SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No.     )*

NETSCOUT SYSTEMS, INC.

(Name of Issuer)

Common Stock, $.001 Par Value

(Title of Class of Securities)

64115T104

(CUSIP Number)

Danaher Corporation

2200 Pennsylvania Ave., NW - Suite 800W

Washington, DC 20037-1701

Attn: Attila Bodi

(202) 825-0850

Copies to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Attn: Joseph A. Coco, Esq.

Thomas W. Greenberg, Esq.

(212) 735-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 12, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 746927102

1	NAME OF REPORTING PERSON –I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Danaher Corporation 59-1995548
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,174,819(1)
		8	SHARED VOTING POWER 2,248,226(2)
		9	SOLE DISPOSITIVE POWER 1,174,819(1)
		10	SHARED DISPOSITIVE POWER 2,248,226(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,423,045(3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%(3)
14	TYPE OF REPORTING PERSON CO

⁽¹⁾  Sole beneficial ownership of approximately 2.9% of the outstanding Shares (as defined below) is being reported hereunder based on Danaher Corporation’s (“Danaher”) ownership of such Shares prior to its entry into the transactions described in this Schedule 13D.

⁽²⁾  Shared beneficial ownership of approximately 5.5% of outstanding Shares is being reported hereunder solely because Danaher may be deemed to have beneficial ownership of such Shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Danaher that it is the beneficial owner of such Shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

⁽³⁾  The calculation of the approximately 8.3% beneficial ownership is based on (i) the aggregate of 3,423,045 Shares that may be deemed to be beneficially owned by Danaher and (ii) the 41,181,526 Shares outstanding as of October 10, 2014 (as represented by NetScout Systems, Inc. in the Merger Agreement referred to in this Schedule 13D).

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SCHEDULE 13D

Introductory Note

This Schedule 13D (this “Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) by Danaher Corporation, a Delaware corporation (“Danaher”), in connection with its entry into a voting agreement, dated as of October 12, 2014 (the “Voting Agreement”), by and between Danaher and Anil Singhal (the “Stockholder”). The Voting Agreement was entered into in connection with the execution of an Agreement and Plan of Merger and Reorganization, dated as of October 12, 2014 (the “Merger Agreement”), by and among Danaher, NetScout Systems, Inc. (“NetScout”), Potomac Holding LLC, a Delaware limited liability company and a wholly owned subsidiary of Danaher (“Newco”), RS Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of NetScout (“Merger Sub”), and RS Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of NetScout (“Merger Sub II” and, together with Merger Sub, the “Merger Subs”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Newco (the “First Merger”), with Newco continuing as the surviving entity and, following the First Merger, the surviving entity shall be merged with and into Merger Sub II (“Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving entity.

Prior to the Mergers and pursuant to a Separation and Distribution Agreement (the “Distribution Agreement”), dated as of October 12, 2014, by and among Danaher, Newco and NetScout, Danaher will, among other actions, transfer certain assets and liabilities comprising its Communications Business (as defined in the Merger Agreement) to Newco and, thereafter, Danaher will distribute to Danaher stockholders all of the issued and outstanding shares of Newco (the “Distribution”).

Item 1. Security and Issuer

The name of the issuer is NetScout Systems, Inc. The principal executive offices of NetScout are located at 310 Littleton Road, Westford, MA 01886, United States. This Statement relates to the common stock, par value $.001 per share, of NetScout (the “Shares”).

Item 2. Identity and Background

(a) – (c), (f) This Statement is being filed by Danaher.

Danaher is a corporation organized under the laws of the state of Delaware. Danaher is a publicly listed company that engages in the design, manufacture and marketing of professional, medical, industrial, commercial and consumer products. The address of the principal executive offices of Danaher is 2200 Pennsylvania Avenue, NW-Suite 800W, Washington, DC 20037-1701.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Person are set forth on Schedule A hereto and are incorporated herein by reference.

