Law Offices of Howard G. Smith

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1 LIONEL Z. GLANCY (#10) ROBERT V. PRONGAY (#0) LESLEY F. PORTNOY (#01) CHARLES H. LINEHAN (#0) GLANCY PRONGAY & MURRAY LLP Century Park East, Suite 0 Los Angeles, California 00 Telephone: () Facsimile: () Attorneys for Plaintiff SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SANTA CLARA, Individually and on Behalf of All Others Similarly Situated, v. Plaintiff, TINTRI, INC., KEN KLEIN, IAN HALIFAX, JOHN BOLGER, CHARLES GIANCARLO, ADAM GROSSER, KIERAN HARTY, HARVEY JONES, CHRISTOPHER SCHAEPE, PETER SONSINI, MORGAN STANLEY & CO. LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, PACIFIC CREST SECURITIES, INC., NEEDHAM & COMPANY, LLC, PIPER JAFFRAY & CO., RAYMOND JAMES & ASSOCIATES, INC., AND WILLIAM BLAIR & COMPANY, L.L.C., Defendants. Case No.: DRAFT CLASS ACTION DEMAND FOR JURY TRIAL

2 Plaintiff ( Plaintiff ), by and through his attorneys, alleges the following upon information and belief, except as to those allegations concerning Plaintiff, which are alleged upon personal knowledge. Plaintiff s information and belief is based upon, among other things, his counsel s investigation, which includes without limitation: (a) review and analysis of regulatory filings made by Tintri, Inc. ( Tintri or the Company ) with the United States Securities and Exchange Commission ( SEC ); (b) review and analysis of press releases and media reports issued by and disseminated by Tintri; and (c) review of other publicly available information concerning Tintri. NATURE OF THE ACTION AND OVERVIEW 1. This is a class action on behalf of all persons and entities that purchased or otherwise acquired shares of Tintri common stock pursuant and/or traceable to the Company s false and/or misleading registration statement and prospectus (collectively, the IPO Registration Statement ) issued in connection with the Company s June 0, 01, initial public offering (the IPO or the Offering ), seeking to pursue remedies under the Securities Act of (the Securities Act ).. Tintri is purportedly a cloud service provider. The Company claims that its enterprise cloud platform delivers many of the benefits of public cloud infrastructure, but also gives organizations the control and functionality they need to run both enterprise and cloud-native applications in their own private cloud. The Company further claims that it enables users to guarantee the performance of their organization s applications, automate common IT tasks to reduce operating expenses, troubleshoot across compute, storage and network, predict their organization s needs to scale, and provide needed elasticity on demand.. In the IPO, the Company sold,,000 shares of common stock, including 1,000,000 shares pursuant to the underwriters over-allotment option, at a public offering price of $.00 per share. The proceeds from the IPO were purportedly to be used for general corporate purposes, including working capital, sales and marketing activities, engineering initiatives, general and administrative expenses, and capital expenditures.. The IPO prospectus, the Company touted its strong revenue growth and gross margin expansion. 1

3 However, on September, 01, the Company announced disappointing second quarter fiscal 01 financial results, including revenue of $. million, and a gross margin of.%, which fell below the Company s second quarter 01 result of.%. In the Company s announcement, Defendant Ken Klein, Tintri s Chairman and Executive Officer ( CEO ) acknowledged the poor performance, stating that the company s revenue came in at the low end of our expectations.. On this news, Tintri s stock price fell $. per share, or 1.%, to close at $. per share on September, 01, on unusually heavy trading volume. The closing price on September, 01 represented a % decline from the IPO price of $.00 per share.. The IPO Registration Statement was materially false and misleading and/or omitted to state: (1) that the Company s second quarter 01 revenue and gross margin figures would be lower than the Company led investors to believe; and () that, as a result of the foregoing, Defendants statements in the IPO Registration Statement regarding Tintri s business, operations, and prospects, were materially false and/or misleading, and/or lacked a reasonable basis. JURISDICTION AND VENUE. The claims asserted herein arise under and pursuant to Sections and 1 of the Securities Act (1 U.S.C. k and o). This Court has jurisdiction over the subject matter of this action pursuant to Section of the Securities Act, 1 U.S.C. v, which explicitly states that [e]xcept as provided in section 1(c), no case arising under this title and brought in any State court of competent jurisdiction shall be removed to any court in the United States. Section 1(c) of the Securities Act refers to covered class actions, which are defined as lawsuits brought as class actions or brought on behalf of more than fifty persons asserting claims under state or common law. This is an action asserting federal law claims. Thus, it does not fall within the definition of a covered class action under 1(c) and therefore is not removable to federal court under the Securities Litigation Uniform Standards Act of 1.. Each Defendant has sufficient contacts with California, or otherwise purposefully avails itself of benefits from California or has property in California so as to render the exercise of jurisdiction over each by the California courts consistent with traditional notions of fair play and substantial justice.

