GIMO Gigamon Inc. (delisted)

PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable to Gigamon’s named executive officers in connection with the Merger, as disclosed in the section of this proxy statement captioned “The Merger—Interests of Gigamon’s Directors and Executive Officers in the Merger.”

We are asking stockholders to indicate their approval of the various compensation that will or may become payable to Gigamon’s named executive officers in connection with the Merger. These payments are set forth in the section captioned “The Merger—Interests of Gigamon’s Directors and Executive Officers in the Merger” and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments will or may be made have previously formed part of Gigamon’s overall compensation program for our named executive officers and previously have been disclosed to stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the Board of Directors, which is composed solely of non-management directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, we are seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Gigamon Inc. approve, on a nonbinding, advisory basis, the compensation that will or may become payable to Gigamon’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger—Interests of Gigamon’s Directors and Executive Officers in the Merger” in Gigamon’s proxy statement for the Special Meeting.”

Stockholders should note that this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Gigamon, the Board of Directors or Newco. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions applicable to those payments.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Gigamon Inc.

3300 Olcott Street,

Santa Clara, CA 95054

Gigamon develops innovative solutions that deliver pervasive, dynamic and intelligent visibility and control of data-in-motion traversing enterprise, federal and service provider networks. Our Visibility Platform consists of a distributed system of nodes (that in combination establish a Visibility Fabric) that enable an advanced level of visibility, modification and control of network traffic. Our Visibility Platform is comprised of physical appliances and virtual nodes that can be deployed in data centers, central offices, remote sites, virtual environments, private clouds, public clouds and hybrid clouds. We believe our Visibility Platform enables organizations to significantly improve their ability to secure, manage and understand critical data-in-motion traversing their infrastructure. Enterprise and federal organizations can enhance their cyber-security posture by leveraging the power of network visibility to achieve a pervasive view within the perimeter of their IT infrastructure. Furthermore, IT departments can significantly increase the effectiveness, efficiency and performance of their network management, analysis and compliance tools. Using our Visibility Platform, mobile service providers can gain subscriber-level awareness across their infrastructure enabling them to improve services, increase revenue generating opportunities and reduce operational costs.

Gigamon’s common stock is listed on the NYSE under the symbol “GIMO.”

Ginsberg Holdco, Inc.

c/o Elliott Management Corporation

40 West 57th Street

New York, NY 10019

Newco was formed on October 25, 2017, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Ginsberg Merger Sub, Inc.

c/o Elliott Management Corporation

40 West 57th Street

New York, NY 10019

Merger Sub is a wholly-owned direct subsidiary of Newco and was formed on October 25, 2017, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Newco and Merger Sub were formed by Elliott Associates, L.P., a fund affiliated with Elliott. In connection with the transactions contemplated by the Merger Agreement, (1) the Elliott Funds have provided to Newco equity commitments of up to $838 million as well as a rollover into Newco of the 2,631,400 shares of Gigamon common stock held by the Elliott Funds; and (2) Newco has obtained debt financing commitments from Jefferies Finance LLC and certain of their respective affiliates for an aggregate amount of $600 million in aggregate

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principal amount of debt financing consisting of a $450 million senior secured first lien credit facilities (that include a $400 million term loan facility and a $50 million revolving credit facility) and a $150 million senior secured second lien term loan facility. The term loans and a portion of the revolving credit facility will be available to fund a portion of the payments contemplated by the Merger Agreement, in each case, pursuant to the terms and conditions as described further under the caption “The Merger—Financing of the Merger.” After giving effect to the Merger, Gigamon, as the Surviving Corporation, will be affiliated with the Elliott Funds.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Gigamon, and Gigamon will continue as the Surviving Corporation and as a wholly owned subsidiary of Newco. As a result of the Merger, Gigamon’s common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of Merger with the Secretary of State of the State of Delaware (or at such later time as we, Newco and Merger Sub may agree and specify in the certificate of Merger).

Effect on Gigamon if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Gigamon will remain an independent public company, our common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Gigamon operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, the Board of Directors will continue to evaluate and review Gigamon’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Gigamon’s business, prospects or results of operation will not be adversely impacted.

In addition, Gigamon will be required to pay to Newco a termination payment of $47.2 million if the Merger Agreement is terminated under specified circumstances. For more information please see the section captioned “The Merger Agreement—Termination Payments.”

Merger Consideration

In the Merger, each outstanding share of common stock (other than shares owned by (1) Newco, Merger Sub or Gigamon, or by any direct or indirect wholly owned subsidiary of Newco, Merger Sub or Gigamon; and

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(2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Merger Consideration.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under the caption “—Appraisal Rights”).

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation among the Board of Directors of Gigamon (the “ Board of Directors ”), the Transaction Committee (as defined below) or the representatives of Gigamon and other parties.

The Board of Directors routinely reviews Gigamon’s strategic opportunities as part of its ongoing evaluation of Gigamon’s business and developments in the marketplace. As part of its review, from time to time the Board of Directors has considered a variety of strategic alternatives for Gigamon, including modifications to Gigamon’s strategy and expansion into adjacent markets, whether independently or through acquisitions of other businesses or combinations with other businesses. In recent periods, the Board of Directors and management have identified the need for significant strategic expansion in order to capture greater market opportunities in adjacent markets and to accelerate growth. The Board of Directors and management recognized, however, that this strategic expansion would require significant organic and inorganic investments which would negatively impact the Company’s profit margins in near- and medium-term periods.

On March 14, 2017, a representative of Party A, a leading private equity sponsor, contacted Paul Hooper, the Company’s Chief Executive Officer and a member of the Board of Directors, to express interest in acquiring Gigamon. Such representative indicated that Party A’s interest was sufficiently strong that Party A was prepared to submit a written proposal. Mr. Hooper indicated that the Company was not for sale and asked that Party A refrain from submitting a proposal until he had an opportunity to discuss Party A’s interest with the Board of Directors. Two days later on March 16, 2017, a representative of Party A contacted Mr. Hooper again to request additional information from Gigamon to assist their efforts to refine their analysis of the Company.

On April 25, 2017, the Board of Directors met to discuss Party A’s interest in acquiring Gigamon. At the invitation of the Board of Directors, representatives of Goldman Sachs attended the meeting and discussed Gigamon’s prospects as a stand-alone company, as well as Party A’s expression of interest. Goldman Sachs was invited because of Goldman Sachs’ extensive knowledge of the Company and its industry, dating back to Goldman Sachs’ role as lead underwriter in the Company’s initial public offering. The Board of Directors determined not to take any action with respect to Party A at such time.

On May 8, 2017, a representative of Elliott contacted Mr. Hooper, informed him that Elliott would be disclosing that it has accumulated an equity stake in the Company, and indicated that Elliott would be conveying thoughts and recommendations regarding Gigamon’s strategic options. Such strategic options would include, among others, a potential sale of the Company, including a going-private transaction in which Elliott may participate as a buyer. Elliott’s representative indicated that Elliott presently did not intend to make any public statements about its recommendations or discussions with the Company beyond the information to be disclosed in its Schedule 13D. As used in this section, “ Elliott ” may refer to Elliott Management Corporation or its affiliate, Evergreen Coast Capital (“ Evergreen ”).

Also on May 8, 2017, Elliott filed a statement on Schedule 13D (the “ 13D ”) with the Securities and Exchange Commission disclosing that Elliott, through affiliated funds, had accumulated beneficial ownership of

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approximately 7.2% of Gigamon’s outstanding shares of common stock, as well as cash-settled swaps representing economic exposure comparable to an additional 8.1% of Gigamon’s outstanding shares of common stock. Elliott reported in the 13D that it believed Gigamon’s shares were significantly undervalued so Elliott intended to engage in dialogue with the Board of Directors regarding opportunities to maximize stockholder value. The trading price of Gigamon’s common stock closed that day at $41.20, up from a closing price of $35 on the previous trading day and representing an increase of 17.71%.

Also on May 8, 2017, the Board of Directors convened telephonically and management briefed the Board of Directors on Elliott’s 13D filing, Mr. Hooper’s conversation with Elliott’s representative and Elliott’s thoughts and recommendations regarding the Company.

On May 9, 2017, a representative of Party B contacted Mr. Hooper to express interest in scheduling a dinner to discuss Gigamon and Elliott’s 13D filing. Two days later, on May 11, 2017, that representative of Party B had breakfast with Mr. Hooper to discuss Gigamon’s business and to indicate Party B’s interest in acquiring Gigamon.

On May 12, 2017, the Board of Directors again met to discuss Elliott’s investment in Gigamon and its thoughts and recommendations regarding the Company. At the request of the Board of Directors, management and representatives of Goldman Sachs and Wilson Sonsini Goodrich & Rosati, P.C. (“ WSGR ”), the Company’s outside counsel, also attended the meeting. At the meeting, Goldman Sachs provided a situational update regarding the position taken by Elliott in Gigamon’s stock as well as a summary of the communications between Gigamon and Elliott, including Elliott’s suggestion that Gigamon should seek to maximize stockholder value through a going-private transaction. Additionally, Goldman Sachs discussed Elliott’s historical public and private activities in the technology sector, both as an investor and, more recently, as a financial sponsor. At the Board of Directors’ request, WSGR reviewed the fiduciary duties of the Board of Directors in relation to the foregoing matters and made observations regarding topical legal issues for consideration in relation to such matters, including the importance of active Board of Directors oversight and leadership in any assessment of a potential going-private transaction or other sale of the Company. The Board of Directors then discussed Gigamon’s longer term strategic planning and the recent performance of its business. Finally, in an executive session without Goldman Sachs, the Board of Directors discussed the potential engagement of financial advisors and investor relations experts in connection with its consideration of Elliott’s investment and the Company’s strategic alternatives.

