] Shares PIVOTAL SOFTWARE, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Goldman Sachs & Co. LLC (“Goldman Sachs” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pivotal Software, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, $0.01 par value per share, of the Company (the “Class A Common Stock” and, together with the Class B common stock, $0.01 par value per share, of the Company, the “Common Stock”).
RSU AGREEMENT FOR U.S. PARTICIPANTSRsu Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
The Participant has been granted an Award (the “Award”) of RSUs pursuant to the Pivotal Software, Inc. 2018 Equity Incentive Plan (as it may be amended from time to time, the “Plan”), the Notice of RSU Award (the “Notice”) and this RSU Agreement (this “Agreement”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
PIVOTAL SOFTWARE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR U.S. PARTICIPANTSNon-Qualified Stock Option Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
This Non-Qualified Stock Option Agreement (this “Agreement”), dated as of [·], 20[·] (the “Grant Date”), and the Notice of Award (the “Notice”) are between Pivotal Software, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”).
AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT by and among DELL INC., VMWARE, INC. PIVOTAL SOFTWARE, INC.Employee Matters Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Texas
THIS AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (this “Agreement”), as executed on or about April , 2018 (the “Effective Date”) amends and restates the Employee Matters Agreement made and entered into as of April 1, 2013 by and among EMC Corporation (“EMC”), VMware, Inc. (“VMware”) and GoPivotal, Inc. (the “Original Employee Matters Agreement”). This Agreement is entered into by and among (a) Dell Inc., for itself and its Subsidiaries (“Dell”), (b) VMware, for itself and its Subsidiaries (“VMware”) and (c) Pivotal Software, Inc. (formerly known as GoPivotal, Inc.), for itself and its Subsidiaries (the “Company” and together with Dell and VMware, the “Parties”).
FORM OF MASTER TRANSACTION AGREEMENT between DELL TECHNOLOGIES INC. and PIVOTAL SOFTWARE, INC.Master Transaction Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
This Master Transaction Agreement is dated as of , 2018, between Dell Technologies Inc., a Delaware corporation (“Dell Technologies”), and Pivotal Software, Inc., a Delaware corporation (“Pivotal”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 5.1.
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among PIVOTAL SOFTWARE, INC., DELL TECHNOLOGIES, INC., EMC CORPORATION, VMWARE, INC., GE INTERNATIONAL HOLDINGS B.V. GENERAL ELECTRIC COMPANY FORD MOTOR COMPANY and MICROSOFT GLOBAL FINANCE Dated as...Shareholders' Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of , 2018, by and among (a) Pivotal Software, Inc. (formerly known as GoPivotal, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), (b) Dell Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, as the successor-in-interest to all of the rights and obligations of EMC Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (“EMC”), under this Agreement, (c) VMware, Inc., a corporation organized and existing under the laws of the State of Delaware, (d) GE International Holdings B.V. (“GE International”), (e) General Electric Company, a corporation organized and existing under the laws of the State of New York (“GE”), (f) Ford Motor Company, a Delaware corporation (“Ford”), and (g) the other Shareholders party to this Agreement from time to time, including as of th
SHARED SERVICES AGREEMENTShared Services Agreement • April 12th, 2018 • Pivotal Software, Inc. • Services-prepackaged software • Texas
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is dated as of April , 2018 by and between Pivotal Software, Inc., a Delaware corporation (the “Company”), and Dell Inc., a Delaware corporation (“Dell”). The Company and Dell are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