4 The amount in controversy exceeds the jurisdictional minimum of this Court, and the total amount of damages sought exceeds $,000.. This Court has jurisdiction over the subject matter of this action pursuant to Section of the Securities Act (1 U.S.C. v).. Venue is proper in this Court pursuant to Section of the Securities Act, 1 U.S.C. v. Many of the violations of law complained of herein occurred in this State and in large part in this County, including the dissemination of the materially false and misleading statements complained of herein into this State and into this County. In addition, Tintri s principal executive offices are located in Mountain View, California, which is within this judicial district. PARTIES. Plaintiff purchased Tintri securities pursuant and/or traceable to the IPO Registration Statement issued in connection with the Company s IPO and has been damaged thereby. 1. Defendant Tintri, Inc. is incorporated in Delaware and its principal executive offices are located at 0 Ravendale Drive, Mountain View, California 0. The Company s common stock trades on the NASDAQ Stock Market (the NASDAQ ) under the symbol TNTR. 1. Defendant Ken Klein ( Klein ) was the Chairman and Chief Executive Officer of Tintri, and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC. 1. Defendant Ian Halifax ( Halifax ) was the Chief Financial Officer of Tintri, and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC. 1. Defendant John Bolger ( Bolger ) was a Director of Tintri and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC. 1. Defendant Charles Giancarlo ( Giancarlo ) was a Director of Tintri and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC. 1. Defendant Adam Grosser ( Grosser ) was a Director of Tintri and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC.

5 Defendant Kieran Harty ( Harty ) was a Director of Tintri and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC. 1. Defendant Harvey Jones ( Jones ) was a Director of Tintri and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC.. Defendant Christopher Schaepe ( Schaepe ) was a Director of Tintri and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC.. Defendant Peter Sonsini ( Sonsini ) was a Director of Tintri and signed or authorized the signing of the Company s IPO Registration Statement filed with the SEC.. Defendants Klein, Halifax, Bolger, Giancarlo, Grosser, Harty, Jones, Schaepe, and Sonsini are collectively referred to hereinafter as the Individual Defendants.. Defendant Morgan Stanley & Co. LLC ( Morgan Stanley ) served as an underwriter for the Company s IPO. In the Offering, Morgan Stanley agreed to purchase,,000 shares, exclusive of the option to purchase additional shares.. Defendant Merrill Lynch, Pierce, Fenner & Smith Incorporated ( Merrill Lynch ) served as an underwriter for the Company s IPO. In the Offering, Merrill Lynch agreed to purchase 1,1,00 shares, exclusive of the option to purchase additional shares.. Defendant Pacific Crest Securities, Inc. ( Pacific Crest ) served as an underwriter for the Company s IPO. In the Offering, Pacific Crest agreed to purchase,00 shares, exclusive of the option to purchase additional shares.. Defendant Needham & Company, LLC ( Needham ) served as an underwriter for the Company s IPO. In the Offering, Needham agreed to purchase,00 shares, exclusive of the option to purchase additional shares.. Defendant Piper Jaffray & Co. ( Piper Jaffray ) served as an underwriter for the Company s IPO. In the Offering, Piper Jaffray agreed to purchase,00, exclusive of the option to purchase additional shares. 0. Defendant Raymond James & Associates, Inc. ( Raymond James ) served as an underwriter for the Company s IPO. In the Offering, Raymond James agreed to purchase,00, exclusive of the option to purchase additional shares.