On May 13, 2017, Gigamon management met with representatives of Elliott and Evergreen. During the course of discussions, representatives of Elliott reviewed why they believed that Gigamon is not well suited to be a publicly traded company, particularly in light of the volatility and unpredictability of its quarterly financial results. Elliott further conveyed their belief that Gigamon should initiate a process to explore a sale of the Company, whether to a strategic acquirer or a private equity sponsor, in order to maximize stockholder value. Elliott also indicated that they would be interested in their potentially acquiring the Company and would be able to evaluate an acquisition on an expedited basis given the research they had already performed on the Company and its market.

On May 14, 2017, the Board of Directors met to discuss management’s discussions with Elliott the previous day. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended the meeting. Management reported on their discussions with representatives of Elliott, and in particular, noted Elliott’s belief that Gigamon was not well suited to be a public company and should initiate a process to explore a potential sale of the Company. The Board of Directors, management and Goldman Sachs discussed whether it was an appropriate time to initiate an exploratory sale process as suggested by Elliott. Following such discussion, the Board of Directors determined to defer any decision regarding the commencement of an exploratory sale process pending completion of the Company’s second quarter because management expected to have a strong second quarter. In light of the possibility that the Board of Directors might choose to initiate an exploratory sale process following the completion of the second quarter, the Board of

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Directors determined that it would be prudent to review the Company’s long-term business plans and financial projections. Accordingly, the Board of Directors instructed management to prepare long-term financial projections for review by the Board of Directors. Representatives of Goldman Sachs then departed the meeting and the Board of Directors discussed the potential engagement of financial advisors and investor relations experts in connection with its consideration of Elliott’s investment and the Board of Directors’ evaluation of strategic alternatives, including a potential sale transaction.

On May 16, 2017, the Board of Directors received a letter from Elliott outlining their takeaways from their May 13 ^th meeting with management, which contained a summary of Elliott’s thoughts and recommendations on various strategies the Company should consider to maximize stockholder value, including a potential sale of the Company. In its letter, Elliott reiterated their interest in potentially acquiring Gigamon and their ability to proceed quickly.

On May 19, 2017, a representative of Party A sent an email to Mr. Hooper indicating that Party A would like to meet with Mr. Hooper again. The representative of Party A and Mr. Hooper agreed to speak on May 24, 2017.

On May 22, 2017, the Board of Directors met again. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. Management and representatives of Goldman Sachs described their recent discussions with representatives of Elliott and Mr. Hooper reported on the email he had received from Party A. Representatives of Goldman Sachs also provided an update on Gigamon’s investor base and significant stockholder profile. The members of the Board of Directors discussed possible investor sentiment regarding Elliott’s thoughts and recommendations, as well as potential significant turnover in the Company’s stockholder base following Elliott’s 13D filing. At the Board of Directors’ request, Rex Jackson, Gigamon’s Chief Financial Officer, also gave an update on the work underway to prepare management’s long-term financial projections. In an executive session, after representatives of Goldman Sachs departed, the Board of Directors discussed formally engaging Goldman Sachs as the Board of Directors’ financial advisor. After lengthy discussion, the Board of Directors unanimously approved the engagement of Goldman Sachs, subject to approval of the terms of their engagement and review of a customary conflict letter, and directed management to negotiate the terms of such engagement.

On May 24, 2017, Mr. Hooper spoke to a representative of Elliott by telephone. Mr. Hooper conveyed that the Board of Directors was considering Elliott’s thoughts and recommendations on the Company but had not made any determinations pending completion of the Company’s second quarter and further analysis of the Company’s strategic alternatives. With approval of the Board of Directors, Mr. Hooper indicated that Gigamon was reviewing its strategic alternatives (including a potential sale transaction), focusing on meeting the Company’s second quarter earnings goals and evaluating Elliott’s thoughts and recommendations on Gigamon. Mr. Hooper indicated that those parallel work streams would converge toward the end of the Company’s second quarter and, accordingly, Elliott should not expect the Company to make any determinations prior to the end of the quarter.

Also on May 24, 2017, Mr. Hooper spoke to a representative of Party A by telephone. Mr. Hooper indicated that representatives of Gigamon were reviewing Elliott’s thoughts and recommendations on Gigamon and noted that the Company was focusing on meeting the Company’s second quarter earnings goals.

On May 30, 2017, a representative of Elliott sent an email to Mr. Hooper to encourage Mr. Hooper to speak with a managing director of Evergreen. Later on the same day, the Board of Directors met to discuss Elliott’s recommendations and acquisition proposal. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. Mr. Hooper provided the Board of Directors with an update on his recent discussion with a representative of Elliott, including Elliott’s interest in acquiring the Company and their request to arrange a meeting with a managing director of Evergreen. Following discussion, the Board of Directors agreed that Mr. Hooper should meet with the representative from Evergreen to maintain a collegial and open dialogue, but not make any commitments regarding the Company’s intent or

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expectations regarding Elliott’s interest. A representative of Goldman Sachs updated the Board of Directors of discussions with Elliott. Representatives of Goldman Sachs then departed the meeting and the Board of Directors met in executive session. At the request of the Board of Directors, in executive session Rex Jackson, the Company’s Chief Financial Officer, presented three draft scenarios of management’s long-term financial projections, a base-case referred to in this section as “Case B,” an upside case referred to in this section as “Case A” and a downside case referred to in this section as “Case C.” The Board of Directors discussed management’s financial projections and the assumptions underlying them in order to better understand the impact of the assumptions on management’s upside and downside scenarios. After discussion, the Board of Directors asked management to make certain modifications to the draft financial projections.

On June 2, 2017, Reuters released an article speculating that Gigamon was working with Goldman Sachs and was preparing to explore a sale process. Following the release of the article, the trading price of Gigamon’s common stock rose from a closing price of $39.30 on June 2 to a closing price of $42.85 on June 5, an increase of 9.03 %.

Also on June 2, 2017, representatives of Elliott spoke by telephone with representatives of Goldman Sachs about Gigamon. During this conversation, the representatives of Elliott reiterated Elliott’s interest in acquiring Gigamon. They also indicated that they understood that Gigamon and its Board of Directors were taking the steps necessary to properly evaluate a potential sale of the Company, but asked whether there was anything that could be done to accelerate the process given their interest. Representatives of Goldman Sachs relayed the Board of Directors’ position that the Company was not making any decisions regarding a potential sale of the Company until the completion of its second quarter.

On June 6, 2017, the Board of Directors met to further consider and discuss Elliott’s interest in acquiring Gigamon and management’s modified long-term financial projections for the Company. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. At this meeting, Mr. Hooper and representatives of Goldman Sachs summarized their conversation on June 2, 2017 with representatives of Elliott. After a discussion about recent communications with Elliott, Mr. Hooper provided an update on the performance of Gigamon’s business, including progress in the quarter to date. Mr. Jackson then reviewed Gigamon’s revised draft long-term financial projections, which incorporated comments from the Board of Directors, particularly with respect to downside risks associated with its financial projections. Specifically, management presented three sets of financial projections for the remainder of 2017 and calendar years 2018-2026, consisting of a set of projections reflecting higher projected performance of the Company’s business (“ Case A Projections ”), a set of projections reflecting a base level expectation of performance of the Company’s business (“ Case B Projections ”) and a set of projections reflecting a lower projected performance of the Company’s business (“ Case C Projections ”). After such discussions, the non-executive members of the Board of Directors met in an executive session to discuss the matters presented during the meeting, including a discussion of Gigamon’s operating strategy and the financial projections presented, as well as the proposed terms of Goldman Sachs’ engagement and a customary conflict letter that Goldman Sachs had sent in advance of the meeting. At the end of the executive session, the Board of Directors unanimously approved directing Goldman Sachs to focus on the Case B Projections when conducting its preliminary financial analysis of the Company. The Board of Directors also unanimously approved the retention of Goldman Sachs as the Company’s financial advisor on the terms proposed.

On June 7, 2017, Gigamon formally executed a letter engaging Goldman Sachs as its financial advisor.

On June 14, 2017, a representative of Elliott sent an email to Mr. Hooper and Corey Mulloy, the Chairman of the Board of Directors, to express Elliott’s continued interest in working with Gigamon on a going-private transaction. The representative of Elliott also shared statements and sentiments from other Gigamon investors who shared their views on the Company. Mr. Hooper responded to the email acknowledging its receipt and reiterated that Gigamon’s Board of Directors and management were focused on Gigamon’s quarter, but were also reviewing Elliott’s thoughts, recommendations and proposals in parallel.

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On June 20, 2017, the Board of Directors met to discuss the progress of Gigamon’s quarter. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. At this meeting, Mr. Hooper provided a brief update on the quarter and then invited representatives of Goldman Sachs to provide an outline of a potential exploratory sale process that the Board of Directors might consider following the completion of the quarter. Representatives of Goldman Sachs noted that Elliott continued to express its view that the Company should commence a sale process, but understood the Company was unlikely to do so before the completion of the quarter. Representatives of Goldman Sachs further informed the Board of Directors that eight additional financial sponsors had contacted Gigamon or representatives of Goldman Sachs to express interest in Gigamon. Following discussion, representatives of Goldman Sachs reviewed its preliminary financial analysis of Gigamon.

On June 23, 2017, the Board of Directors met to review a potential exploratory sale process and timeline. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. After Goldman Sachs discussed a potential process timeline, Mr. Hooper reviewed customized information that could be presented to certain strategic parties to better ensure Gigamon’s strategic opportunities were best conveyed to these potential buyers. Additionally, Mr. Hooper provided the Board of Directors with an update on the performance of the business, including progress in the quarter to date.

