AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 17th, 2007 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of October 11, 2007 by and among NetScout Systems, Inc., a Delaware corporation (“NetScout”), Bradley Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Network General Central Corporation, a Delaware corporation (“NetGen”), Network General Corporation, a Delaware corporation (“NetGen Opco”), 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 a representative of the stockholders of NetGen (each, in such capacity, a “Stockholders Representative”), and this Amendment amends that certain Agreement and Plan of Merger dated as of September 19, 2007 by and among NetScout, Merger Sub, NetGen, NetGen Opco and the Stockholders Representatives, as amended on October 1, 2007 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings as
