NETSCOUT SYSTEMS, INC. AND THE OTHER PARTIES HERETO STOCKHOLDERS AGREEMENT September 19, 2007Stockholders Agreement • September 25th, 2007 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
This STOCKHOLDERS AGREEMENT, dated as of September 19, 2007 (this “Agreement”), is entered into among NetScout Systems, Inc. (the “Company”), and the undersigned Persons who are, or who are to become, stockholders of the Company. Each of such Persons, other than the Company are sometimes referred to individually as a “Stockholder” and together as the “Stockholders.”
Re: Project CavalryLetter Agreement • September 25th, 2007 • Netscout Systems Inc • Services-computer integrated systems design • New York
This letter agreement (together with all annexes hereto, this “Letter Agreement”) will confirm the understanding and agreement between NetScout Systems, Inc. (the “Company”), Silver Lake Partners, L.P. (“SLP”), Silver Lake Investors, L.P. (“SLI”), Silver Lake Technology Investors, L.L.C. (“SLTI,” and together with SLP and SLI, the “SLP Parties”), TPG Starburst III, LLC (“TPG III”), TPG Starburst VI, LLC (“TPG IV”) and T3 Starburst II, LLC (“TPG II,” and together with TPG III and TPG IV, the “TPG Parties” and, together with the SLP Parties, the “Sponsors”) in connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among the Company, NS Merger Sub LLC, Network General Corporation (“NetGen”) and Network General Central Corporation.
NETSCOUT SYSTEMS, INC. BRADLEY MERGER SUB LLC NETWORK GENERAL CENTRAL CORPORATION NETWORK GENERAL CORPORATION AND SILVER LAKE PARTNERS, L.P. AND TPG STARBURST IV, LLC, EACH AS STOCKHOLDERS REPRESENTATIVES AGREEMENT AND PLAN OF MERGER September 19, 2007Agreement and Plan of Merger • September 25th, 2007 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated September 19, 2007, among NetScout Systems, Inc., a Delaware corporation (“NetScout”), Bradley Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of NetScout (“Merger Sub”), Network General Central Corporation, a Delaware corporation (“NetGen”), Network General Corporation, a Delaware corporation (“NetGen Opco” and together with NetGen, the “Seller Parties”) and Silver Lake Partners, L.P., a Delaware limited partnership, and TPG Starburst IV, LLC, a Delaware limited liability company, in each case solely in its capacity as the representative for the stockholders of NetGen as further provided herein (in such capacity, a “Stockholders Representative”).