On July 2, 2017, the Board of Directors met to receive a preliminary report on the results of the Company’s second quarter and to consider an exploratory sale process. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. Mr. Hooper provided a flash report on the results of the second quarter, noting that revenue fell short of expectations but, depending on the quarter close process, may have achieved the low end of the Company’s guidance range, while earnings would likely be roughly in line with Wall Street analysts’ consensus expectations. The Board of Directors then discussed the prudence of conducting an exploratory sale process based on the Company’s second quarter financial results and the numerous inbound calls that the Company and representatives of Goldman Sachs had received from third parties (including Elliott) with interest in discussing a potential transaction with the Company. In an executive session, the non-executive members of the Board of Directors continued to discuss Gigamon’s business and financial performance and reasons for commencing an exploratory sale process at this time. The Board of Directors reflected on the challenges in the Company’s business, the likely need to make significant organic and inorganic investments in order to take advantage of market opportunities to re-accelerate growth, the negative impact such investments would have on the Company’s profit margins in the near and medium terms, and the likely volatility in Gigamon’s stock resulting therefrom. The Board of Directors also discussed whether it was appropriate to conduct an exploratory sale process given factors discussed above. After discussion, the Board of Directors determined to commence an exploratory sale process in a confidential manner and authorized Goldman Sachs to contact a list of strategic parties and financial sponsors, including those that had recently contacted the Company or representatives of Goldman Sachs to express interest in the Company, to gauge their interest in a transaction with the Company.

Later on July 2, 2017, Mr. Hooper contacted a representative of Elliott to inform them that the Company was initiating an exploratory sale process and was inviting Elliott to participate in the process.

At the direction of the Board of Directors, from July 2, 2017 through July 14, 2017, Goldman Sachs contacted 17 strategic parties and 18 financial sponsors to assess their interest in exploring a transaction with the Company. Of those, five strategic parties and nine financial sponsors entered into confidentiality agreements with the Company, and during July and August, five strategic parties and eight financial sponsors held management meetings with Gigamon, including Elliott, Party A and Party B.

On July 7, 2017, the Board of Directors met to discuss the status of the Company’s exploratory sale process. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. At this meeting, representatives of Goldman Sachs provided an update on the exploratory sale process and confirmed that Goldman Sachs had contacted each of the third parties that the Board of

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Directors had previously instructed them to contact. Goldman Sachs described each party’s purported level of interest in Gigamon. Also at this meeting, the Board of Directors determined to create a committee of directors comprised of Mr. Mulloy, Joan Dempsey and Paul Milbury (the “ Transaction Committee ”) to supervise the Company’s exploratory sale process and lead any negotiations that might result therefrom. Mr. Shinn outlined a proposed charter for this committee, highlighting at the Board of Directors’ request that the Transaction Committee would be empowered to oversee Gigamon’s exploratory sale process, lead any negotiations resulting therefrom and generally facilitate more rapid board-level decision making, but final determinations regarding the process (and any transaction resulting therefrom) would be subject to the approval of the full Board of Directors. After discussion, the Board of Directors approved the creation of the Transaction Committee and the proposed charter. The Board of Directors next discussed the different financial projections previously reviewed by the Board of Directors on May 30, 2017, including the Case A Projections, the Case B Projections and the Case C Projections. Following the discussion, the Board of Directors determined that the Case B Projections were the appropriate projections to provide to third parties that expressed interest in a transaction with the Company. The Board of Directors directed Goldman Sachs to focus on the Case B Projections when conducting its preliminary financial analysis of the Company.

On July 12, 2017, the Transaction Committee met to discuss the status of the Company’s exploratory sale process. At the request of the Transaction Committee, management and representatives of Goldman Sachs and WSGR also attended this meeting. Representatives of Goldman Sachs reported on the management meetings that had been held with third parties to date. Representatives of WSGR discussed the status of certain confidentiality agreement negotiations with certain parties. Lastly, Mr. Hooper provided the Transaction Committee with a more informed update on the Company’s second quarter financial performance and the developing pipeline for the Company’s third quarter.

On July 13, 2017, Gigamon entered into a confidentiality agreement with Elliott, and on July 28, 2017, held a management meeting with Elliott to provide them with additional information on Gigamon and its business.

On July 20, 2017, Mr. Jackson and other members of Gigamon’s finance team hosted separate calls with representatives of Elliott and representatives of Party A to discuss financial due diligence.

On July 21, 2017, the Transaction Committee met to discuss the status of the Company’s exploratory sale process. At the request of the Transaction Committee, management and representatives of Goldman Sachs and WSGR also attended this meeting. Representatives of Goldman Sachs reported that four financial sponsors who had attended management presentations expressed interest in further exploring a transaction, and that there was one financial sponsor with whom a management meeting was pending. Of the four financial sponsors that had expressed interest, three requested to partner with an additional financial sponsor to make a joint bid for the Company. Representatives of Goldman Sachs discussed each party’s expressed level of interest in the Company and potential business synergies available to strategic parties. Additionally, representatives of Goldman Sachs discussed a timeline for requesting initial bids from all interested parties and the option of bifurcating bid deadlines between the financial sponsors and potential strategic parties. The Transaction Committee discussed and determined that a bifurcated deadline was appropriate for the exploratory sale process, the Transaction Committee discussed the importance of keeping strategic parties in the process to create competitive tension and encourage financial sponsors to stretch on valuation. Accordingly, the Transaction Committee agreed that a bifurcated deadline was appropriate to further this objective.

On July 31, 2017, the results of the first round of proposals were received by Gigamon, which included indications of interest from Party A, Party B and Elliott. Party A’s proposal contained a price range of $42-43 per share, Party B’s bid contained a price range of $40-41 per share and Elliott’s proposal contained a price range of $44-46 per share.

On August 1, 2017, the Board of Directors held a meeting to receive a report on these first round financial sponsor proposals. At the request of the Board of Directors, management and representatives of Goldman Sachs

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and WSGR also attended this meeting. The Board of Directors discussed each of the three proposals. After additional discussion, the Board of Directors determined that additional discussions with Party A and Elliott were warranted. The Board of Directors instructed Goldman Sachs to convey to Elliott and Party A that the Company was willing to continue discussions with them regarding a potential transaction but the Board of Directors believed they would need to increase their offer prices, and to inform Party B that, based on their offer price, the Company was terminating discussions with them.

During the month of August, the Transaction Committee met several times to discuss the status of the Company’s exploratory sale process and the status of discussions with each of the parties that were engaged in discussions with the Company regarding a potential transaction.

On August 15, 2017, Mr. Hooper had lunch with a representative of Party A during which they discussed Gigamon’s business and the value Party A thought the Company’s business could support.

On August 16, 2017, management and representatives of Elliott, with representatives of Goldman Sachs attending, held a due diligence session to discuss the Company and the state of its business. The diligence session was followed by a dinner attended by management, representatives of Elliott and representatives of Goldman Sachs.

On August 21, 2017, at the Transaction Committee’s request, Goldman Sachs delivered a second round process letter to Elliott and Party A, along with a draft of the Merger Agreement prepared by WSGR. The process letter called for, among other things, an updated indication of price and directed the bidders to submit their updated proposals by September 8, 2017.

On August 25, 2017, the Board of Directors held a meeting to receive a report on the Company’s exploratory sale process. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. At this meeting, representatives of Goldman Sachs reported on the status of discussions with each strategic party and financial sponsor that was engaged in discussions with the Company. At this meeting, representatives of Goldman Sachs also reviewed its preliminary financial analysis of the Company and a proposed timetable for the ongoing exploratory sale process, which contemplated a completion of the sale process before the completion of the Company’s third quarter earnings.

By the end of August, all of the strategic parties that participated in management meetings with the Company and initially expressed interest in the Company had informed representatives of Goldman Sachs that they would not be submitting offers for the Company.

On August 31, 2017, the Board of Directors met to discuss Gigamon’s third quarter and the ongoing sale process. In attendance were members of management and representatives of Goldman Sachs and WSGR. Mr. Hooper began with a report on the progress of Gigamon’s third quarter business and financial trajectory and noted that linearity remained in line with expectations but slightly below Gigamon’s internal plan. Representatives of Goldman Sachs then noted that Elliott had indicated that it was still actively conducting their due diligence review of Gigamon and working to arrange financing for the transaction, but had not given any indication when they would be prepared to bring a transaction to completion. In expectation of considering a potential sale transaction, however, representatives of WSGR outlined the directors’ fiduciary duties as the Board of Directors considered and negotiated a potential sale of Gigamon. Representatives from Goldman Sachs and members of management then departed the meeting. The Board of Directors then discussed their concerns about the pace of the exploratory sale process and the fact that only one potential bidder remained actively engaged in the process. The Board of Directors discussed whether it was an appropriate time to sell the business. Representatives of WSGR noted that, in absence of competitive bids, the Board of Directors would need to rely heavily on Gigamon’s financial projections and their own sense of Gigamon’s prospects to assess whether to sell Gigamon at this time and at what price. Accordingly, the Board of Directors discussed the need to further review Gigamon’s long-term financial projections if Elliott formalized their interest and wished to proceed with a transaction.

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On September 7, 2017, a representative of Elliott contacted John Kispert, a member of the Board of Directors. During the conversation, Elliott’s representative indicated that Elliott was serious about acquiring Gigamon, but wanted to better understand the Board of Directors’s expectations on value. Mr. Kispert informed Elliott’s representative that the Board of Directors was taking Elliott’s proposal seriously, was presently focused on maximizing value for all Gigamon’s stockholders and was awaiting receipt of improved proposals from all interested parties before making any determinations on whether to sell the Company or remain independent. Mr. Kispert declined to give Elliott any guidance on value, but encouraged Elliott to put its best foot forward and stretch on price if they wanted to acquire the Company.

Also on September 7, 2017, Party A notified a representative of Goldman Sachs that Party A did not intend to submit a proposal to acquire Gigamon. Party A indicated that while it was open to partnering with another potential bidder to acquire Gigamon, it was not interested in acquiring the Company on its own.

