seek to advise and may in the future advise or invest in companies referred to in this presentation. [ 1 ]

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STRICTLY CONFIDENTIAL I. Executive Summary

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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 45.4%¹ of Raven and 77.4%² of Vail  Further, Vail owns economic interests of approximately 15.3%¹ of Raven  Basic: 80.8% ownership Basic: 16.1% ownership Basic: 36.0% ownership Diluted: 39.4% ownership Voting: 5.3% control NON-D/V RAVEN RAVEN Basic: 47.9% ownership Diluted: 45.4% 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 2, 2019 per Raven management Per public filings as of June 10, 2019 and March 29, 2019 [ 3 ] 1. 2. DIAMOND Diluted: 77.4% ownership Voting: 97.4% control Diluted: 15.3% ownership Voting: 23.8% control VAIL

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STRICTLY CONFIDENTIAL Executive Summary Summary of Vail Offer to Raven  Cash consideration to be paid utilizing a combination of either cash on hand or third-party financing  Match Rights: Three business days to adjust the terms of the Agreement in the event of a competing [ 4 ] Source: Based on draft merger agreement dated August 20, 2019 CONSIDERATION Diamond to receive 0.055 Vail Class B shares for each share of Raven it holds (fixed exchange ratio) Non-Diamond / Non-Vail shareholders to receive a cash offer price of $15.00 per share Dilutive securities not acquired for cash as part of the transaction to be exchanged for comparable securities in Vail (floating exchange ratio) FINANCING No financing condition NON-DIAMOND / NON-VAIL SHAREHOLDER APPROVALS Raven: Majority of non-Diamond / non-Vail shareholders Vail: None (Diamond to deliver required shareholder approval at signing) TERMINATION FEE $100 million, payable by Raven to Vail if:  Vail terminates as a result of Raven changing its recommendation  Raven terminates to take a Superior Proposal  An Alternative Acquisition Proposal is made, the merger agreement is terminated as a result of reaching the Outside Date, failure to receive Raven stockholder approval or a Raven breach and Raven enters into an Alternative Acquisition Agreement within 12 months after termination (which is subsequently consummated) OTHER No Solicitation: Raven will not directly or indirectly solicit, initiate or knowingly take action to facilitate or encourage the submission of any alternative offer or proposal Competing Proposal: Notification and information rights around the timing and status of a competing proposal Acquisition Proposal Termination: After match period, Raven may terminate to take a Superior Proposal, subject to payment of the Termination Fee

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STRICTLY CONFIDENTIAL Executive Summary Summary of Vail Offer to Raven (Cont’d) OFFER SUMMARY Total Basic Shares Outstanding ² (+) Dilutive Shares ² 274.1 32.6 274.1 15.5 274.1 15.3 Fully Diluted Shares Outstanding (x) Implied Share Price 306.8 $15.00 289.6 $8.42 289.4 $8.30 (-) Cash & Cash Equivalents ² (809) (809) (809) Implied TEV Multiples Metric Multiple TEV / LTM Revenue (as of 5/3/19) TEV / FY20E Revenue (Raven Standalone Case) TEV / NTM Revenue (Raven Standalone Case) TEV / FY21E Revenue (Raven Standalone Case) TEV / FY20E Revenue (Wall Street Consensus) ³ TEV / NTM Revenue (Wall Street Consensus) ³ TEV / FY21E Revenue (Wall Street Consensus) ³ $687 776 811 915 761 789 889 5.5x 4.9 4.7 4.1 5.0 4.8 4.3 2.4x 2.1 2.0 1.8 2.1 2.1 1.8 2.3x 2.1 2.0 1.7 2.1 2.0 1.8 Per Share Premium Comparison Price Premium Unaffected Share Price (as of 8/14/19) Current Share Price (as of 8/20/19) $8.30 13.69 80.7% 9.6 1.4% (38.5) --(39.4%) 5D VWAP (beginning 8/8/19) 10D VWAP (beginning 8/1/19) 30D VWAP (beginning 7/3/19) 8.46 8.78 9.80 77.3 70.8 53.0 (0.5) (4.1) (14.1) (1.9) (5.5) (15.3) 52-Week High (as of 9/5/18) 52-Week Low (as of 8/14/19) 29.15 8.03 (48.5) 86.8 (71.1) 4.9 (71.5) 3.4 Source: Note: 1. 2. 3. Bloomberg; Capital IQ; Diamond management; Public filings; Raven management; Vail management; Wall Street research Based on draft merger agreement dated August 20, 2019; market data as of August 20, 2019; VWAP measurement of trading days as of the unaffected date (August 14, 2019) Implied share price as of the unaffected date (August 14, 2019) As of August 2, 2019 per Raven management; effective dilutive securities based on illustrated implied share price Based on the mean of the combined estimates of analyst coverage per Thomson One [ 5 ] Implied Total Enterprise Value ("TEV")$3,793$1,630$1,594 Implied Equity Purchase Price$4,602$2,438$2,402 ($ in millions, except per share figures) Raven Consideration Non-Diamond / Non-VailDiamond SharesRaven Shares @ $15.00 Offer Price@ 0.055x Exchange Ratio ¹@ Unaffected Price

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STRICTLY CONFIDENTIAL Executive Summary Implied Value Creation Analysis Overview  In evaluating the impact of the transaction to Diamond, Moelis performed separate discounted cash flow analyses of Raven and Vail to determine the value of Diamond’s economic interest in both companies before a potential transaction and in the combined Raven / Vail after a potential transaction  To determine the change in economic value in relation to Raven, Moelis compared Raven’s standalone equity value to Raven’s eq uity value if operated under Vail ownership  Raven’s standalone equity value was derived using the Raven Standalone Case forecast as provided by Diamond  Raven’s equity value if operated under Vail ownership was derived using the Raven In-Vail Case forecast as provided by Vail  To determine the change in economic value in relation to Vail, Moelis compared Diamond’s ownership of equity value attributable to Vail before and after a potential transaction to determine the potential forgone economic value associated with a reduction in pro forma fully diluted ownership  For purposes of its analyses, when reviewing the low end of ranges of implied economic value to Diamond, Moelis assumed the highest estimated value for Vail from the range of values as implied by the discounted cash flow analysis  For purposes of its analyses, when reviewing the high end of ranges of implied economic value to Diamond, Moelis assumed the lowest estimated value for Vail from the range of values as implied by the discounted cash flow analysis  In addition to the impact of the Raven forecasts and Diamond ownership in Vail, Moelis separately adjusted the economic impac t following the transaction to account for:  Estimated cash consideration provided to non-Diamond / non-Vail shares of $1,682 million 1  Estimated Vail and Raven transaction fees and expenses of $80 million, as directed by Diamond  Estimated Diamond transaction fees and expenses of $25 million, as directed by Diamond PRE-TRANSACTION SUMMARY STRUCTURE PRO FORMA SUMMARY STRUCTURE Diluted: 77.4% ownership 3 % ownership 4 RAVEN Voting: 23.8% control Source: Note: Diamond management; Public filings; Vail management 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 Based on 98.6 million non-Diamond / non-Vail basic shares outstanding, 28.0 million vested options outstanding with an illustrative weighted average exercise price of $7.79 as of August 2, 2019 and August 18, 2019 per Raven management As of May 31, 2019 per Diamond 13D filing Per public filings as of June 10, 2019 and March 29, 2019 As of August 2, 2019 per Raven management Based on exchange ratio of 0.055 shares of Vail for each Raven share owned by Diamond; Diamond holds 131.3 million Raven shar es as of May 3, 2019, per Raven management Assumes exchange ratio of 0.104 for dilutive securities, including unvested options and RSUs based on draft merger agreement dated August 20, 2019 1. 2. 3. 4. 5. 6. [ 6 ] Basic: 80.8% ownership 2 Voting: 97 Diluted: 45.4% ownership 4 VAILVoting: 70.8% control Basic: 16.1% ownership 4 Diluted: 15.3% ownership 4 Diamond owns an 77.4% economic stake in Vail and an effective 57.2% economic stake in Raven DIAMOND .4% control Basic: 47.9 DIAMOND Basic: 81.1% ownership 5 Diluted: 77.3% ownership 6 VAIL 100% economic ownership RAVEN Diamond to own an effective 77.3% economic stake in Vail and Raven

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STRICTLY CONFIDENTIAL Executive Summary Summary Pre-/Post Transaction Value Creation Calculation Raven Implied Equity Value % Diamond Direct Ownership in Raven % Vail Ownership in Raven $3,219 45.4% 15.3% $6,310 45.4% 15.3% $4,520 --100.0% $8,371 --100.0% $1,300 (45.4%) 84.7% $2,062 (45.4%) 84.7% % Aggregate Diamond Ownership in Raven ³ 57.2% 57.2% 77.3% 77.3% 20.1% 20.1% Less: Raven Cash Consideration % Diamond Ownership in Vail $ --77.4% $ --77.4% ($1,682) 77.3% ($1,682) 77.3% ($1,682) (0.1%) ($1,682) (0.1%) Assumed Vail Implied Equity Value % Diamond Ownership in Vail $125,741 77.4% $72,570 77.4% $125,741 77.3% $72,570 77.3% $ --(0.1%) $ --(0.1%) Less: Diamond Transaction Expenses Less: Vail and Raven Transaction Expenses % Diamond Ownership in Vail $ ---- 77.4% $ ---- 77.4% ($25) (80) 77.3% ($25) (80) 77.3% ($25) (80) (0.1%) ($25) (80) (0.1%) Source: Note: Diamond management; Public filings; Raven management; Vail management Pre-transaction fully diluted ownership figures based on unaffected price as of August 14, 2019; does not reflect potential impact of Raven’s net o perating losses or potential impact to Diamond’s standalone business Low end of range of values; Raven implied equity value based on 12.5% WACC and 3.5x terminal NTM revenue multiple for Raven Standalone Case and 10.75% WACC and 3.5x terminal NTM revenue multiple for Raven In-Vail Case High end of range of values; Raven implied equity value based on 9.25% WACC and 6.0x terminal NTM revenue multiple for Raven Standalone Case and 7.5% WACC and 6.0x terminal NTM revenue multiple for Raven In-Vail Case Vail ownership in Raven is multiplied by Diamond’s pre-transaction fully diluted ownership in Vail (77.4%), resulting in effective Diamond ownership of 11.8% Low end of range of Vail implied equity values based on 6.5% WACC and 25.0x terminal NTM unlevered free cash flow multiple; high end of Vail implied equity values based on 9.0% WACC and 15.0x terminal NTM unlevered free cash flow multiple Estimated transaction expenses as directed by Diamond 1. 2. 3. 4. [ 7 ] 5. $177$1,426 Implied Economic Value ($87)($87) ($87)($87) Less: Transaction Expenses Attributable to Diamond$ --$ --($89)($52) $97,236$56,118 Vail Implied Equity Value Attributable to Diamond$97,325$56,170 $354$1,565 $2,195$5,173 Net Raven Implied Equity Value Attributable to Diamond$1,841$3,609 ($1,300)($1,300) ($1,300)($1,300) Less: Raven Cash Consideration Attributable to Diamond$ --$ --$1,654$2,865 $3,495$6,474 Raven Implied Equity Value Attributable to Diamond$1,841$3,609 Nom. Variance Low ¹High ² Pro Forma Low ¹High ² ($ in millions) Value Components Standalone Low ¹High ²

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STRICTLY CONFIDENTIAL Executive Summary Implied Value Creation Analysis DIAMOND IMPLIED VALUE CREATION SENSITIVITY ANALYSIS ($ in millions) Raven Standalone Case Discount Rate 12.500% 10.875% 9.250% Raven In-Vail Case Discount Rate 10.750% 9.125% 7.500% Raven Terminal NTM Revenue Multiple 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x Source: Note: Diamond management; Public filings; Raven management; Vail management Pre-transaction fully diluted ownership figures based on unaffected price as of August 14, 2019; does not reflect potential impact of Raven’s net operating losses or potential impact to Diamond’s standalone business The sensitivity analysis incorporates the range of implied values for Vail, and the implied impact from the reduced ownership by Diamond, based on a WACC range of 6.5% to 9.0% and a terminal NTM unlevered free cash flow multiple range of 15.0x to 25.0x; when using a Raven terminal NTM revenue multiple of 3.5x, 4.75x and 6.0x, the corresponding terminal NTM unlevered free cash flow multiple used for Vail is 25.0x, 20.0x and 15.0x, respectively; when using a Raven Standalone Case WACC of 12.5%, 10.875% and 9.25%, the corresponding WACC used for Vail is 6.5%, 7.75% and 9.0%, respectively 1. [ 8 ] Incremental Implied Economic Value$177$465$752$386$724$1,060$631$1,030$1,426 Terminal Value Multiple Sensitivity WACC Sensitivity Implied Value Creation Range ¹

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STRICTLY CONFIDENTIAL Executive Summary Financial Analysis Considerations ECONOMIC CONSIDERATIONS  Moelis’ financial analyses do not reflect the following potential incremental or negative value considerations:  Raven’s balance of net operating losses and other potential tax attributes that may become available to Vail as a result of the potential transaction  Gross federal, state and foreign net operating loss carryforwards of $55.7 million, $449.7 million and $189.0 million, respectively, as of February 1, 2019  Potential impact to Diamond’s standalone business associated with the transaction  Synergies associated with greater integration between Diamond and Raven businesses under Vail  Impact of Raven’s financial profile, including its negative cash flows, to the standalone valuation of Vail  Raven generated $657 million of revenue and ($20) million of unlevered free cash flow in FY19A while Vail generated $8,974 million of revenue and $3,514 million of unlevered free cash flow TRANSACTION CONSIDERATIONS  The implied exchange ratio for dilutive securities, including options and RSUs, will impact Diamond’s post-transaction fully diluted ownership  As a result of the potential transaction, Diamond’s fully diluted economic ownership is estimated to decrease in the event that the implied exchange ratio is greater than 0.087, or less than an implied average Vail share price of $171.841 ADDITIONAL CONSIDERATIONS  Moelis estimated the terminal value of Raven, in both the Raven Standalone Case and Raven In-Vail Case, at the end of the forecast period by using a terminal revenue multiple  Although the Raven Standalone Case and Raven In-Vail Case have a similar revenue profile in the terminal year, the Raven In-Vail Case demonstrates a greater operating and free cash flow profile relative to the Raven Standalone Case  Given the incremental economic value is, in part, driven by the relative value implied between the Raven Standalone Case and Raven In-Vail Case, the use of revenue multiples may not fully ascribe value to the improved relative profitability and free cash flow profile of the Raven In-Vail Case Source:Public filings Note: [ 9 ] 1. Assumes spot price is equivalent to measurement period for exchange ratio

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STRICTLY CONFIDENTIAL II. Raven Discounted Cash Flow Analysis