6 Defendant William Blair & Company, L.L.C. ( William Blair ) served as an underwriter for the Company s IPO. In the Offering, William Blair agreed to purchase,00, exclusive of the option to purchase additional shares.. Defendants Morgan Stanley, Merrill Lynch, Pacific Crest, Needham, Piper Jaffray, Raymond James, and William Blair are collectively referred to hereinafter as the Underwriter Defendants. The Underwriter Defendants received commissions for their participation in the IPO. CLASS ACTION ALLEGATIONS. Plaintiff brings this action as a class action pursuant to California Code of Civil Procedure Section on behalf of a Class, consisting of all persons and entities that purchased or otherwise acquired shares of Tintri common stock pursuant and/or traceable to the Company s false and/or misleading registration statement and prospectus issued in connection with the Company s IPO, and who were damaged thereby (the Class ). Excluded from the Class are Defendants, the officers and directors of the Company or its related entities, at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which Defendants have or had a controlling interest.. The members of the Class are so numerous that joinder of all members is impracticable. During the relevant period, Tintri s securities were actively traded on the NASDAQ. While the exact number of Class members is unknown to Plaintiff at this time and can only be ascertained through appropriate discovery, Plaintiff believes that there are hundreds or thousands of members in the proposed Class. The Company sold approximately. million shares in the IPO. Moreover, record owners and other members of the Class may be identified from records maintained by Tintri or its transfer agent and may be notified of the pendency of this action by mail, using the form of notice similar to that customarily used in securities class actions.. Plaintiff s claims are typical of the claims of the members of the Class as all members of the Class are similarly affected by Defendants wrongful conduct in violation of federal law that is complained of herein.. Plaintiff will fairly and adequately protect the interests of the members of the Class and have retained counsel competent and experienced in class and securities litigation.

7 . Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class. Among the questions of law and fact common to the Class are: (a) (b) whether the Securities Act was violated by Defendants acts as alleged herein; whether statements made by Defendants to the investing public in connection with the Company s IPO omitted and/or misrepresented material facts about the business, operations, and prospects of Tintri; and (c) measure of damages. to what extent the members of the Class have sustained damages and the proper. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for members of the Class to individually redress the wrongs done to them. There will be no difficulty in the management of this action as a class action. SUBSTANTIVE ALLEGATIONS Background. Tintri is purportedly a cloud service provider. The Company claims that its enterprise cloud platform delivers many of the benefits of public cloud infrastructure, but also gives organizations the control and functionality they need to run both enterprise and cloud-native applications in their own private cloud. The Company further claims that it enables users to guarantee the performance of their organization s applications, automate common IT tasks to reduce operating expenses, troubleshoot across compute, storage and network, predict their organization s needs to scale, and provide needed elasticity on demand. The Company s False and/or Misleading IPO Registration Statement 0. On June, 01, Tintri filed an amendment to the Form S-1 registration statement originally filed on June 1, 01. The amendment forms part of the IPO Registration Statement. Therein, the Company, in relevant part, stated:

8 We believe our business model supports a financial model that is characterized by the following attributes: Strong Revenue Growth. Our revenue has grown from $. million in fiscal 01 to $.0 million in fiscal 01 and to $.1 million in fiscal 01, representing year-over-year growth of % and %, respectively, for our two most recent fiscal years and $. million in the three months ended April 0, 01 to $0. million in the three months ended April 0, 01, representing period-over-period growth of %. We believe our strong revenue growth has resulted primarily from: - Market Adoption of Our Solution. We have invested considerable resources in promoting market awareness of our solution and we believe these efforts have contributed to the adoption of our solution by large organizations and CSPs. - New Stand-Alone Software Additions. We continue to expand our product suite, and our stand-alone software product portfolio in particular has experienced rapid adoption by customers. Our standalone software product attach rate, which is stand-alone software license revenue as a percentage of product revenue, increased from.% in fiscal 01 to 1.% in fiscal 01, and from.1% in the three months ended April 0, 01 to 1.% in the three months ended April 0, Increased Sales Coverage and Effectiveness. Our sales teams have become more productive. Our ramped teams, which we define as sales teams who have been in their role for more than 10 days, have increased from as of January 1, 01 to as of January 1, 01 to as of January 1, 01 to as of April 0, 01. Our average productivity per ramped team, which we define as bookings per ramped team for a particular period, increased from $,000 for the quarter ended January 1, 01 to $,000 for the quarter ended January 1, 01 to $,000 for the quarter ended January 1, 01, representing year-over-year increase in productivity of % and 1% in our two most recent fiscal years. Our average productivity per ramped team increased from $,000 for the quarter ended April 0, 01 to $,000 for the quarter ended April 0, 01, representing periodover-period increase of %. We define bookings as non-cancellable orders received during the fiscal period. % and % of our ramped teams achieved bookings over $,000 in the quarter ended January 1, 01 and April 0, 01, respectively. As our sales coverage and effectiveness has increased, our global customer base has grown rapidly from as of January 1, 01 to as of January 1, 01 and to 1, as of January 1, 01, representing year-over-year growth of % and % for our two most recent fiscal years, and from 1,00 as of April 0, 01 to 1, as of April 0, 01, representing period-overperiod growth of %. - Increased Transaction Value. As our customer base has grown, we have also experienced an increase in high value transactions. The number of orders valued at greater than $1 million increased from three in fiscal 01 to five in fiscal 01 to in fiscal 01. Our average order size has grown from $1,000 for the year ended January 1, 01 to $1,000 for the year ended January 0, 01 to $10,000 for

