GIGAMON INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2013 • Gigamon LLC • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [ ], 2013, and is between Gigamon Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Gigamon Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • October 21st, 2013 • Gigamon Inc. • Services-computer processing & data preparation • New York
Gigamon Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of Common Stock, par value $0.0001 per share, (“Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock and, at the election of the Underwriters, up to [ ] additional shares. The aggregate of [ ] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called th
GIGAMON INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 1st, 2014 • Gigamon Inc. • Services-computer processing & data preparation • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Mike Burns (“Executive”) and Gigamon Inc., a Delaware corporation (the “Company”), effective as of July 29, 2014 (the “Effective Date”).
MERGER AGREEMENT by and among GINSBERG HOLDCO, INC. GINSBERG MERGER SUB, INC. and GIGAMON INC. Dated October 26, 2017Agreement and Plan of Merger • October 26th, 2017 • Gigamon Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 26, 2017 by and among Ginsberg Holdco, Inc., a Delaware corporation (“Newco”), Ginsberg Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Sub”), and Gigamon Inc., a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Agreement shall have the respective meanings assigned thereto in Annex A.
MANUFACTURING SERVICES AGREEMENT between JABIL CIRCUIT, INC. and Gigamon LLCManufacturing Services Agreement • June 7th, 2013 • Gigamon Inc. • Services-computer processing & data preparation • New York
This Manufacturing Services Agreement (“Agreement”) is entered into by and between Jabil Circuit, Inc., a Delaware corporation (“Jabil”), having offices at 10560 Dr. M.L. King Jr. Street North St. Petersburg, Florida 33716, on behalf of Jabil and its Subsidiaries, and Gigamon, LLC, a Delaware limited liability company (“Company”), having its principal place of business at 598 Gibraltar Drive, Milpitas, California 95035. Jabil and Company are referred to herein as “Party” or “Parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 14th, 2012 • Gigamon LLC • Services-computer processing & data preparation • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 29, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and GIGAMON LLC, a Delaware limited liability company (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Basic Lease InformationLease • February 24th, 2017 • Gigamon Inc. • Services-computer processing & data preparation
The foregoing Basic Lease Information is incorporated in and made a part of this Lease. If there is any conflict between the Basic Lease Information and any other part of this Lease, the former shall control.
RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GIGAMON LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • July 13th, 2012 • Gigamon LLC • Delaware
This Restated Limited Liability Company Agreement (collectively with all schedules and exhibits hereto, as amended and/or restated from time to time, this “Agreement”), dated as of January 20, 2010, is made and entered into by and among the Persons whose names and addresses are listed on the Schedule of Members attached hereto as Schedule A and the Founders. Unless otherwise indicated, capitalized words and phrases in this Agreement shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit A.
GIGAMON INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 3rd, 2017 • Gigamon Inc. • Services-computer processing & data preparation • California
This Change in Control Severance Agreement (the "Agreement") is made and entered into by and between Burney Barker ("Executive") and Gigamon Inc., a Delaware corporation (the "Company"), effective as of August 28, 2017 (the "Effective Date").
GIGAMON LLCOperating Agreement • July 13th, 2012 • Gigamon LLC • California
Unless otherwise defined herein, the terms defined in the Gigamon LLC 2012 Unit Option Plan (the “Plan”) and the Operating Agreement of Gigamon LLC (the “Operating Agreement”) shall have the same defined meanings in this Option Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 29th, 2013 • Gigamon LLC • Services-computer processing & data preparation • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 29, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and GIGAMON LLC, a Delaware limited liability company (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
GIGAMON INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • May 29th, 2013 • Gigamon LLC • Services-computer processing & data preparation • California
Unless otherwise defined herein, the terms defined in the Gigamon Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Stock Option (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A (together, the “Agreement”).
GIGAMON INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 6th, 2015 • Gigamon Inc. • Services-computer processing & data preparation • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Helmut Wilke (“Executive”) and Gigamon Inc., a Delaware corporation (the “Company”), effective as of March 30, 2015 (the “Effective Date”).