(d) – (e) During the last five years, the Reporting Person has not and, to the best knowledge of the Reporting Person, none of the persons listed on Schedule A hereto has, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

As more fully described in Item 4 hereof, as an inducement for Danaher to enter into the Merger Agreement, and in consideration thereof, the Stockholder entered into the Voting Agreement with Danaher pursuant to which the Stockholder agreed to vote all of his Shares (“Voting Agreement Shares”) in favor of the approval of the issuance of Shares pursuant to the First Merger (such transactions, together with any other transaction contemplated by the Merger Agreement, the “Transaction”). The Voting Agreement Shares have not been purchased by Danaher, and thus no funds have been used for such purpose. Other than the consideration to be paid by Danaher pursuant to the Merger Agreement in accordance with the terms and conditions of the Merger Agreement, Danaher has paid no funds or other consideration in connection with the execution and delivery of the Voting Agreement. For a description of the Voting Agreement and the Merger Agreement, see Item 4 below, which description is incorporated by reference in response to this Item 3.

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Between July 2013 and October 2013, Danaher purchased an aggregate of 1,174,819 Shares in open market transactions (the “Purchased Shares”). All such purchases of the Purchased Shares were made using Danaher’s cash on hand.

Item 4. Purpose of the Transaction

(a) – (j)

Merger Agreement

As set forth in the Introductory Note, on October 12, 2014, NetScout, Danaher, Newco and Merger Subs entered into the Merger Agreement (attached hereto as Exhibit 99.2 and incorporated by reference herein). The Merger Agreement provides, following the Distribution, for the merger of Merger Sub I with and into Newco, with Newco surviving the First Merger as the surviving entity, and the merger of the First Merger surviving entity with and into Merger Sub II, with Merger Sub II as the surviving entity, on the terms and subject to the conditions set forth in the Merger Agreement.

The consummation of the First Merger is subject to various customary closing conditions, including, among other things, (i) the accuracy of Danaher’s and NetScout’s representations and warranties, (ii) compliance by Danaher and NetScout with certain covenants in the Merger Agreement, (iii) effectiveness of the registration statements to be filed with the Securities and Exchange Commission to register the Newco common units and the Shares to be issued to Danaher’s stockholders in the Transaction, (iv) approval of NetScout’s stockholders of the issuance of the Shares in the First Merger, (v) completion of the transactions contemplated by the Distribution Agreement, (vi) no material adverse effect having occurred with respect to either NetScout or the Communications Business (as defined in the Merger Agreement), (vii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, (viii) the absence of any law or order from any court or governmental authority restraining, enjoining or prohibiting the transactions contemplated by the Merger Agreement, (ix) receipt of certain rulings from the Internal Revenue Service and (x) receipt of certain tax opinions from tax counsel to Danaher.

Upon consummation of the First Merger, the shares of Newco will be converted into the right to receive Shares of NetScout Common Stock based on the Per Share Merger Consideration (as defined in the Merger Agreement). The Previously Purchased Shares will remain outstanding following the Mergers.

Pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement, upon consummation of the Mergers, NetScout will increase the size of its Board of Directors (the “NetScout Board”) by one member, and that one individual selected by Danaher will be appointed to the NetScout Board. In accordance with the terms and conditions of the Merger Agreement, this individual will also be nominated for re-election to the NetScout Board at the expiration of such director’s initial term.

Pursuant to the terms of the Merger Agreement, neither Danaher nor NetScout will solicit alternative acquisition proposals or provide information to or engage in discussions with third parties, except in limited circumstances as provided therein.

Voting Agreement

As an inducement for Danaher to enter into the Merger Agreement, and in consideration thereof, the Stockholder entered into the Voting Agreement (attached hereto as Exhibit 99.1 and incorporated by reference herein). Pursuant to the Voting Agreement, the Stockholder has agreed, subject to the termination of its Voting Agreement, at any meeting of the stockholders of NetScout, however called, or at any adjournment or postponement thereof, or on any written consent of the stockholders of NetScout, to vote (or cause to be voted or consented) all of the Stockholder’s Shares: (a) in favor of the approval of the issuance of shares of NetScout Common Stock pursuant to the First Merger and any related proposals in furtherance thereof; and (b) against the following actions (other than the Mergers and the transactions contemplated by the Merger Agreement): (i) any Acquisition Proposal (as defined in the Merger Agreement); (ii) any merger, tender offer, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions of NetScout or any of its

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Subsidiaries; (iii) any amendment of NetScout’s certificate of incorporation; or (iv) any other action, proposal, transaction or agreement involving NetScout that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement), including the Mergers. In addition, the Stockholder granted certain officers of Danaher a limited proxy to vote the Stockholder’s Shares in accordance with the foregoing voting commitment.

