Common use of Reference Price Clause in Contracts

Reference Price. Each share of NetScout Common Stock held in the Escrow Fund shall have an agreed value equal to the NetScout Common Stock Value (subject to adjustment for stock splits, stock dividends, recapitalizations and similar events) (the “Reference Price”). The Escrow Agent is granted the power to effect any transfer of Escrow Shares contemplated by this Agreement. In the event that any securities or other property (including cash) are issued in respect of Escrow Shares, in a merger, recapitalization, spinoff or other transaction, the value of one Escrow Share and the securities distributed in respect of such share shall have an agreed value equal to the Reference Price, and any distribution of an Escrow Share to a NetScout Indemnified Party or to the Indemnifying Stockholders otherwise required to be made shall be accompanied by the securities or other property so received in respect of such Escrow Share. Any substitution of Escrow Consideration pursuant to Section 2(f), whether at the request of the Stockholder Representative or NetScout, shall be accompanied by a calculation of the Reference Price in support of such substitution, and the Escrow Agent shall have no liability for relying on such calculation in effecting any substitution hereunder.