3PARDATA, INC.Stock Option Agreement • August 14th, 2007 • 3PAR Inc. • California
Unless otherwise defined herein, the terms defined in the 3PARdata, Inc. 1999 Stock Plan (the “Plan”) shall have the same defined meanings in this Option Agreement.
AGREEMENT AND PLAN OF MERGER by and among HEWLETT-PACKARD COMPANY RIO ACQUISITION CORPORATION and 3PAR INC. Dated as of September 2, 2010Agreement and Plan of Merger • September 3rd, 2010 • 3PAR Inc. • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 2, 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.
3PAR INC. MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • February 13th, 2009 • 3PAR Inc. • Computer storage devices • California
This Management Retention Agreement (the “Agreement”) originally made and entered into by and between (the “Executive”) and 3PAR Inc. (the “Company”), effective as of (the “Prior Agreement”), is hereby amended and restated to comply with Section 409A of the Internal Revenue Code, effective as of December 19, 2008.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 12th, 2008 • 3PAR Inc. • Computer storage devices • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (together with any schedule, annex, or exhibit attached hereto, as the same may be amended, restated, or otherwise modified, this “Agreement”) is entered into on May 30, 2008 (the “Effective Date”) between and 3PAR INC., a Delaware corporation (“Borrower”), amends, restates, replaces and supersedes in its entirety that certain Loan and Security Agreement dated as of June 30, 2005, as amended, between Bank and Borrower. Definitions of capitalized terms used in this Agreement are set forth in Section 13 below. The parties agree as follows:
PRODUCTION PURCHASE AGREEMENTProduction Purchase Agreement • November 15th, 2007 • 3PAR Inc. • Computer storage devices • California
This Production Purchase Agreement (“the Agreement”) is made and entered into by and between 3PARdata, Inc., a California corporation with principal offices at 4209 Technology Drive, Fremont, CA 94538 (“3PARdata”), and Xyratex Technology Limited a company organized under the laws of the United Kingdom with principal offices at Langstone Road, Havant, Hampshire, P09 1SA, UK (“Seller”). The parties hereby agree as follows:
MANUFACTURING AND PURCHASE AGREEMENTManufacturing and Purchase Agreement • November 15th, 2007 • 3PAR Inc. • Computer storage devices
This Manufacturing and Purchase Agreement (the “Agreement”) is made as of this 5th day of Sept. 2003 (the “Effective Date”), by and between Flash Electronics, Inc., a California corporation (hereafter the “Seller”) located at 4050 Starboard drive, Fremont, CA 94538, and 3PARdata, Inc (hereafter the “Buyer”) located at 4209 Technology Drive, Fremont, CA 94538.
3PARDATA, INC.Stock Option Agreement • August 14th, 2007 • 3PAR Inc. • California
Unless otherwise defined herein, the terms defined in the 3PARdata, Inc. 2000 Management Stock Option Plan (the “Plan”) shall have the same defined meanings in this Option Agreement.
WARRANT TO PURCHASE STOCKPurchase Stock • September 26th, 2007 • 3PAR Inc. • Computer storage devices • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SILICON VALLEY BANK (“Bank”), together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase that number of fully paid and nonassessable shares of Common Stock set forth above or that number of shares otherwise purchasable upon exercise of this Warrant pursuant to the provisions herein (the “Shares”) at the Warrant Price, as adjusted pursuant to Article 2 of this Warrant and subject to the provisions and upon the terms and conditions set forth in this Warrant. Capitalized terms used but not otherwise defined herein shall have the meanings given them in that certain Loan and Security Agreement dated as of June 30, 2005, by and among the Company, Gold Hill Venture Lending 03, LP and Bank (the “Loan Agreement”).
BRANDIN COURT PARTNERS, LLC AMENDED AND RESTATED STANDARD NNN LEASE3PAR Inc. • November 12th, 2008 • Computer storage devices
This Amended and Restated Standard NNN Lease (the “Lease”) is entered into by and between Brandin Court Partners, LLC, a California Limited Liability Company (“Landlord”), and 3PAR Inc., a Delaware Corporation (“Tenant”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 14th, 2010 • 3PAR Inc. • Computer storage devices
THIS SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of this 27th day of May, 2010, by and among Silicon Valley Bank (“Bank”) and 3PAR Inc., a Delaware corporation (“Borrower”).