The Stockholder has also agreed, among other things, subject to certain exceptions (including transfers to any person that agrees in writing to be bound by the terms of the Voting Agreement: not to (i) directly or indirectly, sell, transfer (except as may be specifically required by court order), pledge, encumber, hypothecate, assign or otherwise dispose of, by tendering into any tender or exchange offer, by operation of law or otherwise), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, pledge, encumbrance, hypothecation assignment or similar disposition of, the Subject Shares; (ii) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of the Stockholder’s Shares that could reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Mergers, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or the Voting Agreement; or (iii) deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares.

The Voting Agreement and the limited proxy granted thereunder will terminate upon the earliest of (i) the effective time of the First Merger and (ii) the termination of the Merger Agreement.

Pursuant to a confidentiality agreement between Danaher and NetScout entered into in connection with such parties’ negotiation of the Merger Agreement, Danaher is subject to a “standstill” provision that, subject to certain exceptions, prohibits the acquisition by Danaher of more than 1% of any securities of NetScout prior to July 29, 2015.

In connection with the execution of the Merger Agreement, Steven M. Rales, Chairman of the Board of Directors of Danaher, and Mitchell P. Rales, Chairman of the Executive Committee of Danaher, delivered separate letters to NetScout, in which they each agreed, in the event that the Distribution is effected as a split-off, not to exchange more than the number of shares of Danaher common stock in an exchange offer for Shares that would result in his receiving more than 5% of the issued and outstanding Shares after giving effect to the closing under the Merger Agreement.

The cover page of this Schedule 13D refers to (i) 2,248,226 Shares beneficially owned by Danaher with shared voting power and shared dispositive power (i.e., the Shares held by the Stockholder subject to the Voting Agreement) and (ii) 1,174,819 Shares beneficially owned by Danaher with sole voting power and sole dispositive power, representing approximately 5.5% and 2.9% respectively of the total outstanding Shares based on 41,181,526 Shares reported outstanding as of October 10, 2014 (as represented by NetScout in the Merger Agreement). However, subject to any applicable contractual or legal restrictions, Danaher reserves the right to acquire or dispose of Shares. Accordingly, the foregoing percentages and numbers of Shares may change.

The references to, and descriptions of, the Merger Agreement and the Voting Agreement are not intended to be complete and are qualified in their entirety by reference to the Merger Agreement and the Voting Agreement, copies of which are filed as Exhibits hereto and which are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

(a) As a result of entering into the Voting Agreement, Danaher may be deemed to have beneficial ownership of 2,248,226 Shares, constituting approximately 5.5% of the 41,181,526 Shares outstanding as of October 10, 2014 (as represented by NetScout in the Merger Agreement). Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by Danaher that it is the beneficial owner of such Shares for purposes of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. In addition, Danaher has sole beneficial ownership of 1,174,819 Shares, constituting approximately 2.9% of the 41,181,526 Shares outstanding as of October 10, 2014 (as represented by NetScout in the Merger Agreement). To Danaher’s knowledge, no Shares are beneficially owned by any of the persons listed on Schedule A.

(b) As a result of entering into the Voting Agreement, in addition to the 1,174,819 Shares with respect to which Danaher has sole voting power, Danaher may be deemed to have shared power to vote 2,248,226 Shares held by the Stockholder.

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(c) Except for the Voting Agreement, the Merger Agreement and the transactions contemplated by those agreements, neither Danaher nor, to Danaher’s knowledge, any person named on Schedule A has effected any transaction in the Shares during the past 60 days.

