October 26, 2017 Ginsberg Holdco, Inc. c/o Elliott Management Corporation New York, NY 10019 Re: Equity Financing and Rollover Commitment Ladies and Gentlemen:Equity Financing and Rollover Commitment • October 30th, 2017 • Elliott Associates, L.P. • Delaware
This letter agreement (this “Agreement”) sets forth the commitments of Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (collectively, the “Funds” and each a “Fund”), subject to the terms and conditions contained herein, to (x) purchase, directly or indirectly, certain equity interests of Ginsberg Holdco, Inc., a newly formed Delaware corporation (“Newco”), and (y) contribute to Newco, directly or indirectly, shares (“Shares”) of common stock, par value $0.0001 per share, of Gigamon Inc., a Delaware corporation (the “Company”), in exchange for additional equity interests of Newco. It is contemplated that, pursuant to the Merger Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Newco and Ginsberg Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Newco (“Merger Sub”), Mer
