FORM OF TAX MATTERS AGREEMENT by and among Danaher Corporation, Potomac Holding LLC and NetScout Systems, Inc. Dated as of [—]Tax Matters Agreement • December 3rd, 2014 • Potomac Holding LLC • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [—], is by and among Danaher Corporation, a Delaware corporation (“Danaher”), Potomac Holding LLC, a Delaware limited liability company (“Newco”), and NetScout Systems, Inc., a Delaware corporation (“NetScout”). Each of Danaher, Newco and NetScout is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF POTOMAC HOLDING LLCLimited Liability Company Agreement • December 3rd, 2014 • Potomac Holding LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Potomac Holding LLC (the “Company”) dated as of this 6th day of November, 2014, by Danaher Corporation, a Delaware corporation, as the sole member of the Company (the “Member”).
