Exhibit 10.1

Execution Version

JEFFERIES GROUP LLC

JEFFERIES FINANCE LLC
520 Madison Avenue
New York, New York 10022

CONFIDENTIAL

June 19, 2017

Teladoc, Inc.

2 Manhattanville Road, Suite 203

Purchase, New York 10577

Attention: Chief Financial Officer

Project Barolo

Commitment Letter

Ladies and Gentlemen:

You have advised Jefferies Group LLC (“Jefferies”) and Jefferies Finance LLC (“Jefferies Finance” and, together with Jefferies, “we” or “us”) that Teladoc, Inc., a Delaware corporation (the “Acquiror” or “you”), intends to acquire (the “Acquisition”), directly or indirectly through one or more wholly owned subsidiaries, all of the issued and outstanding capital stock of a company previously identified to us as “Barolo” (the “Target” and, together with its subsidiaries, the “Acquired Business”) from the existing shareholders of the Target (collectively, the “Seller”) pursuant to that certain Agreement and Plan of Merger among you, the Target and the Stockholder Representative (as defined therein) (as may be amended, modified, supplemented, waived or the subject of any consent in accordance with the terms of this Commitment Letter (as defined below), together with the annexes, schedules, exhibits and attachments thereto, the “Purchase Agreement”), and to refinance (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees and security in respect thereof being terminated and released following repayment) (x) the Acquiror’s (i) Amended and Restated Loan and Security Agreement, dated as of May 2, 2014, by and among the Acquiror, Teladoc Physicians, P.A., Compile, Inc., Stat Health, LLC and HY Holdings, Inc. (collectively, the “Teladoc Existing Borrowers”), the lenders from time to time party thereto and Silicon Valley Bank, as the lender (as amended, restated, amended and restated, supplemented or otherwise modified) and (ii) Senior Secured Facilities Credit Agreement, dated as of July 11, 2016 by and among the Teladoc Existing Borrowers, Silicon Valley Bank as the lender, and the other lenders and issuing lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified) and (y) the Acquired Business’ (i) Loan and Security Agreement, dated as of November 25, 2013, by and among Best Doctors, Inc., the other parties from time to time party thereto and Silicon Valley Bank, as the bank (as amended, restated, amended and restated, supplemented or otherwise modified), (ii) Master Lease Agreement, dated as of April 7, 2015, by and among Best Doctors, Inc., Rise Health, Inc., the other parties from time to time party thereto and Eastward Fund Management, LLC, as lessor (as amended, restated, amended and restated, supplemented or otherwise modified) and (iii) 5.000% Subordinated Convertible Promissory Notes due August 29, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified) (the

refinancing of the debt under clauses (x) and (y) is hereinafter referred to as the “Refinancing”). Capitalized terms used but not defined herein and defined in any exhibit hereto have the meanings assigned to them in such exhibit. As used herein, the term “Closing Date” means the date of the consummation of the acquisition and the first extension of credit under the Facilities (as defined herein).

You have advised us that the cash portion of the total purchase price due on the Closing Date for the Acquisition (the “Purchase Price”), the Refinancing, and fees, commissions and expenses related to the Acquisition and the Refinancing, in each case, payable by you or your affiliates on the Closing Date, is anticipated to be financed from the following sources:

(a)                                 the drawing of senior secured term loans (the “Term Loans”) under a senior secured term loan facility having the terms set forth in Exhibit A hereto (the “Term Loan Facility”) in an aggregate principal amount of $150.0 million);

(b)                                 commitments under a senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”) in an aggregate principal amount of $10.0 million;

(c)                                  the issuance and sale (the “Unsecured Notes Offering”) of senior unsecured notes (the “Unsecured Notes”) of the Acquiror having terms as separately agreed upon between you and us on the date hereof and yielding gross proceeds of $200.0 million; and

(d)                                 cash on hand of the Acquiror and its subsidiaries.

The transactions described in clauses (a) through (c) above are referred to as the “Debt Financing”; the Debt Financing, together with the Acquisition, the Refinancing and the payment of all related fees, commissions and expenses payable on the Closing Date by you or your affiliates, are collectively referred to herein as the “Transactions.” You and your subsidiaries and, following the Acquisition, the Target and its subsidiaries are referred to herein collectively as the “Company.” As used in this Commitment Letter and the other Debt Financing Letters (as defined below), the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

1.                                      The Commitments.

We are pleased to inform you that:

(a)                                 Jefferies Finance hereby commits, directly or through one or more if its affiliates, to provide the Facilities (in such capacity, the “Initial Lender”); and

(b)                                 Jefferies hereby commits, directly or through one or more of its affiliates, to purchase the Unsecured Notes.

The commitments described in this Section 1 are collectively referred to herein as the “Commitments.” Our Commitments are, in each case, on the terms and subject only to the conditions set forth in (i) this letter (including the exhibits, schedules and annexes hereto, collectively, this “Commitment Letter”) and (ii) the fee letter, dated the date hereof (the “Fee

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Letter”), among you and us. Notwithstanding anything to the contrary in any Debt Financing Letter, but subject to the Documentation Principles (as defined in Exhibit A hereto), the terms of this Commitment Letter and Fee Letter do not include all of the terms that will be contained in the definitive documents relating to the Debt Financing (collectively, the “Definitive Debt Documents”); provided that there shall be no closing condition contained in the Definitive Debt Documents that is not specifically set forth in Section 3 hereof, in Exhibit A to this Commitment Letter under the headings “Conditions Precedent to Initial Borrowing” or in Exhibit B to this Commitment Letter. No party hereto has been authorized by us to make any oral or written statements or representations that are inconsistent with the Debt Financing Letters.