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STRICTLY CONFIDENTIAL Raven Discounted Cash Flow Analysis Raven Discounted Cash Flow Methodology Overview  A discounted cash flow analysis is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and estimated present value of the terminal value of such company  For purposes of this analysis, unlevered free cash flows were calculated as non-GAAP operating income, less cash taxes, plus non-GAAP depreciation and amortization expenses, less capital expenditures, less increases in net working capital and other cash items, less stock based compensation  The forecasts utilized reflect a fiscal year ending January 31 and were supplied by Vail and Diamond management Assuming a valuation date of October 31, 2019, Moelis calculated the estimated present value of the standalone unlevered free cash flows that Raven is estimated to generate during the forecast period as well as during the terminal period  For the Raven Standalone Case and Raven In-Vail Case, the projection period consists of the three remaining months of FY20E through FY30E  Moelis estimated the terminal value of Raven at the end of the forecast period by using a terminal revenue multiple of 3.5x – 6.0x  The terminal revenue multiple was applied to the estimated revenue for the next twelve month period following the last year of the forecast period, which, as directed by Diamond management, was informed based on the revenue growth estimates of the last year of the forecast period  The selected terminal revenue multiple range was informed by considering the historical trading range of Raven as well as the TEV / NTM revenue multiples of the selected publicly traded companies With respect to the Raven Standalone Case, the cash flows and terminal value were then discounted to present value as of October 31, 2019 using discount rates ranging from 9.25% to 12.5% based on a weighted average cost of capital calculation for Raven standalone  Risk-free rate of 1.84% based on 20-year US Treasures (as of 8/20/19)  Long-horizon equity risk premium (supply-side) of 6.14% per the 2018 Duff & Phelps Valuation Handbook  Size premium of 1.39% calculated using the average of the 5th and 6th decile provided by the 2018 Duff & Phelps Valuation Handbook, based on companies with an equity value between ~$2.0 billion and ~$4.5 billion  Projected marginal tax rate of 25.0% per Diamond management  5.8% cost of debt based on median of the effective interest rates for the liability component of the following selected publicly traded companies’ convertible notes: Splunk, FireEye and New Relic  Debt / total capitalization based on Raven’s selected publicly traded companies   [ 11 ] Source: 2018 Duff & Phelps Valuation Handbook; Bloomberg; Capital IQ; Diamond management; Public filings; U.S. Department of the Treasury; Vail management Note: Market data as of August 20, 2019

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STRICTLY CONFIDENTIAL Raven Discounted Cash Flow Analysis Raven Discounted Cash Flow Methodology Overview (Cont’d)  With respect to the Raven In-Vail Case, as the forecast assumes that Raven is operated under Vail’s ownership, the cash flows and terminal value were discounted to present value as of October 31, 2019 using discount rates ranging from 7.50% to 10.75% based on a weighted average cost of capital calculation In determining the cost of equity, Moelis referenced the unlevered beta range of Raven as determined for the Raven Standalone Case, in addition to the following assumptions:     Risk-free rate of 1.84% based on 20-year US Treasures (as of 8/20/19) Long-horizon equity risk premium (supply-side) of 6.14% per the 2018 Duff & Phelps Valuation Handbook Based on Vail, a size premium of (0.30%) calculated using the average of the 1st decile provided by the 2018 Duff & Phelps Valuation Handbook, based on companies with an equity value between ~$29 billion and ~$1,073 billion In determining the cost of debt, Moelis used the following assumptions to reflect Raven operating under Vail’s ownership:     Projected marginal tax rate of 17.0% per Vail management 3.47% cost of debt based on the yield-to-worst of Vail’s Senior Note due 2027 Debt / total capitalization based on Vail’s selected publicly traded companies [ 12 ] Source: Note: 2018 Duff & Phelps Valuation Handbook; Bloomberg; Capital IQ; Public filings; U.S. Department of the Treasury; Vail management Market data as of August 20, 2019

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STRICTLY CONFIDENTIAL Raven Discounted Cash Flow Analysis Raven Discounted Cash Flow Analysis (Raven Standalone Case) UNLEVERED FREE CASH FLOWS Revenue % Growth EBITDA % Margin Less: D&A $194 $915 18.0% $10 1.1% (14) $1,071 17.0% $70 6.5% (14) $1,232 15.0% $100 8.1% (13) $1,404 14.0% $134 9.6% (9) $1,587 13.0% $181 11.4% (10) $1,761 11.0% $233 13.3% (11) $1,920 9.0% $290 15.1% (12) $2,054 7.0% $348 16.9% (13) $2,157 5.0% $405 18.8% (14) $2,243 4.0% $463 20.6% (14) $2,333 4.0% $481 20.6% (15) ($6) (2.9%) (4) Non-GAAP Operating Income (Loss) % Margin Less: Taxes ($10) (5.0%) --($4) (0.4%) --$56 5.2% --$87 7.1% --$125 8.9% --$171 10.8% (9) $222 12.6% (20) $278 14.5% (33) $335 16.3% (48) $392 18.2% (63) $449 20.0% (79) $467 20.0% (82) NOPAT Add: D&A Less: Capital Expenditures Less: Increase in Net Working Capital ($10) $4 (3) 4 ($4) $14 (10) 19 $56 $14 (10) 22 $87 $13 (9) 22 $125 $9 (9) 24 $162 $10 (10) 25 $202 $11 (11) 24 $244 $12 (12) 22 $287 $13 (13) 19 $329 $14 (14) 14 $370 $14 (14) 12 $385 $15 (15) 12 Unlevered Free Cash Flow (Before SBC) Less: Stock Based Compensation ($4) (21) $19 (96) $82 (107) $113 (117) $149 (126) $187 (135) $226 (141) $266 (144) $306 (144) $343 (140) $382 (135) $397 (140) RAVEN ENTERPRISE VALUE SENSITIVITY RAVEN EQUITY VALUE SENSITIVITY ¹ ($ in millions) ($ in millions) 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 9.250% 10.875% 12.500% 9.250% 10.875% 12.500% RAVEN TERMINAL GROWTH RATE SENSITIVITY RAVEN IMPLIED PRICE PER SHARE SENSITIVITY ² 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 9.250% 10.875% 12.500% 9.250% 10.875% 12.500% Source: Note: 1. 2. Raven management; Diamond management Assumes stock based compensation is treated as a cash expense; does not reflect potential incremental value associated with Raven’s net operating loss balance Based on $808.6 million of cash and zero debt as of August 2, 2019 per Raven management Based on 274.1 million basic shares outstanding, 39.4 million options outstanding with a weighted average exercise price of $ 8.38 and 15.3 million RSUs as of August 2, 2019 per Raven management [ 13 ] WACC WACC WACC WACC $13.64$16.92$20.20 12.0914.8717.65 10.7913.1515.51 5.6%6.5%7.1% 7.1%8.1%8.6% 8.6%9.6%10.2% NTM Revenue Exit Multiple NTM Revenue Exit Multiple $4,154$5,232$6,310 3,6464,5595,472 3,2193,9944,769 $3,345$4,423$5,501 2,8373,7504,663 2,4113,1863,961 NTM Revenue Exit Multiple NTM Revenue Exit Multiple Unlevered Free Cash Flow($25)($77)($26)($4)$23$52$85$122$162$203$248$257 3 Mo.Fiscal Year Ended January 31,Terminal ($ in millions)2020E2021E2022E2023E2024E2025E2026E2027E2028E2029E2030EPeriod

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STRICTLY CONFIDENTIAL Raven Discounted Cash Flow Analysis Raven Discounted Cash Flow Analysis (Raven In-Vail Case) UNLEVERED FREE CASH FLOWS Revenue % Growth EBITDA % Margin Less: D&A $191 $840 9.8% $47 5.6% (17) $973 15.9% $123 12.6% (19) $1,153 18.5% $227 19.6% (17) $1,318 14.3% $322 24.4% (19) $1,482 12.4% $397 26.8% (18) $1,651 11.4% $461 28.0% (20) $1,822 10.3% $526 28.9% (22) $1,981 8.8% $575 29.0% (19) $2,123 7.1% $622 29.3% (20) $2,220 4.6% $654 29.4% (21) $2,322 4.6% $684 29.4% (22) ($6) (2.9%) (5) Non-GAAP Operating Income (Loss) % Margin Less: Taxes ($11) (5.7%) --$30 3.6% --$104 10.7% (2) $210 18.2% (26) $303 23.0% (49) $379 25.5% (67) $441 26.7% (82) $504 27.7% (97) $556 28.1% (110) $602 28.3% (121) $633 28.5% (128) $662 28.5% (136) NOPAT Add: D&A Less: Capital Expenditures Less: Increase in Net Working Capital ($11) $5 (4) (2) $30 $17 (17) 56 $102 $19 (19) 24 $183 $17 (17) 34 $254 $19 (20) 32 $311 $18 (19) 32 $359 $20 (21) 34 $407 $22 (23) 35 $446 $19 (20) 34 $481 $20 (21) 31 $504 $21 (22) 36 $526 $22 (22) 36 Unlevered Free Cash Flow (Before SBC) Less: Stock Based Compensation ($12) (25) $86 (90) $126 (97) $217 (105) $285 (107) $342 (109) $392 (112) $441 (115) $479 (116) $511 (119) $540 (120) $562 (120) RAVEN ENTERPRISE VALUE SENSITIVITY RAVEN EQUITY VALUE SENSITIVITY ¹ ($ in millions) ($ in millions) 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 7.500% 9.125% 10.750% 7.500% 9.125% 10.750% RAVEN TERMINAL GROWTH RATE SENSITIVITY RAVEN IMPLIED PRICE PER SHARE SENSITIVITY ² 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 7.500% 9.125% 10.750% 7.500% 9.125% 10.750% Source: Note: 1. 2. Raven management; Vail management Assumes stock based compensation is treated as a cash expense; does not reflect potential incremental value associated with Raven’s net operating loss balance Based on $808.6 million of cash and zero debt as of August 2, 2019 per Raven management Based on 274.1 million basic shares outstanding, 39.4 million options outstanding with a weighted average exercise price of $ 8.38 and 15.3 million RSUs as of August 2, 2019 per Raven management [ 14 ] WACC WACC WACC WACC $18.64$22.55$26.47 16.5319.8323.14 14.7517.5520.35 1.6%3.1%4.0% 3.1%4.6%5.5% 4.5%6.0%7.0% NTM Revenue Exit Multiple NTM Revenue Exit Multiple $5,798$7,085$8,371 5,1046,1917,278 4,5205,4406,360 $4,990$6,276$7,563 4,2965,3836,469 3,7114,6315,552 NTM Revenue Exit Multiple NTM Revenue Exit Multiple Unlevered Free Cash Flow($37)($4)$29$112$178$233$280$326$363$392$420$443 3 Mo.Fiscal Year Ended January 31,Terminal ($ in millions)2020E2021E2022E2023E2024E2025E2026E2027E2028E2029E2030EPeriod

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STRICTLY CONFIDENTIAL III. Vail Discounted Cash Flow Analysis

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STRICTLY CONFIDENTIAL Vail Discounted Cash Flow Analysis Vail Discounted Cash Flow Methodology Overview  A discounted cash flow analysis is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and estimated present value of the terminal value of such company  For purposes of this analysis, unlevered free cash flows were calculated as non-GAAP operating income, less cash taxes, plus non-GAAP depreciation and amortization expenses, less capital expenditures, less increases in net working capital and other cash items, less stock based compensation  The forecast utilized reflects a fiscal year ending January 31 and was supplied by Vail management Assuming a valuation date of October 31, 2019, Moelis calculated the estimated present value of the standalone unlevered free cash flows that Vail is estimated to generate during the forecast period as well as during the terminal period  For the Vail Management Case, the projection period consists of the three remaining months of FY20E through FY24E  Moelis estimated the terminal value of Vail at the end of the forecast period by using a terminal unlevered free cash flow multiple of 15.0x – 25.0x  The terminal unlevered free cash flow multiple was applied to the estimated unlevered free cash flow for the next twelve month period following the last year of the forecast period, which, as directed by Diamond, was informed based on the revenue growth and operating margin estimates of the last year of the forecast period  The selected terminal revenue multiple range was informed by considering the historical trading range of Vail as well as the TEV / NTM unlevered free cash flow multiples of the selected publicly traded companies The cash flows and terminal value were then discounted to present value as of October 31, 2019 using discount rates ranging from 6.5% to 9.0% based on a weighted average cost of capital calculation  Risk-free rate of 1.84% based on 20-year US Treasures (as of 8/20/19)  Long-horizon equity risk premium (supply-side) of 6.14% per the 2018 Duff & Phelps Valuation Handbook  Size premium of (0.30%) calculated using the average of the 1st decile provided by the 2018 Duff & Phelps Valuation Handbook, based on companies with an equity value between ~$29 billion and ~$1,073 billion  Projected marginal tax rate of 17.0% per Vail management  3.47% cost of debt based on the yield-to-worst of Vail’s Senior Note due 2027  Debt / total capitalization based on Vail’s selected publicly traded companies   [ 16 ] Source: 2018 Duff & Phelps Valuation Handbook; Bloomberg; Capital IQ; Public filings; U.S. Department of the Treasury; Vail management Note: Market data as of August 20, 2019

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STRICTLY CONFIDENTIAL Vail Discounted Cash Flow Analysis Vail Discounted Cash Flow Analysis (Vail Management Case) UNLEVERED FREE CASH FLOWS Revenue % Growth $2.5 - $2.5 $11.0 - $11.2 9.9% - 11.9% $12.1 - $12.4 9.9% - 10.5% $13.4 - $13.6 10.0% - 10.4% $14.9 - $15.0 10.0% - 11.5% $16.5 - $16.6 10.0% - 11.5% Non-GAAP Operating Income (Before SBC) $0.8 - $0.8 $3.5 - $3.7 $3.8 - $4.0 $4.2 - $4.4 $4.8 - $4.9 $5.3 - $5.4 Less: Taxes (0.1) - (0.1) (0.6) - (0.6) (0.7) - (0.6) (0.8) - (0.7) (0.8) - (0.8) (0.9) - (0.9) NOPAT $0.7 - $0.7 $2.9 - $3.0 $3.1 - $3.3 $3.5 - $3.7 $4.0 - $4.1 $4.4 - $4.5 Add: Cash Flow Impact of D&A, NWC & Capex 0.2 - 0.2 1.0 - 1.1 1.1 - 1.2 1.2 - 1.2 1.3 - 1.4 1.5 - 1.5 Unlevered Free Cash Flow (Before SBC) $0.9 - $0.9 $4.0 - $4.0 $4.3 - $4.5 $4.7 - $4.9 $5.3 - $5.4 $5.9 - $5.9 Less: Stock Based Compensation (0.2) - (0.2) (1.0) - (1.0) (1.1) - (1.1) (1.2) - (1.2) (1.3) - (1.3) (1.4) - (1.4) VAIL ENTERPRISE VALUE SENSITIVITY VAIL EQUITY VALUE SENSITIVITY ¹ ($ in billions) ($ in billions) 15.00x 20.00x 25.00x 15.00x 20.00x 25.00x 6.500% 7.750% 9.000% 6.500% 7.750% 9.000% Source: Note: 1. Public filings; Vail management Assumes stock based compensation is treated as a cash expense Based on $959.0 million net debt as of May 3, 2019 per Vail 10-Q filing [ 17 ] WACC WACC $79.6 - $80.3$102.2 - $103.0$124.8 - $125.7 76.0 - 76.697.5 -98.3119.0 - 119.9 72.6 - 73.293.1 -93.8113.6 - 114.4 $80.5 - $81.2$103.1 - $104.0$125.8 - $126.7 76.9 - 77.698.5 -99.2120.0 - 120.9 73.5 - 74.294.0 -94.8114.5 - 115.4 NTM UFCF Exit Multiple NTM UFCF Exit Multiple Unlevered Free Cash Flow$0.7 - $0.7$3.0 - $3.1$3.3 - $3.4$3.5 - $3.7$4.0 - $4.1$4.5 - $4.5 3 Mo. EndingFiscal Year Ended January 31,Terminal ($ in billions)2020E2021E2022E2023E2024EPeriod

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STRICTLY CONFIDENTIAL Appendix

