VMware, Inc.Exclusivity Agreement • September 6th, 2019 • Vmware, Inc. • Services-prepackaged software • Delaware
NONDISCLOSURE AGREEMENTNondisclosure Agreement • September 6th, 2019 • Vmware, Inc. • Services-prepackaged software • Delaware
This Nondisclosure Agreement, is between VMware, Inc. (“VMware”) and Carbon Black, Inc. (the “Company”) for the purpose of exploring or carrying out a potential strategic business transaction (the “Transaction”). The parties agree as follows:
Offer to Purchase for Cash All Outstanding Shares of Common Stock ofOffer to Purchase • September 6th, 2019 • Vmware, Inc. • Services-prepackaged software
We are making the Offer pursuant to the Agreement and Plan of Merger, dated as of August 22, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Carbon Black. The Merger Agreement provides, among other things, that, as soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will be merged with and into Carbon Black (the “Merger”), without a vote of the stockholders of Carbon Black to adopt the Merger Agreement, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (as amended, the “DGCL”), with Carbon Black continuing as the surviving corporation (the “Surviving Corporation”) in the Merger and thereby becoming a wholly owned subsidiary of Parent.