(d) To Danaher’s knowledge, no person has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares, other than the Stockholder.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described in Items 3, 4 and 5, which descriptions are incorporated herein by reference in response to this Item 6, to Danaher’s knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among any of the persons named in Item 2 or listed on Schedule A hereto, and between such persons and any person, with respect to any securities of NetScout, including but not limited to the transfer or voting of any of the securities of NetScout, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of NetScout.

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description of Exhibits
99.1	Voting Agreement, dated as of October 12, 2014, by and between Danaher Corporation and Anil Singhal.
99.2	Agreement and Plan of Merger and Reorganization, dated as of October 12, 2014, by and among Danaher Corporation, NetScout Systems, Inc., Potomac Holding LLC, RS Merger Sub I, Inc. and RS Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by NetScout Systems, Inc. on October 12, 2014).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 22, 2014	DANAHER CORPORATION
	By:	/s/ Daniel L. Comas
	Name:	Daniel L. Comas
	Title:	Executive Vice President-Chief Financial Officer

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SCHEDULE A

Directors and Executive Officers of Danaher Corporation

The following table sets forth the name and present principal occupation or employment, and country of citizenship of each of the directors and executive officers of Danaher. All directors and executive officers listed below are citizens of the United States. The present business address for each director and officer is c/o Danaher Corporation, 2200 Pennsylvania Avenue, NW-Suite 800W, Washington, DC 20037-1701.

Board of Directors

Name	Present Principal Occupation or Employment	Citizenship
Thomas P. Joyce, Jr.	President and Chief Executive Officer of Danaher Corporation	United States
Donald J. Ehrlich	Former President and Chief Executive Office, Schwab Corp.	United States
Linda Hefner Filler	Former President, North America, Claire’s Stores, Inc.	United States
Teri List-Stoll	Executive Vice President and Chief Financial Officer, Kraft Foods Group, Inc.	United States
Walter G. Lohr, Jr.	Retired Partner, Hogan Lovells	United States
Mitchell P. Rales	Chairman of the Executive Committee of Danaher Corporation’s Board of Directors. In addition, he is a principal in private and public business entities in the manufacturing area.	United States
Steven M. Rales	Chairman of the Board of Danaher Corporation. In addition, he is a principal in a private business entity in the area of film production.	United States
John T. Schwieters	Senior Executive, Perseus LLC, and Principal, Perseus Realty, LLC	United States
Alan G. Spoon	General Partner, Polaris Partners	United States
Elias A. Zerhouni, M.D.	President, Global Research and Development, Sanofi-Aventis	United States
Executive Officers
Thomas P. Joyce, Jr.	President and Chief Executive Officer of Danaher Corporation	United States
Daniel L. Comas	Executive Vice President and Chief Financial Officer of Danaher Corporation	United States
Mark A. Beck	Executive Vice President of Danaher Corporation	United States
William K. Daniel II	Executive Vice President of Danaher Corporation	United States
James A. Lico	Executive Vice President of Danaher Corporation	United States
James H. Ditkoff	Senior Vice President – Finance & Tax of Danaher Corporation	United States
Jonathan P. Graham	Senior Vice President – General Counsel of Danaher Corporation	United States
Angela S. Lalor	Senior Vice President – Human Resources of Danaher Corporation	United States
Robert S. Lutz	Senior Vice President – Chief Accounting Officer of Danaher Corporation	United States
Daniel A. Raskas	Senior Vice President – Corporate Development of Danaher Corporation	United States
William King	Senior Vice President-Strategic Development	United States

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INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
99.1	Voting Agreement, dated as of October 12, 2014, by and between Danaher Corporation and Anil Singhal.
99.2	Agreement and Plan of Merger and Reorganization, dated as of October 12, 2014, by and among Danaher Corporation, NetScout Systems, Inc., Potomac Holding LLC, RS Merger Sub I, Inc. and RS Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by NetScout Systems, Inc. on October 12, 2014).