On September 8, 2017, Messrs. Hooper, Shinn and Jackson spoke with a representative of Elliott, who previewed their revised proposal and explained the rationale of their revised price range. Following the call, Gigamon received an updated, non-binding and fully financed proposal of $42 per share from Elliott, which included a full markup to the Merger Agreement previously distributed by the Company, as well as a draft of the Debt Commitment Letter, Equity Commitment Letter and Limited Guarantee. With Party A declining to submit an updated proposal for Gigamon, Elliott remained the only active participant in the strategic process.

On September 10, 2017, the Transaction Committee met to review the acquisition proposal from Elliott and receive a general update on the Company’s exploratory sale process. The full Board of Directors met again on September 10, 2017. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. At this meeting, Mr. Hooper reported on the current outlook for Gigamon’s third quarter financial results, which at the time were expected to exceed the Company’s issued guidance. Mr. Hooper then gave an overview of the acquisition proposal Gigamon had received from Elliott in which they lowered their offer price from $44-46 per share to $42 per share. Goldman Sachs then reviewed its preliminary financial analyses. Representatives of Goldman Sachs also reported on their recent conversations with Elliott, in which Elliott expressed their belief that their revised offer price reflected a fair value for the Company. Representatives of WSGR gave a preliminary assessment of the non-price terms of Elliott’s proposal and noted Elliott’s proposal contained a minimum cash condition, which was not customary in public company transactions. The Board of Directors then engaged in a detailed discussion of Elliott’s proposal, asking questions of Goldman Sachs and WSGR. The Board of Directors compared Elliott’s proposal to Gigamon’s prospects as an independent company. The Board of Directors concluded that if the Company achieved the financial results it expected for its third quarter (and full year 2017), then the Company should be valued higher than Elliott’s latest offer price. The Board of Directors instructed Goldman Sachs, therefore, to reject Elliott’s revised proposal without providing a counteroffer in an effort to encourage Elliott to improve its offer price. The Board of Directors further decided not to contact any other third parties at that time with respect to a strategic transaction with Gigamon despite Elliott’s lower offer price because the Board of Directors felt it had adequately canvassed all likely bidders already and was unlikely to attract new interest even at or around Elliott’s reduced offer price based on feedback from parties that had declined to bid for the Company. In an executive session without Goldman Sachs present, the non-executive members of the Board of Directors further discussed Gigamon’s third quarter financial results and the potential risk that the third quarter results may be lower than currently expected. With a view toward mitigating this risk, the Board of Directors reached a consensus that Gigamon should continue to pursue a transaction with Elliott before the completion of the Company’s third quarter.

Later on September 10, 2017, representatives of Goldman Sachs communicated the Board of Directors’ rejection of Elliott’s revised $42 offer price to representatives of Elliott, together with strong encouragement to improve their offer price if they wished to acquire the Company. Goldman Sachs, at the direction of the Board of Directors, relayed the Board of Directors’ position that the Company would only entertain a sale if the offer price was compelling in comparison to the Company’s stand-alone business and financial prospects. Goldman Sachs also relayed that the Company was confident in its stand-alone prospects and was not eager to sell the Company at the price level currently being proposed by Elliott.

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On September 12, 2017, Messrs. Hooper, Mulloy and Shinn had a telephone call with representatives of Elliott during which Elliott indicated that it could not improve its offer price for the Company, but would be willing to consider a convertible preferred security transaction in which Elliott would exchange its existing holdings of Gigamon’s common stock for a convertible preferred security in the Company. Elliott explained that this convertible preferred security proposal would enable Elliott to remain a long-term partner with the Company even if such a partnership did not take the form of a full take-private transaction. Messrs. Hooper, Mulloy and Shinn did not react to Elliott’s proposal, but agreed to discuss it with the Board of Directors at its next meeting. Following this call, representatives of Elliott contacted representatives of Goldman Sachs to convey the same conceptual framework for their convertible preferred security proposal.

On September 14, 2017, Elliott delivered to the Company a term sheet for the convertible preferred security proposal it had previously communicated to Messrs. Hooper, Mulloy and Shinn. The proposal contemplated that Elliott would exchange its holdings of common stock for a newly created convertible preferred stock instrument, with a per share valuation determined at the closing of the exchange.

On September 15, 2017, the Transaction Committee met to discuss Elliott’s convertible preferred security proposal. At the request of the Transaction Committee, management and representatives of Goldman Sachs and WSGR also attended this meeting. Representatives of Goldman Sachs reported that Elliott continued to express strong interest in acquiring Gigamon but understood that the Board of Directors would not accept their offer price of $42 per share, and so Elliott had proposed the above-described convertible preferred security proposal as an alternative. Representatives of Goldman Sachs described the proposal in detail. After a discussion of Elliott’s convertible preferred security proposal, Mr. Hooper updated the Transaction Committee on Gigamon’s expected third quarter financial results, indicating that the final weeks of the quarter would be critical to achieving the forecasted results. The Transaction Committee discussed risks in the Company’s financial results for the quarter.

Later on September 15, 2017, the full Board of Directors met to discuss Elliott’s convertible preferred security proposal and the progress of the Company’s third quarter financial results. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. The meeting covered the same topics as the just concluded Transaction Committee meeting, and the directors asked questions of both Goldman Sachs and WSGR. The Board of Directors discussed concerns that the convertible preferred security proposal did not deliver any additional capital investment to Gigamon. After discussion, the Board of Directors decided to reject Elliott’s convertible preferred security proposal because it did not offer any benefits to Gigamon that would outweigh the downsides associated with issuing the convertible preferred security, and instructed Goldman Sachs to instead counter Elliott’s $42 per share acquisition proposal with a sale price of $46 per share. The counteroffer was further predicated on completing a transaction in the next week in order to mitigate the risks to both parties if a transaction were not completed before the completion of the Company’s third quarter. Representatives of Goldman Sachs subsequently communicated the Company’s counter-offer to representatives of Elliott, who indicated that they would consider it but did not believe that it would be acceptable.

On September 18, 2017, the Transaction Committee met with members of management and representatives of Goldman Sachs WSGR to discuss the current proposals from Elliott in anticipation of a meeting the following day with representatives from the Company and Elliott.

On September 19, 2017, Mr. Hooper, Mr. Shinn, Mr. Mulloy and a representative of WSGR met with representatives of Elliott. During such meeting, Elliott indicated a willingness to increase their offer price from $42 per share to $42.25—42.50 per share, and remained interested in a going-private transaction. Representatives of Elliott also indicated that, to address the Board of Directors’ concern that their convertible preferred security proposal did not provide any additional capital to the Company they would be willing to invest $100 million in additional capital, provided that Elliott could exchange a portion of its holdings of Gigamon common stock for a preferred security on the terms proposed.

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On September 21, 2017, the Board of Directors met to discuss the status of discussions with Elliott. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. Messrs. Hooper and Mulloy described the September 19 ^th meeting with Elliott. Representatives of Goldman Sachs then gave an update on their most recent conversations with Elliott and indicated that Elliott was unlikely to improve its offer price per share until it had better visibility into third quarter results. Mr. Hooper gave his impressions of the quarter, and while expressing optimism, he also noted that there were troubling signs of softening in the quarter. In an executive session, the non-executive members of the Board of Directors discussed concern regarding the Company’s third quarter financial results and the reliability of management’s long-term financial projections in light of Gigamon’s third quarter results and full year trend lines. The non-executive members of the Board of Directors agreed that it would be in the best interests of the Company and its stockholders to seek to reach an agreement with Elliott on an acceptable sale price as soon as possible to mitigate the risks associated with lower-than-anticipated third quarter results. The Board of Directors agreed that it would be prepared to accept Elliott’s latest offer price of $42.50 if it were the best and final offer, but directed Goldman Sachs to seek a higher offer price from Elliott if possible.

Later on September 21, 2017, representatives of Goldman Sachs spoke with a representative of Elliott, who emphasized that their offer of $42.50 was their best and final offer. On a later call between representatives of Goldman Sachs and a representative of Elliott, the representative of Elliott also informed representatives of Goldman Sachs that their debt financing commitments had expired and their lenders would want to see the Company’s third quarter financial results before renewing their commitments.

On September 24, 2017, the Board of Directors met again to discuss the status of discussions with Elliott. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. Representatives of Goldman Sachs reported on their conversation with representatives of Elliott. After discussion, the Board of Directors concluded that, in light of the Company’s stand-alone prospects, $42.50 was likely a premium to where Gigamon’s stock would trade if it announced lower-than-expected third quarter results and did not simultaneously announce a sale transaction (after much speculation that one was imminent), and accordingly determined that the latest $42.50 offer price from Elliott was acceptable.

On September 26, 2017, the Transaction Committee met and, at their request and with the expectation of negotiating a transaction with Elliott, representatives of WSGR outlined the material issues reflected in their revised draft of the Merger Agreement that the Company had previously delivered to all potential bidders for the Company. Representatives of WSGR highlighted terms that created risks to closing certainty, including Elliott’s proposed minimum cash condition and Elliott’s financing related provisions, as well as terms governing the Board of Directors’ ability to entertain competing offers it might receive during the pendency of the transaction. The same day, WSGR sent Gibson, Dunn & Crutcher LLP (“ GDC ”), Elliott’s outside counsel, a revised draft of the Merger Agreement, Equity Commitment Letter and Limited Guarantee reflecting input and direction from the Transaction Committee.

On September 26, 2017, representatives of Goldman Sachs, at the direction of the Board of Directors, called representatives of Elliott and informed them that the Board of Directors had determined that the $42.50 per share offer price from Elliott was acceptable, pending agreement on other transaction terms.

On September 27, 2017, management of Gigamon met with representatives of Elliott, with representatives of Goldman Sachs present, to discuss the Company’s expected third quarter results.