2.                                      Titles and Roles. As consideration for the Commitments, you agree that you hereby retain and will cause your affiliates to retain:

(a)                                 Jefferies (acting through any of its affiliates as it deems appropriate) to act, and Jefferies hereby agrees to act, in the capacities and in connection with the matters set forth in the Engagement Letter (as defined below), and

(b)                                 Jefferies Finance (acting through any of its affiliates as it deems appropriate) to act, and Jefferies Finance hereby agrees to act, as the sole administrative agent, sole collateral agent, sole book-runner and sole lead arranger (in such capacity, the “Lead Arranger”) for you and your affiliates in connection with the Facilities.

It is understood and agreed that no other titles shall be awarded and no compensation (other than that expressly contemplated by the Debt Financing Letters) shall be paid to any person in connection with the Facilities or Unsecured Notes Offering, unless mutually agreed. You further agree that Jefferies Finance and Jefferies (or their respective applicable affiliates), respectively, shall have “left” placement in any and all marketing materials or other documentation used in connection with each of the Facilities or Unsecured Notes Offering, as applicable, and shall hold the leading role and responsibilities customarily associated with such “left” placement.

In addition, pursuant to the Engagement Letter (the “Engagement Letter” and, together with this Commitment Letter and the Fee Letter, the “Debt Financing Letters”) between you and Jefferies LLC entered into on or prior to the date hereof, you have engaged Jefferies to act as sole underwriter, sole initial purchaser and/or sole placement agent in connection with any public offering or private placement of any debt, equity or equity-linked securities issued in connection with the Acquisition.

3.                                      Conditions Precedent. The closing of the Facilities, the making of the initial loans under the Facilities and Jefferies’ purchase of the Unsecured Notes on or prior to the Closing Date are conditioned upon (and solely upon) the satisfaction or waiver by us of each of the following conditions: (i) since the date hereof, no Company Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred; (ii) with respect to the Facilities, the other conditions expressly set forth in Exhibit A under the heading “Conditions Precedent to Initial Borrowing”; and (iii) the other conditions expressly set forth in Exhibit B to this Commitment Letter.

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Notwithstanding anything in the Debt Financing Letters, the Definitive Debt Documents or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability of the Facilities and to the purchase of the Unsecured Notes on the Closing Date shall be (A) such of the representations and warranties with respect to the Acquired Business in the Purchase Agreement as are material to the interests of the Investors (as defined below), but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Purchase Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties (as determined without giving effect to any waiver, amendment, consent or other modification thereto) (collectively, the “Specified Purchase Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Definitive Debt Documents and closing deliverables shall be in a form such that they do not impair availability of the Facilities or the purchase of the Unsecured Notes on the Closing Date if the conditions expressly set forth in the first paragraph of this Section 3 are satisfied or waived by us (it being understood that, to the extent any lien or security interest on or in any Collateral (other than to the extent that a lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned material domestic subsidiaries (which stock certificates shall be delivered on the Closing Date; provided that if after using commercially reasonable efforts the stock certificates of the Target and its subsidiaries cannot be delivered on the Closing Date, then such stock certificates must be delivered within ten business days after the Closing Date, as such period may be extended by the Administrative Agent in its sole discretion) which are required to be delivered under Exhibit A to this Commitment Letter) or is not or cannot be perfected on the Closing Date after your use of commercially reasonable efforts to do so, neither the perfection of such Collateral nor, in the case of real estate Collateral, the delivery of any related title policies, surveys, title insurance documents, endorsements or similar documentation shall constitute a condition precedent to the availability of the Debt Financing and the making of the initial loans on the Closing Date, but shall be required to be perfected within 90 days after the Closing Date (subject to extensions by the Administrative Agent, in its sole discretion). For purposes hereof, “Specified Representations” means the representations and warranties of the Credit Parties (or the Acquiror with respect to the Unsecured Notes Offering), set forth in the Definitive Debt Documents relating to corporate or other organizational existence of the Borrower and Guarantors (or the Acquiror with respect to the Unsecured Notes Offering), organizational power and authority (as to execution, delivery and performance of the applicable Definitive Debt Documents) of the Borrower and Guarantors (or the Acquiror with respect to the Unsecured Notes Offering), the due authorization, execution, delivery and enforceability of the applicable Definitive Debt Documents, solvency of the Borrower and its subsidiaries (which representation shall be consistent with the representation contained in Exhibit C hereto), no conflicts resulting from the entering into and performance of the Definitive Debt Documents with charter documents of the Borrower and Guarantors (or the Acquiror with respect to the Unsecured Notes Offering), Federal Reserve margin regulations, use of proceeds not in violation of the FCPA, use of proceeds not in violation of OFAC, the PATRIOT Act, the Investment Company Act and, with respect to the Facilities and subject to permitted liens and the limitations set forth in the prior sentence, the creation, validity, perfection and priority of security interests in the Collateral (subject, in each case, to certain customary exceptions to be set forth in the Definitive Debt

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Documents and consistent with the Documentation Principles). This paragraph shall be referred to herein as the “Certain Funds Provision.”