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STRICTLY CONFIDENTIAL Appendix Financial Forecast and Information Review  To inform its financial analyses, Moelis reviewed the following financial forecasts as provided by Raven management, Vail management and Diamond management  A financial forecast relating to Vail, prepared and provided to Moelis by the management of Vail (“Vail Management Case”)  Summary financial forecast sensitivities relating to Raven, prepared and provided to Moelis by the management of Raven  A financial forecast relating to Raven, based on the financial forecast sensitivities mid case provided by the management of Raven, as extrapolated by and as provided by Diamond (the “Raven Standalone Case”)  A financial forecast relating to the incremental impact of Raven to Vail, including the impact of synergies and other benefits available to Vail, pro forma for the acquisition (the “Raven In-Vail Case”) provided to Moelis by the management of Vail  In addition, Moelis reviewed additional information viewed as relevant by Moelis, including:  Publicly available consensus estimates regarding Vail and Raven from Wall Street research analysts  Discussed past and current operations and financial condition and the prospects of Vail and Raven with the management of Diamond and Vail as well as Vail’s advisors  Historical market prices and trading activity for Vail and Raven’s common stock [ 19 ] Source: Raven management; Vail management; Diamond management

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STRICTLY CONFIDENTIAL A. Raven Public Market Perspectives

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Historical Share Price Performance Since IPO $30.00 50.000 $25.00 40.000 $20.00 30.000 6/12/18 Raven misses fourth quarter revenue of $156mm, beating analyst provides lower forward $15.00 20.000 disclosing negotiations $10.00 10.000 Ratio Implied Price of $8.42 d Price of $8.30 $5.00 --Apr -18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19 Apr -19 Jun-19 Aug-19 Diamond Share Exchange Ratio Implied Price ¹ Non-Diamond / Non-Vail Offer Pr ice Unaffected Pr ice ² Source: Note: 1. 2. Capital IQ; Public filings Based on draft merger agreements dated August 20, 2019; market data as of August 20, 2019 Implied price of $8.42 per share as of the unaffected date (August 14, 2019) Price of $8.30 per share as of the unaffected date (August 14, 2019) [ 21 ] Volume (mm) Raven Share Price 9/12/18 Raven beats second quarter6/4/19 analyst consensus estimatesRaven announces first quarter for revenue, but missesearnings for FY20, reduces billings by $25mmFY20 revenue guidance by 5% to a range of $756 – $767mm 12/11/18 Raven announces third quarter revenue of $168mm, beating analyst consensus estimates by 3% 3/14/19 Raven announces first quarteranalyst consensus estimates; consensus estimates by 13%revenue guidance 4/20/18Non-Diamond / Non-Vail 8/14/19 Raven complete at $15.00 per sh s IPO are Offer Price of $15.00 Diamond files 13D regarding Vail’s potential acquisition of Raven Diamond Share Exchange Unaffecte

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Historical Operating Performance vs. Wall Street Consensus [ 22 ] Source: Capital IQ; Bloomberg; Public filings; Wall Street research ($ in millions) FY2019 FY2020 Q1Q2Q3Q4 Q1 Reported: Revenue - Actual$156$164$168$169 % YoY Growth28.5%30.5%30.4%27.0% Operating Income($21)($15)($15)($21) % Marginn/mn/mn/mn/m Wall Street: Revenue - Consensus Mean$140$158$164$170 % YoY Growth15.8%25.5%27.2%27.7% Operating Income - Consensus Mean($29)($23)($22)($25) % Marginn/mn/mn/mn/m $186 19.3% ($12) n/m $184 18.2% ($13) n/m Difference: Revenue Over / (Under) Consensus - $$15$6$4($1) Revenue YoY Growth Over / (Under) Consensus - %12.6%5.0%3.1%(0.8%) Operating Income Over / (Under) Consensus - $$8$8$7$4 Operating Income Margin Over / (Under) Consensus - %n/an/an/an/a Raven One-Day Stock Price Reaction33.0%(20.1%)2.5%(3.9%) $2 1.0% $1 n/a (41.3%)

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Relative Share Price Trading Since IPO NASDAQ Composite Index Market Cap Weighted Peer Index ¹ Raven 220.0% 1-Month (21.5%) (2.4%) (10.1%) 200.0% 180.0% 160.0% 140.0% 120.0% 100.0% 80.0% 60.0% 40.0% Apr -18 Jul-18 Sep-18 Dec-18 Mar -19 May-19 Aug-19 Raven NASD AQ Co mpo site Index Mar ket Cap-Weighted Peer Index ¹ Source: Note: 1. Capital IQ Market data as of August 20, 2019; Raven trading gains / losses measured as of the unaffected date (August 14, 2019) Peer index includes APPN, CLDR, DOMO, FEYE, MDB, NEWR, PEGA, SPLK and TLND [ 23 ] 3-Month(56.9%)1.7%(1.0%) 6-Month(56.8%)6.2%18.6% 1-Year(65.7%)1.6%45.4% Since IPO(47.2%)11.2%62.2% TRADING GAIN / LOSS

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Historical TEV / NTM Revenue Multiples Raven Peer Index 14.0x 12.0x 10.0x 9.8x 8.0x 6.0x 4.1x 4.0x 2.0x 2.0x --Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Raven Mar ket Cap-Weighted Peer Index ¹ Raven Unaffected Multiple Source: Note: 1. 2. Capital IQ Market data as of August 20, 2019; Raven FQ1 to Date and 2019 YTD range as of the unaffected date (August 14, 2019) Peer index includes APPN, CLDR, DOMO, FEYE, MDB, NEWR, PEGA, SPLK and TLND As of the unaffected date (August 14, 2019) [ 24 ] LowHigh Avg. LowHigh Avg. FQ1 to Date2.0x6.5x 2.9x 9.4x11.2x 10.4x 2019 YTD2.0x8.1x 5.3x 7.0x11.2x 9.7x 20184.7x12.0x 8.0x 6.5x9.8x 8.0x 2017n/an/a n/a 4.6x6.8x 5.7x 2016n/an/a n/a 3.2x6.7x 5.2x 2015n/an/a n/a 6.1x12.4x 9.5x 2014n/an/a n/a 7.8x12.3x 10.3x 2014 - 20192.0x12.0x 6.7x 3.2x12.4x 7.7x TEV / NTM REVENUE RANGE

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Select Equity Analyst Price Target Detail SELECT CURRENT PRICE TARGETS Needham 06/05/19 Buy 21.00 n/a Morgan Stanley 06/05/19 Buy 18.00 DCF Barclays 06/05/19 Neutral 15.00 FY20E Sales Wedbush 06/05/19 Neutral 15.00 FY20E Sales Source: Note: 1. 2. Wall Street research Based on equity research reports available to Moelis Represents last date on which broker made revision to price target prior to the unaffected date (August 14, 2019) Reflects standardized recommendation text and recommendation prior to the unaffected date (August 14, 2019) [ 25 ] Consensus Mean$16.30 UBS06/05/19Neutral15.00CY20E FCF RBC Capital Markets06/05/19Buy18.00FY20E Sales Credit Suisse06/04/19Buy20.00CY20E Sales Selected Brokers Date ofCurrentCurrentValuation Price Target ¹Recommendation ²Price TargetMethodology

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STRICTLY CONFIDENTIAL B. Raven Financial Review

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STRICTLY CONFIDENTIAL Raven Financial Review Financial Projection Review  For the purposes of its financial analyses regarding Raven, Moelis reviewed forecasts provided by Vail and Diamond management as well as publicly available consensus estimates regarding Raven from Wall Street research analysts; in addition, Moelis received summary sensitivities from Raven management  On July 25, 2019, Moelis received FY20E – FY22E forecast sensitivities based on Raven management’s view of Raven operating on a standalone basis under different revenue growth and non-GAAP operating margin assumptions, as updated following fiscal Q1 2020 performance  On August 15, 2019, and as subsequently finalized on August 20, 2019, Moelis received a Raven forecast from Vail composed of the following:  Raven In-Vail Case: FY20E – FY30E forecast relating to the incremental impact of Raven to Vail, including the impact of synergies and other benefits available to Vail, pro forma for the acquisition  On August 19, 2019, Moelis received a Raven forecast from Diamond composed of the following:  Raven Standalone Case: FY20E – FY30E forecast based on the financial forecast sensitivities mid case provided by the management of Raven, as extrapolated by and as provided by Diamond  At the direction of Diamond, Moelis, for comparative purposes and for purposes of its discounted cash flow analyses, used the Raven Standalone Case and Raven In-Vail Case [ 27 ] Source: Diamond management; Raven management; Vail management

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STRICTLY CONFIDENTIAL Raven Financial Review Financial Projections vs. Wall Street Consensus PROJECTED FINANCIALS COMPARISON (REVENUE) ($ in millions) Raven Standalone Case Raven In-Vail Case Wall Street Consensus FY19A FY20E FY21E FY22E 657 764 840 973 Raven In-Vail Case # of Wall Street Observations 11 11 4 PROJECTED FINANCIALS COMPARISON (NON-GAAP OPERATING INCOME) ($ in millions) Raven Standalone Case Raven In-Vail Case Wall Street Consensus FY19A FY20E FY21E FY22E (71) (44) 30 104 Raven In-Vail Case # of Wall Street Observations 11 11 5 PROJECTED FINANCIALS COMPARISON (UFCF BEFORE SBC) ¹ ($ in millions) Raven Standalone Case Raven In-Vail Case Wall Street Consensus FY19A FY20E FY21E FY22E (20) (47) 86 126 Raven In-Vail Case Source: Note: 1. Diamond management; Raven management; 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 the impact of net interest expense and capital expenditures [ 28 ] Raven Standalone Case($20)($16)$19$82 Wall Street Consensus(20)(35)2673 Raven Standalone Case($71)($39)($4)$56 Wall Street Consensus(71)(45)866 Raven Standalone Case$657$776$915$1,071 Wall Street Consensus6577618891,060

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STRICTLY CONFIDENTIAL Raven Financial Review Summary of Historical and Projected Financials (Raven Standalone Case) [ 29 ] Source: Diamond management; Raven management Fiscal Year Ending January 31 ($ in millions) ActualProjection CAGR '19A-'30E 2018A2019A 2020E2021E2022E2023E2024E2025E2026E2027E2028E2029E2030E Revenue$509$657 % growth22.4%29.1% Non-GAAP Gross Profit$293$435 % margin57.5%66.1% Operating Expense$422$506 $776$915 $1,071 $1,232 $1,404 $1,587 $1,761 $1,920 $2,054 $2,157 $2,24311.8% 18.0%18.0%17.0%15.0%14.0%13.0%11.0%9.0%7.0%5.0%4.0% $522$627$746$872 $1,011 $1,161 $1,309 $1,449 $1,575 $1,679 $1,77213.6% 67.3%68.5%69.6%70.8%72.0%73.1%74.3%75.5%76.7%77.8%79.0% $561$631$690$785$885$990 $1,087 $1,172 $1,240 $1,287 $1,3249.1% Non-GAAP Operating Income (Loss)($129)($71) % margin(25.2%) (10.8%) Memo: EBITDA Reconciliation EBITDA($117)($60) % margin(23.1%)(9.1%) Memo: Additional Items Capital Expenditures($13)($9) Depreciation and Amortization11 12 Change in Net Working Capital149 ($39)($4)$56$87$125$171$222$278$335$392$449n/m (5.0%) (0.4%)5.2%7.1%8.9%10.8%12.6%14.5%16.3%18.2%20.0% ($23)$10$70$100$134$181$233$290$348$405$463n/m (2.9%)1.1%6.5%8.1%9.6%11.4%13.3%15.1%16.9%18.8%20.6% ($10)($10)($10)($9)($9)($10)($11)($12)($13)($14)($14) 161414139101112131414 1619222224252422191412

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STRICTLY CONFIDENTIAL Raven Financial Review Summary of Historical and Projected Financials (Raven In-Vail Case) [ 30 ] Source: Vail management Fiscal Year Ending January 31 ($ in millions) ActualProjection CAGR '19A-'30E 2018A2019A 2020E2021E2022E2023E2024E2025E2026E2027E2028E2029E2030E Revenue$509$657 % growth22.4%29.1% Non-GAAP Gross Profit$293$435 % margin57.5%66.1% Operating Expense$422$506 $764$840$973 $1,153 $1,318 $1,482 $1,651 $1,822 $1,981 $2,123 $2,22011.7% 16.3%9.8%15.9%18.5%14.3%12.4%11.4%10.3%8.8%7.1%4.6% $537$618$740$889 $1,035 $1,186 $1,343 $1,501 $1,649 $1,779 $1,86714.2% 70.2%73.6%76.1%77.1%78.5%80.1%81.4%82.4%83.2%83.8%84.1% $580$588$636$679$732$808$902$997 $1,093 $1,177 $1,2358.4% Non-GAAP Operating Income (Loss)($129)($71) % margin(25.2%) (10.8%) Memo: EBITDA Reconciliation EBITDA($117)($60) % margin(23.1%)(9.1%) Memo: Additional Items Capital Expenditures($13)($9) Depreciation and Amortization11 12 Change in Net Working Capital149 ($44)$30$104$210$303$379$441$504$556$602$633n/m (5.7%)3.6%10.7%18.2%23.0%25.5%26.7%27.7%28.1%28.3%28.5% ($22)$47$123$227$322$397$461$526$575$622$654n/m (2.9%)5.6%12.6%19.6%24.4%26.8%28.0%28.9%29.0%29.3%29.4% ($15)($17)($19)($17)($20)($19)($21)($23)($20)($21)($22) 21 17 1917 19 1820 22 1920 21 (9)56243432323435343136

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STRICTLY CONFIDENTIAL C. Vail Public Market Perspectives

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives 3-Year Historical Share Price Performance 5/30/19 Vail beats revenue estimates $220.00 30.000 24.000 $180.00 18.000 $140.00 12.000 Carl Icahn announces he will $100.00 6.000 $60.00 --Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 [ 32 ] Source: Capital IQ; Public filings Note: Market data as of August 20, 2019 Volume (mm) Vail Share Price and announces $1.5bn share purchase authorization 1/29/18 Media reported on possible merger with 7/2/1812/28/18 Vail announcesVail pays $11bn one-one-time specialtime special dividend dividend 8/14/19 Diamond files 13D disclosing negotiations regarding Vail’s potential acquisition of Diamond Raven 10/15/18 oppose Diamond offer to buy back Vail tracking stock

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives Historical Operating Performance vs. Wall Street Consensus Reported: Revenue - Actual ² % YoY Growth $1,589 5.2% $1,693 6.0% $1,778 6.3% $2,032 8.8% $1,736 9.3% $1,900 12.2% $1,976 11.1% $2,309 13.6% $2,008 15.7% $2,174 14.4% $2,200 11.3% $2,591 12.2% $2,266 12.8% Operating Income - Actual ² % Margin $446 28.1% $509 30.1% $592 33.3% $747 36.8% $495 28.5% $585 30.8% $689 34.9% $862 37.3% $598 29.8% $735 33.8% $741 33.7% $967 37.3% $667 29.4% Wall Street: Revenue - Consensus Mean % YoY Growth $1,577 4.4% $1,680 5.2% $1,763 5.5% $1,991 6.6% $1,711 7.7% $1,887 11.5% $1,965 10.5% $2,265 11.5% $1,956 12.7% $2,147 13.0% $2,170 9.8% $2,500 8.3% $2,246 11.9% Operating Income - Consensus Mean % Margin $441 27.9% $501 29.8% $574 32.5% $716 36.0% $483 28.2% $582 30.8% $656 33.4% $837 37.0% $559 28.6% $719 33.5% $720 33.2% $932 37.3% $656 29.2% Source: Note: 1. 2. Bloomberg; Capital IQ; Public filings; Wall Street research [ 33 ] Vail converted from a December 31 fiscal year end to January 31 at the end of the 2016 calendar year CY16A – FY18A based on reported figures prior to the retrospective adoption of ASC 606 CY2016 ¹ ($ in millions) Q1 Q2 Q3 Q4 FY2018 FY2019 FY2020 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Difference: Revenue Over / (Under) Consensus - $ $12 $13 $15 $41 Revenue YoY Growth Over / (Under) Consensus - % 0.8% 0.8% 0.9% 2.2% Operating Income Over / (Under) Consensus - $ $5 $8 $18 $31 Operating Income Margin Over / (Under) Consensus - % 0.1% 0.2% 0.8% 0.8% Vail One-Day Stock Price Reaction 13.7% 9.0% 3.4% 3.5% $25 $13 $11 $44 1.6% 0.8% 0.6% 2.2% $12 $3 $33 $25 0.3% (0.0%) 1.5% 0.4% (2.1%) (2.8%) 3.6% (5.9%) $52 $27 $30 $91 3.0% 1.4% 1.5% 3.9% $39 $16 $21 $35 1.2% 0.3% 0.5% 0.0% 6.1% (2.2%) 3.6% 3.7% $20 1.0% $11 0.2% (7.4%)