Over the next few days, Gigamon’s third quarter ended and the final operating results of the quarter became available internally. The Company’s financial results were significantly lower than anticipated three days earlier with revenue falling approximately $5.5 million below Wall Street analysts’ consensus. With the Transaction Committee’s approval, representatives of Goldman Sachs met with representatives of Elliott to discuss the Company’s third quarter results.

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On October 4, 2017, the Transaction Committee met to discuss the status of discussions with Elliott. At the request of the Transaction Committee, management and representatives of Goldman Sachs and WSGR also attended this meeting. Representatives of Goldman Sachs relayed that representatives of Elliott stated that they were very surprised by the magnitude of the Company’s third quarter revenue miss, and were having difficulty securing debt commitments on similar terms as before. Management also reported that Reuters was planning to run an article stating that Elliott was terminating discussions with Gigamon because the Board of Directors’ price expectation was too high. The Transaction Committee discussed the impact of this story on the Company’s trading price and also discussed the potential need to revisit Gigamon’s long-term financial projections given third quarter results and full year trend lines.

On October 5, 2017, Elliott delivered a revised proposal to acquire the Company for $38 per share based on the Company’s third quarter financial results. Elliott explained that while the offer price was lower, Elliott had not materially reduced the size of their equity commitment to a transaction. However, since the available debt financing sources had lowered the size of their debt commitments due to the Company’s third quarter results, Elliott was compelled to lower their offer price for Gigamon as a result.

Later on October 5, 2017, the Transaction Committee met to discuss Elliott’s updated proposal and the possibility of accepting a $38 per share proposal and determined that the full Board of Directors would need to reconsider whether it was appropriate to authorize a sale of Gigamon at this new lower sale price.

Later on October 5, 2017, the Board of Directors met to discuss the revised offer from Elliott. At the request of the Transaction Committee, management and representatives of Goldman Sachs and WSGR also attended this meeting. The Board of Directors considered three options: (i) rejecting the revised offer price from Elliott and terminating discussions altogether, (ii) attempting to negotiate an improved offer price with Elliott, or (iii) exploring the convertible preferred security proposal Elliott had previously proposed as an alternative to a sale of Gigamon. Representatives of Goldman Sachs then departed the meeting and the Board of Directors met in executive session. As part of this discussion, the Board of Directors discussed whether management’s long-term financial projections were outdated due to actual second and third quarter performance and the trend lines that such results suggested for the full year and beyond. The directors discussed the near-term challenges Gigamon was confronting in its business and operations, as well as the challenges and opportunities confronting Gigamon over the longer term. The directors noted the lack of interest in Gigamon by potential strategic buyers, which called into question some of Gigamon’s strategic opportunities and prospects. The Board of Directors also recognized that earlier valuation ranges for the Company, which had been based on the Case B projections, were materially higher than Elliott’s then current offer price and could no longer be relied upon. Accordingly, after discussion, the Board of Directors instructed management to revisit its long-term financial projections in light of the Company’s near term results and the long term trend lines suggested by those results. Pending its review of these revised forecasts, the Board of Directors also agreed to continue discussions with Elliott regarding a potential sale of Gigamon, but to seek a higher offer price. The Board of Directors determined to push for a price of at least $40 per share and authorized the Transaction Committee to work with Goldman Sachs to design a negotiation strategy seeking an offer price from Elliott at or above $40 per share.

On October 6, 2017, a representative of Elliott sent Messrs. Hooper, Mulloy and Shinn, and representatives of Goldman Sachs, an email reiterating their interest in acquiring Gigamon for $38 per share and a willingness to reconsider its convertible preferred security proposal if Elliott’s revised offer price was unacceptable to the Company.

On October 6, 2017, the Transaction Committee met and, after discussion, instructed Goldman Sachs to provide a counteroffer of $41.50 per share. Representatives of Goldman Sachs subsequently conveyed the Company’s $41.50 counteroffer to Elliott.

On October 13, 2017, the Transaction Committee met again to discuss the situation. At the request of the Transaction Committee, management and representatives of Goldman Sachs and WSGR also attended this

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meeting. Representatives of Goldman Sachs provided an update on recent calls with representatives of Elliott during which Elliott had refused to increase their offer price above $38 per share. Elliott also indicated that they required additional time to finalize their debt financing commitments. In addition, Elliott reiterated that they would need a minimum cash condition in the terms of any transaction despite Gigamon’s resistance to such a condition. The directors discussed the foregoing, including whether Elliott could actually arrange a transaction at their offer price of $38 per share in light of their delays in arranging financing. Representatives of Goldman Sachs conveyed their view that Elliott would likely be able to arrange adequate debt financing, but were unlikely to materially improve their offer price. The Transaction Committee discussed whether to terminate discussions, but determined to defer a decision to the Board of Directors meeting the following day.

On October 14, 2017, the Board of Directors met to discuss the situation. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting, with representatives of Goldman Sachs joining after the meeting had commenced. Messrs. Hooper and Jackson explained to the Board of Directors the drivers behind the disappointing third quarter performance and revised fourth quarter outlook. Mr. Jackson provided the Board of Directors with an updated draft set of Case B financial projections, which were derived by refreshing the Case B projections to reflect the actual operating results of Gigamon in the second and third quarters of 2017 without otherwise changing the long-term growth assumptions for Gigamon. The directors discussed the draft projections and expressed concern that Gigamon’s recent results in the second and third quarters of 2017 might suggest that the long-term growth assumptions reflected in the Case B projections overstate Gigamon’s likely long-term financial prospects. The Board of Directors and management discussed whether, in light of the circumstances, management should completely revisit Gigamon’s long-term financial projections to more fully take into account lower growth assumptions in light of Gigamon’s recent performance. The Board of Directors discussed the advisability and risks of doing so in the midst of ongoing transaction discussions with Elliott. Following this discussion, the Board of Directors determined that preparing completely new financial projections while negotiating with Elliott was both impracticable and inadvisable. Following this discussion, representatives of Goldman Sachs joined the meeting. The Board of Directors discussed the situation and agreed that Gigamon should remain open to a potential sale of Gigamon in light of the challenges in the business, significant investments that appeared to be necessary in order to position Gigamon for future growth opportunities, and the likely negative market reaction to Gigamon’s third quarter financial results and fourth quarter outlook. The Board of Directors also agreed, however, that the current offer price of $38 per share from Elliott needed to be improved in order for a transaction to occur, and that further, in the absence of committed debt financing, there was not yet an actionable offer from Elliott.

On October 14, 2017, representatives of Goldman Sachs, at the direction of the Board of Directors, conveyed to Elliott the Board of Director’s position that without secured financing the proposal was not actionable and the Board of Director’s expectation of a higher per share price.

On October 17, 2017, representatives of Goldman Sachs received a call from Party B inquiring as to the state of the process and asked if the Company was still tracking to the financials supplied to Party B in July 2017.

On October 18, 2017, representatives of Goldman Sachs informed Party B of third quarter performance and that the Company remained engaged in discussions with a potential buyer. Party B expressed their view that valuation would be lower than prior levels given third quarter performance and elected not to move forward given the current deal process.

On October 19, 2017, Elliott submitted a written proposal, reaffirming its $38 per share proposal. The proposal included the timeline to announce a transaction on or before the third quarter earnings call scheduled for October 26, 2017.

Later on October 19, 2017, the Transaction Committee convened to evaluate the proposal, and discussed various strategies to convince Elliott to increase their offer price. The Transaction Committee agreed to pursue a strategy with the goal of having Elliott increase their offer price to $39 per share. After the Transaction

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Committee meeting, the Board of Directors met to evaluate the proposal and instructed Mr. Mulloy to attempt to seek a higher offer price. Following the meeting, Mr. Mulloy called representatives of Elliott to seek a higher offer price and explain the business and financial rationale for doing so. Representatives of Elliott told Mr. Mulloy that Elliott would not engage in a transaction at a price above $38 per share. Later on October 19, 2017, based on instructions from members of the Board of Directors, representatives of Elliott verbally indicated to Mr. Mulloy that they were willing to increase their offer price to $38.50 as their absolute best and final offer.

Later on October 19, 2017, representatives of Goldman Sachs responded to representatives of Elliott that a $38.50 price was one that the Board of Directors might consider subject to Elliott’s agreement on several issues with the Merger Agreement and transaction structure, including removal of the minimum cash closing condition.

On October 20, 2017, the Transaction Committee met. At the request of the Transaction Committee, management and representatives of Goldman Sachs and WSGR also attended this meeting. Representatives of Goldman Sachs provided an update on recent interactions with Elliott, including the $38.50 offer made by Elliott on October 19 and Elliott’s issues regarding the Merger Agreement and transaction structure. Representatives of Goldman Sachs also noted that Elliott stated that they did not agree to these proposals, but would consider them. The Transaction Committee, after deliberation, discussed the various Merger Agreement and transaction structure issues to ensure deal certainty in the event that the Board of Directors was to accept the proposed offer. Representatives of Goldman Sachs then departed the meeting and the Transaction Committee met in executive session. The Transaction Committee also discussed Gigamon’s long-term financial projections and whether the Case C financial projections might be the best reflection of Gigamon’s long-term financial prospects. The Transaction Committee agreed that they needed Gigamon’s best estimate of Gigamon’s long-term financial outlook in order to properly assess a sale of Gigamon and Gigamon’s recent performance clearly suggested that the Case B Projections were no longer appropriate given recent performance and third quarter results. After discussion, the Transaction Committee determined that the Case C Projections appeared to reflect a better estimate of Gigamon’s long-term prospects, but would need to be assessed by the entire Board of Directors.

On October 23, 2017, management of the Company, with representatives of Goldman Sachs attending, held a due diligence session with representatives of Elliott and its potential financing sources.

