0000950123-10-085689 Sample Contracts

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • September 13th, 2010 • ArcSight Inc • Services-prepackaged software • Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated September 13, 2010, is by and among Hewlett-Packard Company, a Delaware corporation (“Parent”), Priam Acquisition Corporation, a Delaware corporation (“Merger Sub”), and certain stockholders of ArcSight, Inc., a Delaware corporation (the “Company”), set forth on Schedule I hereto (each a “Stockholder” and, collectively the “Stockholders”).

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