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EX-99.1

Exhibit 99.1

EXECUTION VERSION

VOTING AGREEMENT

This VOTING AGREEMENT, dated as of October 12, 2014 (this “Agreement”), by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Anil Singhal (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

WHEREAS, as of the date hereof, the Stockholder is the record or “beneficial owner” (as defined under Rule 13d-3 under the Exchange Act) of 2,248,226 shares of NetScout Systems, Inc. Common Stock (the “Subject Shares”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Danaher, Potomac Holding LLC, a Delaware limited liability company and a wholly-owned subsidiary of Danaher (“Newco”), NetScout Systems, Inc., a Delaware corporation (“NetScout”), RS Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of NetScout (“Merger Sub”), and RS Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of NetScout (together with Merger Sub, the “Merger Subs”), have entered into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, subject to the terms and subject to the conditions thereof, at the Effective Time, Merger Sub shall be merged (the “First Merger”) with and into Newco, with Newco surviving the First Merger as a wholly owned subsidiary of NetScout on the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act;

WHEREAS, immediately following the First Merger, Newco will merge with and into Merger Sub II, with Merger Sub II surviving the merger (together with the First Merger, the “Mergers”) in the manner contemplated by the Merger Agreement on the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware Limited Liability Company Act; and

WHEREAS, as a condition and inducement to the willingness of Danaher and Newco to enter into the Merger Agreement, Danaher and the Stockholder have agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

Agreement to Vote

Section 1.1. Agreement to Vote.

(a) From the date hereof until the termination of this Agreement in accordance with Section 5.1, except to the extent waived in writing by Danaher in its sole and absolute discretion, at any meeting of the stockholders of NetScout (including the NetScout Stockholders’ Meeting), however called, or at any adjournment or postponement thereof, or on any action or approval by written consent of the stockholders of NetScout, the Stockholder hereby agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all of the Subject Shares, (i) in favor of the approval of the issuance of shares of NetScout Common Stock pursuant to the First Merger and any related proposals in furtherance thereof, and (ii) against the following actions (other than the Mergers and the Contemplated Transactions): (A) any Acquisition Proposal; (B) any merger, tender offer, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions of NetScout or any of its Subsidiaries; (C) any amendment of NetScout’s certificate of incorporation; or (D) any other action, proposal, transaction or agreement involving NetScout that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the Contemplated Transactions, including the Mergers. This Agreement is intended to bind each Stockholder qua stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 1.1, no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company.

(b) SOLELY IN THE EVENT OF A FAILURE BY THE STOCKHOLDER TO ACT IN ACCORDANCE WITH THE STOCKHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 1.1(A) , THE STOCKHOLDER HEREBY IRREVOCABLY (TO THE FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) GRANTS TO AND APPOINTS FRANK T. MCFADEN AND ROBERT S. LUTZ, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF DANAHER, AND EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF THE STOCKHOLDER, TO REPRESENT, VOTE AND EXERCISE ALL VOTING AND RELATED RIGHTS (INCLUDING, WITHOUT LIMITATION, THE POWER TO EXECUTE AND DELIVER WRITTEN CONSENTS PURSUANT TO THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) WITH RESPECT TO THE SUBJECT SHARES OWNED OR HELD BY THE STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN THIS SECTION 1.1 UNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 5.1, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.1(B) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE TO THE EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE. THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE STOCKHOLDER’S SUBJECT SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN THIS SECTION 1.1, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY THE

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STOCKHOLDER WITH RESPECT TO THE MATTERS REFERRED TO IN THIS SECTION 1.1, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE MERGERS. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

(c) The Stockholder acknowledges and agrees that, during the term of this Agreement, the obligations of the Stockholder specified in this Section 1.1 shall not be affected by any NetScout Change in Recommendation.

(d) Nothing in this Agreement, including this Section 1.1, shall limit or restrict Stockholder in acting in his capacity as a director of NetScout and exercising the Stockholder’s fiduciary duties and responsibilities, it being understood that this Agreement shall apply to the Stockholder solely in the Stockholder’s capacity as a stockholder of NetScout and shall not apply to the Stockholder’s actions, judgments or decisions solely in his capacity as a director of NetScout.