On October 24, 2017 the Board of Directors met to discuss the status of the transaction. At the request of the Board of Directors, management and representatives of Goldman Sachs and WSGR also attended this meeting. The Board of Directors was given an update on the $38.50 per share proposal from Elliott, and the fact that Elliott had not yet agreed to Gigamon’s counter-proposals on non-price transaction terms. The Board of Directors determined that the $38.50 price was acceptable and that improvements needed to be made to the non-price transaction terms. Representatives of Goldman Sachs then departed the meeting and the Transaction Committee met in executive session. The Board of Directors also discussed Gigamon’s long-term financial projections. The Board of Directors agreed that they needed Gigamon’s best estimate of Gigamon’s long-term financial outlook in order to properly assess a sale of Gigamon and, after an in-depth review of Gigamon’s previous long-term financial projections of record, the Case B Projections, by management and the Board of Directors, it was determined that Gigamon’s recent performance clearly suggested that the Case B Projections over-stated Gigamon’s long-term prospects. After discussion, the Board of Directors determined that the Case C Projections appeared to reflect a better estimate of Gigamon’s long-term prospects (particularly, in view of the fact that the Company was currently performing at levels even below the Case C Projections) and agreed to use those projections for purposes of evaluating the proposed sale of Gigamon to Elliott. The Board of Directors also authorized management to instruct representatives of Goldman Sachs to use and rely on the Case C Projections in their financial analysis of Gigamon for purposes of the proposed transaction and the rendering of its fairness opinion.

Representatives of WSGR and GDC had several discussions to finalize the remaining open terms of the Merger Agreement and related agreements throughout October 25 and 26, 2017. On the minimum cash

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condition, Elliott was unwilling to remove the condition outright, but the Company was able to secure a modest reduction of the minimum cash amount.

On October 25, 2017, the Board of Directors convened in a special meeting with WSGR and Goldman Sachs present to consider the terms of the Merger Agreement. Representatives of WSGR provided a detailed outline of the material non-price terms of the transaction and highlighted the material closing conditions and other issues implicating closing risks to the transaction, including the financing arrangements and obligations of Elliott and the consequences of a failed financing. Representatives of Goldman Sachs reviewed its preliminary financial analysis of the Company.

On October 26, 2017, the Board of Directors convened in a special meeting with representatives of Goldman Sachs and WSGR present. At this meeting, the Board of Directors received a presentation from representatives of Goldman Sachs with respect to its financial analyses of Gigamon and representatives of Goldman Sachs rendered its oral opinion to the Board of Directors, subsequently confirmed in writing by delivery of a written opinion dated as of October 26, 2017, that as of the date of the opinion and based upon and subject to the factors and assumptions set forth therein, the $38.50 in cash per share price of common stock of Gigamon to be paid to the holders (other than Newco and its affiliates) of such shares pursuant to the Merger Agreement was fair from a financial point of view to the holders of such shares. The full text of the written opinion of Goldman Sachs, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex B.

After discussing potential reasons for and against the proposed transaction (see below under the heading “—Recommendation of the Board of Directors and Reasons for the Merger”), the Board of Directors unanimously determined that the Merger and the transactions contemplated by the Merger Agreement were at a price and on terms that were fair to, advisable and in the best interests of Gigamon and its stockholders, approved the Merger, Merger Agreement and the transactions contemplated by the Merger Agreement and recommended that Gigamon stockholders vote to approve the Merger Agreement at a meeting of stockholders to be called for the purpose of acting thereon.

Following the Board of Directors meeting, in the afternoon of October 26, 2017, the parties executed the Merger Agreement and related agreements in connection with the transaction. That same day, Gigamon issued a press release announcing the execution of the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Gigamon and its stockholders; and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to Gigamon’s named executive officers in connection with the Merger.

Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board of Directors consulted with Gigamon management and representatives of its financial

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advisors and outside legal counsel. In recommending that stockholders vote in favor of adoption of the Merger Agreement, the Board of Directors considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

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The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

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The foregoing discussion is not meant to be exhaustive, but summarizes many, if not all, of the material factors considered by the Board of Directors in its consideration of the Merger. After considering these and other factors, the Board of Directors concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board of Directors and the complexity of these factors, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board of Directors applied his or her own personal business judgment to the process and may have assigned different weights to different factors. The Board of Directors unanimously adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that stockholders adopt the Merger Agreement based upon the totality of the information presented to and considered by the Board of Directors.

Fairness Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its opinion to the Board of Directors that, as of October 26, 2017 and based upon and subject to the factors and assumptions set forth therein, the $38.50 in cash per share of common stock of Gigamon to be paid to the holders (other than Newco and its affiliates) of such shares pursuant to the Merger Agreement was fair from a financial point of view to the holders of such shares.

The full text of the written opinion of Goldman Sachs, dated October 26, 2017, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board of Directors in connection with its consideration of the transaction. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of common stock of Gigamon should vote with respect to the transaction or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs also held discussions with members of the senior management of Gigamon regarding their assessment of the past and current business operations, financial condition and future prospects of Gigamon; reviewed the reported price and trading activity for shares of common stock of Gigamon; compared certain financial and stock market information for Gigamon with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the network security industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Gigamon’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Gigamon’s consent that the Updated Case C Projections and the NOL Estimates were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Gigamon. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Gigamon or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transaction will be obtained without any adverse effect on the expected benefits of the transaction in any way meaningful to its analysis. Goldman Sachs has also assumed that the transaction will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Gigamon to engage in the transaction or the relative merits of the transaction as compared to any strategic alternatives that may be available to Gigamon; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $38.50 in cash per share of common stock of Gigamon to be paid to the holders (other than Newco and its affiliates) of such shares pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the transaction or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the transaction, including the fairness of the $38.50 in cash per share of common stock of Gigamon to be paid to the holders (other than Newco and its affiliates) of such shares pursuant to the Merger Agreement to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Gigamon; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Gigamon, or class of such persons in connection with the transaction, whether relative to the $38.50 in cash per share of common stock of Gigamon to be paid to the

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holders (other than Newco and its affiliates) of such shares pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary market and other conditions, as in effect on, and the information made available to it as of the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which Gigamon’s common stock will trade at any time or as to the impact of the transaction on the solvency or viability of Gigamon or Newco or the ability of Gigamon or Newco to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board of Directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 24, 2017 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis . Goldman Sachs analyzed the consideration to be paid to holders of Gigamon’s common stock pursuant to the Merger Agreement in relation to the historical trading price of such shares on certain dates. This analysis indicated that the price per share of Gigamon’s common stock to be paid to holders of such shares pursuant to the Merger Agreement represented:

Selected Companies Analysis . Goldman Sachs reviewed and compared certain financial information for Gigamon to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the growth data center infrastructure industry, growth security industry, network, test and measurement industry, and mature information technology infrastructure industry (collectively referred to in this section as the “ selected companies ”):

Growth Data Center Infrastructure

Arista Networks Inc.

F5 Networks, Inc.

Growth Security

Palo Alto Networks, Inc.

Fortinet Inc.

Imperva, Inc.

Verint Systems Inc.

FireEye, Inc.

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Network, Test and Measurement

Keysight Technologies, Inc.

Viavi Solutions Inc.

NetScout Systems, Inc.

Mature Information Technology Infrastructure

Hewlett Packard Enterprise Company

Juniper Networks, Inc.

NCR Corporation

Although none of the selected companies is directly comparable to Gigamon, the selected companies were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Gigamon.

Goldman Sachs compared the compound annual growth rate of earnings per share of Gigamon reflected in the Updated Case C Projections and the five-year compound annual growth rate of earnings per share of the selected companies and Gigamon for various periods as reported by the Institutional Brokers’ Estimates System’s (“ IBES ”). The results of these analyses are summarized in the following table:

In addition, Goldman Sachs calculated and compared various financial multiples and ratios for the selected companies using closing stock prices as of October 24, 2017 and information it obtained from SEC filings and research analyst estimates. The financial multiples and ratios for each of the selected companies were based on the most recent publicly available information. With respect to the selected companies, the financial multiples and ratios calculated by Goldman Sachs included:

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The results of these analyses are summarized in the following table:

In addition, Goldman Sachs calculated various financial multiples and ratios of Gigamon based on information it obtained from the Quarterly Report on Form 10-Q of Gigamon for the fiscal quarter ended April 1, 2017 and IBES estimates. Averages of the financial multiples and ratios were taken over the three months ended on April 28, 2017. The results of these analyses are summarized in the following table:

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected industry transactions in the networking and telecommunications technology industry since 2008 (collectively referred to in this section as the “ selected industry transactions ”):

For each of the selected industry transactions, Goldman Sachs calculated and compared various financial multiples, financial ratios and other financial information using closing stock prices and information it obtained from SEC filings and research analyst estimates, including:

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Goldman Sachs then (i) applied an illustrative range of NTM Transaction Revenue Multiples of 2.5x to 4.5x to Gigamon’s revenue in the year ended December 31, 2018, as provided in the Updated Case C Projections, to derive a range of implied enterprise values to which Goldman Sachs subtracted the net debt, as provided by the management of Gigamon, to derive a range of implied equity values that Goldman Sachs then divided by the number of fully diluted outstanding shares of Gigamon’s common stock, as provided by the management of Gigamon, to derive a range of implied equity values per share of Gigamon’s common stock of $31 to $50 when rounded to the nearest dollar and (ii) applied an illustrative range of NTM Transaction P/E Ratio of 20.0x to 40.0x to Gigamon’s earnings per share in the year ended December 31, 2018, as provided in the Updated Case C Projections, to derive a range of implied equity values of $27 to $53 per share of Gigamon’s common stock when rounded to the nearest dollar. Each of the illustrative ranges was selected by Goldman Sachs based on its professional judgment and experience, taking into consideration, among other things, the observed multiples for the selected industry transactions.