9 the year ended January 1, 01. Our average order size has grown from $1,000 for the three months ended April 0, 01 to $,000 for the three months ended April 0, 01 to $,000 for the three months ended April 0, 01. * * * Gross Margin Expansion. Our gross margin has expanded to % in fiscal 01. We believe this expansion is due to the following factors: Component Cost Reduction. The cost of hardware components, such as flash memory and solid-state drives, has generally decreased over time. - Greater Scale. As we grow, we achieve greater economies of scale. Our revenue growth has exceeded the growth of our fixed and variable costs of revenue. As we continue to grow, we expect to continue to achieve greater economies of scale. We expect this trend to be particularly applicable to the gross margin for our support and maintenance business where revenue volume is driven by new customers and renewals of existing customers, accompanied by generally slowergrowing fixed costs and minimal variable costs of revenue. - Growing Stand-Alone Software Sales. We sell Tintri Global Center and our portfolio of stand-alone software products separately from Tintri OS. The attach rates for our portfolio of stand-alone software products, such as ReplicateVM, SecureVM and SyncVM, have increased over time. - Introduction of New Offerings. We continue to introduce new VMstore offerings, which has allowed us to introduce new, higher price points for our products. - Repeat Purchases from Existing Customers. After their initial purchase, our customers tend to increase their subsequent purchase orders with more systems and higher-margin stand-alone software products. 1. On June 0, 01, the Company filed its IPO prospectus with the SEC, which forms part of the IPO Registration Statement that was declared effective on June, 01. The IPO prospectus reaffirmed the statements identified in 0.. In the IPO, the Company sold,,000 shares of common stock, including 1,000,000 shares pursuant to the underwriters over-allotment option, at a public offering price of $.00 per share. The proceeds from the IPO were purportedly to be used for general corporate purposes, including working capital, sales and marketing activities, engineering initiatives, general and administrative expenses, and capital expenditures.

10 The IPO Registration Statement was negligently prepared and, as a result, contained untrue statements of material facts or omitted to state other facts necessary to make the statements made not misleading, and were not prepared in accordance with the rules and regulations governing their preparation. Under applicable SEC rules and regulations, the IPO Registration Statement was required to disclose known trends, events or uncertainties that were having, and were reasonably likely to have, an impact on the Company s continuing operations.. The IPO Registration Statement was materially false and misleading and/or omitted to state: (1) that the Company s second quarter 01 revenue and gross margin figures would be lower than the Company led investors to believe; and () that, as a result of the foregoing, Defendants statements in the IPO Registration Statement regarding Tintri s business, operations, and prospects, were materially false and/or misleading, and/or lacked a reasonable basis. Disclosures Subsequent to the IPO. On September, 01, the Company issued a press release entitled Tintri Reports Second Quarter Fiscal 01 Financial Results. Therein, the Company announced disappointing second quarter fiscal 01 financial results, including revenue of $. million, and a gross margin of.%, which fell below the Company s second quarter 01 result of.%. In the Company s announcement, Defendant Ken Klein, Tintri s Chairman and Executive Officer ( CEO ) acknowledged the poor performance, stating that the company s revenue came in at the low end of our expectations. In greater part, the Company stated: Tintri, Inc. (NASDAQ: TNTR), a leading enabler of enterprise cloud, today reported results for its second quarter fiscal 01 ended July 1, 01. While the company s revenue came in at the low end of our expectations, we delivered stronger than projected profitability and cash flow improvements, said Ken Klein, Chairman and CEO at Tintri. We remain confident in our competitive position and in the strength of our value proposition. In the quarter we received the largest order in the company s history and added new enterprise logos. Additionally, we experienced continued momentum in our land-and-expand strategy with more purchases from current customers. We enter the second half of our fiscal year having just announced a new all-flash platform and additional software offerings these further enhance our differentiation and better enable our customers to transition to the enterprise cloud. Q Key Quarterly Business and Financial Highlights Quarterly revenue: $. million, up % year-over-year.