CONVERSION AGREEMENTConversion Agreement • June 4th, 2013 • Gigamon Inc. • Services-computer processing & data preparation • Delaware
THIS CONVERSION AGREEMENT (this “Agreement”) is dated as of May 31, 2013, by and among Gigamon LLC, a Delaware limited liability company (the “Company”), Gigamon Systems LLC, a California limited liability company (“Systems”), Highland Capital Partners VII Limited Partnership, a Delaware limited partnership (“HCP”), Highland Subfund VII-B GGM Limited Partnership, a Delaware limited partnership (“HSVII-B”), Highland Subfund VII-C GGM Limited Partnership, a Delaware limited partnership (“HSVII-C”), and Highland Entrepreneurs’ Fund VII Limited Partnership, a Delaware limited partnership (“HEF” and together with HCP, HSVII-B and HSVII-C, “Highland”). The Company, Systems and Highland are collectively referred to herein as the “Parties” and each individually is referred to herein as a “Party.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 4th, 2013 • Gigamon Inc. • Services-computer processing & data preparation
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 31, 2013, by and among Gigamon Inc., a Delaware corporation (the “Company”), Highland Subfund VII-B GGM, Inc., a Delaware corporation (“HSF-B”), Highland Subfund VII-C GGM, Inc., a Delaware corporation (“HSF-C”), Highland Capital Partners VII-B, Limited Partnership, a Delaware limited partnership (“HCP-B”) and Highland Capital Partners VII-C, Limited Partnership, a Delaware limited partnership (“HCP-C”). The Company, HSF-B, HSF-C, HCP-B and HCP-C are collectively referred to herein as the “Parties” and each individually is referred to herein as a “Party.” All references to the Company include its predecessor, Gigamon LLC, a Delaware limited liability company.
GIGAMON LLC OPTION REMEDIATION AGREEMENTOption Remediation Agreement • March 25th, 2013 • Gigamon LLC • Services-computer processing & data preparation • California
As the parties have discussed, Optionee holds certain options to purchase units of Gigamon Systems LLC. The options were granted with a per share exercise price that is likely below the fair market value of the underlying units at the time of grant and therefore are subject to regulation by Internal Revenue Code Section 409A. The options were modified in December 2009 in a manner that purported to make them comply with Section 409A, but the modification was likely ineffective for technical reasons.
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2013 • Gigamon Inc. • Services-computer processing & data preparation • California
This Consulting Agreement (“Agreement”) is entered into as of September 25, 2013 by and between Gigamon Inc. ( the “Company”) and Ted Ho (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
C O M M E R C I A L / I N D U S T R I A L L E A S E (N N N) 598 Gibraltar Drive Milpitas, California LANDLORD: LBA REALTY FUND II - WBP II, LLC, Delaware limited liability company TENANT: GIGAMON LLC, a Delaware limited liability companyWork Letter Agreement • July 13th, 2012 • Gigamon LLC • Delaware
THIS LEASE, entered into as of May 21, 2010 for reference purposes, is by and between LBA REALTY FUND II - WBP II, LLC, a Delaware limited liability company, hereinafter referred to as “Landlord”, and GIGAMON LLC, a Delaware limited liability company, hereinafter referred to as “Tenant”.
GIGAMON LLC INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 13th, 2012 • Gigamon LLC • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 20, 2010, by and among Gigamon LLC, a Delaware limited liability company (the “Company”), Gigamon Systems LLC, a California limited liability company and the sole member of the Company (“Gigamon Systems”), the individuals listed as “Founders” on the signatures pages hereto (individually, a “Founder” and collectively, the “Founders”) and each of the investors named on Schedule A attached hereto (individually, an “Investor” and collectively, the “Investors”).
VOTING AGREEMENTVoting Agreement • October 26th, 2017 • Gigamon Inc. • Services-computer processing & data preparation • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2017, by and among Gigamon Inc., a Delaware corporation (the “Company”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shareholder”).
MUTUAL SEPARATION AGREEMENT AND RELEASEMutual Separation Agreement and Release • February 24th, 2017 • Gigamon Inc. • Services-computer processing & data preparation • California
This Mutual Separation Agreement and Release ("Agreement") is made by and between Mike Bums ("Employee") and Gigamon Inc. (the "Company") (collectively referred to as the "Parties" or individually referred to as a "Party").
GIGAMON LLCOperating Agreement • May 1st, 2013 • Gigamon LLC • Services-computer processing & data preparation • California
Unless otherwise defined herein, the terms defined in the Gigamon LLC 2012 Unit Option Plan (the “Plan”) and the Operating Agreement of Gigamon LLC (the “Operating Agreement”) shall have the same defined meanings in this Option Agreement.
