This excerpt taken from the NTCT 8-K filed Nov 7, 2007.


Section 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings:

Action”: Any action, suit, arbitration, inquiry, proceeding or investigation by or before any governmental entity.

Acquisition Closing Date”: The “Closing Date” as defined in the Agreement and Plan of Merger, dated as of September 19, 2007, by and among the Company, Bradley Merger Sub LLC, Network General Corporation and Network General Central Corporation, as such agreement was amended on October 1, 2007 and is amended, modified or supplemented from time to time in accordance with the terms thereof.

business day”: A day other than a Saturday, Sunday, federal or Massachusetts or California or New York state holiday, or other day on which commercial banks in Massachusetts or California or New York are authorized or required by law to close.

Exchange Act”: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Holder”: Any holder of Registrable Securities (including any direct or indirect transferee of the Initial Holders) who agrees in writing to be bound by the provisions of this Agreement and, in the case of Holders other than the Initial Holders, specifies in such writing the address and facsimile number at which notices may be given pursuant to this Agreement and delivers a copy of such writing to the Company.

Indenture”: The Indenture, dated as of November 1, 2007, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

Person”: Any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, enterprise or government or any department or agency thereof.

Prior Shelf Registration Statement”: The collective reference to the Company’s Registration Statement on Form S-3, File No. 333-145047, and any registration statement filed pursuant to Rule 462(b) of the Securities Act with respect thereto.

Registrable Securities”: Each of (a) the Notes and (b) any securities issued in or upon exchange or replacement of any Registrable Securities. Any particular Registrable Securities that are issued shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) such securities are eligible for transfer to the public pursuant to Rule 144(k) (or any similar provisions then in effect) under the Securities Act or (iv) such securities shall have ceased to be outstanding.

Registration Date”: May 18, 2008.

Registration Default”: Any of the following events: (i) the applicable registration statement is not declared effective by the SEC on or prior to the date which is the 90 days after the date it would be required to be initially filed with the SEC pursuant to this Agreement or (ii) the applicable registration statement is declared effective but thereafter ceases to be effective or usable, other than as part of a permitted Suspension Period, for in excess of an aggregate of 60 days in any twelve-month period, in connection with the resales of Registrable Securities that are required by this Agreement to be covered by such registration statement.

Registration Default Date”: (i) In the case of a Registration Default described by clause (i) of the definition thereof, the 90th day after the date that the Company learned that is was required to file a registration statement pursuant to this Agreement, or (ii) in the case of a Registration Default described by clause (ii) of the definition thereof, the 60th day in any twelve-month period in which the applicable registration statement is not effective or is not usable as contemplated by such clause (ii).



Registration Expenses”: Any and all expenses incident to performance of or compliance with this Agreement, including, without limitation, (i) all SEC and stock exchange or National Association of Securities Dealers, Inc. (the “NASD”) registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the NASD Manual, and of its counsel), (ii) all reasonable fees and expenses of complying with securities or blue sky laws (including fees and disbursements of one counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities market or exchange and all rating agency fees, (v) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or comfort letters required by or incident to such performance and compliance, (vi) the reasonable fees and disbursements of one counsel selected pursuant to Section 6.1 hereof by the Holders of the Registrable Securities being registered to represent such Holders in connection with each such registration; provided, however, that such fees and disbursements do not exceed $60,000 in connection with such registration (in which case, such excess shall not be deemed a “Registration Expense”), (vii) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, but excluding underwriting discounts and commissions and transfer taxes, if any, (viii) any fees charged by rating agencies for rating the Registrable Securities; and (ix) reasonable fees and expenses incurred by the Company or the Holders participating in such registration in connection with any “road show”, including travel and accommodations.

Securities Act”: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

SEC”: The Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act and other federal securities laws.

SLP Holders”: Each of the Initial SLP Holders and any other Holder to whom an Initial SLP Holder has in accordance with Section 7.2 assigned rights to under this Agreement.

TIA”: Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA.

TPG Holders”: Each of the Initial TPG Holders and any other Holder to whom an Initial TPG Holder has in accordance with Section 7.2 assigned rights to under this Agreement.


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