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives 3-Year Relative Share Price Trading NASDAQ Composite Index Market Cap Weighted Peer Index ¹ Vail 310.0% 280.0% 250.0% 220.0% 190.0% 160.0% 130.0% 100.0% 70.0% Aug-16 Fe b-17 Aug-17 Fe b-18 Aug-18 Fe b-19 Aug-19 Vail NASD AQ Co mpo site Index Mar ket Cap-Weighted Peer Index ¹ Source: Note: 1. Capital IQ Market data as of August 20, 2019; Vail trading gains / losses measured as of the unaffected date (August 14, 2019) Peer index includes CTXS, MSFT, ORCL and SAP [ 34 ] 1-Month(9.8%)(2.4%)(0.0%) 3-Month(20.3%)1.7%6.3% 6-Month(8.3%)6.2%25.1% 1-Year0.6%1.6%27.0% 2-Year56.2%27.9%73.1% 3-Year109.5%51.6%112.0% TRADING GAIN / LOSS

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives Historical TEV / NTM UFCF Multiples Vail Peer Index 30.0x 25.0x 24.2x 20.0x 17.7x 16.6x 15.0x 10.0x 5.0x --Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Vail Mar ket Cap-Weighted Peer Index ² Vail U naffected Multiple ³ Source: Note: 1. 2. 3. 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 expenditures Peer index includes CTXS, MSFT, ORCL and SAP As of the unaffected date (August 14, 2019) [ 35 ] LowHigh Avg. LowHigh Avg. 2019 YTD12.6x23.2x 19.5x 18.4x25.3x 22.9x 201812.2x18.8x 15.1x 17.2x22.0x 19.6x 201712.1x16.6x 14.3x 16.1x18.6x 17.4x 20166.5x12.8x 10.1x 13.1x16.0x 14.7x 201511.2x19.7x 16.0x 11.8x17.7x 13.4x 201412.6x16.2x 14.2x 10.6x13.3x 12.4x 2014 - 20196.5x23.2x 14.6x 10.6x25.3x 16.8x TEV / NTM UFCF RANGE ¹

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives Select Equity Analyst Price Target Detail SELECT CURRENT PRICE TARGETS Oppenheimer 05/30/19 Buy 220.00 n/a Jefferies 05/31/19 Buy 213.00 DCF Wedbush 07/17/19 Buy 210.00 n/a FBN Securities 06/03/19 Buy 195.00 n/a Daiwa Securities 06/03/19 Buy 193.00 n/a Morgan Stanley 05/31/19 Neutral 190.00 CY20E EPS Mizuho Securities 05/31/19 Neutral 180.00 n/a Elazar Advisors 07/22/19 Neutral 177.00 n/a Source: Note: 1. 2. Wall Street research Based on equity research reports available to Moelis Represents last date on which broker made revision to price target prior to the unaffected date (August 14, 2019) Reflects standardized recommendation text and recommendation prior to the unaffected date (August 14, 2019) [ 36 ] Consensus Mean$194.50 Wells Fargo05/30/19Neutral180.00NTM EPS; NTM UFCF Credit Suisse05/30/19Neutral185.00DCF Evercore05/31/19Neutral190.00CY20E FCF J.P. Morgan05/31/19Buy194.00CY20E FCF Summit Insights Group05/31/19Buy200.00n/a RBC06/14/19Buy210.00CY20 FCF Keybanc07/22/19Buy214.00n/a Date ofCurrentCurrentValuation Selected Brokers Price Target ¹Recommendation ²Price TargetMethodology Deutsche Bank07/28/19Buy$220.00FY21E FCF

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STRICTLY CONFIDENTIAL D. Vail Financial Review

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STRICTLY CONFIDENTIAL Vail Financial Review Financial Projection Review  For the purposes of its financial analyses regarding Vail, Moelis reviewed the forecast provided by Vail management as well as publicly available consensus estimates from Wall Street research analysts  On August 15, 2019, and as subsequently finalized on August 20, 2019, Moelis received a forecast from Vail composed of the following:  Vail Management Case: FY20E – FY24E forecast reflecting Vail management’s view of the company’s financial performance, shown ranging from low to high  At the direction of Diamond, Moelis, for comparative purposes and for purposes of its discounted cash flow analyses, used the Vail Management Case [ 38 ] Source: Vail management

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STRICTLY CONFIDENTIAL Vail Financial Review Summary of Historical and Projected Financials (Vail Management Case) [ 39 ] Source: Vail management Fiscal Year Ending January 31 ($ in billions) ActualProjection CAGR '19A-'24E 2019A 2020E2021E2022E2023E2024E Revenue$9.0 % growth14.1% Total Spending (Before SBC)5.9 $10.0 - $10.0$11.0 - $11.2$12.1 - $12.4$13.4 - $13.6$14.9 - $15.0 10.7% - 10.8% 11.8% - 11.8%9.9% - 11.9%9.9% - 10.5%10.0% - 10.4%10.0% - 11.5% 6.7 - 6.77.5 - 7.68.4 - 8.49.2 - 9.210.1 - 10.1 Non-GAAP Operating Income (Before SBC)$3.0 Taxes0.5 % tax rate16.0% $3.3 - $3.3$3.5 - $3.7$3.8 - $4.0$4.2 - $4.4$4.8 - $4.99.4% - 9.9% 0.5 - 0.50.6 - 0.60.6 - 0.70.7 - 0.80.8 - 0.8 16.0%17.0%17.0%17.0%17.0% NOPAT (Before SBC)$2.6 Add: Cash Flow Impact of D&A, NWC & Capex1.0 $2.8 - $2.8$2.9 - $3.0$3.1 - $3.3$3.5 - $3.7$4.0 - $4.19.2% - 9.7% 0.8 - 0.81.0 - 1.11.1 - 1.21.2 - 1.21.3 - 1.4 Unlevered Free Cash Flow (Before SBC)$3.5 Less: Stock Based Compensation(0.7) $3.6 - $3.6$4.0 - $4.0$4.3 - $4.5$4.7 - $4.9$5.3 - $5.48.6% - 9.0% (0.9) - (0.9)(1.0) - (1.0)(1.1) - (1.1)(1.2) - (1.2)(1.3) - (1.3) Unlevered Free Cash Flow$2.8 $2.7 - $2.7$3.0 - $3.1$3.3 - $3.4$3.5 - $3.7$4.0 - $4.17.6% - 8.0%

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STRICTLY CONFIDENTIAL Vail Financial Review Financial Projections vs. Wall Street Consensus PROJECTED FINANCIALS COMPARISON (REVENUE) ($ in billions) $12.4 $12.1 $11.9 $11.2 $11.0 $11.0 $10.0 $10.0 $10.0 FY20E FY21E FY22E Vail Mgmt. Case (Low) Vail Mgmt. Case (High) Wall Street Consensus PROJECTED FINANCIALS COMPARISON (NON-GAAP OPERATING INCOME) ($ in billions) $4.0 $4.0 $3.8 $3.7 $3.6 $3.5 $3.3 $3.3 $3.3 FY20E FY21E FY22E Vail Mgmt. Case (Low) Vail Mgmt. Case (High) Wall Street Consensus PROJECTED FINANCIALS COMPARISON (UFCF BEFORE SBC) ¹ ($ in billions) $4.5 $4.3 $4.0 $4.0 $4.0 $3.8 $3.6 $3.6 $3.5 FY20E FY21E FY22E Vail Mgmt. Case (Low) Vail Mgmt. Case (High) Wall Street Consensus Source: Note: 1. 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 ]

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STRICTLY CONFIDENTIAL E. Selected Publicly Traded Companies Analysis

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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 ]

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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. 2. Capital IQ; Diamond management; Public filings; Raven management; Vail management; Wall Street research Market data as of August 20, 2019; Raven measured as of the unaffected date (August 14, 2019) Pro forma for MongoDB’s acquisition of Realm ApS for $39 million in cash on May 7, 2019 FY19A revenue pro forma for acquisition of Hortonworks completed on January 3, 2019 [ 43 ] Mean66.8%7.9x17.1%9.6% Median65.6%5.1x19.7%8.3% Raven - Consensus Median$8.3028.5%$2,408$1,6002.0x$78914.8%($11)n/m Raven - Standalone Case8.3028.5%2,4081,6002.0x81118.0%(15)n/m Raven - In-Vail Case8.3028.5%2,4081,6002.0x78314.5%(5)n/m Domo24.9353.0%7476963.8x18220.1%(81)n/m Cloudera ²6.7933.6%2,1121,5682.0x7732.6%141.7% FireEye13.5165.6%3,2313,4243.8x8974.6%758.3% Pegasystems69.5187.2%5,9395,7875.9x97611.2%656.6% Splunk$126.7288.2%$20,662$19,9688.5x$2,35723.0%$39016.6% ($ in millions, except for per share figures)Stock Price% 52 WkEquityEnterpriseTEV / Company8/20/2019HighValueValueNTM Rev NTM Revenue% GrowthEBITDA% Margin

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STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Vail Selected Publicly Traded Companies Overview  Selected publicly traded companies for Vail were selected based on companies deemed generally relevant by Moelis in certain respects to Vail  While no single company is similar across a range of criteria, Moelis, in its judgement, selected publicly traded large-cap infrastructure software companies that were viewed to have relevant business models, scale and corporate structure, among other factors:  Microsoft, Oracle, SAP and Citrix Systems were selected as the publicly traded companies  Moelis selected its reference range of 15.0x – 25.0x NTM unlevered free cash flow, 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:  The low end of the range was informed by Oracle and Citrix Systems; given Vail’s higher growth, Moelis ascribed a premium to these companies  The high end of the range was informed by Microsoft  Moelis did not include SAP due to differences in its unlevered free cash flow margin profile  Vail’s current NTM unlevered free cash flow trading multiple as well as the mean and median of the publicly traded companies were also used to inform the reference range  Moelis also noted that the historical trading multiples of Vail and the selected publicly traded companies were consistent with the selected range over the last 24 months [ 44 ]

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STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Vail Selected Publicly Traded Companies Oracle 52.98 87.6% 185,351 205,245 13.7x 40,484 2.5% 19,412 48.0% 15,017 37.1% Citrix Systems ² 91.89 80.2% 12,616 12,772 13.8x 3,053 1.7% 1,072 35.1% 928 30.4% Source: Note: 1. 2. Capital IQ; Public filings; Vail management; Wall Street research Market data as of August 20, 2019; Vail measured 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 Pro forma for the conversion of Convertible Notes on April 15, 2019, in which Citrix Systems delivered 4.9 million shares in exchange for $1.16 billion in outstanding principal [ 45 ] Mean87.5%20.5x5.3%39.9%28.3% Median86.4%19.6x4.2%39.5%29.4% Vail - Consensus$153.0974.0%$65,404$65,99618.4x$10,28111.3%$3,82837.2%$3,58234.8% Vail - Management Case (High)$153.0974.0%$65,404$65,996n/an/an/an/an/an/an/a Vail - Management Case (Low)$153.0974.0%$65,404$65,996n/an/an/an/an/an/an/a SAP118.1385.2%148,417158,96129.1x31,5475.9%10,28932.6%5,46917.3% Microsoft$137.2696.9% $1,068,214 $1,011,10125.5x$139,79611.1%$61,35043.9%$39,65228.4% ($ in millions, except for per share figures)Stock Price % 52 WkEquityEnterpriseTEV / Company8/20/19HighValueValueNTM UFCF NTM Revenue % Growth EBITDA % MarginUFCF ¹ % Margin

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STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Raven Historical TEV / NTM Revenue Multiples Raven APPN CLDR DOMO FEYE MDB NEWR PEGA SPLK TLND Low High Low High Low High Low High Low High Low High Low High Low High Low High Low High 2018 4.7x 12.0x 6.5x 13.8x 2.5x 7.1x 1.8x 3.9x 3.1x 4.4x 6.7x 18.4x 7.6x 13.9x 3.6x 5.7x 6.2x 9.9x 3.8x 9.6x 2016 n/a n/a n/a n/a n/a n/a n/a n/a 1.7x 4.1x n/a n/a 4.0x 8.7x 1.9x 3.3x 3.9x 8.5x 4.3x 7.2x 2014 n/a n/a n/a n/a n/a n/a n/a n/a 7.3x 10.5x n/a n/a n/a n/a 1.9x 2.4x 10.3x 16.2x n/a n/a 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x --Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Rave n APPN CLDR DOMO FEYE MDB NEWR PEGA SPLK TLND [ 46 ] Source: Capital IQ Note: Market data as of August 20, 2019; Raven 2019 YTD range as of the unaffected date (August 14, 2019) 2014 - 20192.0x12.0x6.5x13.8x1.5x11.4x1.8x6.5x1.7x12.9x6.7x26.5x4.0x14.2x1.9x6.8x3.9x16.2x3.7x9.6x 2015n/an/an/an/an/an/an/an/a3.7x12.9xn/an/a8.2x14.2x2.0x3.0x7.6x14.9xn/an/a 2017n/an/a6.5x11.6x4.7x11.4xn/an/a2.2x4.1x7.5x13.9x4.9x8.2x3.2x5.8x5.4x7.6x4.5x7.7x 2019 YTD2.0x8.1x6.8x13.5x1.5x7.1x2.2x6.5x3.1x4.0x13.2x26.5x5.1x11.3x3.9x6.8x6.6x9.6x3.7x6.7x TEV / NTM REVENUE RANGE

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STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Vail Historical TEV / NTM UFCF Multiples Vail CTXS MSFT ORCL SAP Low High Low High Low High Low High Low High 2019 YTD 12.6x 23.2x 12.8x 16.1x 19.1x 26.2x 11.1x 15.3x 25.1x 39.5x 2017 12.1x 16.6x 11.2x 14.9x 15.4x 18.2x 12.5x 14.7x 23.3x 29.5x 2015 11.2x 19.7x 12.5x 16.9x 10.3x 19.8x 10.1x 13.3x 14.6x 22.8x 2014 - 2019 6.5x 23.2x 11.2x 18.5x 10.0x 26.2x 9.6x 15.3x 14.1x 39.5x 45.0x 40.0x 35.0x 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x --Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Vail CTXS MSFT ORCL SAP Source: Note: 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

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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 ]

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Exhibit (c)(16)

 

STRICTLY CONFIDENTIAL Project Dawn Presentation to Diamond and the Diamond Board of Directors August 21, 2019