Distribution AgreementDistribution Agreement • February 24th, 2016 • Gigamon Inc. • Services-computer processing & data preparation • California
This Agreement is entered into as of December 28th, 2010, (the “Effective Date”) by and between Gigamon LLC (“Gigamon”), whose address is 598 Gibraltar Drive, Milpitas, CA, 95035 and Interlink Communication Systems (“Distributor”), a Florida corporation with its principal place of business at 640 Brooker Creek Blvd. Suite 465 Oldsmar, FL 34677.
SUBLEASESublease • August 12th, 2013 • Gigamon Inc. • Services-computer processing & data preparation • California
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of July 2 , 2013, and is made by and between PALO ALTO NETWORKS, INC., a Delaware corporation (“Sublessor”), and GIGAMON INC, a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
TRANSFER AGREEMENT AND PLAN OF REORGANIZATIONLiability Assumption Agreement and Indemnity • June 4th, 2013 • Gigamon Inc. • Services-computer processing & data preparation • Delaware
THIS TRANSFER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of May 31, 2013, by and between GIGAMON SYSTEMS LLC, a California limited liability company (“Transferor”), and Gigamon Inc., a Delaware corporation (“Acquirer”).
MANUFACTURING SERVICES AGREEMENT between JABIL CIRCUIT, INC. and Gigamon Inc.Gigamon Inc. • April 24th, 2015 • Services-computer processing & data preparation • New York
This Manufacturing Services Agreement ("Agreement") is entered into by and between Jabil Circuit, Inc., a Delaware corporation ("Jabil"), having offices at 10560 Dr. M.L. King Jr. Street North St. Petersburg, Florida 33716, on behalf of Jabil and its Subsidiaries, and Gigamon Inc., a Delaware corporation ("Company"), having its principal place of business at 3300 Olcott Street, Santa Clara CA 95054. Jabil and Company are referred to herein as "Party" or "Parties".
GIGAMON LLC ADVISOR AGREEMENTAdvisor Agreement • March 25th, 2013 • Gigamon LLC • Services-computer processing & data preparation • California
This Advisor Agreement (“Agreement”) is made effective as of February 16, 2013 (the “Effective Date”) by and between Gigamon LLC, a Delaware limited liability, company (the “Company”), and Ted Ho (“Advisor”). The Company desires to retain Advisor as an independent contractor to perform advisory services for the Board of Managers of the Company (the “Board”), and Advisor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
LICENSE AND SERVICES AGREEMENTLicense and Services Agreement • May 1st, 2013 • Gigamon LLC • Services-computer processing & data preparation • California
This License and Services Agreement (the “Agreement”) is entered into as of November 12th, 2009 (the “Effective Date”) between Gigamon, a Delaware LLC with an office at 736 South Hillview Drive, Milpitas, CA 95035 (“Customer”), and Tall Maple Systems, Inc., with an office at 150 W Iowa Ave, Suite 104, Sunnyvale, CA 94086 (“Tall Maple”).
Re: Promotion to Chief Executive OfficerGigamon LLC • March 25th, 2013 • Services-computer processing & data preparation
It is with great pleasure that I confirm your promotion to the position of Chief Executive Officer of Gigamon LLC (“Company”) under the terms set forth in this letter agreement (“Agreement”). Your promotion and the terms set forth in this Agreement are effective December 19, 2012.
PURCHASE AGREEMENTPurchase Agreement • February 24th, 2017 • Gigamon Inc. • Services-computer processing & data preparation • California
This Purchase Agreement is entered into as of September 17, 2014 (“Effective Date”) between Gigamon Inc. located at 3300 Olcott Street, Santa Clara CA 95054 (“Gigamon”) and Delta Networks International Ltd.- Macao Commercial Offshore located at Flat Q 17/F Edificio Centro Com. Cheng Feng, 336-342 Alameda Dr. Carlos D’ Assumpcao, Macao (“Supplier”).
Distribution AgreementDistribution Agreement • March 25th, 2013 • Gigamon LLC • Services-computer processing & data preparation • California
This Agreement is entered into as of December 28th, 2010, (the “Effective Date”) by and between Gigamon LLC (“Gigamon”), whose address is 598 Gibraltar Drive, Milpitas, CA, 95035 and Interlink Communication Systems (“Distributor”), a Florida corporation with its principal place of business at 640 Brooker Creek Blvd. Suite 465 Oldsmar, FL 34677.
