Interests of Certain EMC Directors and Officers

Interests of Certain EMC Directors and Officers

The EMC board of directors and its compensation committee have designed the director and executive compensation programs of EMC, in consultation with independent outside compensation experts, with a view

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towards attracting and retaining qualified candidates and taking into account, among other things, the compensation practices of EMC’s peers and competitors for such qualified candidates and market compensation practices generally. A significant component of this compensation program consists of equity and equity-based compensation, which is granted pursuant to equity compensation plans which are disclosed to, and approved by, EMC’s shareholders. The treatment of the equity compensation described below is in accordance with the terms of EMC’s governing equity compensation plan.

In considering the recommendation of the EMC board of directors with respect to the transaction, EMC shareholders should be aware of the effect of the transaction on the compensation arrangements of the executive officers of EMC, which are in addition to the effect of the transaction upon the EMC common stock owned by such individuals. These interests are summarized below. The compensation arrangements of Joseph M. Tucci are included below in the discussion of the compensation arrangements of executive officers, as all of such compensation is in respect of Mr. Tucci’s services as an executive officer; Mr. Tucci receives no additional compensation in respect of his service on the EMC board of directors.

In addition, Denali has announced that certain of EMC’s current executive officers will serve on the leadership team of Denali following the completion of the merger: Jeremy Burton, EMC’s current President, Products and Marketing, will become the Chief Marketing Officer of Denali; Howard D. Elias, EMC’s current President and Chief Operating Officer, Global Enterprise Services, will become President, Global Services and IT; David I. Goulden, currently Chief Executive Officer of the EMC Information Infrastructure business, will become President, Enterprise Systems Group of Denali; William F. Scannell, EMC’s current President, Global Sales and Customer Operations, will become President, Enterprise Sales of Denali, and Amit Yoran will remain President of RSA. Rob Mee, currently Chief Executive Officer, Pivotal, will be part of an executive group that includes the presidents of Denali’s business units and go-to-market organizations. Messrs. Burton, Elias and Goulden will become executive officers of Denali following the completion of the merger. Additional information with respect to the board of directors and the management of Denali following the completion of the merger is included under “Management of Denali after the Merger.”

Denali has had discussions with such executives regarding their employment arrangements following the completion of the merger and anticipates entering into new employment and compensation arrangements with such executives prior to the closing. No agreements or arrangements have been entered into as of the date of this proxy statement/prospectus, but it is anticipated that the total annual compensation opportunity for any such executive may be greater under any such new agreements and arrangements.

Consideration Payable to Executive Officers Pursuant to the Transaction

As a group, the executive officers of EMC beneficially owned 3,531,113 shares of EMC common stock as of May 11, 2016 (not including unvested equity and equity-based awards discussed below). In the event that the transaction were to be completed, the executive officers would receive the same merger consideration per share of EMC common stock (on the same terms and conditions) as the other EMC shareholders. If the executive officers of EMC continue to hold all of the shares of EMC common stock beneficially owned by them as of May 11, 2016, upon the completion of the transaction, such executive officers would receive an aggregate of $84,923,268 in cash and approximately 393,083 shares of Class V Common Stock in respect of such shares of EMC common stock (based on an estimated 2,002,904,273 shares of EMC common stock issued and outstanding, calculated on a fully diluted basis, immediately prior to the completion of the transaction). Dispositions of shares of EMC common stock by executive officers of EMC and vesting or exercise of currently unvested or unexercised equity or equity-based awards (described in more detail below), in each case prior to the completion of the transaction, will change the amount of cash and shares of Class V Common Stock such executive officers will receive in respect of their shares of EMC common stock upon the completion of the transaction.

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Equity-Based Awards Held by Executive Officers of EMC

Set forth below is a discussion of the treatment in the transaction of stock options and service- and performance-vesting restricted stock unit awards held by the executive officers of EMC.