Goldman Sachs also analyzed the premia paid in transactions involving the acquisition of control of U.S. targets valued over $250 million in relation to the closing prices per share of the common stock of the target involved in such transaction on the day prior to the announcement of such transaction for the period from January 1, 2004 through September 29, 2017 as reported by Thomson Reuters (collectively referred to in this section as the “ selected premia transactions ”), noting that (i) in the 25th percentile of such transactions the acquiror paid a premium of at least 13%, (ii) in the 75th percentile of such transactions the acquiror paid a premium of at least 39%, and (iii) the median premium paid in such transactions was 30%. Goldman Sachs then applied an illustrative range of premia of 20% to 40% to the closing price of $31.70 per share of Gigamon’s common stock on April 28, 2017, to derive a range of implied per share equity values of $38 to $44 when rounded to the nearest dollar. The illustrative range was selected by Goldman Sachs based on its professional judgment and experience, taking into consideration, among other things, the observed multiples for the selected premia transactions.

While none of the companies that participated in the selected industry transactions and selected premia transactions are directly comparable to Gigamon, the companies that participated in the selected industry transactions and selected premia transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Gigamon’s operating results and industry.

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Illustrative Present Value of Future Share Price Analysis . Goldman Sachs performed an illustrative analysis of the implied present value of the future value per share of Gigamon’s common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated future earnings and its assumed price to future earnings per share multiple. Goldman Sachs first calculated the implied values per share of Gigamon’s common stock as of the fiscal years ended December 31, 2018, 2019 and 2020, respectively, by applying the next twelve months’ price-to-earnings per share ratios of 17.5x to 25.0x to earnings per share estimates for Gigamon for each of the fiscal years 2019 to 2021 as provided in the Updated Case C Projections, and then discounting such implied values back to implied present values as of October 24, 2017, using an illustrative discount rate of 16.5%, reflecting an estimate of Gigamon’s cost of equity. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the current and historical price-to-earnings multiples for the Gigamon and the selected companies. Goldman Sachs derived such range of discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for Gigamon, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $22 to $40 per share of Gigamon’s common stock when rounded to the nearest dollar.

Illustrative Discounted Cash Flow Analysis . Using the Updated Case C Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Gigamon. Using discount rates ranging from 16.5% to 18.5%, reflecting estimates of Gigamon’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2017 (i) estimates of unlevered free cash flow for Gigamon for the fourth quarter of 2017, and then annually through 2026 as reflected in the Updated Case C Projections and (ii) a range of illustrative terminal values for Gigamon, which were calculated by applying perpetuity growth rates ranging from 3.0% to 6.0%, to a terminal year estimate of the free cash flow to be generated by Gigamon, as reflected in the Updated Case C Projections. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Gigamon, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Updated Case C Projections and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived ranges of illustrative enterprise values for Gigamon by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Gigamon the net debt of Gigamon, as provided by the management of Gigamon. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Gigamon, as provided by the management of Gigamon, to derive a range of illustrative present values per share ranging from $22 to $27 when rounded to the nearest dollar.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Gigamon or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of providing its opinion to the Board of Directors as to the fairness from a financial point of view of the $38.50 in cash per share of common stock of Gigamon to be paid to the holders (other than Newco and its affiliates) of such shares pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual

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future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Gigamon, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between Gigamon and Newco and was approved by the Board of Directors. Goldman Sachs provided advice to Gigamon during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Gigamon or the Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

As described above, Goldman Sachs’ opinion to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Gigamon, Newco, any of their respective affiliates and third parties, including Evergreen Coast Capital Corporation (“ Evergreen ”) and Elliott, each an affiliate of Newco, or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement for the accounts of Goldman Sachs and its affiliates and employees and their customers. Goldman Sachs acted as financial advisor to Gigamon in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement. During the two year period ended October 26, 2017, the Investment Banking Division of Goldman Sachs has not been engaged by Gigamon or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has received compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to affiliates of Elliott from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as lead arranger in connection with the term loan facility (aggregate principal amount $650 million) provided to Peabody Energy Corporation, which may be deemed an affiliate of Elliott for purposes of the Securities Act of 1933, in August 2017. During the two year period ended October 26, 2017, the Investment Banking Division of Goldman Sachs has not been engaged by Elliott, Evergreen or their respective subsidiaries to provide financial advisory or underwriting services for which Goldman Sachs has received compensation. During such two year period, Goldman Sachs has received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division directly to Elliott’s affiliates (which may include companies that are not controlled by Elliott) of approximately $1.5 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Gigamon, Newco, and their respective affiliates, including Evergreen, Elliott and its and their affiliates and portfolio companies, for which its Investment Banking Division may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Evergreen and its affiliates from time to time and may have invested in limited partnership units of affiliates of Evergreen from time to time and may do so in the future.

The Board of Directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transaction. Pursuant to a letter agreement dated June 7, 2017, Gigamon engaged Goldman Sachs to act as its financial advisor in connection with the transaction. The engagement letter between Gigamon and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $19.0 million, approximately $4.0 million of which became payable at or prior

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to announcement of the transaction, and the reminder of which is contingent upon consummation of the transaction. In addition, Gigamon has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Management Projections

Gigamon does not, as a matter of course, publicly disclose projections as to its future financial performance. However, at the commencement of the comprehensive strategic and financial review process as described in this proxy statement, management prepared three sets of financial projections for the remainder of 2017 and calendar years 2018-2026 (the “ Preliminary Projections ”), consisting of a set of projections reflecting higher projected performance of the Company’s business (the “ Case A Projections ”), a set of projections reflecting a midlevel performance of the Company’s business (the “ Case B Projections ”) and a set of projections reflecting a lower projected performance of the Company’s business (the “ Case C Projections ”). The Case B Projections assumed that Gigamon would achieve revenue growth of approximately 30% starting in 2018, tapering to 7% by 2026. The revenue growth in the Case B Projections was derived, in part, from Gigamon’s 2017 goal of reaching $105 million in bookings in the third quarter of 2017 (“ Q3 2017 ”). The Case A Projections reflected higher revenue growth rates relative to the Case B Projections, while maintaining margins comparable to the Case B Projections. The Case C Projections reflected lower revenue growth rates relative to the Case B Projections, while maintaining margins comparable to the Case B Projections.

After reviewing all three sets of financial projections, the Board of Directors determined at its July 7, 2017 meeting that the Case B Projections were the appropriate set of financial projections to make available to participants in the strategic and financial review process in connection with their due diligence review and therefore approved directing Goldman Sachs to focus on the Case B Projections in performing its preliminary financial analyses. A summary of the three sets Preliminary Projections are set forth below:

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In late September and early October, 2017, after consultation with the Board of Directors, management determined that the Q3 2017 bookings goal underlying the Case B Projections was no longer realistic in light of actual third quarter 2017 performance, and that the financial projections for use by Elliott in connection with their valuation of Gigamon and the financial projections for use by Goldman Sachs in performing their financial analyses should be revised to take into account the newly available information regarding the second quarter of 2017 (“ Q2 2017 ”) and Q3 2017 and outlook for the fourth quarter of 2017 (“ Q4 2017 ”). After further consideration of the Preliminary Projections and after consultation with the Board of Directors, management determined that the Case C Projections, with adjustments to take into account the actual results of Q2 2017 and Q3 2017 and the revised outlook for Q4 2017, should be the revised financial projections (the “ Updated Case C Projections ”) as the most likely standalone financial forecast of Gigamon’s business. The Board of Directors therefore approved sharing the Updated Case C Projections with Elliott. The Board of Directors also approved directing Goldman Sachs to use, and authorizing Goldman Sachs to rely on, the Updated Case C Projections in performing its financial analysis summarized under “—Opinion of Goldman Sachs & Co. LLC.” The Updated Case C Projections were the only financial forecasts with respect to Gigamon used by Goldman Sachs in performing such financial analysis. A summary of the Updated Case C Projections is set forth below:

The Preliminary Projections and the Updated Case C Projections (together, the “ Management Projections ”) were not prepared with a view to public disclosure and are included in this proxy statement only because the Case B Projections were made available to participants in the strategic and financial review process in connection with their due diligence review of Gigamon, the Case B Projections and, subsequently the Updated Case C Projections were made available to Elliott in connection with its due diligence review of Gigamon, and the Management Projections were made available to Goldman Sachs in its capacity as financial advisor to Gigamon. The Management Projections were not prepared with a view to compliance with (1) GAAP, (2) the published guidelines of the SEC regarding projections and forward-looking statements; or (3) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Management Projections included in this proxy statement have been prepared by, and are the responsibility of, Gigamon management. PricewaterhouseCoopers LLP, our independent registered public accounting firm, has neither audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to the Company’s historical financial information. It does not extend to the prospective financial information and should not be read to do so.

Although a summary of the Management Projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by Gigamon management that they believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to Gigamon management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and

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cause the Management Projections not to be achieved include general economic conditions, Gigamon’s ability to achieve forecasted sales, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and changes in tax laws. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The Management Projections cover multiple years, and such information by its nature becomes less reliable with each successive year. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Board of Directors, Gigamon, Goldman Sachs or any of their respective affiliates or representatives or any other recipient of this information considered, or now considers, the Management Projections to be predictive of actual future results. The summary of the Management Projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the proposal to adopt the Merger Agreement or any of the other proposals to be voted on at the Special Meeting. We do not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error or no longer appropriate. In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue, if any, reliance on the projections included in this proxy statement .

The Management Projections and the accompanying tables contain certain non-GAAP financial measures, including non-GAAP bookings, non-GAAP revenue, non-GAAP gross profit, non-GAAP net income, non-GAAP EBITDA and non-GAAP unlevered free cash flow which Gigamon believes are helpful in understanding its past financial performance and future results. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with Gigamon’s consolidated financial statements prepared in accordance with GAAP. Gigamon’s management regularly uses Gigamon’s supplemental non-GAAP financial measures internally to understand and manage the business and forecast future periods.