11 Net Loss per Share Attributable to Common Stockholders: ($.0) per share GAAP, improved from ($.) per share in the year-ago quarter; and ($0.1) per share non-gaap, improved from ($1.0) per share in the year-ago quarter. Cash and cash equivalents, and short-term investments: $0. million as of July 1, 01, compared to $.0 million as of January 1, 01. New customers: added new enterprise and CSP customers, increasing total customer count to over 1,00. Launched new enterprise cloud offerings: Tintri EC000 all-flash storage platform, Tintri Cloud Connector for integration to Amazon Web Services and IBM Cloud Object Storage, and advancements to machine learning-powered Tintri Analytics Announced integration with Cisco UCS Director. Second Quarter Fiscal 01 Financial Highlights The following tables summarize our consolidated financial results for the fiscal quarters ended July 1, 01 and 01 ($ and share count in millions except per share amounts, unaudited): * * * Third Quarter Fiscal 01 Financial Outlook As we look ahead, we are providing the following outlook for the quarter ending October 1, 01. We expect: Revenue in the range of $ to $ million; Non-GAAP loss per share in the range of ($0.) to ($0.1), using 1. million weighted-average shares outstanding.

12 On this news, Tintri s stock price fell $. per share, or 1.%, to close at $. per share on September, 01, on unusually heavy trading volume. The closing price on September, 01 represented a % decline from the IPO price of $.00 per share. FIRST CLAIM Violation of Section of The Securities Act (Against All Defendants). Plaintiff repeats and re-alleges each and every allegation contained above, except any allegation of fraud, recklessness or intentional misconduct.. This Count is brought pursuant to Section of the Securities Act, 1 U.S.C. k, on behalf of the Class, against all Defendants.. The IPO Registration Statement was inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading, and omitted to state material facts required to be stated therein. 0. Tintri is the registrant for the IPO. The Defendants named herein were responsible for the contents and dissemination of the IPO Registration Statement. 1. As issuer of the shares, Tintri is strictly liable to Plaintiff and the Class for the misstatements and omissions.. None of the Defendants named herein made a reasonable investigation or possessed reasonable grounds for the belief that the statements contained in the IPO Registration Statement were true and without omissions of any material facts and were not misleading.. By reasons of the conduct herein alleged, each Defendant violated, and/or controlled a person who violated Section of the Securities Act. Statement.. Plaintiff acquired Tintri shares pursuant and/or traceable to the IPO Registration. Plaintiff and the Class have sustained damages. The value of Tintri common stock has declined substantially subsequent to, and due to, Defendants violations.

13 SECOND CLAIM Violation of Section 1 of The Securities Act (Against the Individual Defendants). Plaintiff repeats and re-alleges each and every allegation contained above, except any allegation of fraud, recklessness or intentional misconduct.. This count is asserted against the Individual Defendants and is based upon Section 1 of the Securities Act.. Individual Defendants, by virtue of their offices, directorship and specific acts were, at the time of the wrongs alleged herein and as set forth herein, controlling persons of Tintri within the meaning of Section 1 of the Securities Act. The Individual Defendants had the power and influence and exercised the same to cause Tintri to engage in the acts described herein.. Individual Defendants positions made them privy to and provided them with actual knowledge of the material facts concealed from Plaintiff and the Class. 0. By virtue of the conduct alleged herein, the Individual Defendants are liable for the aforesaid wrongful conduct and are liable to Plaintiff and the Class for damages suffered. WHEREFORE, Plaintiff prays for relief and judgment, as follows: (a) Procedure Section ; (b) Determining that this action is a proper class action under California Code of Civil Awarding compensatory damages in favor of Plaintiff and the other Class members against all Defendants, jointly and severally, for all damages sustained as a result of Defendants wrongdoing, in an amount to be proven at trial, including interest thereon; (c) Awarding Plaintiff and the Class their reasonable costs and expenses incurred in this action, including counsel fees and expert fees; (d) (e) Awarding rescission or a rescissory measure of damages; and Such other and further relief as the Court may deem just and proper. JURY TRIAL DEMANDED Plaintiff hereby demands a trial by jury.

14 Dated: GLANCY PRONGAY & MURRAY LLP By: Draft Lionel Z. Glancy Robert V. Prongay Lesley F. Portnoy Charles H. Linehan Century Park East, Suite 0 Los Angeles, CA 00 Telephone: () Facsimile: () LAW OFFICES OF HOWARD G. SMITH Howard G. Smith 00 Bristol Pike, Suite 1 Bensalem, PA 100 Telephone: (1) - Facsimile: (1) - Attorneys for Plaintiff