4.                                      Syndication.

(a)                                 We reserve the right, at any time after the date hereof and prior to or after execution of the Definitive Debt Documents, but subject to the limitations set forth herein, to syndicate all or part of our (or our affiliate’s) Commitments to a syndicate of banks, financial institutions and other entities identified by us in consultation with you (collectively, including the proposed purchasers of the Unsecured Notes in the Unsecured Notes Offering, the “Investors”); provided that we will not syndicate the Facilities to, or place the Unsecured Notes with, (i) certain competitors of the Acquiror or the Target or certain financial institutions, institutional lenders and other entities, in each case, that have been specified to us by you in writing prior to the date hereof and (ii) any of the affiliates of such persons listed in clause (i) that are either (x) identified in writing by you from time to time or (y) clearly identifiable on the basis of such affiliates’ names (the parties described in clauses (i) and (ii) above, collectively, “Disqualified Institutions”); provided, however, that any supplement to the list of Disqualified Institutions after the date hereof shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Facilities or have purchased Unsecured Notes that was permitted hereunder at the time of such assignment or participation interest or purchase; provided further that any bona fide debt fund or investment vehicle (other than a bona fide debt fund or investment vehicle that is separately identified under clause (i) above) that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit and debt securities in the ordinary course of business and with respect to which a Disqualified Institution does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity, shall not be considered to be a Disqualified Institution; provided further that notwithstanding our right to syndicate the Commitments, (i) neither Jefferies nor Jefferies Finance shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities and purchase the Unsecured Notes on the Closing Date) in connection with any syndication, assignment or participation of any of the Commitments, (ii) no assignment or novation by us shall become effective as between us and you with respect to all or any portion of our Commitments until the initial funding of the Facilities or purchase of the Unsecured Notes and (iii) we shall retain exclusive control over the rights and obligations with respect to our respective Commitments, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred, in each case, unless you and we agree in writing. We will exclusively manage all aspects of any such syndication in consultation with you, including decisions as to the selection of prospective Investors to be approached, when they will be approached, when their commitments will be accepted, which prospective Investors will participate, the allocation of the commitments among the Investors and the amount and distribution of fees. Notwithstanding anything to the contrary contained in this Section 4, this Commitment Letter or the other Debt Financing Letters or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, unless otherwise expressly set forth in Exhibit B hereto, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings referenced herein) shall not constitute a condition to the Commitments hereunder or the funding of the Facilities or the purchase of Unsecured Notes on the Closing Date, and the Commitments hereunder are not conditioned upon

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the syndication of or receipt of commitments in respect of the Facilities or the purchase of the Unsecured Notes and in no event shall the commencement or successful completion of syndication of the Facilities or the purchase of the Unsecured Notes constitute a condition to the availability of the Facilities and the making of the initial loans and purchase of the Unsecured Notes on the Closing Date.

(b)                                 We intend to commence our syndication efforts with respect to the Facilities promptly upon your execution of this Commitment Letter and you agree to use commercially reasonable efforts to assist us in completing a syndication that is reasonably satisfactory to us and you until the date that is the earlier of (i) 45 days after the Closing Date and (ii) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved (such earlier date referred to in clause (i) and (ii), the “Syndication Date”). Such assistance shall include:

(i)                                     your using commercially reasonable efforts to ensure that our syndication efforts benefit from your existing lending and investment banking relationships and, to the extent reasonably requested by you, existing lending and investment banking relationships of the Acquired Business to the extent reasonably practical and appropriate;

(ii)                                  your providing direct contact between appropriate members of your senior management, representatives and non-legal advisors, on the one hand, and the proposed Investors, on the other hand (and (x) prior to the consummation of the Acquisition, your using commercially reasonable efforts (subject to the limitations on your rights set forth in the Purchase Agreement, but including exercising your rights thereunder) to cause, and (y) thereafter, your causing, direct contact between appropriate members of senior management of the Acquired Business, on the one hand, and the proposed Investors, on the other hand), in all such cases at times mutually agreed upon;

(iii)                               your assistance (and (x) prior to the consummation of the Acquisition, your using commercially reasonable efforts to cause, and (y) thereafter, your causing, the Acquired Business to assist) in the preparation of one or more customary confidential information memoranda (each, a “Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the syndication of our Commitments (together with all Confidential Information Memoranda, the “Materials”), by providing such information and other customary materials as we may reasonably request in connection with the preparation of such Confidential Information Memoranda, including, in the case of information concerning the Acquired Business, by requiring the furnishing of information required to be furnished under the Purchase Agreement, but subject to the limitations on your rights thereunder;

(iv)                              your hosting, with us, of meetings with prospective Investors (including one general “bank meeting” and a reasonable number of “one on one” meetings), in each case to the extent reasonably requested by us and at such times and places as you and we, acting reasonably, may agree and, to the extent we request that senior management or appropriate representatives of the Acquired Business attend such meetings, you shall use your commercially reasonably efforts to cause them so to attend (without violation of the Purchase Agreement, but including by exercising your rights thereunder); and

