TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 22nd, 2010 • Hewlett Packard Co • Computer & office equipment • 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”).
Offer to Purchase for Cash All Outstanding Shares of Common Stock of ArcSight, Inc. at $43.50 Net Per Share by Priam Acquisition Corporation a wholly-owned subsidiary of Hewlett-Packard CompanyOffer to Purchase • September 22nd, 2010 • Hewlett Packard Co • Computer & office equipment
Priam Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned, direct or indirect, subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), and HP, as co-bidder, hereby offer to purchase all outstanding shares of common stock, par value $0.00001 per share (the "Shares"), of ArcSight, Inc., a Delaware corporation ("ArcSight"), at a price of $43.50 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").
ContractExclusivity Agreement • September 22nd, 2010 • Hewlett Packard Co • Computer & office equipment • Delaware
EXHIBIT A EXCLUSIVITY AGREEMENT This Exclusivity Agreement (the “Agreement”) is made and entered into as of August 27, 2010, by and between Hewlett-Packard Company (“HP”) and ArcSight, Inc. (the “Company”). RECITALS A. The parties hereto have had preliminary discussions regarding a possible strategic transaction (the “Transaction”) involving HP and the Company. B. The Company desires to induce HP to further analyze such a Transaction and to negotiate in earnest with the intent to complete such a Transaction. NOW THEREFORE, the parties agree as follows: 1. Negotiations with Others. Prior to the Termination Time (as defined below), the Company shall not (and shall use reasonable efforts to cause its officers, managers, employees, members, agents, representatives and affiliates not to), directly or indirectly, take any of the following actions with any party other than HP and its designees: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to,
