AGREEMENT AND PLAN OF MERGER by and among HEWLETT-PACKARD COMPANY RIO ACQUISITION CORPORATION and 3PAR INC. Dated as of August , 2010Merger Agreement • August 27th, 2010 • Hewlett Packard Co • Computer & office equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August , 2010 by and among Hewlett-Packard Company, a Delaware corporation (“Parent”), Rio Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and 3PAR Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
Confidentiality AgreementConfidentiality Agreement • August 27th, 2010 • Hewlett Packard Co • Computer & office equipment • Delaware
In connection with a possible negotiated transaction (a “Transaction”) between 3PAR Inc., a Delaware corporation (“Company”), and Hewlett-Packard Company, a Delaware corporation (“Buyer”), and in order to allow the Company and Buyer to evaluate the Transaction, each of the Company and Buyer have and will convey or deliver to the other party hereto certain information about the Transaction and may deliver to the other party certain information about its business, operations, financial condition and forecasts, assets, liabilities, personnel and other confidential matters (such party when disclosing such information being referred to herein as the “Disclosing Party” and when receiving such information being referred to herein as the “Receiving Party”).
Offer to Purchase for Cash All Outstanding Shares of Common Stock of 3PAR INC. at $27.00 Net Per Share by Rio Acquisition Corporation a wholly-owned subsidiary of Hewlett-Packard CompanyOffer to Purchase • August 27th, 2010 • Hewlett Packard Co • Computer & office equipment
Rio Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), hereby offers to purchase all outstanding shares of common stock, par value $0.001 (the "Shares"), of 3PAR Inc., a Delaware corporation ("3PAR"), at a price of $27.00 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").
TENDER AND VOTING AGREEMENT Dated as of August , 2010 among HEWLETT-PACKARD COMPANY RIO ACQUISITION CORPORATION and THE PERSONS LISTED ON SCHEDULE I HERETOTender and Voting Agreement • August 27th, 2010 • Hewlett Packard Co • Computer & office equipment • Delaware
This TENDER AND VOTING AGREEMENT, dated as of August , 2010 (this “Agreement”), is among Hewlett-Packard Company, a Delaware corporation (“Parent”), Rio Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).