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(v)                                 ensuring that (or, with respect to the Acquired Business, using commercially reasonable efforts to ensure that) until the later of the Syndication Date and the Closing Date, there shall be no competing offering, placement or arrangement of any debt securities or credit facilities by you, your subsidiaries and, to the extent not in contravention of the Purchase Agreement, the Acquired Business (in each case, other than (1) the Debt Financing, (2) replacements, extensions and renewals of existing indebtedness that matures prior to the Closing Date, (3) other indebtedness permitted to be outstanding or issued under the Purchase Agreement and (4) indebtedness approved by the Lead Arranger (such consent not to be unreasonably withheld, denied, delayed or conditioned)) without the prior written consent of the Lead Arranger if such offering, placement or arrangement would have a materially detrimental effect upon the primary syndication of the Facilities or the placement of the Unsecured Notes (it being understood that the ordinary course short-term working capital facilities (consistent with past practice) and ordinary course capital lease, purchase money and equipment financings of you, your subsidiaries or the Acquired Business will not have a materially detrimental effect upon the syndication of the Facilities or the placement of the Unsecured Notes).

(c)                                  You agree, at our reasonable request, to assist in the preparation of a version of any Materials consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to you, the Target or any of your or their respective subsidiaries for purposes of United States federal and state securities laws (such information and Materials, “Public Information”). In addition, you agree that, unless specifically labeled as Public Information, each document to be disseminated by us to any Investor will be deemed to contain Material Non-Public Information (as defined below) and we will not make any such materials available to Investors who do not wish to receive Material Non-Public Information.  Any information and documentation that is not Public Information is referred to herein as “Material Non-Public Information.” It is understood that in connection with your assistance described above, authorization letters will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Investors, it being understood that (x) the authorization letter for Public Information shall contain a representation by you to the Investors that the Public Information does not include any such Material Non-Public Information and each letter shall contain a customary “10b-5” representation and (y) each such information package and presentation shall exculpate you, the Target, your and their respective affiliates and us and our respective affiliates with respect to any liability related to the use of the contents of such information package and presentation or any related marketing material by the recipients thereof. You acknowledge and agree that the following documents contain and shall contain solely Public Information (unless you notify us promptly that any such document contains Material Non-Public Information after such materials have been provided to you and your counsel for review a reasonable period of time): (i) draft and final Definitive Debt Documents with respect to the Debt Financing, (ii) customary administrative materials prepared by us for prospective Investors (including a lender meeting invitation, Lender allocations, if any, and funding and closing memoranda) and (iii) term sheets and notification of changes in the terms of the Debt Financing. You agree to identify (and, with respect to information with respect to the Target, use commercially reasonable efforts to identify) Public Information by clearly and conspicuously marking the same as “PUBLIC.”

(d)                                 You agree that all Materials and Information (as defined below) (including draft and execution versions of the Definitive Debt Documents and draft or final offering

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materials relating to contemporaneous securities issuances by the Company) may be disseminated for syndication purposes in accordance with our standard syndication practices (including through hard copy and via one or more Internet sites (including an IntraLinks, SyndTrak or similar workspace), e-mail or other electronic transmissions). Without limiting the foregoing, you authorize, and will use commercially reasonable efforts to maintain the contractual undertakings from the Acquired Business to authorize, the use of your and (subject to the limitations thereon set forth in the Purchase Agreement) its logos in connection with any such dissemination. You further agree that, at our expense, we may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as we may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of the Acquiror, the Target and your and its respective affiliates (or any of them), (ii) our and our respective affiliates’ titles and roles in connection with the Transactions and (iii) the amount, type and closing date of such Transactions, but subject to the limitations on disclosure of confidential information set forth in Section 9 hereof.

Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, (i) none of the foregoing requirements of this Section 4 shall constitute a condition to the commitments hereunder or the funding of the Facilities or the purchase of the Unsecured Notes on the Closing Date and (ii) neither the commencement nor the completion of the syndication of the Facilities or the Unsecured Notes Offering shall constitute a condition precedent to the Closing Date or delay or interfere in any way with the negotiation of the Debt Financing and/or the funding thereof. We acknowledge that the Target and its subsidiaries are not restricted from incurring debt or liens prior to the Closing Date, except as specifically set forth in the Purchase Agreement, and that prior to the Closing Date, the Target is obligated to assist you with respect to the Facilities and the Unsecured Notes only to the extent set forth in the Purchase Agreement. Your obligations under the Debt Financing Letters to use commercially reasonable efforts to cause the Target, its subsidiaries or their respective management to take (or to refrain from taking) any action will not require you to (a) take any legal action against the Target, its subsidiaries or their respective management under the Purchase Agreement, (b) take any other action that is in contravention of the terms of the Purchase Agreement or (c) terminate the Purchase Agreement.

5.                                      Information. You represent and warrant with respect to the Acquiror, the Target and your and its respective subsidiaries (provided that, with respect to information relating to the Target and its subsidiaries, such representation and warranty is to your knowledge) that:

(a)                                 all written information (excluding, for this purpose, all immaterial information) and data other than the Projections (as defined below) and information of a general economic or industry-specific nature (the “Information”) that has been or will be made available to us by or on behalf of you or any of your representatives with respect to the Acquiror, the Target or your or its respective subsidiaries in connection with the Transactions does not and will not, when taken as a whole, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading, taken as a whole, in light of the circumstances under which such statements are made; and

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(b)                                 all projections, forecasts and other forward-looking information that have been or will be made available to us by you or on your behalf with respect to you, the Acquired Business or any of your or its respective subsidiaries (collectively, the “Projections”) have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made (it being understood that any such Projections are as to future events and are not to be viewed as facts, are not a guarantee of financial performance and are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material).