ARTICLE II

Representations and Warranties of the Stockholder

The Stockholder hereby represents and warrants to Danaher as follows:

Section 2.1. Authority. The Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Stockholder, the performance of his obligations hereunder and the consummation by the Stockholder of the transactions contemplated by this Agreement have been duly authorized by all requisite action on the part of the Stockholder, and, assuming the due authorization, execution and delivery of this Agreement by Danaher, this Agreement constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditors’ rights, general principles of equity and any implied covenant of good faith and fair dealing.

Section 2.2. Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, the Subject Shares, free and clear of all claims, liens (statutory or other), pledges, mortgages, covenants, title defects, hypothecations, assignments, deposit arrangements, options to purchase, lease or other rights to acquire any interest or any other encumbrances and security interests of any nature whatsoever (including any restrictions on the right to vote or otherwise transfer such Subject Shares (including any conditional sale or other title retention agreement)), except as provided in this Agreement or pursuant to any applicable restrictions on transfer under the Securities Act. As of the date hereof, neither the Stockholder nor any of his Affiliates owns, beneficially or otherwise, any NetScout Common Stock, NetScout Options or other securities of NetScout other than the Subject Shares (excluding shares as to which such Stockholder currently disclaims beneficial ownership in accordance with applicable law), and neither the Stockholder nor his Affiliate owns or holds any right to acquire any additional shares of any class of NetScout’s capital stock or other securities of NetScout or any interest therein or any voting rights with respect to any securities of NetScout other than the Subject Shares.

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Section 2.3. Voting Power. The Stockholder has, and will continue to have during the term hereof, sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition with respect to dispositions contemplated by this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement. The Stockholder represents that any proxies given prior to the execution of this Agreement in respect of the Subject Shares are not irrevocable, and that any such proxies are hereby revoked pursuant to Section 1.1 and that the Stockholder shall take any additional action necessary to effectuate the foregoing.

Section 2.4. Consents and Approvals; No Violation. (a) Except for any filings required under Section 13 or 16 of the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Body is necessary for the execution and delivery of this Agreement by the Stockholder, the performance of the obligations hereunder and the consummation by the Stockholder of the transactions contemplated by this Agreement, and (b) none of the execution and delivery of this Agreement by the Stockholder, the performance of the obligations hereunder and the consummation by the Stockholder of the transactions contemplated by this Agreement or compliance by the Stockholder with any of the provisions of this Agreement will (i) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, modification or acceleration or in a right of termination, cancellation or modification of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any of the material properties, material assets or material rights of the Stockholder under, or result in being declared void, voidable or without further binding effect, or otherwise result in a detriment to the Stockholder under, any material note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, sublease, contract, agreement, joint venture or other instrument or obligation to which the Stockholder is a party, or by which the Stockholder or any of the properties, assets or rights may be bound or affected; or (ii) contravene or conflict with in any material respect or constitute a material violation of any provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to the Stockholder or by which the properties, assets or rights are bound.

Section 2.5. Litigation. As of the date hereof, there is no action, suit or other proceeding by or before any Governmental Body pending against the Stockholder or, to the knowledge of the Stockholder, any other person or, to the knowledge of the Stockholder, threatened in writing against the Stockholder or any of the Affiliates that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Danaher of its rights under this Agreement or the performance by the Stockholder of the obligations under this Agreement.

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Section 2.6. No Brokers. Except as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Danaher, Newco, the Merger Subs or NetScout in respect of this Agreement based upon any arrangement or agreement made by or at the direction of the Stockholder.

Section 2.7. Acknowledgement. The Stockholder understands and acknowledges that Danaher is entering into the Merger Agreement in reliance upon the execution, delivery and performance of this Agreement.

ARTICLE III

Representations and Warranties of Danaher

Danaher hereby represents and warrants to the Stockholder as follows:

Section 3.1. Authority. Danaher has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligation’s hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Danaher, the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate action on the part of Danaher, and, assuming the due authorization, execution and delivery thereof by the Stockholder, constitutes a valid and legally binding obligation of Danaher enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditors’ rights, general principles of equity and any implied covenant of good faith and fair dealing.

ARTICLE IV

Covenants of the Stockholder

The Stockholder covenants and agrees as follows:

Section 4.1. Agreement to Retain Subject Shares.