Treatment of Unvested Restricted Stock Unit and Performance Unit Awards

Executive officers of EMC hold time- and performance-vesting restricted stock units with respect to an aggregate of 4,277,964 shares of EMC common stock (measured at the target level of performance in the case of performance-vesting restricted stock units); these unvested restricted stock units are rights to receive shares of EMC common stock upon the occurrence of the applicable vesting event (satisfaction of service requirements and/or attainment of applicable performance goals, as the case may be). In accordance with the terms of the merger agreement, immediately prior to the vesting effective time of the merger each restricted stock unit award will be fully vested (with vesting occurring at the target level of performance in the case of performance-vesting restricted stock units) and converted into the whole net number of shares of EMC common stock subject to the award (net of shares with a fair market value equal to the tax withholding required upon the vesting of the shares). Upon the completion of the transaction, the holders of such vested shares will become entitled to receive the merger consideration in the same manner as other outstanding shares of EMC common stock, together with cash in lieu of any fractional shares of EMC common stock. The approximate value of the cash payments and the approximate number of shares of Class V Common Stock that each executive officer of EMC would receive in respect of such unvested time- and performance-vesting restricted stock units is set forth in the table below. This information is based on the number of shares subject to unvested time- and performance-vesting restricted stock units expected to be held by executive officers of EMC as of May 11, 2016. Vesting and/or forfeiture of currently unvested time- and performance-vesting restricted stock units prior to the vesting effective time of the merger will change the amount of merger consideration the executive officers will receive in respect of their unvested time- and performance-vesting restricted stock units in connection with the transaction. The numbers in the table do not reflect reductions in payments that will result from withholding of shares to satisfy tax withholding obligations.

Name of Executive Officer		Number of Shares Subject to Unvested Restricted Stock Units (#)				Cash Consideration for Shares Subject to Unvested Restricted Stock Units ($)				Class V Common Stock Consideration for Shares Subject to Unvested Restricted Stock Units (#)(1)(2)
Joseph M. Tucci			576,069				13,854,459				64,128
William J. Teuber Jr.			228,128				5,486,478				25,395
David I. Goulden			565,463				13,599,385				69,947
Howard D. Elias			432,159				10,393,424				48,108
Jeremy Burton			453,614				10,909,417				50,496
William F. Scannell			432,159				10,393,424				48,112
Paul T. Dacier			291,421				7,008,675				32,114
Erin McSweeney			142,541				3,428,111				15,868
Paul Maritz			—				—				—
Zane C. Rowe (3)			296,681				7,135,178				33,027
Harry L. You			141,576				3,404,903				15,760
Amit Yoran			207,871				4,999,298				23,140
ML Krakauer			269,624				6,484,457				30,015
Denis G. Cashman			240,658	(4)			5,787,825				26,790
Robert C. Mee			—				—				—

(1)	Class V Common Stock consideration based on an estimated 2,002,904,273 shares of EMC common stock issued and outstanding, calculated on a fully diluted basis, immediately prior to the completion of the transaction.

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(2)	Class V Common Stock consideration rounded to the nearest whole share.

(3)

Mr. Rowe served as EMC’s Chief Financial Officer until March 1, 2016, at which time he became Chief Financial Officer of VMware. During the term of Mr. Rowe’s employment with VMware, he will continue to vest in his outstanding EMC time- and performance-vesting restricted stock units. See VMware’s current report on Form 8-K, filed January 20, 2016, for a description of the terms of Mr. Rowe’s employment with VMware.

(4)

The number of shares shown in this column includes 13,060 shares that are subject to unvested restricted stock awards. Upon the completion of the transaction, these vested shares would be converted into the right to receive the merger consideration in the same manner as other outstanding shares of EMC common stock.