You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information or Projections were then being furnished and such representations and warranties were then being made, you shall, at such time, supplement promptly such Information and/or Projections, as the case may be, in order that such representations and warranties (and with respect to the Target and its subsidiaries prior to the Closing Date, to your knowledge) will be correct in all material respects under those circumstances (and any such supplementation shall cure any breach of such representation and warranty).

You shall be solely responsible for Information, including the contents of all Materials. We (i) will be relying on Information and data provided by or on behalf of you and the Acquired Business or any of your or its representatives or otherwise available from generally recognized public sources, without having independently verified the accuracy or completeness of the same, (ii) do not assume responsibility for the accuracy or completeness of any such Information and data and (iii) will not make an appraisal of your assets or liabilities or the assets or liabilities of the Acquired Business.

6.                                      [Reserved].

7.                                      Fees and Expenses. As consideration for the Commitments and our other undertakings hereunder, you hereby agree to pay or cause to be paid to us for reasonable and documented out-of-pocket fees, expenses and other amounts set forth in the Debt Financing Letters on the terms and conditions set forth therein, including all reasonable and documented out-of-pocket fees and expenses (including, without limitation, the reasonable fees and expenses of (x) the primary counsel acting for us, which shall be Davis Polk & Wardwell LLP, and (y) one local counsel and one regulatory counsel for each relevant jurisdiction as may be necessary or advisable in the reasonable judgment of Jefferies) arising in connection with the Facilities and the preparation, negotiation, execution, delivery and enforcement of the Debt Financing Letters and the Definitive Debt Documents related to the Facilities (including in connection with our due diligence and syndication efforts) (and that you shall from time to time upon request from us, reimburse Jefferies and its affiliates for all such reasonable and documented out-of-pocket fees and expenses paid or incurred by them); provided that if the Closing Date does not occur, the aggregate reimbursement by you of such fees, expenses and other amounts shall not exceed $100,000 (excluding any fees and expenses paid to Jefferies on the closing date of the purchase of the Unsecured Notes, regardless of whether the Closing Date occurs).

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8.                                      Indemnification and Waivers. You agree to indemnify and hold harmless Jefferies, Jefferies Finance, the Investors and our and their respective affiliates and subsidiaries and each director, officer, trustee, shareholder, employee, advisor, agent, affiliate, successor, assign, attorney in fact, partner, representative and controlling person of each of the foregoing (each an “Indemnified Person”) from and against any and all actions, suits, investigation, inquiry, claims, actual losses, damages, liabilities or proceedings of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Debt Financing Letters or the Debt Financing, the use of proceeds thereof, the Transactions or the other transactions contemplated hereby or thereby (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (any of the foregoing, a “Proceeding”), and you agree to reimburse each Indemnified Person within 30 days after written demand therefor (which request shall include reasonably detailed backup documentation) for any reasonable and documented legal or other out-of-pocket expenses incurred in connection with investigating, defending, preparing to defend or participating in any such Proceeding (limited, in the case of legal fees and expenses, to one firm of primary counsel to such Indemnified Persons taken as a whole (and one firm of additional counsel as a result of any actual or reasonably perceived conflicts of interest for each class of similarly situated Indemnified Persons) and, if necessary, one firm of local counsel in each applicable jurisdiction); provided, however, that no Indemnified Person will be indemnified for any such cost, expense or liability to the extent (i) determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its affiliates or (ii) resulting from any proceeding that does not involve an act or omission by you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claims against Jefferies in fulfilling its role as an administrative agent, arranger or any similar role under the Facilities or Unsecured Notes). In the case of any Proceeding to which the indemnity in this paragraph applies, such indemnity and reimbursement obligations shall be effective, whether or not such Proceeding is brought by you, the Target, any of your or their respective affiliates, securityholders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Debt Financing Letters, the Debt Financing or any of the Transactions is consummated.

Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the gross negligence or willful misconduct of such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives, in each case who are involved in or aware of the Transactions as determined by a final, non-appealable judgment of a court of competent jurisdiction and (ii) without in any way limiting the indemnification obligations set forth above, none of us, you, the Target or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter or the Transactions (including the Debt Financing and the use of proceeds thereunder) or with respect to any activities related to the Debt Financing, including the preparation of the Debt Financing Letters

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and the Definitive Debt Documents; provided, that nothing contained in the preceding clause (ii) shall limit your indemnification obligations set forth herein to the extent that such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnified Person is entitled to indemnification hereunder.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 8.

You shall not, without the prior written consent of the affected Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed, it being understood that an Indemnified Person may withhold consent to a settlement that does not satisfy the criteria in clauses (i) and (ii) below), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person.