(a) Restriction on Transfer and Proxies. Except as contemplated by this Agreement or the Merger Agreement and except as provided in Section 4.1(b), during the period beginning from the execution and delivery by the parties of this Agreement through the termination of this Agreement in accordance with Section 5.1 hereof, the Stockholder hereby agrees not to (x) directly or indirectly, sell, transfer (except as may be specifically required by court order), pledge, encumber, hypothecate, assign or otherwise dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, pledge, encumbrance, hypothecation assignment or similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), the Subject Shares (each, a “Transfer”); (y) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of the Subject Shares that could reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Merger, the Merger Agreement, any of the Contemplated Transactions or this Agreement; or (z) deposit any of the Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Subject Shares.

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(b) Permitted Transfers. Notwithstanding the foregoing, Section 4.1(a) shall not prohibit any Transfer of Subject Shares by the Stockholder to any person, including without limitation, any individual, trust, limited partnership, partnership, limited liability company, if the transferee agrees in writing to be bound by all of the terms of this Agreement.

Section 4.2. Stop Transfer; Changes in Subject Shares. The Stockholder hereby agrees with, and covenants to, Danaher that (a) this Agreement and the obligations hereunder shall attach to the Subject Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including the successors or assigns and (b) the Stockholder shall not request that NetScout register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Subject Shares, unless such transfer is made in compliance with this Agreement.

Section 4.3. Additional Securities. After the date of this Agreement and prior to the termination of this Agreement in accordance with Section 5.1, in the event the Stockholder becomes the record or beneficial owner of (a) any shares of NetScout Common Stock or any other equity securities of NetScout, (b) any equity securities which may be converted into or exchanged for such shares of NetScout Common Stock or other equity securities of NetScout or (c) any equity securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares of NetScout Common Stock or other securities of NetScout (collectively, “Additional Securities”), the terms of this Agreement shall apply to all such Additional Securities as if they constituted Subject Shares and as though owned by the Stockholder on the date of this Agreement.

Section 4.4. Share Dividends. After the date of this Agreement and prior to the termination of this Agreement in accordance with Section 5.1, in the event of a stock split, stock dividend or distribution, or any change in the NetScout Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Section 4.5. Documentation and Information. To the extent required by law, the Stockholder hereby consents to and authorizes the publication and disclosure by Danaher and its Affiliates of such Stockholder’s identity and holdings of Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement or disclosure required by the SEC or other Governmental Body, the NetScout Form S-4 Registration Statement, the Proxy Statement/Prospectus, the Newco Form 10 Registration Statement, any filings required under Section 13 or 16 of the Exchange Act or any other disclosure document in connection with the Mergers or any of the other Contemplated Transactions or this Agreement, and (b) agrees promptly to give to Danaher any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to promptly notify Danaher of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, if and to the extent that any shall have become false or misleading in any material respect.

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Section 4.6. No Solicitation. The Stockholder acknowledges and agrees that he will be deemed a Representative of NetScout for purposes of Section 4.2(b) of the Merger Agreement and agrees to be bound by and to comply with the provisions of Section 4.2(b) of the Merger Agreement as if the Stockholder was a party to the Merger Agreement.

ARTICLE V

Termination

Section 5.1. This Agreement and the covenants, obligations and agreements set forth in this Agreement shall automatically terminate (without any further action of the parties) upon the earliest to occur of (i) the Effective Time, and (ii) the termination of the Merger Agreement in accordance with its terms, and at such time, this Agreement shall become void and of no effect with no liability on the part of any party; provided, however, no such termination shall relieve any party from liability for any breach hereof prior to such termination; provided further, that the provisions set forth in Article VI shall survive the termination of this Agreement indefinitely.

