BladeLogic, Inc. 10 Maguire Road, Building 3 Lexington, MA 02421 Re: Exclusivity Agreement Ladies and Gentlemen:BladeLogic, Inc. • March 21st, 2008 • Services-prepackaged software
This letter (the "Letter") sets forth the agreement between BMC Software, Inc. ("Acquiror") and BladeLogic, Inc. (the "Company"), which agreement relates to a possible business combination transaction between the Company and Acquiror (the "Proposed Transaction"). The Proposed Transaction is subject in all respects to, among other things, the preparation, execution and delivery of a definitive acquisition agreement and related documents (collectively, the "Acquisition Documents") in form and substance mutually agreeable to the parties. The parties hereto agree as follows:
QuickLinks -- Click here to rapidly navigate through this documentBladeLogic, Inc. • March 21st, 2008 • Services-prepackaged software
In connection with the consideration of a possible negotiated transaction among BMC Software, Inc. ("BMC") and BladeLogic, Inc. (the "Company"), each party has requested information concerning the other party that is confidential and proprietary. As a condition to being furnished such information, each party agrees to treat any information, whether written or oral, concerning the disclosing party or any of its subsidiaries, affiliates or divisions (whether prepared by the disclosing party, its advisors or otherwise) that is furnished to the recipient party by or on behalf of the disclosing party (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions herein set forth. The term "Evaluation Material" includes, without limitation, all notes, analyses, compilations, Excel spread sheets, data, reports, studies, interpretations or other documents furnished to you or your