AMENDMENTS TO LEASES BETWEEN 3PAR INC., a Delaware Corporation AND INLAND AMERICAN/STEPHENS (FREMONT TECH) VENTURES, LLC (Successor in Interest to The Realty Associates Fund V, L.P., a Delaware Limited Partnership)3PAR Inc. • February 9th, 2010 • Computer storage devices
This Amendment to Leases (“Amendment”) is dated this 13th day of November, 2009, by and between 3PAR INC., a Delaware corporation (“Lessee”) and INLAND AMERICAN/STEPHENS (FREMONT TECH) VENTURES, LLC (“Lessor”), a California limited liability company.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 12th, 2009 • 3PAR Inc. • Computer storage devices
THIS FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 29th day of May, 2009, by and among Silicon Valley Bank (“Bank”) and 3PAR Inc., a Delaware corporation (“Borrower”).
3PAR INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2007 • 3PAR Inc. • Computer storage devices • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between 3PAR Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 26th, 2010 • 3PAR Inc. • Computer storage devices
This AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 15, 2010 (the “Merger Agreement”), by and among Dell Inc., a Delaware corporation (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and 3PAR Inc., a Delaware corporation (the “Company”), is made and entered into as of August 26, 2010 by and among Parent, Acquisition Sub and the Company.
AGREEMENT OF LEASE Between ONE WHITEHALL L.P., Owner and 3PAR INC., Tenant Premises3PAR Inc. • June 12th, 2008 • Computer storage devices • New York
LEASE dated as of the day of December, 2007, between ONE WHITEHALL L.P., a Delaware limited partnership having its principal office at 345 Park Avenue, Borough of Manhattan, City, County, and State of New York, 10154, as landlord (referred to as “Owner”), and 3PAR INC., a Delaware corporation, having its principal office at 4209 Technology Drive, Fremont, California 94538, as tenant (referred to as “Tenant”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 26th, 2007 • 3PAR Inc. • Computer storage devices • California
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) dated June 30, 2005 by and among the GOLD HILL LENDERS referenced on Exhibit A attached hereto (as modified from time to time in accordance with Section 12. 1 of this Agreement, the “Gold Hill Lenders”); SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”) (SVB and the Gold Hill Lenders each individually a “Lender”, and collectively the “Lenders”), SVB in its capacity as agent (the “Agent”), and 3PARDATA, INC., a California corporation, whose address is 4209 Technology Drive, Fremont, California 94538 (“Borrower”) provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
FOURTH AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • August 14th, 2007 • 3PAR Inc. • California
This Fourth Amended and Restated Shareholder Rights Agreement (this “Agreement”) is entered into as of March 30, 2006, by and among 3PARdata, Inc., a California corporation (the “Company”), certain other undersigned shareholders (the “Founders”), the purchasers listed on Exhibit A hereto (individually, a “Preferred Purchaser” and collectively, the “Preferred Purchasers”, and together with the Founders, the “Purchasers”).
3PAR, INC. EMPLOYMENT AGREEMENTAgreement • August 14th, 2007 • 3PAR Inc. • California
AMENDMENT TO MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • February 13th, 2009 • 3PAR Inc. • Computer storage devices
This amendment (the “Amendment”) is made by and between (the “Executive”) and 3PAR Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).
3PAR INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2007 • 3PAR Inc. • Computer storage devices • New York
3PAR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2009 • 3PAR Inc. • Computer storage devices • California
This Agreement, originally made by and between 3PAR, Inc. (the “Company”), and David C-A Scott (“Executive”) July 30, 2007 (the “Prior Agreement”), is hereby amended and restated to comply with Internal Revenue Code (the “Code”) Section 409A and the final regulations and any guidance promulgated thereunder (“Section 409A”), effective as of the last date signed below.
TENDER AND VOTING AGREEMENT Dated as of August 15, 2010 among DELL INC. DELL TRINITY HOLDINGS CORP. andTender and Voting Agreement • August 16th, 2010 • 3PAR Inc. • Computer storage devices • Delaware
This TENDER AND VOTING AGREEMENT, dated as of August 15, 2010 (this “Agreement”), is among Dell Inc., a Delaware corporation (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 27th, 2010 • 3PAR Inc. • Computer storage devices
This AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell Inc., a Delaware corporation (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and 3PAR Inc., a Delaware corporation (the “Company”), as previously amended by an amendment dated as of August 26, 2010 (as so amended, the “Merger Agreement”), is made and entered into as of August 26, 2010 by and among Parent, Acquisition Sub and the Company.
TENDER AND VOTING AGREEMENT Dated as of September 2, 2010 among HEWLETT-PACKARD COMPANY RIO ACQUISITION CORPORATION and THE PERSONS LISTED ON SCHEDULE I HERETOTender and Voting Agreement • September 3rd, 2010 • 3PAR Inc. • Computer storage devices • Delaware
This TENDER AND VOTING AGREEMENT, dated as of September 2, 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”).