As referred to below, EBITDA is a financial measure commonly used in our industry but is not defined under GAAP. EBITDA represents income before interest, income taxes, depreciation and amortization. We believe that EBITDA is a performance measure that provides securities analysts, investors and other interested parties with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies in our industry. We further believe that EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an EBITDA measure when reporting their results. We believe that EBITDA facilitates company-to-company operating performance comparisons by adjusting for potential differences caused by variations in capital structures (affecting net interest expense), taxation (such as the impact of differences in effective tax rates or net operating losses), and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. EBITDA has limitations relative to net income, its most comparable GAAP financial measure, including that it is not necessarily comparable to other similarly titled financial measures of other companies due to the potential inconsistencies in the method of calculation.

The Management Projections are forward-looking statements. For information on factors that may cause Gigamon’s future results to materially vary, see the information under the section captioned “Forward-Looking Statements.”

As noted above, the projections set forth above reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to our business, all of which are difficult to predict and many of which are beyond our control.

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Interests of Gigamon’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders.

Arrangements with Newco

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Newco or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the closing of the Merger (but not prior to Gigamon and Elliott arriving at the $38.50 Merger Consideration), certain of our executive officers may have discussions, or may enter into agreements with, Newco or Merger Sub or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Insurance and Indemnification of Directors and Executive Officers

The Surviving Corporation and its subsidiaries will honor and fulfill in all respects the obligations of the Company and its subsidiaries under any indemnification agreements between the Company or any of its subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its subsidiaries prior to the Effective Time. Newco will cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and advancement of expenses that are at least as favorable to the current or former directors and officers of Gigamon and its subsidiaries as those set forth in Gigamon’s and its subsidiaries’ organizational documents as of the date of the Merger Agreement. The Surviving Corporation and its subsidiaries will not, for a period of six years from the Effective Time, amend, repeal or otherwise modify these provisions in the organizational documents in any manner that would adversely affect the rights of the current or former directors and officers of Gigamon and its subsidiaries except as required by law.

The Merger Agreement also provides that prior to the Effective Time, Gigamon may after reasonable consultation with Newco, and at the request of Newco it must, purchase a six year prepaid “tail” policy of officers and directors liability insurance. The “tail” policy will cover claims arising from acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated in the Merger Agreement. If Gigamon does not purchase a “tail” policy prior to the Effective Time, for at least six years after the Effective Time, Newco will cause the Surviving Corporation and its other subsidiaries to maintain in full force and effect, the existing directors’ and officers’ liability insurance maintained by Gigamon as of the date of the Merger Agreement on terms with respect to the coverage and amount that are equivalent to those of such existing insurance. The obligation of Newco or the Surviving Corporation, as applicable, is subject to an annual premium cap of 250% of the aggregate annual premiums currently paid by Gigamon for such coverage for its last full fiscal year. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

Treatment of Equity-Based Awards

Treatment of Stock Options

As of November 15, 2017, there were 1,106,729 outstanding stock options with an exercise price less than $38.50 per share, of which 883,143 were held by our directors and executive officers. As of the Effective Time,

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each outstanding option to purchase shares of common stock, whether or not vested, will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of outstanding shares of common stock subject to such option as of immediately prior to the Effective Time; and (2) the amount, if any, by which $38.50 exceeds the exercise price per share of common stock underlying such stock option. Each option with an exercise price per share equal to or greater than $38.50 per share will be cancelled without consideration.

Treatment of Restricted Stock

As of November 15, 2017, there were 253,621 outstanding unvested shares of restricted common stock, of which 232,633 were held by our directors and executive officers. As of the Effective Time, each outstanding unvested share of restricted common stock, except as noted below with respect to unvested restricted stock subject to performance-based vesting conditions, will be converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to $38.50. For any award of unvested restricted stock with performance-based vesting conditions, the number of shares underlying the award that will vest and be cancelled and converted into the right to receive the Merger Consideration will be determined based on actual achievement of the performance goals that apply to the award. Any unearned portion of such performance-based restricted stock will be cancelled without consideration.

Treatment of Restricted Stock Units

As of November 15, 2017, there were 2,426,879 outstanding Restricted Stock Units, of which 312,849 were held by our directors and executive officers. As of the Effective Time, each award of Restricted Stock Units, whether or not vested, will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of shares of common stock subject to such award of Restricted Stock Units as of immediately prior to the Effective Time; and (2) $38.50. For Performance Restricted Stock Units, the number of shares underlying the award will be determined based on actual achievement of the performance goals that apply to the award. Any unearned portion of such Performance Restricted Stock Units will be cancelled without consideration.

Treatment of Purchase Rights under the Employee Stock Purchase Plan

Until its termination immediately prior to the Effective Time, the ESPP will continue to operate according to its terms, except that commencing on the date of the Merger Agreement, ESPP participants (and those eligible to participate) will not be permitted to increase the rate of payroll contributions, commence new contributions, or make separate non-payroll contributions to the ESPP. The ESPP will be terminated prior to the Effective Time, with all then-outstanding purchase rights under the ESPP automatically exercised immediately prior to such termination. All shares of common stock purchased under the ESPP that remain outstanding as of immediately prior to the Effective Time will be cancelled at the Effective Time and converted into the right to receive the Merger Consideration.

Payments Upon Termination Following Change-in-Control

Change in Control Severance Agreements

We entered into change in control severance agreements with Messrs. Hooper, Jackson, Merchant, Sambandan, Barker, Shinn, and Wilke that provide for the severance compensation described below. We entered into a transition agreement with Mr. Wilke that supersedes his control severance agreement, as described below.

Upon a termination of employment without cause or resignation for good reason (as such terms are defined in the agreements), in each case within twelve months following the Effective Time, the executive will receive

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(1) a lump-sum cash severance payment equal to six months (12 months in the case of Messrs. Hooper and Barker) of his base salary and (2) reimbursement for COBRA premiums for up to six months (12 months in the case of Messrs. Hooper and Barker).

Each executive’s agreement requires the executive to sign and not revoke a general release of claims in favor of us and comply with the terms of any confidential information and invention assignment agreement between the executive and us as a condition of receiving the severance and equity acceleration benefits described above.

Each executive’s agreement also provides that in the event any amounts in the agreement or otherwise payable to the executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and could be subject to the related excise tax, the executive would be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to an excise tax, whichever results in the greater amount of after-tax benefits to the executive.

“Cause” for purposes of each executive’s change in control severance agreements means the occurrence of any of the following events, as determined in good faith by the Board of Directors: (i) the executive’s gross negligence or willful misconduct in the performance of duties (such as the executive’s willful violation of any Gigamon policy), where such negligence, misconduct, or violation has resulted or is likely to result in substantial and material damage to us or any of our subsidiaries or successors; (ii) the executive’s repeated or unjustified absence; (iii) the executive’s commission of any act of fraud, embezzlement, or professional dishonesty with respect to us; (iv) the executive’s conviction of any felony or crime involving moral turpitude which causes material harm to our standing and reputation; or (v) the executive’s incurable material breach of any written agreement the executive has with us.

“Good reason” for purposes of each executive’s change in control severance agreements means the executive’s termination of employment within 30 days following the expiration of any cure period (discussed below) following the occurrence, without executive’s consent, of one or more of the following: (1) a material reduction of the executive’s position, duties, authority, or responsibilities, relative to the executive’s, position, duties, authority, or responsibilities in effect immediately prior to such reduction (unless executive is reporting to the comparable officer position of the parent corporation in a group of controlled corporations following a change in control); (2) a material reduction in executive’s base salary other than a reduction by us with respect to all executives as part of a general readjustment of their compensation levels; (3) a material reduction in kind or level of benefits to which the executive is entitled immediately prior to such change with the result that the executive’s overall benefits package is materially reduced unless it is part of a Gigamon-wide change of the same percentage, or (4) relocation of the executive’s principal place of employment by more than 50 miles from the executive’s then-current location of employment, without the executive’s prior written consent. The executive will not resign for good reason without first providing Gigamon with written notice within 90 days of the event that the executive believes constitutes “good reason” specifically identifying the acts or omissions constituting the grounds for good reason and a cure period of 30 days following the date of such notice.

Transition Agreement With Helmut Wilke

We entered into a transition agreement with Mr. Wilke that supersedes his control severance agreement and provides for the severance compensation described below.

Under Mr. Wilke’s transition agreement, if he remains employed with us through December 31, 2017, or before that date, his employment with us is terminated without cause or he resigns for good reason (as such terms are defined in his change in control severance agreement), he will receive (1) a lump-sum cash severance payment equal to six months of his base salary and (2) reimbursement for COBRA premiums for up to six months (which are the same benefits he would have received under his change in control severance agreement

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upon a qualifying termination of his employment in connection with a change in control), subject to him signing and not revoking a supplemental general release of claims in favor of us.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation.

The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger is consummated on November 15, 2017, and that the employment of each of the named executive officers was terminated other than for cause or the named executive officer resigned for good reason, in each case on that date. Gigamon’s named executive officers will not receive pension, non-qualified deferred compensation, tax reimbursement or other benefits in connection with the Merger.

Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger will differ, and may differ substantially, from the amounts set forth below.

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Equity Interests of Gigamon’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards that are in-the-money and are currently held by each of Gigamon’s executive officers and non-employee directors, in each case that either are currently vested or that will vest in connection with the Merger, assuming that the Effective Time occurs on November 15, 2017. The table also sets forth the values of these shares and equity awards based on the $38.50 Merger Consideration (minus the applicable exercise price for the in-the-money options). No new shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.