9.                                      Confidentiality. This Commitment Letter and the Fee Letter are each delivered to you on the understanding that neither this Commitment Letter, any other Debt Financing Letter nor any of their terms or substance will be disclosed, directly or indirectly, to any other person or entity except (a) this Commitment Letter (but not the Fee Letter) may be disclosed as required by the rules and regulations of the Securities and Exchange Commission (the “SEC”) in connection with any filings with the SEC in connection with the Transactions (in which case you agree to inform us promptly thereof), (b) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or as otherwise required by applicable law or compulsory legal process (and in either such case you agree to inform us promptly thereof and to reasonably cooperate with us in securing a protective order in respect thereof to the extent lawfully permitted to do so), (c) to you and your officers, directors, employees, stockholders, affiliates, agents, attorneys, accountants and advisors on a confidential basis in connection with the Transactions, (d) the information contained in this Commitment Letter (but not that contained in the Fee Letter) may be disclosed in any Confidential Information Memorandum and any offering materials for the Unsecured Notes Offering or in connection with the syndication of the Facilities or the Unsecured Notes Offering, (e) this Commitment Letter (but not the Fee Letter) may be disclosed to the Target, the Seller, their direct and indirect equity holders and their respective officers, directors, employees, attorneys, accountants, agents and advisors, in each case on a confidential basis and only in connection with the Transactions, (f) to the extent portions thereof have been redacted in a manner reasonably agreed by us, you may disclose the Fee Letter and the contents thereof to the Target, the Seller and their respective officers, directors, employees, attorneys, accountants and advisors, in each case on a confidential basis and only in connection with the Transactions, (g) after the Closing Date, you may disclose to the Acquired Business’s auditors the Fee Letter and the contents thereof for customary accounting

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purposes, including accounting for deferred financing costs, (h) you may disclose the Commitment Letter and the Fee Letter and the other Debt Financing Letters to the extent necessary in connection with the enforcement of your rights hereunder or thereunder, (i) you may disclose the Commitment Letter to potential Investors or Lenders (but not the Fee Letter) and to rating agencies in connection with obtaining ratings in connection with the Transactions and (j) you may disclose the Commitment Letter if we consent in writing to such proposed disclosure. You may also disclose, on a confidential basis, the aggregate amount of fees (including original issue discount) payable under the Fee Letter as part of a generic disclosure regarding sources and uses (but without disclosing any specific fees or “flex” or other economic terms set forth therein) in connection with the syndication of the Facilities and/or the Unsecured Notes Offering.

We and our respective affiliates shall use all non-public information received by us and them from you, the Target or your or its respective subsidiaries and representatives in connection with the Transactions solely for the purposes of providing the services contemplated by the Debt Financing Letters and shall treat confidentially all such non-public information; provided, however, that nothing herein shall prevent us from disclosing any such information (a) on a customary basis, to Moody’s and S&P in connection with obtaining ratings in connection with the Transactions (including ratings in connection with the Unsecured Notes), (b) to any Investors or participants or prospective Investors or participants (other than persons who have, on the date of disclosure, effectively been designated as Disqualified Institutions) and to any direct or indirect contractual counterparty to any credit default swap or similar derivative product (other than Disqualified Institutions), (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law, rule or regulations (in which case we will promptly notify you, in advance, to the extent practicable and permitted by law, rule or regulation, except in connection with any request as part of any regulatory audit or examinations conducted by accountants or any governmental regulatory authority exercising examination or regulatory authority), (d) upon the request or demand of any governmental or regulatory authority (including any self-regulatory authority) having jurisdiction over us or upon the good faith determination by counsel that such information should be disclosed in light of ongoing oversight or review by any governmental or regulatory authority (including any self-regulatory authority) having jurisdiction over us (in which case we shall, to the extent practicable and permitted by law, rule or regulation, except with respect to any audit or examination conducted by accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (e) to our respective officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents working on the Transactions (collectively, “Representatives”) and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential (provided that we shall be responsible for the compliance of our Representatives with the provisions of this paragraph), (f) to any of our respective affiliates or Representatives of our respective affiliates (provided that any such affiliate or Representative is advised of its obligation to retain such information as confidential) solely in connection with the Transactions (provided that we shall be responsible for the compliance of our affiliates and Representatives of our affiliates with the provisions of this paragraph), (g) to the extent any such information is or becomes publicly available other than by reason of improper disclosure by us, our respective affiliates or our respective Representatives in breach of this Commitment Letter, (h) to the extent that any such

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information is independently developed by us, any of our respective affiliates or any of our respective Representatives, (i) to the extent that such information is received by us or our affiliates from a third party that is not to our or our respective affiliates’ knowledge subject to confidentiality obligations to you and (j) to establish a “due diligence” defense, if applicable; provided that the disclosure of any such information to any Investors or prospective Investors or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Investors or prospective Investors or participants or prospective participants that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or customary market standards for dissemination of such type of information. Our obligations under this paragraph shall terminate two years from the date hereof.

Notwithstanding anything herein to the contrary, you and we (and any of your and our respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Debt Financing Letters and all materials of any kind (including opinions or other tax analyses) that are provided to you or us relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to any Debt Financing Letter, and (ii) neither you nor we shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by the Debt Financing Letters is the purported or claimed U.S. federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of such transactions.