Treatment of Stock Options

Executive officers of EMC hold stock options to acquire, on a net-exercise basis, an aggregate of 799,877 shares of EMC common stock. Each outstanding EMC stock option will vest and become fully exercisable prior to the vesting effective time of the merger. Each EMC stock option that remains outstanding immediately prior to the vesting effective time of the merger will be automatically exercised immediately prior to the vesting effective time of the merger on a net exercise basis, such that shares of EMC common stock with a value equal to the aggregate exercise price and applicable tax withholding will reduce the number of shares of EMC common stock otherwise issuable. Each such holder of a net exercised EMC stock option will thereafter be entitled to receive the merger consideration with respect to the whole net number of shares of EMC common stock issued upon such net exercise, together with cash in lieu of any fractional shares of EMC common stock. The following table sets forth the approximate consideration that each executive officer who holds EMC stock options would be entitled to receive in connection with the completion of the transaction in respect of vested and unvested EMC stock options. This information is based on the number of stock options held by the executive officers of EMC as of May 11, 2016 and assumes that none of the executive officers exercise stock options prior to the vesting effective time of the merger. The numbers in the table show the number of shares that may be acquired under the options on a net-exercise basis, but do not reflect reductions in payments that will result from withholding of shares to satisfy tax withholding obligations.

		Number of Shares Subject to:								Cash Consideration for Shares Subject to:								Class V Common Stock Consideration for:
Name of Executive Officer		Vested Stock Options (#)				Unvested Stock Options (#)				Vested Stock Options ($)				Unvested Stock Options ($)				Vested Stock Options (#)(1)(2)				Unvested Stock Options (#)(1)(2)
Joseph M. Tucci			297,754				2,393				7,160,984				57,552				33,146				266
William J. Teuber Jr.			129,290				1,002				3,109,425				24,098				14,393				112
David I. Goulden			110,109				1,017				2,648,121				24,459				12,257				113
Howard D. Elias			109,708				833				2,638,477				20,034				12,213				93
Jeremy Burton			10,654				664				256,229				15,969				1,186				74
William F. Scannell			20,939				833				503,583				20,034				2,231				93
Paul T. Dacier			75,950				664				1,826,598				15,969				8,455				74
Erin McSweeney			—				—				—				—				—				—
Paul Maritz			—				—				—				—				—				—
Zane C. Rowe			—				—				—				—				—				—
Harry L. You			4,250				508				102,213				12,217				473				57
Amit Yoran			—				—				—				—				—				—
ML Krakauer			710				326				17,076				7,840				79				36
Denis G. Cashman			32,273				—				776,166				—				3,593				—
Robert C. Mee			—				—				—				—				—				—

(1)	Class V Common Stock consideration based on an estimated 2,002,904,273 shares of EMC common stock issued and outstanding, calculated on a fully diluted basis, immediately prior to the completion of the transaction.

(2)	Class V Common Stock consideration rounded to nearest whole share.

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Possible Equity Rollover

Pursuant to the merger agreement, Denali may agree with employees of EMC to exchange EMC equity compensation awards for cash awards and/or equity securities of Denali or an affiliate of Denali. In the event of any such agreement, such exchange would be in lieu of the treatment of such EMC equity compensation awards described above. As of the date hereof, no such agreement has been entered into and there can be no assurance that any such agreement will be entered into.

Change in Control Agreements with Executive Officers

Each executive officer of EMC listed below is a party to a Change in Control Severance Agreement with EMC that provides severance benefits if there is both (i) a change in control (or potential change in control) of EMC and (ii) the executive’s employment is terminated by EMC (or any successor) without “cause” or if the executive terminates his or her employment for “good reason,” in each case within 24 months following a change in control (or during a potential change in control period). The completion of the transaction will constitute a change in control under these agreements. In the case of a qualifying termination following the completion of the transaction, the officer would receive:

•

a lump sum cash severance payment equal to a specified multiple (between 2 and 2.99) times the sum of the executive’s annual base salary and target annual bonus;

•

a lump sum cash severance payment equal to the executive’s prorated annual bonus for the year of termination assuming target performance; and

•

the continuation of life, disability, accident and health insurance benefits for the executive and his or her dependents for a period of 24 to 36 months following such termination, reduced to the extent the executive becomes eligible to receive comparable benefits from a new employer or pursuant to a government-sponsored health insurance or health care program.

“Cause” will exist under the agreements upon:

•

the willful and continued failure by the executive to perform substantially the duties and responsibilities of his or her position;

•

the conviction of the executive for a felony; or

•

the willful engagement of the executive in fraud or dishonesty which is demonstrably and materially injurious to EMC or its reputation, monetarily or otherwise.