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STRICTLY CONFIDENTIAL Disclaimer This presentation has been prepared by Moelis & Company LLC (“Moelis”) for exclusive use of the Board of Directors of Diamond (the “Company”) in considering the transaction described herein based on information provided by the Company and upon information from third party sources. Moelis has not assumed any responsibility for independently verifying the accuracy of such information, and disclaims any liability with respect to the information herein. In this presentation, Moelis, at the Company’s direction, has used certain projections, forecasts or other forward-looking statements with respect to the Company and/or other parties involved in the transaction which were provided to Moelis by the Company and/or such other parties and which Moelis has assumed, at the Company’s direction, were prepared based on the best available estimates and judgments of the management of the Company and/or such other parties as to the future performance of the Company and/or such other parties. This presentation is provided as of the date hereof and Moelis assumes no obligation to update it or correct any information herein. This presentation is solely for informational purposes. This presentation is not intended to provide the sole basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipient should make its own independent business decision based on all other information, advice and the recipient’s own judgment. This presentation is not an offer to sell or a solicitation of an offer to buy any business, security, option, commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any investment. Moelis does not offer tax, accounting, actuarial or legal advice. Absent Moelis’ prior written consent, this material, whether in whole or in part, may not be copied, photocopied, or duplicated in any form by any means, or redistributed. Moelis and its related investment banking entities provide mergers and acquisitions, recapitalization, restructuring, corporate finance and other financial advisory services to clients and affiliates of Moelis provide investment management services to clients. Personnel of Moelis or such affiliates may make statements or provide advice that is contrary to information included in this material. The proprietary interests of Moelis or its affiliates may conflict with your interests. In addition, Moelis and its affiliates and their personnel may from time to time have positions in or effect transactions in securities referred to in this material (or derivatives of such securities), or serve as a director of companies referred to in this presentation. Moelis and its affiliates may have advised, may seek to advise and may in the future advise or invest in companies referred to in this presentation. [ 1 ]

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STRICTLY CONFIDENTIAL I. Executive Summary

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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. 2. DIAMOND Diluted: 77.4% ownership Voting: 97.4% control Diluted: 15.2% ownership Voting: 23.8% control VAILR

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STRICTLY CONFIDENTIAL Executive Summary Summary of Vail Offer to Raven  Cash consideration to be paid utilizing a combination of either cash on hand or third-party financing  Match Rights: Three business days to adjust the terms of the Agreement in the event of a competing [ 4 ] Source: Based on draft merger agreement dated August 20, 2019 CONSIDERATION Diamond to receive 0.055 Vail Class B shares for each share of Raven it holds (fixed exchange ratio) Non-Diamond / Non-Vail shareholders to receive a cash offer price of $15.00 per share Dilutive securities not acquired for cash as part of the transaction to be exchanged for comparable securities in Vail (floating exchange ratio) FINANCING No financing condition NON-DIAMOND / NON-VAIL SHAREHOLDER APPROVALS Raven: Majority of non-Diamond / non-Vail shareholders Vail: None (Diamond to deliver required shareholder approval at signing) TERMINATION FEE $100 million, payable by Raven to Vail if: Vail terminates as a result of Raven changing its recommendation Raven terminates to take a Superior Proposal An Alternative Acquisition Proposal is made, the merger agreement is terminated as a result of reaching the Outside Date, failure to receive Raven stockholder approval or a Raven breach and Raven enters into an Alternative Acquisition Agreement within 12 months after termination (which is subsequently consummated) OTHER No Solicitation: Raven will not directly or indirectly solicit, initiate or knowingly take action to facilitate or encourage the submission of any alternative offer or proposal Competing Proposal: Notification and information rights around the timing and status of a competing proposal Acquisition Proposal Termination: After match period, Raven may terminate to take a Superior Proposal, subject to payment of the Termination Fee

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STRICTLY CONFIDENTIAL Executive Summary Summary of Vail Offer to Raven (Cont’d) OFFER SUMMARY Total Basic Shares Outstanding ² (+) Dilutive Shares ² 274.1 32.5 274.1 16.6 274.1 16.1 Fully Diluted Shares Outstanding (x) Implied Share Price 306.6 $15.00 290.7 $8.42 290.2 $8.30 (-) Cash & Cash Equivalents ² (809) (809) (809) Implied TEV Multiples Metric Multiple TEV / LTM Revenue (as of 5/3/19) TEV / FY20E Revenue (Raven Standalone Case) TEV / NTM Revenue (Raven Standalone Case) TEV / FY21E Revenue (Raven Standalone Case) TEV / FY20E Revenue (Wall Street Consensus) ³ TEV / NTM Revenue (Wall Street Consensus) ³ TEV / FY21E Revenue (Wall Street Consensus) ³ $687 776 811 915 761 789 889 5.5x 4.9 4.7 4.1 5.0 4.8 4.3 2.4x 2.1 2.0 1.8 2.2 2.1 1.8 2.3x 2.1 2.0 1.7 2.1 2.0 1.8 Per Share Premium Comparison Price Premium Unaffected Share Price (as of 8/14/19) Current Share Price (as of 8/20/19) $8.30 13.69 80.7% 9.6 1.4% (38.5) --(39.4%) 5D VWAP (beginning 8/8/19) 10D VWAP (beginning 8/1/19) 30D VWAP (beginning 7/3/19) 8.46 8.78 9.80 77.3 70.8 53.0 (0.5) (4.1) (14.1) (1.9) (5.5) (15.3) 52-Week High (as of 9/5/18) 52-Week Low (as of 8/14/19) 29.15 8.03 (48.5) 86.8 (71.1) 4.9 (71.5) 3.4 Source: Note: 1. 2. 3. Bloomberg; Capital IQ; Diamond management; Public filings; Raven management; Vail management; Wall Street research Based on draft merger agreement dated August 20, 2019; market data as of August 20, 2019; VWAP measurement of trading days as of the unaffected date (August 14, 2019) Implied share price as of the unaffected date (August 14, 2019) As of August 21, 2019 per Diamond management; effective dilutive securities based on illustrated implied share price Based on the mean of the combined estimates of analyst coverage per Thomson One [ 5 ] Implied Total Enterprise Value ("TEV")$3,791$1,639$1,600 Implied Equity Purchase Price$4,599$2,448$2,409 ($ in millions, except per share figures) Raven Consideration Non-Diamond / Non-VailDiamond SharesRaven Shares @ $15.00 Offer Price@ 0.055x Exchange Ratio ¹@ Unaffected Price

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STRICTLY CONFIDENTIAL Executive Summary Implied Value Creation Analysis Overview  In evaluating the impact of the transaction to Diamond, Moelis performed separate discounted cash flow analyses of Raven and Vail to determine the value of Diamond’s economic interest in both companies before a potential transaction and in the combined Raven / Vail after a potential transaction To determine the change in economic value in relation to Raven, Moelis compared Raven’s standalone equity value to Raven’s eq uity value if operated under Vail ownership Raven’s standalone equity value was derived using the Raven Standalone Case forecast as provided by Diamond Raven’s equity value if operated under Vail ownership was derived using the Raven In-Vail Case forecast as provided by Vail To determine the change in economic value in relation to Vail, Moelis compared Diamond’s ownership of equity value attributable to Vail before and after a potential transaction to determine the potential forgone economic value associated with a reduction in pro forma fully diluted ownership For purposes of its analyses, when reviewing the low end of ranges of implied economic value to Diamond, Moelis assumed the highest estimated value for Vail from the range of values as implied by the discounted cash flow analysis For purposes of its analyses, when reviewing the high end of ranges of implied economic value to Diamond, Moelis assumed the lowest estimated value for Vail from the range of values as implied by the discounted cash flow analysis  In addition to the impact of the Raven forecasts and Diamond ownership in Vail, Moelis separately adjusted the economic impac t following the transaction to account for: Estimated cash consideration provided to non-Diamond / non-Vail shares of $1,684 million 1 Estimated Vail and Raven transaction fees and expenses of $80 million, as directed by Diamond Estimated Diamond transaction fees and expenses of $25 million, as directed by Diamond PRE-TRANSACTION SUMMARY STRUCTURE PRO FORMA SUMMARY STRUCTURE Diluted: 77.4% ownership 3 % ownership 4 RAVEN Voting: 23.8% control Source: Note: Diamond management; Public filings; Vail management 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 Based on 98.6 million non-Diamond / non-Vail basic shares outstanding, 27.5 million vested options outstanding with an illustrative weighted average exercise price of $7.54 as of August 21, 2019 per Raven management As of May 31, 2019 per Diamond 13D filing Per public filings as of June 10, 2019 and March 29, 2019 As of August 21, 2019 per Diamond management Based on exchange ratio of 0.055 shares of Vail for each Raven share owned by Diamond; Diamond holds 131.3 million Raven shar es as of May 3, 2019, per Raven management Assumes exchange ratio of 0.104 for dilutive securities, including unvested options and RSUs based on draft merger agreement dated August 20, 2019 1. 2. 3. 4. 5. 6. [ 6 ] Basic: 80.8% ownership 2 Voting: 97 Diluted: 45.2% ownership 4 VAILVoting: 70.8% control Basic: 16.1% ownership 4 Diluted: 15.2% ownership 4 Diamond owns an 77.4% economic stake in Vail and an effective 57.0% economic stake in Raven DIAMOND .4% control Basic: 47.9 DIAMOND Basic: 81.1% ownership 5 Diluted: 77.2% ownership 6 VAIL 100% economic ownership RAVEN Diamond to own an effective 77.2% economic stake in Vail and Raven

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STRICTLY CONFIDENTIAL Executive Summary Summary Pre-/Post Transaction Value Creation Calculation Raven Implied Equity Value % Diamond Direct Ownership in Raven % Vail Ownership in Raven $3,219 45.2% 15.2% $6,310 45.2% 15.2% $4,520 --100.0% $8,371 --100.0% $1,300 (45.2%) 84.8% $2,062 (45.2%) 84.8% % Aggregate Diamond Ownership in Raven ³ 57.0% 57.0% 77.2% 77.2% 20.2% 20.2% Less: Raven Cash Consideration % Diamond Ownership in Vail $ --77.4% $ --77.4% ($1,684) 77.2% ($1,684) 77.2% ($1,684) (0.2%) ($1,684) (0.2%) Assumed Vail Implied Equity Value % Diamond Ownership in Vail $125,741 77.4% $72,570 77.4% $125,741 77.2% $72,570 77.2% $ --(0.2%) $ --(0.2%) Less: Diamond Transaction Expenses Less: Vail and Raven Transaction Expenses % Diamond Ownership in Vail $ ---- 77.4% $ ---- 77.4% ($25) (80) 77.2% ($25) (80) 77.2% ($25) (80) (0.2%) ($25) (80) (0.2%) Source: Note: Diamond management; Public filings; Raven management; Vail management Pre-transaction fully diluted ownership figures based on unaffected price as of August 14, 2019; does not reflect potential impact of Raven’s net o perating losses or potential impact to Diamond’s standalone business Low end of range of values; Raven implied equity value based on 12.5% WACC and 3.5x terminal NTM revenue multiple for Raven Standalone Case and 10.75% WACC and 3.5x terminal NTM revenue multiple for Raven In-Vail Case High end of range of values; Raven implied equity value based on 9.25% WACC and 6.0x terminal NTM revenue multiple for Raven Standalone Case and 7.5% WACC and 6.0x terminal NTM revenue multiple for Raven In-Vail Case Vail ownership in Raven is multiplied by Diamond’s pre-transaction fully diluted ownership in Vail (77.4%), resulting in effective Diamond ownership of 11.8% Low end of range of Vail implied equity values based on 6.5% WACC and 25.0x terminal NTM unlevered free cash flow multiple; high end of Vail implied equity values based on 9.0% WACC and 15.0x terminal NTM unlevered free cash flow multiple Estimated transaction expenses as directed by Diamond 1. 2. 3. 4. [ 7 ] 5. $47$1,352 Implied Economic Value ($87)($87) ($87)($87) Less: Transaction Expenses Attributable to Diamond$ --$ --($220)($127) $97,105$56,043 Vail Implied Equity Value Attributable to Diamond$97,325$56,170 $353$1,565 $2,189$5,164 Net Raven Implied Equity Value Attributable to Diamond$1,836$3,599 ($1,301)($1,301) ($1,301)($1,301) Less: Raven Cash Consideration Attributable to Diamond$ --$ --$1,654$2,866 $3,490$6,465 Raven Implied Equity Value Attributable to Diamond$1,836$3,599 Nom. Variance Low ¹High ² Pro Forma Low ¹High ² ($ in millions) Value Components Standalone Low ¹High ²

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STRICTLY CONFIDENTIAL Executive Summary Implied Value Creation Analysis DIAMOND IMPLIED VALUE CREATION SENSITIVITY ANALYSIS ($ in millions) Raven Standalone Case Discount Rate 12.500% 10.875% 9.250% Raven In-Vail Case Discount Rate 10.750% 9.125% 7.500% Raven Terminal NTM Revenue Multiple 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x Source: Note: Diamond management; Public filings; Raven management; Vail management Pre-transaction fully diluted ownership figures based on unaffected price as of August 14, 2019; does not reflect potential impact of Raven’s net operating losses or potential impact to Diamond’s standalone business The sensitivity analysis incorporates the range of implied values for Vail, and the implied impact from the reduced ownership by Diamond, based on a WACC range of 6.5% to 9.0% and a terminal NTM unlevered free cash flow multiple range of 15.0x to 25.0x; when using a Raven terminal NTM revenue multiple of 3.5x, 4.75x and 6.0x, the corresponding terminal NTM unlevered free cash flow multiple used for Vail is 25.0x, 20.0x and 15.0x, respectively; when using a Raven Standalone Case WACC of 12.5%, 10.875% and 9.25%, the corresponding WACC used for Vail is 6.5%, 7.75% and 9.0%, respectively 1. [ 8 ] Incremental Implied Economic Value$47$364$677$255$622$985$501$928$1,352 Terminal Value Multiple Sensitivity WACC Sensitivity Implied Value Creation Range ¹

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STRICTLY CONFIDENTIAL Executive Summary Financial Analysis Considerations ECONOMIC CONSIDERATIONS  Moelis’ financial analyses do not reflect the following potential incremental or negative value considerations: Raven’s balance of net operating losses and other potential tax attributes that may become available to Vail as a result of the potential transaction Gross federal, state and foreign net operating loss carryforwards of $55.7 million, $449.7 million and $189.0 million, respectively, as of February 1, 2019 Potential impact to Diamond’s standalone business associated with the transaction Synergies associated with greater integration between Diamond and Raven businesses under Vail Impact of Raven’s financial profile, including its negative cash flows, to the standalone valuation of Vail Raven generated $657 million of revenue and ($20) million of unlevered free cash flow in FY19A while Vail generated $8,974 million of revenue and $3,514 million of unlevered free cash flow TRANSACTION CONSIDERATIONS  The implied exchange ratio for dilutive securities, including options and RSUs, will impact Diamond’s post-transaction fully diluted ownership As a result of the potential transaction, Diamond’s fully diluted economic ownership is estimated to decrease in the event that the implied exchange ratio is greater than 0.071, or less than an implied average Vail share price of $211.861 ADDITIONAL CONSIDERATIONS  Moelis estimated the terminal value of Raven, in both the Raven Standalone Case and Raven In-Vail Case, at the end of the forecast period by using a terminal revenue multiple Although the Raven Standalone Case and Raven In-Vail Case have a similar revenue profile in the terminal year, the Raven In-Vail Case demonstrates a greater operating and free cash flow profile relative to the Raven Standalone Case Given the incremental economic value is, in part, driven by the relative value implied between the Raven Standalone Case and Raven In-Vail Case, the use of revenue multiples may not fully ascribe value to the improved relative profitability and free cash flow profile of the Raven In-Vail Case Source:Public filings Note: [ 9 ] 1. Assumes spot price is equivalent to measurement period for exchange ratio

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STRICTLY CONFIDENTIAL II. Raven Discounted Cash Flow Analysis