10.                               Conflicts of Interest; Absence of Fiduciary Relationship. You acknowledge and agree that:

(a)                                 each of us and/or our respective affiliates and subsidiaries, including, in the case of Jefferies Finance, Jefferies and its affiliates (each, a “Commitment Party Group”), in our and their respective capacities as principal or agent, are involved in a wide range of commercial banking and investment banking activities globally (including investment advisory, asset management, research, securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and, therefore, conflicts may arise between (i) our interests and duties hereunder and (ii) the duties or interests or other duties or interests of another member of our respective Commitment Party Group;

(b)                                 we and any other member of a Commitment Party Group may, at any time, (i) provide services to any other person, (ii) engage in any transaction (on our or its own account or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (a “Third Party”), and may retain for our or its own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of a Commitment Party Group is in possession or has come or comes into possession

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(whether before, during or after the consummation of the transactions contemplated hereunder) of information confidential to you; provided that such confidential information shall not be used by us or any other member of a Commitment Party Group in performing services or providing advice to any Third Party. You accept that permanent or ad hoc arrangements/information barriers may be used between and within our divisions or divisions of other members of a Commitment Party Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose;

(c)                                  information that is held elsewhere within us or a member of any Commitment Party Group, but of which none of the individual directors, officers or employees having primary responsibility for the consummation of the transactions contemplated by this Commitment Letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining our responsibilities to you hereunder;

(d)                                 neither we nor any other member of a Commitment Party Group shall have any duty to disclose to you, or utilize for your benefit, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on our or its own account or otherwise) or otherwise carrying on our or its business;

(e)                                  (i) neither we nor any of our respective affiliates have assumed any advisory responsibility or any other obligation in favor of the Acquiror, the Target or any of its or their affiliates except the obligations expressly provided for under the Debt Financing Letters, (ii) we and our respective affiliates, on the one hand, and the Acquiror and its affiliates, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Acquiror or any of its affiliates rely on, any fiduciary duty on the part of us or any of our respective affiliates and (iii) we are (and are affiliated with) full service financial firms and as such may effect from time to time transactions for our own account or the account of customers, and hold long or short positions in debt, equity-linked or equity securities or loans of companies that may be the subject of the transactions contemplated by this Commitment Letter (and, in particular, we and any other member of a Commitment Party Group may at any time hold debt or equity securities for our or its own account in the Company). With respect to any securities and/or financial instruments so held by us, any of our respective affiliates or any of our respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of such rights, in its sole discretion. You hereby waive and release, to the fullest extent permitted by law, any claims you have, or may have, with respect to (i) any breach or alleged breach of fiduciary duty (and agree that we shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors) and (ii) any conflict of interest arising from such transactions, activities, investments or holdings, or arising from our failure or the failure of any of our respective affiliates to bring such transactions, activities, investments or holdings to your attention; and

(f)                                   neither we nor any of our respective affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own

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independent investigation and appraisal of the transactions contemplated by the Debt Financing Letters, and neither we nor our respective affiliates shall have responsibility or liability to you with respect thereto. Any review by us, or on our behalf, of the Company, the Transactions, the other transactions contemplated by the Debt Financing Letters or other matters relating to such transactions will be performed solely for our benefit and shall not be on behalf of you or any of your affiliates.

11.                               Choice of Law; Jurisdiction; Waivers. The Debt Financing Letters, and any claim, controversy or dispute arising under or related to the Debt Financing Letters (whether in contract or tort), shall be governed by, and construed in accordance with, the laws of the State of New York; provided, however, that the interpretation of any provisions of the Purchase Agreement referred to in this Commitment Letter, including the determination of the accuracy of the Specified Purchase Agreement Representations and the definition of “Company Material Adverse Effect” shall be governed by, and construed 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. To the fullest extent permitted by applicable law, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any New York State court or federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of any Debt Financing Letter and irrevocably agrees that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court (provided that suit for the recognition or enforcement of any judgment obtained in any such New York State or Federal court may be brought in any other court of competent jurisdiction) and that service of process therein may be made by certified mail, postage prepaid, to its address set forth above and further agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You and we hereby waive, to the fullest extent permitted by applicable law, any objection that you or we may now or hereafter have to the laying of venue of any such claim, suit, action or proceeding brought in any such court, and any claim that any such claim, suit, action or proceeding brought in any such court has been brought in an inconvenient forum. You and we hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any claim, suit, action or proceeding (whether based upon contract, tort or otherwise) arising out of or relating to the Debt Financing Letters, any of the Transactions or any of the other transactions contemplated hereby or thereby. The provisions of this Section 11 are intended to be effective upon the execution of this Commitment Letter without any further action by you or us, and the introduction of a true copy of this Commitment Letter into evidence shall be conclusive and final evidence as to such matters.

12.                               Miscellaneous.

(a)                                 This Commitment Letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile, .pdf or other electronic transmission will be effective as delivery of a manually executed counterpart hereof.

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(b)                                 You may not assign any of your rights, or be relieved of any of your obligations, under this Commitment Letter without our prior written consent, which may be given or withheld in our reasonable discretion (and any purported assignment without such consent, at our sole option, shall be null and void). We may at any time and from time to time assign all or any portion of our Commitments hereunder to one or more of our respective affiliates (provided that, unless you otherwise consent in writing to such assignment, we will remain liable for our obligations hereunder until the funding of the Debt Financing) or, subject to Sections 2 and 4 hereof, to one or more Investors; provided that such assignment shall not relieve us of our obligation to fund on the Closing Date the portion of our Commitments so assigned to the extent such assignee fails, upon satisfaction or waiver by us of all conditions to such assignee making its initial extensions of credit or purchase of the Unsecured Notes on the Closing Date, to fund such assigned Commitments on the Closing Date. Any and all obligations of, and services to be provided by, us hereunder (including our respective Commitments) may be performed, and any and all of our rights hereunder may be exercised, by or through any of our respective affiliates or branches and we reserve the right to allocate, in whole or in part, to our respective affiliates or branches certain fees payable to us in such manner as we and our respective affiliates may agree in our and their sole discretion. You further acknowledge that we may share with any of our respective affiliates, and such affiliates may share with us, any information relating to the Transactions, you or the Acquired Business (and your and their respective affiliates), or any of the matters contemplated in the Debt Financing Letters.