Under the agreements, “good reason” is generally defined as:

•

an adverse change in the executive’s role or position;

•

a reduction in the executive’s base salary;

•

the failure by EMC to continue to provide certain compensation and benefits;

•

a requirement that the executive’s principal place of employment be located greater than 50 miles from where the executive’s principal place of employment was located immediately prior to the change in control;

•

any unreasonable refusal by EMC to continue to allow the executive to attend to matters or engage in activities not directly related to the business of EMC which, prior to the change in control, the executive was permitted to attend to or engage in;

•

any purported termination of the executive’s employment which is not effected pursuant to certain notice and procedural requirements; or

•

a breach by EMC of its obligations to require a successor to assume and perform EMC’s obligations under the agreements.

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The agreements provide that any good faith claim by an executive that good reason exists shall be presumed to be correct unless EMC (or a successor) establishes by clear and convincing evidence that good reason does not exist. To claim good reason, the executive must give notice of the good reason event within 90 days after its occurrence and must provide EMC (or a successor) with a 30-day period in which to cure the good reason event. EMC will pay to the executive all legal fees and expenses incurred by the executive in a good faith dispute relating to the termination of employment.

The table below sets forth an estimate of the payments which would be due to the executive officers of EMC in the event of a qualifying termination of such executive’s employment within 24 months following the completion of the transaction (or during a specified period prior to the completion of the transaction).

Name of Executive Officer		Cash Severance ($)				Pro-Rated Annual Bonus ($)				Value of Benefit Continuation ($)
Joseph M. Tucci			7,295,600				520,767				39,323
William J. Teuber Jr.			4,335,500				262,192				43,036
David I. Goulden			5,980,000				415,890				54,030
Howard D. Elias			4,784,000				289,315				41,831
Jeremy Burton			4,784,001				289,315				54,030
William F. Scannell			4,335,500				271,233				58,989
Paul T. Dacier			4,186,000				253,151				58,989
Erin McSweeney			1,800,000				153,699				35,891
Zane C. Rowe (1)			—				—				—
Harry L. You			3,588,001				216,986				54,030
Amit Yoran			2,000,000				180,822				39,422
ML Krakauer			3,139,500				189,863				29,243
Denis G. Cashman			1,800,000				162,740				36,020

(1)

Mr. Rowe served as EMC’s Chief Financial Officer until March 1, 2016, at which time he became Chief Financial Officer of VMware. In connection with Mr. Rowe’s new role, he is no longer party to a Change in Control Severance Agreement with EMC. See VMware’s current report on Form 8-K, filed January 20, 2016, for a description of the terms of Mr. Rowe’s employment with VMware.

For other information with respect to the arrangements between EMC and certain executive officers described in this section, see the information included under “—Golden Parachute Compensation” below (which is incorporated into this section by reference).

Treatment of Non-Employee Director Equity Compensation and EMC Common Stock Owned by EMC Non-Employee Directors

In considering the recommendation of the EMC board of directors with respect to the transaction, EMC shareholders should also be aware of the effect of the transaction on the compensation arrangements of the non-employee members of the EMC board of directors (summarized below). All of the equity compensation described below was granted to non-employee members of the EMC board of directors under equity compensation plans approved by the EMC shareholders and consists exclusively of ordinary course compensation paid pursuant to the EMC non-employee director compensation program, most recently described in EMC’s proxy statement for the 2016 annual meeting of shareholders. This program was developed in consultation with the independent compensation consultant of the compensation committee of the EMC board of directors with a view toward attracting and retaining qualified directors and following consideration of the board compensation practices of EMC’s peer companies. The treatment in the transaction of the non-employee director equity compensation described below is in accordance with the terms of the shareholder approved plans under which the awards were made.

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Treatment of Stock Options

Non-employee directors of EMC hold stock options to acquire, on a net–exercise basis, an aggregate of 76,209 shares of EMC common stock. In accordance with the terms of the merger agreement, these stock options will be treated in the transaction in a manner that is identical to the treatment of stock options held by EMC employees generally which is described under the heading “—Treatment of EMC Equity Awards” (except that tax withholding will not apply to non-employee director awards). The following table sets forth the approximate consideration that each non-employee director who holds EMC stock options would be entitled to receive in connection with the completion of the transaction in respect of vested and unvested EMC stock options. This information is based on the number of stock options held by the non-employee directors of EMC as of May 11, 2016 and assumes that none of the non-employee directors exercise stock options prior to the completion of the transaction.

