Dell Inc.

One Dell Way

MS RR1-87

Round Rock, TX 78682

www. dell. com

[DELL LOGO]

August 1, 2010

3PAR Inc.

4209 Technology Drive

Fremont, CA 94538

Attention: Mr. David Scott, President& Chief Executive Officer

Subject: Exclusivity Agreement

Dear Ladies and Gentlemen:

Dell Inc., a Delaware corporation ("Dell"), has commenced discussions with 3PAR Inc., a Delaware corporation ("Company"), regarding the possible acquisition of Company by Dell (the "Proposed Transaction"). Company recognizes that Dell's continued evaluation, pursuit and negotiation of the Proposed Transaction would require the expenditure of significant additional time, effort and resources, both internal and external, by Dell. In consideration for, among other things, the willingness of Dell to, within a short period of time, devote such time, effort and resources in connection with the pursuit of the Proposed Transaction, the parties, intending to be legally bound, hereby agree as follows (this "Agreement"):

1. (a) During the period commencing on the date of this Agreement and ending on the earliest to occur of (1) 11:59 p.m., Central time on August 15, 2010, (2) the time Company receives written notice from Dell that it is terminating negotiations of the Proposed Transaction, (3) the time Company receives notice (orally or in writing) that Dell is no longer willing to continue negotiations regarding a Proposed Transaction in which the price paid per share of Company common stock would be at least $18 in cash, or (4) the date of execution of a definitive written agreement with respect to the Proposed Transaction or any other transaction between Dell and Company (the "Exclusivity Period"). Dell shall have the exclusive right to negotiate with Company regarding the Proposed Transaction, and Company shall not, and shall cause its subsidiaries and its and their respective officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, the "Representatives") not to, directly or indirectly:

(i) Initiate, solicit, encourage or knowingly facilitate or induce the submission of any inquiries, proposals or offers that constitute, or may reasonably be expected to lead to, any Alternative Transaction Proposal (as defined below);

(ii) engage or participate in any discussions or negotiations regarding, or provide or cause to be provided any non-public information or data relating to Company or any of its subsidiaries in furtherance of, or have any discussions with any person relating to, an actual or proposed Alternative Transaction Proposal; or

(iii) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar statement of intention or agreement relating to any Alternative Transaction Proposal.

(b) Immediately after the execution and delivery of this Agreement, Company and its subsidiaries will, and will instruct their respective Representatives to, immediately cease and terminate any existing solicitation, encouragement, discussion or negotiation with any third parties conducted heretofore by Company, its subsidiaries or any of their respective Representatives with respect to any possible Alternative Transaction Proposal. Company agrees that it shall take all necessary steps to promptly inform its Representatives involved in the transactions contemplated by this Agreement of the obligations undertaken in this Agreement.

2. As used in this Agreement "Alternative Transaction Proposal" means any proposal or offer (whether or not in writing) from any person or "group" of persons (within the meaning of Section 13 (d) of the Securities Exchange Act of 1934), other than Dell, regarding any of the following: (a) the acquisition by a third party of beneficial ownership (as defined in Rule 13 d-3 as promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934) of (or an interest that currently or with the passage of time or other event is convertible into or exchangeable or exercisable for) more than thirty percent (30%) of the total outstanding voting securities of Company, whether from Company or pursuant to a tender offer or exchange offer or otherwise, in any one transaction or series of related transactions, (b) a merger, consolidation, business combination, reorganization, share exchange, recapitalization or similar transaction or series of related transactions involving Company pursuant to which the holders of Company common stock, as a group, immediately prior to the consummation of such transaction would hold less than 70% of the shares of Company common stock outstanding immediately after the consummation of such transaction, (c) a liquidation or dissolution of Company or any of its subsidiaries, or (d) any sale, lease, exchange, transfer, license or other disposition of assets (including, without limitation, the sale, lease, exchange or other disposition of the equity interests of one or more of Company's subsidiaries) that would result in the acquisition by a third party of more than thirty percent (30%) of the total consolidated assets of Company and its subsidiaries, taken as a whole (measured by the fair market value thereof), or to which more than thirty percent (30%) of the consolidated revenues and earnings of Company and its subsidiaries, taken as a whole, are attributable, in any one transaction or in a series of transactions.

Unless and until a mutually acceptable definitive written agreement between Dell and Company with respect to the Proposed Transaction has been executed and delivered, neither will be under any legal obligation to continue discussions or negotiations about, to enter into definitive written agreements for, or to consummate the Proposed Transaction or any other transaction by virtue of this Agreement or any other written or oral expression with respect thereto. Neither party shall have any obligation to authorize the Proposed Transaction or any other transaction with the other party. If either party decides that it does not wish to proceed with discussions relating to the Proposed......

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