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STRICTLY CONFIDENTIAL Raven Discounted Cash Flow Analysis Raven Discounted Cash Flow Methodology Overview  A discounted cash flow analysis is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and estimated present value of the terminal value of such company For purposes of this analysis, unlevered free cash flows were calculated as non-GAAP operating income, less cash taxes, plus non-GAAP depreciation and amortization expenses, less capital expenditures, less increases in net working capital and other cash items, less stock based compensation The forecasts utilized reflect a fiscal year ending January 31 and were supplied by Vail and Diamond management Assuming a valuation date of October 31, 2019, Moelis calculated the estimated present value of the standalone unlevered free cash flows that Raven is estimated to generate during the forecast period as well as during the terminal period For the Raven Standalone Case and Raven In-Vail Case, the projection period consists of the three remaining months of FY20E through FY30E Moelis estimated the terminal value of Raven at the end of the forecast period by using a terminal revenue multiple of 3.5x – 6.0x The terminal revenue multiple was applied to the estimated revenue for the next twelve month period following the last year of the forecast period, which, as directed by Diamond management, was informed based on the revenue growth estimates of the last year of the forecast period The selected terminal revenue multiple range was informed by considering the historical trading range of Raven as well as the TEV / NTM revenue multiples of the selected publicly traded companies With respect to the Raven Standalone Case, the cash flows and terminal value were then discounted to present value as of October 31, 2019 using discount rates ranging from 9.25% to 12.5% based on a weighted average cost of capital calculation for Raven standalone Risk-free rate of 1.84% based on 20-year US Treasures (as of 8/20/19) Long-horizon equity risk premium (supply-side) of 6.14% per the 2018 Duff & Phelps Valuation Handbook Size premium of 1.39% calculated using the average of the 5th and 6th decile provided by the 2018 Duff & Phelps Valuation Handbook, based on companies with an equity value between ~$2.0 billion and ~$4.5 billion Projected marginal tax rate of 25.0% per Diamond management 5.8% cost of debt based on median of the effective interest rates for the liability component of the following selected publicly traded companies’ convertible notes: Splunk, FireEye and New Relic Debt / total capitalization based on Raven’s selected publicly traded companies [ 11 ] Source: 2018 Duff & Phelps Valuation Handbook; Bloomberg; Capital IQ; Diamond management; Public filings; U.S. Department of the Treasury; Vail management Note: Market data as of August 20, 2019

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STRICTLY CONFIDENTIAL Raven Discounted Cash Flow Analysis Raven Discounted Cash Flow Methodology Overview (Cont’d) With respect to the Raven In-Vail Case, as the forecast assumes that Raven is operated under Vail’s ownership, the cash flows and terminal value were discounted to present value as of October 31, 2019 using discount rates ranging from 7.50% to 10.75% based on a weighted average cost of capital calculation In determining the cost of equity, Moelis referenced the unlevered beta range of Raven as determined for the Raven Standalone Case, in addition to the following assumptions: Risk-free rate of 1.84% based on 20-year US Treasures (as of 8/20/19) Long-horizon equity risk premium (supply-side) of 6.14% per the 2018 Duff & Phelps Valuation Handbook Based on Vail, a size premium of (0.30%) calculated using the average of the 1st decile provided by the 2018 Duff & Phelps Valuation Handbook, based on companies with an equity value between ~$29 billion and ~$1,073 billion In determining the cost of debt, Moelis used the following assumptions to reflect Raven operating under Vail’s ownership:  Projected marginal tax rate of 17.0% per Vail management 3.47% cost of debt based on the yield-to-worst of Vail’s Senior Note due 2027 Debt / total capitalization based on Vail’s selected publicly traded companies [ 12 ] Source: Note: 2018 Duff & Phelps Valuation Handbook; Bloomberg; Capital IQ; Public filings; U.S. Department of the Treasury; Vail management Market data as of August 20, 2019

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STRICTLY CONFIDENTIAL Raven Discounted Cash Flow Analysis Raven Discounted Cash Flow Analysis (Raven Standalone Case) UNLEVERED FREE CASH FLOWS Revenue % Growth EBITDA % Margin Less: D&A $194 $915 18.0% $10 1.1% (14) $1,071 17.0% $70 6.5% (14) $1,232 15.0% $100 8.1% (13) $1,404 14.0% $134 9.6% (9) $1,587 13.0% $181 11.4% (10) $1,761 11.0% $233 13.3% (11) $1,920 9.0% $290 15.1% (12) $2,054 7.0% $348 16.9% (13) $2,157 5.0% $405 18.8% (14) $2,243 4.0% $463 20.6% (14) $2,333 4.0% $481 20.6% (15) ($6) (2.9%) (4) Non-GAAP Operating Income (Loss) % Margin Less: Taxes ($10) (5.0%) --($4) (0.4%) --$56 5.2% --$87 7.1% --$125 8.9% --$171 10.8% (9) $222 12.6% (20) $278 14.5% (33) $335 16.3% (48) $392 18.2% (63) $449 20.0% (79) $467 20.0% (82) NOPAT Add: D&A Less: Capital Expenditures Less: Increase in Net Working Capital ($10) $4 (3) 4 ($4) $14 (10) 19 $56 $14 (10) 22 $87 $13 (9) 22 $125 $9 (9) 24 $162 $10 (10) 25 $202 $11 (11) 24 $244 $12 (12) 22 $287 $13 (13) 19 $329 $14 (14) 14 $370 $14 (14) 12 $385 $15 (15) 12 Unlevered Free Cash Flow (Before SBC) Less: Stock Based Compensation ($4) (21) $19 (96) $82 (107) $113 (117) $149 (126) $187 (135) $226 (141) $266 (144) $306 (144) $343 (140) $382 (135) $397 (140) RAVEN ENTERPRISE VALUE SENSITIVITY RAVEN EQUITY VALUE SENSITIVITY ¹ ($ in millions) ($ in millions) 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 9.250% 10.875% 12.500% 9.250% 10.875% 12.500% RAVEN TERMINAL GROWTH RATE SENSITIVITY RAVEN IMPLIED PRICE PER SHARE SENSITIVITY ² 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 9.250% 10.875% 12.500% 9.250% 10.875% 12.500% Source: Note: 1. 2. Raven management; Diamond management Assumes stock based compensation is treated as a cash expense; does not reflect potential incremental value associated with Raven’s net operating loss balance Based on $808.6 million of cash and zero debt as of August 2, 2019 per Raven management Based on 274.1 million basic shares outstanding, 37.6 million options outstanding with a weighted average exercise price of $8.12 and 15.2 million RSUs as of August 21, 2019 per Diamond management [ 13 ] WACC WACC WACC WACC $13.64$16.93$20.23 12.0814.8817.67 10.7813.1515.52 5.6%6.5%7.1% 7.1%8.1%8.6% 8.6%9.6%10.2% NTM Revenue Exit Multiple NTM Revenue Exit Multiple $4,154$5,232$6,310 3,6464,5595,472 3,2193,9944,769 $3,345$4,423$5,501 2,8373,7504,663 2,4113,1863,961 NTM Revenue Exit Multiple NTM Revenue Exit Multiple Unlevered Free Cash Flow($25)($77)($26)($4)$23$52$85$122$162$203$248$257 3 Mo.Fiscal Year Ended January 31,Terminal ($ in millions)2020E2021E2022E2023E2024E2025E2026E2027E2028E2029E2030EPeriod

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STRICTLY CONFIDENTIAL Raven Discounted Cash Flow Analysis Raven Discounted Cash Flow Analysis (Raven In-Vail Case) UNLEVERED FREE CASH FLOWS Revenue % Growth EBITDA % Margin Less: D&A $191 $840 9.8% $47 5.6% (17) $973 15.9% $123 12.6% (19) $1,153 18.5% $227 19.6% (17) $1,318 14.3% $322 24.4% (19) $1,482 12.4% $397 26.8% (18) $1,651 11.4% $461 28.0% (20) $1,822 10.3% $526 28.9% (22) $1,981 8.8% $575 29.0% (19) $2,123 7.1% $622 29.3% (20) $2,220 4.6% $654 29.4% (21) $2,322 4.6% $684 29.4% (22) ($6) (2.9%) (5) Non-GAAP Operating Income (Loss) % Margin Less: Taxes ($11) (5.7%) --$30 3.6% --$104 10.7% (2) $210 18.2% (26) $303 23.0% (49) $379 25.5% (67) $441 26.7% (82) $504 27.7% (97) $556 28.1% (110) $602 28.3% (121) $633 28.5% (128) $662 28.5% (136) NOPAT Add: D&A Less: Capital Expenditures Less: Increase in Net Working Capital ($11) $5 (4) (2) $30 $17 (17) 56 $102 $19 (19) 24 $183 $17 (17) 34 $254 $19 (20) 32 $311 $18 (19) 32 $359 $20 (21) 34 $407 $22 (23) 35 $446 $19 (20) 34 $481 $20 (21) 31 $504 $21 (22) 36 $526 $22 (22) 36 Unlevered Free Cash Flow (Before SBC) Less: Stock Based Compensation ($12) (25) $86 (90) $126 (97) $217 (105) $285 (107) $342 (109) $392 (112) $441 (115) $479 (116) $511 (119) $540 (120) $562 (120) RAVEN ENTERPRISE VALUE SENSITIVITY RAVEN EQUITY VALUE SENSITIVITY ¹ ($ in millions) ($ in millions) 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 7.500% 9.125% 10.750% 7.500% 9.125% 10.750% RAVEN TERMINAL GROWTH RATE SENSITIVITY RAVEN IMPLIED PRICE PER SHARE SENSITIVITY ² 3.50x 4.75x 6.00x 3.50x 4.75x 6.00x 7.500% 9.125% 10.750% 7.500% 9.125% 10.750% Source: Note: 1. 2. Raven management; Vail management Assumes stock based compensation is treated as a cash expense; does not reflect potential incremental value associated with Raven’s net operating loss balance Based on $808.6 million of cash and zero debt as of August 2, 2019 per Raven management Based on 274.1 million basic shares outstanding, 37.6 million options outstanding with a weighted average exercise price of $ 8.12 and 15.2 million RSUs as of August 21, 2019 per Diamond management [ 14 ] WACC WACC WACC WACC $18.67$22.60$26.54 16.5419.8723.19 14.7617.5720.38 1.6%3.1%4.0% 3.1%4.6%5.5% 4.5%6.0%7.0% NTM Revenue Exit Multiple NTM Revenue Exit Multiple $5,798$7,085$8,371 5,1046,1917,278 4,5205,4406,360 $4,990$6,276$7,563 4,2965,3836,469 3,7114,6315,552 NTM Revenue Exit Multiple NTM Revenue Exit Multiple Unlevered Free Cash Flow($37)($4)$29$112$178$233$280$326$363$392$420$443 3 Mo.Fiscal Year Ended January 31,Terminal ($ in millions)2020E2021E2022E2023E2024E2025E2026E2027E2028E2029E2030EPeriod

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STRICTLY CONFIDENTIAL III. Vail Discounted Cash Flow Analysis

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STRICTLY CONFIDENTIAL Vail Discounted Cash Flow Analysis Vail Discounted Cash Flow Methodology Overview A discounted cash flow analysis is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and estimated present value of the terminal value of such company For purposes of this analysis, unlevered free cash flows were calculated as non-GAAP operating income, less cash taxes, plus non-GAAP depreciation and amortization expenses, less capital expenditures, less increases in net working capital and other cash items, less stock based compensation The forecast utilized reflects a fiscal year ending January 31 and was supplied by Vail management Assuming a valuation date of October 31, 2019, Moelis calculated the estimated present value of the standalone unlevered free cash flows that Vail is estimated to generate during the forecast period as well as during the terminal period For the Vail Management Case, the projection period consists of the three remaining months of FY20E through FY24E Moelis estimated the terminal value of Vail at the end of the forecast period by using a terminal unlevered free cash flow multiple of 15.0x – 25.0x The terminal unlevered free cash flow multiple was applied to the estimated unlevered free cash flow for the next twelve month period following the last year of the forecast period, which, as directed by Diamond, was informed based on the revenue growth and operating margin estimates of the last year of the forecast period The selected terminal revenue multiple range was informed by considering the historical trading range of Vail as well as the TEV / NTM unlevered free cash flow multiples of the selected publicly traded companies The cash flows and terminal value were then discounted to present value as of October 31, 2019 using discount rates ranging from 6.5% to 9.0% based on a weighted average cost of capital calculation Risk-free rate of 1.84% based on 20-year US Treasures (as of 8/20/19) Long-horizon equity risk premium (supply-side) of 6.14% per the 2018 Duff & Phelps Valuation Handbook Size premium of (0.30%) calculated using the average of the 1st decile provided by the 2018 Duff & Phelps Valuation Handbook, based on companies with an equity value between ~$29 billion and ~$1,073 billion Projected marginal tax rate of 17.0% per Vail management 3.47% cost of debt based on the yield-to-worst of Vail’s Senior Note due 2027 Debt / total capitalization based on Vail’s selected publicly traded companies [ 16 ] Source: 2018 Duff & Phelps Valuation Handbook; Bloomberg; Capital IQ; Public filings; U.S. Department of the Treasury; Vail management Note: Market data as of August 20, 2019

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STRICTLY CONFIDENTIAL Vail Discounted Cash Flow Analysis Vail Discounted Cash Flow Analysis (Vail Management Case) UNLEVERED FREE CASH FLOWS Revenue % Growth $2.5 - $2.5 $11.0 - $11.2 9.9% - 11.9% $12.1 - $12.4 9.9% - 10.5% $13.4 - $13.6 10.0% - 10.4% $14.9 - $15.0 10.0% - 11.5% $16.5 - $16.6 10.0% - 11.5% Non-GAAP Operating Income (Before SBC) $0.8 - $0.8 $3.5 - $3.7 $3.8 - $4.0 $4.2 - $4.4 $4.8 - $4.9 $5.3 - $5.4 Less: Taxes (0.1) - (0.1) (0.6) - (0.6) (0.7) - (0.6) (0.8) - (0.7) (0.8) - (0.8) (0.9) - (0.9) NOPAT $0.7 - $0.7 $2.9 - $3.0 $3.1 - $3.3 $3.5 - $3.7 $4.0 - $4.1 $4.4 - $4.5 Add: Cash Flow Impact of D&A, NWC & Capex 0.2 - 0.2 1.0 - 1.1 1.1 - 1.2 1.2 - 1.2 1.3 - 1.4 1.5 - 1.5 Unlevered Free Cash Flow (Before SBC) $0.9 - $0.9 $4.0 - $4.0 $4.3 - $4.5 $4.7 - $4.9 $5.3 - $5.4 $5.9 - $5.9 Less: Stock Based Compensation (0.2) - (0.2) (1.0) - (1.0) (1.1) - (1.1) (1.2) - (1.2) (1.3) - (1.3) (1.4) - (1.4) VAIL ENTERPRISE VALUE SENSITIVITY VAIL EQUITY VALUE SENSITIVITY ¹ ($ in billions) ($ in billions) 15.00x 20.00x 25.00x 15.00x 20.00x 25.00x 6.500% 7.750% 9.000% 6.500% 7.750% 9.000% Source: Note: 1. Public filings; Vail management Assumes stock based compensation is treated as a cash expense Based on $959.0 million net debt as of May 3, 2019 per Vail 10-Q filing [ 17 ] WACC WACC $79.6 - $80.3$102.2 - $103.0$124.8 - $125.7 76.0 - 76.697.5 -98.3119.0 - 119.9 72.6 - 73.293.1 -93.8113.6 - 114.4 $80.5 - $81.2$103.1 - $104.0$125.8 - $126.7 76.9 - 77.698.5 -99.2120.0 - 120.9 73.5 - 74.294.0 -94.8114.5 - 115.4 NTM UFCF Exit Multiple NTM UFCF Exit Multiple Unlevered Free Cash Flow$0.7 - $0.7$3.0 - $3.1$3.3 - $3.4$3.5 - $3.7$4.0 - $4.1$4.5 - $4.5 3 Mo. EndingFiscal Year Ended January 31,Terminal ($ in billions)2020E2021E2022E2023E2024EPeriod