Name of Director		Number of Shares Subject to Vested Stock Options (#)				Cash Consideration for Shares Subject to Vested Stock Options ($)				Class V Common Stock Consideration for Vested Stock Options (#)(1)(2)
Michael W. Brown			8,253				198,485				919
Randolph L. Cowen			8,253				198,485				919
James S. DiStasio			2,885				69,384				321
Edmund F. Kelly			11,986				288,263				1,334
Paul Sagan			11,986				288,263				1,334
David N. Strohm (3)			16,423				394,973				1,828
Gail Deegan (4)			16,423				394,973				1,828

(1)	Class V Common Stock consideration based on an estimated 2,002,904,273 shares of EMC common stock issued and outstanding, calculated on a fully diluted basis, immediately prior to the completion of the transaction.

(2)	Class V Common Stock consideration rounded to nearest whole share.

(3)	Mr. Strohm resigned from the EMC board of directors on October 6, 2015.

(4)	Ms. Deegan served on the EMC board of directors until April 30, 2015. Ms. Deegan departed the board after not standing for re-election at the 2015 annual meeting of shareholders.

Treatment of EMC Common Stock Owned by EMC Non-Employee Directors

In addition, as a group, the non-employee directors of EMC owned 1,982,178 shares of EMC common stock as of May 11, 2016 (not including unvested equity and equity-based awards discussed above). In the event that the transaction were to be completed, the non-employee directors would receive the same merger consideration per share of EMC common stock (on the same terms and conditions) as the other EMC shareholders. If the non-employee directors of EMC continue to hold all of the shares of EMC common stock beneficially owned by them as of May 11, 2016, upon the completion of the transaction, such non-employee directors would receive an aggregate of $47,671,381 in cash and approximately 220,656 shares of Class V Common Stock in respect of such shares of EMC common stock (based on an estimated 2,002,904,273 shares of EMC common stock issued and outstanding, calculated on a fully diluted basis, immediately prior to the completion of the transaction). Dispositions of shares of EMC common stock by non-employee directors of EMC and vesting or exercise of currently unvested or unexercised equity or equity-based awards, in each case prior to the completion of the transaction, will change the amount of cash and shares of Class V Common Stock such non-employee directors will receive in respect of their shares of the EMC common stock upon the completion of the transaction.

Golden Parachute Compensation

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for the named executive officers of EMC based on the transaction, assuming that the transaction

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were completed on May 11, 2016 and the named executive officers are terminated without cause on the same day immediately following the completion of the transaction. More detail on these payments and benefits is set forth above under “—Interests of Certain EMC Directors and Officers.”

Golden Parachute Compensation

Name		Cash ($) (2)				Equity ($) (3)				Pension NQDC ($) (4)				Perquisites/ Benefits ($) (5)				Tax Reimbursements ($) (6)				Other ($)				Total ($)
Joseph M. Tucci			7,816,367				15,959,759				—				39,324				—				—				23,815,450
Zane C. Rowe (1)			—				8,185,429				—				—				—				—				8,185,429
David I. Goulden			6,395,891				15,629,190				—				54,030				—				—				22,079,110
Jeremy Burton			5,073,316				12,533,523				—				54,030				—				—				17,660,870
Howard D. Elias			5,073,315				11,946,250				—				41,831				—				—				17,061,397

(1)	Mr. Rowe served as EMC’s Chief Financial Officer until March 1, 2016, at which time he became Chief Financial Officer of VMware. Accordingly, Mr. Rowe would not be entitled a severance benefit from EMC.