ARTICLE VI

Miscellaneous

Section 6.1. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

(b) In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, if under applicable Legal Requirements, exclusive jurisdiction over such matter is vested in the federal courts, any federal court in the State of Delaware and any appellate court from any thereof; and (b) each of the parties irrevocably waives the right to trial by jury. Each of the parties hereto further agrees that, to the fullest extent permitted by applicable law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 6.5 will be effective service of process for any claim, action, suit or other proceeding in the Court of Chancery of the State of Delaware or, to the extent required by law, any federal court in the State of Delaware, with respect to any matters to which it has submitted to jurisdiction as set forth in this Section 6.1(b). To the fullest extent permitted by law, the parties hereto hereby agree that a final judgment in any such claim, suit, action or other proceeding will be conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 6.2. Specific Performance. The Stockholder acknowledges and hereby agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not

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performed in accordance with its specified terms or were otherwise breached. Accordingly, the Stockholder acknowledges and hereby agrees that, unless this Agreement has been terminated in accordance with Article V, in the event of any breach of this Agreement, Danaher shall be entitled, subject to applicable law, to an injunction or injunctions to prevent or restrain breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement, or to enforce compliance with, the covenants and obligations under this Agreement. The Stockholder further agrees that it will not raise any objection to the availability of the equitable remedy of specific performance or other equitable relief as provided herein, including objections on the basis that (x) Danaher party has an adequate remedy at law or in equity or (y) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Danaher shall not be required to provide any bond or other security in connection with any such order or injunction. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 6.3. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any purported assignment in violation of this Agreement is void. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors.

Section 6.4. Amendments, Waivers, etc. This Agreement may be amended by the parties hereto at any time prior to the Effective Time. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Except as provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, or delay or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default hereunder by any other party shall be deemed to impair any such right power or remedy, nor will it be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained in this Agreement. The waiver by any party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

Section 6.5. Notices. Any notice required to be given hereunder shall be sufficient if in writing and sent by facsimile or electronic transmission, courier service (with proof of service) or hand delivery, addressed as follows:

(a) If to Danaher:

c/o Danaher Corporation

2200 Pennsylvania Ave., NW - Suite 800W

Washington, DC 20037-1701

Attn:               Attila Bodi

Email:              attila.bodi@danaher.com

Facsimile:        (202) 419-7676

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Attn: Jonathan Schwarz

Email: jonathan.schwarz@danaher.com

Facsimile: (202) 419-7668

with a copy, which will not constitute notice for purposes hereof, to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attention:    Joseph A. Coco

                      Thomas W. Greenberg

Email:            joseph.coco@skadden.com

                       thomas.greenberg@skadden.com

Facsimile:     (212) 735-2000

(b) If to the Stockholder

Anil Singhal

c/o NetScout Systems, Inc.

310 Littleton Road

Westford, MA 01886

Email:               anil.singhal@netscout.com

Facsimile:        (978) 614-4004

with a copy, which will not constitute notice for purposes hereof, to:

Cooley LLP

500 Boylston Street, 14^th Floor

Boston, Massachusetts 02116

Tel: (617) 937-2319

Attention:         Miguel J. Vega and

                           Barbara Borden

E-mails:            mvega@cooley.com

                           bborden@cooley.com

Facsimile:        (617) 937-2400

Section 6.6. Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses.

Section 6.7. Severability. To the fullest extent permitted by law, if any provision (or part thereof) of this Agreement is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement, to the extent possible, in such a manner as to be valid, legal and enforceable but so as to retain most nearly the intent of the parties as expressed herein, and if such a modification is not possible, that provision (or part thereof) will be severed from this Agreement, and all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Notwithstanding the foregoing, the parties hereto

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intend that the provisions of Section 6.2 be construed as an integral provision of this Agreement and that such provisions and remedies shall not be severable in any manner that diminishes a party’s rights hereunder or increases a party’s liability or obligations hereunder.

Section 6.8. Entire Agreement; No Third Party Beneficiaries. This Agreement and, to the extent referenced herein, the Merger Agreement, and any other documents delivered by the parties in connection herewith or therewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions of Section 6.3, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors and administrators any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 6.9. Interpretation. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, words denoting any gender shall include all genders, and words denoting natural persons shall include corporations, limited liability companies and partnerships and vice versa. The words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation.”

Section 6.10. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

DANAHER CORPORATION
By:	/s/ Daniel L. Comas
	Name:	Daniel L. Comas
	Title:	Executive Vice President & Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ANIL K. SINGHAL

/s/ Anil K. Singhal