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STRICTLY CONFIDENTIAL Appendix

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STRICTLY CONFIDENTIAL Appendix Financial Forecast and Information Review To inform its financial analyses, Moelis reviewed the following financial forecasts as provided by Raven management, Vail management and Diamond management A financial forecast relating to Vail, prepared and provided to Moelis by the management of Vail (“Vail Management Case”) Summary financial forecast sensitivities relating to Raven, prepared and provided to Moelis by the management of Raven A financial forecast relating to Raven, based on the financial forecast sensitivities mid case provided by the management of Raven, as extrapolated by and as provided by Diamond (the “Raven Standalone Case”) A financial forecast relating to the incremental impact of Raven to Vail, including the impact of synergies and other benefits available to Vail, pro forma for the acquisition (the “Raven In-Vail Case”) provided to Moelis by the management of Vail In addition, Moelis reviewed additional information viewed as relevant by Moelis, including: Publicly available consensus estimates regarding Vail and Raven from Wall Street research analysts Discussed past and current operations and financial condition and the prospects of Vail and Raven with the management of Diamond and Vail as well as Vail’s advisors Historical market prices and trading activity for Vail and Raven’s common stock [ 19 ] Source: Raven management; Vail management; Diamond management

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STRICTLY CONFIDENTIAL A. Raven Public Market Perspectives

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Historical Share Price Performance Since IPO $30.00 50.000 $25.00 40.000 $20.00 30.000 6/12/18 Raven misses fourth quarter revenue of $156mm, beating analyst provides lower forward $15.00 20.000 disclosing negotiations $10.00 10.000 Ratio Implied Price of $8.42 d Price of $8.30 $5.00 --Apr -18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19 Apr -19 Jun-19 Aug-19 Diamond Share Exchange Ratio Implied Price ¹ Non-Diamond / Non-Vail Offer Pr ice Unaffected Pr ice ² Source: Note: 1. 2. Capital IQ; Public filings Based on draft merger agreements dated August 20, 2019; market data as of August 20, 2019 Implied price of $8.42 per share as of the unaffected date (August 14, 2019) Price of $8.30 per share as of the unaffected date (August 14, 2019) [ 21 ] Volume (mm) Raven Share Price 9/12/18 Raven beats second quarter6/4/19 analyst consensus estimatesRaven announces first quarter for revenue, but missesearnings for FY20, reduces billings by $25mmFY20 revenue guidance by 5% to a range of $756 – $767mm 12/11/18 Raven announces third quarter revenue of $168mm, beating analyst consensus estimates by 3% 3/14/19 Raven announces first quarteranalyst consensus estimates; consensus estimates by 13%revenue guidance 4/20/18Non-Diamond / Non-Vail 8/14/19 Raven complete at $15.00 per sh s IPO are Offer Price of $15.00 Diamond files 13D regarding Vail’s potential acquisition of Raven Diamond Share Exchange Unaffecte

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Historical Operating Performance vs. Wall Street Consensus [ 22 ] Source: Capital IQ; Bloomberg; Public filings; Wall Street research ($ in millions) FY2019 FY2020 Q1Q2Q3Q4 Q1 Reported: Revenue - Actual$156$164$168$169 % YoY Growth28.5%30.5%30.4%27.0% Operating Income($21)($15)($15)($21) % Marginn/mn/mn/mn/m Wall Street: Revenue - Consensus Mean$140$158$164$170 % YoY Growth15.8%25.5%27.2%27.7% Operating Income - Consensus Mean($29)($23)($22)($25) % Marginn/mn/mn/mn/m $186 19.3% ($12) n/m $184 18.2% ($13) n/m Difference: Revenue Over / (Under) Consensus - $$15$6$4($1) Revenue YoY Growth Over / (Under) Consensus - %12.6%5.0%3.1%(0.8%) Operating Income Over / (Under) Consensus - $$8$8$7$4 Operating Income Margin Over / (Under) Consensus - %n/an/an/an/a Raven One-Day Stock Price Reaction33.0%(20.1%)2.5%(3.9%) $2 1.0% $1 n/a (41.3%)

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Relative Share Price Trading Since IPO NASDAQ Composite Index Market Cap Weighted Peer Index ¹ Raven 220.0% 1-Month (21.5%) (2.4%) (10.1%) 200.0% 180.0% 160.0% 140.0% 120.0% 100.0% 80.0% 60.0% 40.0% Apr -18 Jul-18 Sep-18 Dec-18 Mar -19 May-19 Aug-19 Raven NASD AQ Co mpo site Index Mar ket Cap-Weighted Peer Index ¹ Source: Note: 1. Capital IQ Market data as of August 20, 2019; Raven trading gains / losses measured as of the unaffected date (August 14, 2019) Peer index includes APPN, CLDR, DOMO, FEYE, MDB, NEWR, PEGA, SPLK and TLND [ 23 ] 3-Month(56.9%)1.7%(1.0%) 6-Month(56.8%)6.2%18.6% 1-Year(65.7%)1.6%45.4% Since IPO(47.2%)11.2%62.2% TRADING GAIN / LOSS

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Historical TEV / NTM Revenue Multiples Raven Peer Index 14.0x 12.0x 10.0x 9.8x 8.0x 6.0x 4.1x 4.0x 2.0x 2.0x --Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Raven Mar ket Cap-Weighted Peer Index ¹ Raven Unaffected Multiple Source: Note: 1. 2. Capital IQ Market data as of August 20, 2019; Raven FQ1 to Date and 2019 YTD range as of the unaffected date (August 14, 2019) Peer index includes APPN, CLDR, DOMO, FEYE, MDB, NEWR, PEGA, SPLK and TLND As of the unaffected date (August 14, 2019) [ 24 ] LowHigh Avg. LowHigh Avg. FQ1 to Date2.0x6.5x 2.9x 9.4x11.2x 10.4x 2019 YTD2.0x8.1x 5.3x 7.0x11.2x 9.7x 20184.7x12.0x 8.0x 6.5x9.8x 8.0x 2017n/an/a n/a 4.6x6.8x 5.7x 2016n/an/a n/a 3.2x6.7x 5.2x 2015n/an/a n/a 6.1x12.4x 9.5x 2014n/an/a n/a 7.8x12.3x 10.3x 2014 - 20192.0x12.0x 6.7x 3.2x12.4x 7.7x TEV / NTM REVENUE RANGE

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STRICTLY CONFIDENTIAL Raven Public Market Perspectives Select Equity Analyst Price Target Detail SELECT CURRENT PRICE TARGETS Needham 06/05/19 Buy 21.00 n/a Morgan Stanley 06/05/19 Buy 18.00 DCF Barclays 06/05/19 Neutral 15.00 FY20E Sales Wedbush 06/05/19 Neutral 15.00 FY20E Sales Source: Note: 1. 2. Wall Street research Based on equity research reports available to Moelis Represents last date on which broker made revision to price target prior to the unaffected date (August 14, 2019) Reflects standardized recommendation text and recommendation prior to the unaffected date (August 14, 2019) [ 25 ] Consensus Mean$16.30 UBS06/05/19Neutral15.00CY20E FCF RBC Capital Markets06/05/19Buy18.00FY20E Sales Credit Suisse06/04/19Buy20.00CY20E Sales Selected Brokers Date ofCurrentCurrentValuation Price Target ¹Recommendation ²Price TargetMethodology

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STRICTLY CONFIDENTIAL B. Raven Financial Review

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STRICTLY CONFIDENTIAL Raven Financial Review Financial Projection Review For the purposes of its financial analyses regarding Raven, Moelis reviewed forecasts provided by Vail and Diamond management as well as publicly available consensus estimates regarding Raven from Wall Street research analysts; in addition, Moelis received summary sensitivities from Raven management On July 25, 2019, Moelis received FY20E – FY22E forecast sensitivities based on Raven management’s view of Raven operating on a standalone basis under different revenue growth and non-GAAP operating margin assumptions, as updated following fiscal Q1 2020 performance On August 15, 2019, and as subsequently finalized on August 20, 2019, Moelis received a Raven forecast from Vail composed of the following: Raven In-Vail Case: FY20E – FY30E forecast relating to the incremental impact of Raven to Vail, including the impact of synergies and other benefits available to Vail, pro forma for the acquisition On August 19, 2019, Moelis received a Raven forecast from Diamond composed of the following: Raven Standalone Case: FY20E – FY30E forecast based on the financial forecast sensitivities mid case provided by the management of Raven, as extrapolated by and as provided by Diamond At the direction of Diamond, Moelis, for comparative purposes and for purposes of its discounted cash flow analyses, used the Raven Standalone Case and Raven In-Vail Case [ 27 ] Source: Diamond management; Raven management; Vail management

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STRICTLY CONFIDENTIAL Raven Financial Review Financial Projections vs. Wall Street Consensus PROJECTED FINANCIALS COMPARISON (REVENUE) ($ in millions) Raven Standalone Case Raven In-Vail Case Wall Street Consensus FY19A FY20E FY21E FY22E 657 764 840 973 Raven In-Vail Case # of Wall Street Observations 11 11 4 PROJECTED FINANCIALS COMPARISON (NON-GAAP OPERATING INCOME) ($ in millions) Raven Standalone Case Raven In-Vail Case Wall Street Consensus FY19A FY20E FY21E FY22E (71) (44) 30 104 Raven In-Vail Case # of Wall Street Observations 11 11 5 PROJECTED FINANCIALS COMPARISON (UFCF BEFORE SBC) ¹ ($ in millions) Raven Standalone Case Raven In-Vail Case Wall Street Consensus FY19A FY20E FY21E FY22E (20) (47) 86 126 Raven In-Vail Case Source: Note: 1. Diamond management; Raven management; 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 the impact of net interest expense and capital expenditures [ 28 ] Raven Standalone Case($20)($16)$19$82 Wall Street Consensus(20)(35)2673 Raven Standalone Case($71)($39)($4)$56 Wall Street Consensus(71)(45)866 Raven Standalone Case$657$776$915$1,071 Wall Street Consensus6577618891,060

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STRICTLY CONFIDENTIAL Raven Financial Review Summary of Historical and Projected Financials (Raven Standalone Case) [ 29 ] Source: Diamond management; Raven management Fiscal Year Ending January 31 ($ in millions) ActualProjection CAGR '19A-'30E 2018A2019A 2020E2021E2022E2023E2024E2025E2026E2027E2028E2029E2030E Revenue$509$657 % growth22.4%29.1% Non-GAAP Gross Profit$293$435 % margin57.5%66.1% Operating Expense$422$506 $776$915 $1,071 $1,232 $1,404 $1,587 $1,761 $1,920 $2,054 $2,157 $2,24311.8% 18.0%18.0%17.0%15.0%14.0%13.0%11.0%9.0%7.0%5.0%4.0% $522$627$746$872 $1,011 $1,161 $1,309 $1,449 $1,575 $1,679 $1,77213.6% 67.3%68.5%69.6%70.8%72.0%73.1%74.3%75.5%76.7%77.8%79.0% $561$631$690$785$885$990 $1,087 $1,172 $1,240 $1,287 $1,3249.1% Non-GAAP Operating Income (Loss)($129)($71) % margin(25.2%) (10.8%) Memo: EBITDA Reconciliation EBITDA($117)($60) % margin(23.1%)(9.1%) Memo: Additional Items Capital Expenditures($13)($9) Depreciation and Amortization11 12 Change in Net Working Capital149 ($39)($4)$56$87$125$171$222$278$335$392$449n/m (5.0%) (0.4%)5.2%7.1%8.9%10.8%12.6%14.5%16.3%18.2%20.0% ($23)$10$70$100$134$181$233$290$348$405$463n/m (2.9%)1.1%6.5%8.1%9.6%11.4%13.3%15.1%16.9%18.8%20.6% ($10)($10)($10)($9)($9)($10)($11)($12)($13)($14)($14) 161414139101112131414 1619222224252422191412

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STRICTLY CONFIDENTIAL Raven Financial Review Summary of Historical and Projected Financials (Raven In-Vail Case) [ 30 ] Source: Vail management Fiscal Year Ending January 31 ($ in millions) ActualProjection CAGR '19A-'30E 2018A2019A 2020E2021E2022E2023E2024E2025E2026E2027E2028E2029E2030E Revenue$509$657 % growth22.4%29.1% Non-GAAP Gross Profit$293$435 % margin57.5%66.1% Operating Expense$422$506 $764$840$973 $1,153 $1,318 $1,482 $1,651 $1,822 $1,981 $2,123 $2,22011.7% 16.3%9.8%15.9%18.5%14.3%12.4%11.4%10.3%8.8%7.1%4.6% $537$618$740$889 $1,035 $1,186 $1,343 $1,501 $1,649 $1,779 $1,86714.2% 70.2%73.6%76.1%77.1%78.5%80.1%81.4%82.4%83.2%83.8%84.1% $580$588$636$679$732$808$902$997 $1,093 $1,177 $1,2358.4% Non-GAAP Operating Income (Loss)($129)($71) % margin(25.2%) (10.8%) Memo: EBITDA Reconciliation EBITDA($117)($60) % margin(23.1%)(9.1%) Memo: Additional Items Capital Expenditures($13)($9) Depreciation and Amortization11 12 Change in Net Working Capital149 ($44)$30$104$210$303$379$441$504$556$602$633n/m (5.7%)3.6%10.7%18.2%23.0%25.5%26.7%27.7%28.1%28.3%28.5% ($22)$47$123$227$322$397$461$526$575$622$654n/m (2.9%)5.6%12.6%19.6%24.4%26.8%28.0%28.9%29.0%29.3%29.4% ($15)($17)($19)($17)($20)($19)($21)($23)($20)($21)($22) 21 17 1917 19 1820 22 1920 21 (9)56243432323435343136

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STRICTLY CONFIDENTIAL C. Vail Public Market Perspectives

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives 3-Year Historical Share Price Performance 5/30/19 Vail beats revenue estimates $220.00 30.000 24.000 $180.00 18.000 $140.00 12.000 Carl Icahn announces he will $100.00 6.000 $60.00 --Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 [ 32 ] Source: Capital IQ; Public filings Note: Market data as of August 20, 2019 Volume (mm) Vail Share Price and announces $1.5bn share purchase authorization 1/29/18 Media reported on possible merger with 7/2/1812/28/18 Vail announcesVail pays $11bn one-one-time specialtime special dividend dividend 8/14/19 Diamond files 13D disclosing negotiations regarding Vail’s potential acquisition of Diamond Raven 10/15/18 oppose Diamond offer to buy back Vail tracking stock