(2)

This amount includes severance which would be payable under the applicable named executive officer’s Change in Control Severance Agreement in the event of a qualifying termination of his or her employment immediately following the completion of the transaction, plus pro-rata target bonus for the year of termination, assuming the completion of the transaction and the termination of employment took place on May 11, 2016. EMC’s obligation to pay the cash severance payments to the named executive officers is conditioned on the applicable named executive officer executing and not revoking a release of claims in favor of EMC. The following table lists the respective portions of the amount set forth in this column that are attributable to the base salary severance payment, target bonus severance payment and the pro-rata target bonus.

Name		Base Salary ($)				Target Bonus ($)				Pro-Rata Bonus ($)
Joseph M. Tucci			1,000,000				1,440,000				520,767
Zane C. Rowe			—				—				—
David I. Goulden			850,000				1,150,000				415,890
Jeremy Burton			800,000				800,000				289,315
Howard D. Elias			800,000				800,000				289,315

(3)

This amount includes the value of unvested EMC restricted stock units held by the named executive officers on May 11, 2016, the vesting of which will be accelerated immediately prior to the completion of the transaction (based on a value per share of $27.59, which represents the average closing price of EMC’s shares on the first five business days following the announcement of the transaction), and the aggregate spread value in the unvested options held by the named executive officers on such date (based upon the same per-share value). The cash amounts to be paid to the named executive officers in respect of their EMC restricted stock units and stock options that are vested prior to May 11, 2016 are not required to be included in the above table and are therefore not included. The following table sets forth the values of unvested EMC restricted stock units and the aggregate spread value in the unvested options.

Name		Unvested RSU Value ($)				Unvested Option Value ($)
Joseph M. Tucci			15,893,744				66,016
Zane C. Rowe			8,185,429				—
David I. Goulden			15,601,124				28,066
Jeremy Burton			12,515,210				18,313
Howard D. Elias			11,923,267				22,983

(4)	None of the named executive officers will be entitled to additional pension or non-qualified deferred compensation payments or benefits in connection with the transaction or a termination of employment in connection therewith.

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(5)	This amount solely represents an estimate of the value of continued life, disability, accident and health coverage for the named executive officer under such named executive officer’s Change in Control Severance Agreement and no other amounts as set forth in the following table.

Name		Medical ($)				Dental ($)				Vision ($)				Life ($)				AD&D ($)				STD ($)				LTD ($)				Total ($)
Joseph M. Tucci			34,477				2,297				386				495				45				546				1,078				39,324
Zane C. Rowe			—				—				—				—				—				—				—				—
David I. Goulden			46,691				4,595				580				495				45				546				1,078				54,030
Jeremy Burton			46,691				4,595				580				495				45				546				1,078				54,030
Howard D. Elias			34,492				4,595				580				495				45				546				1,078				41,831

(6)	None of the named executive officers is entitled to a tax reimbursement or gross-up in respect of the payments described in the table.

The tabular disclosure set forth above assumes that each of the listed named executive officers (1) is terminated without cause immediately following the completion of the transaction under circumstances that entitle such individual to severance payments and benefits under the applicable named executive officer’s Change in Control Severance Agreement and (2) becomes entitled to payment in respect of unvested restricted shares of EMC common stock (and restricted stock units with respect to shares of EMC common stock) based on the per share merger consideration being paid to EMC shareholders in connection with the transaction.

Indemnification; Directors’ and Officers’ Insurance

Under the merger agreement, Denali is required to cause the surviving corporation in the merger (or its applicable subsidiary) to provide indemnification and exculpation from liabilities (including advancement of expenses) in favor of current or former directors and officers of EMC as provided in the EMC articles, the EMC bylaws, the organizational documents of EMC’s subsidiaries and any indemnification agreement entered into between EMC or one of its subsidiaries and such person. The merger agreement also contains certain obligations related to the maintenance of directors’ and officers’ liability insurance and fiduciary liability insurance with respect to acts or omissions occurring at or prior to the effective time of the merger for each person currently covered under EMC’s and its subsidiaries’ existing policies. For a more complete description, see “The Merger Agreement—Indemnification and Insurance.”

