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.
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”).
