Item 1.01 Entry into a Material Definitive Agreement

On December 19, 2012, Red Hat, Inc., a Delaware corporation ("Red Hat"), ManageIQ, Inc., a Delaware corporation ("ManageIQ"), Salta Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Red Hat ("Salta"), and Shareholder Representative Services LLC, the representative of the holders of ManageIQ equity interests, entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, upon the satisfaction or waiver of the conditions in the Merger Agreement, Red Hat will acquire ManageIQ through a merger of Salta with and into ManageIQ (the "Merger").

The consideration to be paid by Red Hat at the closing pursuant to the Merger Agreement is $105.0 million in cash, subject to adjustment based on the working capital of ManageIQ as of the closing date. A portion of the cash to be paid by Red Hat at the closing ($16.5 million) shall be held in escrow for a period of two years as security and recourse for indemnification obligations of the holders of ManageIQ equity interests. As a part of the transaction, Red Hat has agreed to issue Red Hat restricted stock units with an aggregate value of up to $7.0 million to certain key employees of ManageIQ as a retention incentive. The closing of the transaction is conditioned upon customary closing conditions, including approval by the stockholders of ManageIQ.

---