Material Contracts between Denali and EMC

Dell has entered into various commercial agreements with EMC from time to time in the ordinary course of business, including those discussed below. Dell currently purchases EMC products for its internal use. Approximately $18 million, $24 million and $101 million in aggregate purchases were made by Dell from EMC pursuant this arrangement in Dell’s fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Dell also has entered into various commercial agreements with VMware from time to time in the ordinary course of business. Dell currently purchases VMware products, both as an OEM for incorporation into or bundling with Dell products and as a reseller of VMware-branded products directly to Dell customers. Approximately $53 million, $59 million and $65 million in aggregate OEM purchases, and approximately $297 million, $355 million and $434 million in aggregate purchases of products for resale, were made by Dell from VMware in Dell’s fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Dell also purchased an aggregate of $59 million, $61 million and $71 million in VMware products for internal use in its fiscal 2016, fiscal 2015 and fiscal 2014, respectively.

Regulatory Approvals Required for the Merger

General

Under the merger agreement, unless waived by the parties (subject to applicable law), the merger may not be completed until (1) the parties have filed a Notification and Report Form for Certain Mergers and Acquisitions with the FTC and the Antitrust Division of the DOJ under the HSR Act and the applicable waiting

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period has expired or been terminated; and (2) the approval or clearance of the merger has been granted by relevant antitrust authorities in Australia, Brazil, Canada, China, the European Union, India, Israel, Japan, Mexico, Russia, South Africa, South Korea, Switzerland, Taiwan and Turkey. The parties have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to complete the merger and the other transactions contemplated by the merger agreement as promptly as practicable, including using reasonable best efforts to (1) resolve any objections under any antitrust law and (2) defend any lawsuits or other legal proceedings challenging the completion of the merger. As of June 2, 2016 the waiting period under the HSR Act had expired, and approval or clearance of the merger had been granted in the European Union, Australia, Brazil, Canada, India, Israel, Japan, Mexico, Russia, South Africa, South Korea, Switzerland, Taiwan and Turkey.

If the merger is not completed by December 16, 2016 or if a governmental authority in the U.S. or a jurisdiction in which Denali, EMC or any of their respective subsidiaries has material operations has adopted any law or regulation prohibiting or rendering the completion of the merger permanently illegal or has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the merger, and such order, decree or ruling has become final and nonappealable, either party has the right to terminate the merger agreement as described under “The Merger Agreement—Termination.”

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the merger cannot be completed until both parties have filed a Notification and Report Form for Certain Mergers and Acquisitions with the FTC and the Antitrust Division of the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. At any time before or after the completion of the merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the Antitrust Division of the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The parties filed their required Notification and Report Forms for Certain Mergers and Acquisitions with the FTC and DOJ on January 22, 2016. The waiting period under the HSR Act therefore expired at 11:59 p.m. on February 22, 2016.

Foreign Competition Laws

The merger is also conditioned on the filing of a notification with the European Commission under Council Regulation (EC) No 139/2004 and clearance under the antitrust and competition laws of the European Union unless waived by the parties (subject to applicable law). The parties formally filed such a notification with the European Commission on January 25, 2016. The European Commission cleared the merger on February 29, 2016.

The completion of the merger is also subject to applicable clearances and/or expiration of waiting periods under the antitrust and competition laws of Australia, Brazil, Canada, China, India, Israel, Japan, Mexico, Russia, South Africa, South Korea, Switzerland, Taiwan and Turkey unless waived by the parties (subject to applicable law). The parties filed the required notification with the antitrust authorities in India on November 9, 2015 and then, at the request of the Competition Commission of India, filed a revised notification on January 21, 2016. As

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of June 2, 2016, the parties have also filed notifications with the antitrust authorities in Australia on January 8, 2016, in Brazil on February 15, 2016, in Canada on January 27, 2016 (for Denali) and January 29, 2016 (for EMC), in China on February 22, 2016 (formal acceptance date), in Israel on February 14, 2016, in Japan on February 12, 2016, in Mexico on January 8, 2016, in Russia on February 11, 2016, in South Africa on December 23, 2015, in South Korea on January 4, 2016, in Switzerland on February 9, 2016, in Taiwan on January 15, 2016 and in Turkey on January 29, 2016.