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives Historical Operating Performance vs. Wall Street Consensus Reported: Revenue - Actual ² % YoY Growth $1,589 5.2% $1,693 6.0% $1,778 6.3% $2,032 8.8% $1,736 9.3% $1,900 12.2% $1,976 11.1% $2,309 13.6% $2,008 15.7% $2,174 14.4% $2,200 11.3% $2,591 12.2% $2,266 12.8% Operating Income - Actual ² % Margin $446 28.1% $509 30.1% $592 33.3% $747 36.8% $495 28.5% $585 30.8% $689 34.9% $862 37.3% $598 29.8% $735 33.8% $741 33.7% $967 37.3% $667 29.4% Wall Street: Revenue - Consensus Mean % YoY Growth $1,577 4.4% $1,680 5.2% $1,763 5.5% $1,991 6.6% $1,711 7.7% $1,887 11.5% $1,965 10.5% $2,265 11.5% $1,956 12.7% $2,147 13.0% $2,170 9.8% $2,500 8.3% $2,246 11.9% Operating Income - Consensus Mean % Margin $441 27.9% $501 29.8% $574 32.5% $716 36.0% $483 28.2% $582 30.8% $656 33.4% $837 37.0% $559 28.6% $719 33.5% $720 33.2% $932 37.3% $656 29.2% Source: Note: 1. 2. Bloomberg; Capital IQ; Public filings; Wall Street research [ 33 ] Vail converted from a December 31 fiscal year end to January 31 at the end of the 2016 calendar year CY16A – FY18A based on reported figures prior to the retrospective adoption of ASC 606 CY2016 ¹ ($ in millions) Q1 Q2 Q3 Q4 FY2018 FY2019 FY2020 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Difference: Revenue Over / (Under) Consensus - $ $12 $13 $15 $41 Revenue YoY Growth Over / (Under) Consensus - % 0.8% 0.8% 0.9% 2.2% Operating Income Over / (Under) Consensus - $ $5 $8 $18 $31 Operating Income Margin Over / (Under) Consensus - % 0.1% 0.2% 0.8% 0.8% Vail One-Day Stock Price Reaction 13.7% 9.0% 3.4% 3.5% $25 $13 $11 $44 1.6% 0.8% 0.6% 2.2% $12 $3 $33 $25 0.3% (0.0%) 1.5% 0.4% (2.1%) (2.8%) 3.6% (5.9%) $52 $27 $30 $91 3.0% 1.4% 1.5% 3.9% $39 $16 $21 $35 1.2% 0.3% 0.5% 0.0% 6.1% (2.2%) 3.6% 3.7% $20 1.0% $11 0.2% (7.4%)

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives 3-Year Relative Share Price Trading NASDAQ Composite Index Market Cap Weighted Peer Index ¹ Vail 310.0% 280.0% 250.0% 220.0% 190.0% 160.0% 130.0% 100.0% 70.0% Aug-16 Fe b-17 Aug-17 Fe b-18 Aug-18 Fe b-19 Aug-19 Vail NASD AQ Co mpo site Index Mar ket Cap-Weighted Peer Index ¹ Source: Note: 1. Capital IQ Market data as of August 20, 2019; Vail trading gains / losses measured as of the unaffected date (August 14, 2019) Peer index includes CTXS, MSFT, ORCL and SAP [ 34 ] 1-Month(9.8%)(2.4%)(0.0%) 3-Month(20.3%)1.7%6.3% 6-Month(8.3%)6.2%25.1% 1-Year0.6%1.6%27.0% 2-Year56.2%27.9%73.1% 3-Year109.5%51.6%112.0% TRADING GAIN / LOSS

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives Historical TEV / NTM UFCF Multiples Vail Peer Index 30.0x 25.0x 24.2x 20.0x 17.7x 16.6x 15.0x 10.0x 5.0x --Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Vail Mar ket Cap-Weighted Peer Index ² Vail U naffected Multiple ³ Source: Note: 1. 2. 3. 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 expenditures Peer index includes CTXS, MSFT, ORCL and SAP As of the unaffected date (August 14, 2019) [ 35 ] LowHigh Avg. LowHigh Avg. 2019 YTD12.6x23.2x 19.5x 18.4x25.3x 22.9x 201812.2x18.8x 15.1x 17.2x22.0x 19.6x 201712.1x16.6x 14.3x 16.1x18.6x 17.4x 20166.5x12.8x 10.1x 13.1x16.0x 14.7x 201511.2x19.7x 16.0x 11.8x17.7x 13.4x 201412.6x16.2x 14.2x 10.6x13.3x 12.4x 2014 - 20196.5x23.2x 14.6x 10.6x25.3x 16.8x TEV / NTM UFCF RANGE ¹

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STRICTLY CONFIDENTIAL Vail Public Market Perspectives Select Equity Analyst Price Target Detail SELECT CURRENT PRICE TARGETS Oppenheimer 05/30/19 Buy 220.00 n/a Jefferies 05/31/19 Buy 213.00 DCF Wedbush 07/17/19 Buy 210.00 n/a FBN Securities 06/03/19 Buy 195.00 n/a Daiwa Securities 06/03/19 Buy 193.00 n/a Morgan Stanley 05/31/19 Neutral 190.00 CY20E EPS Mizuho Securities 05/31/19 Neutral 180.00 n/a Elazar Advisors 07/22/19 Neutral 177.00 n/a Source: Note: 1. 2. Wall Street research Based on equity research reports available to Moelis Represents last date on which broker made revision to price target prior to the unaffected date (August 14, 2019) Reflects standardized recommendation text and recommendation prior to the unaffected date (August 14, 2019) [ 36 ] Consensus Mean$194.50 Wells Fargo05/30/19Neutral180.00NTM EPS; NTM UFCF Credit Suisse05/30/19Neutral185.00DCF Evercore05/31/19Neutral190.00CY20E FCF J.P. Morgan05/31/19Buy194.00CY20E FCF Summit Insights Group05/31/19Buy200.00n/a RBC06/14/19Buy210.00CY20 FCF Keybanc07/22/19Buy214.00n/a Date ofCurrentCurrentValuation Selected Brokers Price Target ¹Recommendation ²Price TargetMethodology Deutsche Bank07/28/19Buy$220.00FY21E FCF

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STRICTLY CONFIDENTIAL D. Vail Financial Review

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STRICTLY CONFIDENTIAL Vail Financial Review Financial Projection Review For the purposes of its financial analyses regarding Vail, Moelis reviewed the forecast provided by Vail management as well as publicly available consensus estimates from Wall Street research analysts On August 15, 2019, and as subsequently finalized on August 20, 2019, Moelis received a forecast from Vail composed of the following: Vail Management Case: FY20E – FY24E forecast reflecting Vail management’s view of the company’s financial performance, shown ranging from low to high At the direction of Diamond, Moelis, for comparative purposes and for purposes of its discounted cash flow analyses, used the Vail Management Case [ 38 ] Source: Vail management

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STRICTLY CONFIDENTIAL Vail Financial Review Summary of Historical and Projected Financials (Vail Management Case) [ 39 ] Source: Vail management Fiscal Year Ending January 31 ($ in billions) ActualProjection CAGR '19A-'24E 2019A 2020E2021E2022E2023E2024E Revenue$9.0 % growth14.1% Total Spending (Before SBC)5.9 $10.0 - $10.0$11.0 - $11.2$12.1 - $12.4$13.4 - $13.6$14.9 - $15.0 10.7% - 10.8% 11.8% - 11.8%9.9% - 11.9%9.9% - 10.5%10.0% - 10.4%10.0% - 11.5% 6.7 - 6.77.5 - 7.68.4 - 8.49.2 - 9.210.1 - 10.1 Non-GAAP Operating Income (Before SBC)$3.0 Taxes0.5 % tax rate16.0% $3.3 - $3.3$3.5 - $3.7$3.8 - $4.0$4.2 - $4.4$4.8 - $4.99.4% - 9.9% 0.5 - 0.50.6 - 0.60.6 - 0.70.7 - 0.80.8 - 0.8 16.0%17.0%17.0%17.0%17.0% NOPAT (Before SBC)$2.6 Add: Cash Flow Impact of D&A, NWC & Capex1.0 $2.8 - $2.8$2.9 - $3.0$3.1 - $3.3$3.5 - $3.7$4.0 - $4.19.2% - 9.7% 0.8 - 0.81.0 - 1.11.1 - 1.21.2 - 1.21.3 - 1.4 Unlevered Free Cash Flow (Before SBC)$3.5 Less: Stock Based Compensation(0.7) $3.6 - $3.6$4.0 - $4.0$4.3 - $4.5$4.7 - $4.9$5.3 - $5.48.6% - 9.0% (0.9) - (0.9)(1.0) - (1.0)(1.1) - (1.1)(1.2) - (1.2)(1.3) - (1.3) Unlevered Free Cash Flow$2.8 $2.7 - $2.7$3.0 - $3.1$3.3 - $3.4$3.5 - $3.7$4.0 - $4.17.6% - 8.0%

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STRICTLY CONFIDENTIAL Vail Financial Review Financial Projections vs. Wall Street Consensus PROJECTED FINANCIALS COMPARISON (REVENUE) ($ in billions) $12.4 $12.1 $11.9 $11.2 $11.0 $11.0 $10.0 $10.0 $10.0 FY20E FY21E FY22E Vail Mgmt. Case (Low) Vail Mgmt. Case (High) Wall Street Consensus PROJECTED FINANCIALS COMPARISON (NON-GAAP OPERATING INCOME) ($ in billions) $4.0 $4.0 $3.8 $3.7 $3.6 $3.5 $3.3 $3.3 $3.3 FY20E FY21E FY22E Vail Mgmt. Case (Low) Vail Mgmt. Case (High) Wall Street Consensus PROJECTED FINANCIALS COMPARISON (UFCF BEFORE SBC) ¹ ($ in billions) $4.5 $4.3 $4.0 $4.0 $4.0 $3.8 $3.6 $3.6 $3.5 FY20E FY21E FY22E Vail Mgmt. Case (Low) Vail Mgmt. Case (High) Wall Street Consensus Source: Note: 1. 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 ]

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STRICTLY CONFIDENTIAL E. Selected Publicly Traded Companies Analysis

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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 ]

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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 32.0% (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. 2. Capital IQ; Diamond management; Public filings; Raven management; Vail management; Wall Street research Market data as of August 20, 2019; Raven measured as of the unaffected date (August 14, 2019) Pro forma for MongoDB’s acquisition of Realm ApS for $39 million in cash on May 7, 2019 FY19A revenue pro forma for acquisition of Hortonworks completed on January 3, 2019 [ 43 ] Mean66.8%7.9x16.2%9.6% Median65.6%5.1x16.8%8.3% Raven - Consensus Median$8.3028.5%$2,409$1,6002.0x$78914.8%($11)n/m Raven - Standalone Case8.3028.5%2,4091,6002.0x81118.0%(15)n/m Raven - In-Vail Case8.3028.5%2,4091,6002.0x78314.5%(5)n/m Domo24.9353.0%7476963.8x18220.1%(81)n/m Cloudera ²6.7933.6%2,1121,5682.0x7732.6%141.7% FireEye13.5165.6%3,2313,4243.8x8974.6%758.3% Pegasystems69.5187.2%5,9395,7875.9x97611.2%656.6% Splunk$126.7288.2%$20,662$19,9688.5x$2,35715.3%$39016.5% ($ in millions, except for per share figures)Stock Price% 52 WkEquityEnterpriseTEV / Company8/20/2019HighValueValueNTM Rev NTM Revenue% GrowthEBITDA% Margin

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STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Vail Selected Publicly Traded Companies Overview Selected publicly traded companies for Vail were selected based on companies deemed generally relevant by Moelis in certain respects to Vail While no single company is similar across a range of criteria, Moelis, in its judgement, selected publicly traded large-cap infrastructure software companies that were viewed to have relevant business models, scale and corporate structure, among other factors: Microsoft, Oracle, SAP and Citrix Systems were selected as the publicly traded companies Moelis selected its reference range of 15.0x – 25.0x NTM unlevered free cash flow, 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: The low end of the range was informed by Oracle and Citrix Systems; given Vail’s higher growth, Moelis ascribed a premium to these companies The high end of the range was informed by Microsoft Moelis did not include SAP due to differences in its unlevered free cash flow margin profile Vail’s current NTM unlevered free cash flow trading multiple as well as the mean and median of the publicly traded companies were also used to inform the reference range Moelis also noted that the historical trading multiples of Vail and the selected publicly traded companies were consistent with the selected range over the last 24 months [ 44 ]

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STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Vail Selected Publicly Traded Companies Oracle 52.98 87.6% 185,351 205,245 13.7x 40,484 2.5% 19,412 48.0% 15,017 37.1% Citrix Systems ² 91.89 80.2% 12,616 12,772 13.8x 3,053 1.7% 1,072 35.1% 928 30.4% Source: Note: 1. 2. Capital IQ; Public filings; Vail management; Wall Street research Market data as of August 20, 2019; Vail measured 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 Pro forma for the conversion of Convertible Notes on April 15, 2019, in which Citrix Systems delivered 4.9 million shares in exchange for $1.16 billion in outstanding principal [ 45 ] Mean87.5%20.5x5.3%39.9%28.3% Median86.4%19.6x4.2%39.5%29.4% Vail - Consensus$153.0974.0%$65,404$65,99618.4x$10,28111.3%$3,82837.2%$3,58234.8% Vail - Management Case (High)$153.0974.0%$65,404$65,996n/an/an/an/an/an/an/a Vail - Management Case (Low)$153.0974.0%$65,404$65,996n/an/an/an/an/an/an/a SAP118.1385.2%148,417158,96129.1x31,5475.9%10,28932.6%5,46917.3% Microsoft$137.2696.9% $1,068,214 $1,011,10125.5x$139,79611.1%$61,35043.9%$39,65228.4% ($ in millions, except for per share figures)Stock Price % 52 WkEquityEnterpriseTEV / Company8/20/19HighValueValueNTM UFCF NTM Revenue % Growth EBITDA % MarginUFCF ¹ % Margin

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STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Raven Historical TEV / NTM Revenue Multiples Raven APPN CLDR DOMO FEYE MDB NEWR PEGA SPLK TLND Low High Low High Low High Low High Low High Low High Low High Low High Low High Low High 2018 4.7x 12.0x 6.5x 13.8x 2.5x 7.1x 1.8x 3.9x 3.1x 4.4x 6.7x 18.4x 7.6x 13.9x 3.6x 5.7x 6.2x 9.9x 3.8x 9.6x 2016 n/a n/a n/a n/a n/a n/a n/a n/a 1.7x 4.1x n/a n/a 4.0x 8.7x 1.9x 3.3x 3.9x 8.5x 4.3x 7.2x 2014 n/a n/a n/a n/a n/a n/a n/a n/a 7.3x 10.5x n/a n/a n/a n/a 1.9x 2.4x 10.3x 16.2x n/a n/a 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x --Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Rave n APPN CLDR DOMO FEYE MDB NEWR PEGA SPLK TLND [ 46 ] Source: Capital IQ Note: Market data as of August 20, 2019; Raven 2019 YTD range as of the unaffected date (August 14, 2019) 2014 - 20192.0x12.0x6.5x13.8x1.5x11.4x1.8x6.5x1.7x12.9x6.7x26.5x4.0x14.2x1.9x6.8x3.9x16.2x3.7x9.6x 2015n/an/an/an/an/an/an/an/a3.7x12.9xn/an/a8.2x14.2x2.0x3.0x7.6x14.9xn/an/a 2017n/an/a6.5x11.6x4.7x11.4xn/an/a2.2x4.1x7.5x13.9x4.9x8.2x3.2x5.8x5.4x7.6x4.5x7.7x 2019 YTD2.0x8.1x6.8x13.5x1.5x7.1x2.2x6.5x3.1x4.0x13.2x26.5x5.1x11.3x3.9x6.8x6.6x9.6x3.7x6.7x TEV / NTM REVENUE RANGE

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STRICTLY CONFIDENTIAL Selected Publicly Traded Companies Analysis Vail Historical TEV / NTM UFCF Multiples Vail CTXS MSFT ORCL SAP Low High Low High Low High Low High Low High 2019 YTD 12.6x 23.2x 12.8x 16.1x 19.1x 26.2x 11.1x 15.3x 25.1x 39.5x 2017 12.1x 16.6x 11.2x 14.9x 15.4x 18.2x 12.5x 14.7x 23.3x 29.5x 2015 11.2x 19.7x 12.5x 16.9x 10.3x 19.8x 10.1x 13.3x 14.6x 22.8x 2014 - 2019 6.5x 23.2x 11.2x 18.5x 10.0x 26.2x 9.6x 15.3x 14.1x 39.5x 45.0x 40.0x 35.0x 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x --Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Aug-18 Feb-19 Aug-19 Vail CTXS MSFT ORCL SAP Source: Note: 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

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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 ]

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