(c)                                  This Commitment Letter has been and is made solely for the benefit of you, us and the Indemnified Persons and your, our and their respective successors and assigns, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or your and our agreements contained herein.

(d)                                 The Debt Financing Letters set forth the entire understanding of the parties hereto as to the scope of the Commitments and our obligations hereunder and thereunder. The Debt Financing Letters supersede all prior understandings and proposals, whether written or oral, between us and you relating to any financing or the transactions contemplated hereby and thereby.

(e)                                  You agree that we or any of our respective affiliates may disclose information about the Transactions to market data collectors and similar service providers to the financing community.

(f)                                   We hereby notify you that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), each of us and each of the Investors may be required to obtain, verify and record information that identifies the Acquiror and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Investors to identify the Acquiror and the Guarantors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Investors.

13.                               Amendment; Waiver. This Commitment Letter may not be modified or amended except in a writing duly executed by the parties hereto. No waiver by any party of any breach of,

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or any provision of, this Commitment Letter shall be deemed a waiver of any similar or any other breach or provision of this Commitment Letter at the same or any prior or subsequent time. To be effective, a waiver must be set forth in writing signed by the waiving party.

14.                               Surviving Provisions. Notwithstanding anything to the contrary in this Commitment Letter, except as set forth in the immediately succeeding sentence, Sections, 2, 4 and 7 to and including 15 hereof shall survive the expiration or termination of this Commitment Letter, regardless of whether the Definitive Debt Documents have been executed and delivered or the Transactions consummated; provided, that your obligations under this Commitment Letter (other than your obligations with respect to (a)  the syndication of the Debt Financing and the titles and roles related thereto and (b) confidentiality) shall automatically terminated and be superseded in their entirety by those set forth in the Definitive Debt Documents.

15.                               Acceptance, Expiration and Termination; Reduction. Please indicate your acceptance of the terms of the Debt Financing Letters by returning to us executed counterparts of the Debt Financing Letters not later than 11:59 p.m., New York City time, on June 19, 2017 (the “Deadline”; the date of receipt of such executed counterparts, the “Signing Date”). The Debt Financing Letters are conditioned upon your contemporaneous execution and delivery to us, and the contemporaneous receipt by us, of executed counterparts of each Debt Financing Letter on or prior to the Deadline. This Commitment Letter will expire at such time in the event that you have not returned such executed counterparts to us by such time. Thereafter, except with respect to any provision that expressly survives pursuant to Section 14 hereof, this Commitment Letter (but not the other Debt Financing Letters) will terminate automatically on the earliest of (i) the date of termination of the Purchase Agreement prior to the closing of the Acquisition, (ii) the closing of the Acquisition (unless the Initial Lender has failed to fund in breach of its obligations hereunder) and (iii) 5:00 p.m., New York City time, on August 12, 2017. In addition, our Commitments hereunder to purchase Unsecured Notes shall automatically be reduced, on a dollar for dollar basis, by the aggregate gross proceeds from the issuance or sale of any Unsecured Notes, whether pursuant to this Commitment Letter or otherwise upon the closing thereof (whether in escrow or otherwise).

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Definitive Debt Documents by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder by the Commitment Parties are subject only to the conditions precedent set forth in Section 3 hereof, including the execution and delivery of the Definitive Debt Documents (which shall be negotiated in good faith as required by the Documentation Principles).

[Signature Pages Follow]

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We are pleased to have the opportunity to work with you in connection with this important financing.

[Signature Page to Commitment Letter]

Accepted and agreed to as of the
date first above written:

[Signature Page to Commitment Letter]

EXHIBIT A

Project Barolo
$150.0 million Term Loan Facility

$10.0 million Revolving Credit Facility
Summary of Principal Terms and Conditions(1)

(1)  All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including the other Exhibits thereto.

Exhibit A-1

Exhibit A-2

Exhibit A-3

Exhibit A-4

Exhibit A-5

Exhibit A-6

Exhibit A-7

Exhibit A-8

Exhibit A-9

Exhibit A-10

Exhibit A-11

Exhibit A-12

Exhibit A-13

Exhibit A-14

Exhibit A-15

Exhibit A-16

Exhibit A-17

Exhibit A-18

Annex A to Exhibit A
to Commitment Letter

Interest and Certain Fees

Exhibit A-19

Exhibit A-20

EXHIBIT B

Exhibit B to Commitment Letter

Closing Conditions

Capitalized terms used but not defined in this Exhibit B have the meanings assigned to them elsewhere in this Commitment Letter. The closing of the Facilities and the making of the initial loans thereunder and the initial purchase by Jefferies of the Unsecured Notes are conditioned upon satisfaction of the relevant conditions precedent contained in Section 3 of this Commitment Letter, the other conditions expressly set forth in this Commitment Letter, in Exhibit A under “Conditions Precedent to Initial Borrowing” (with respect to the Facilities) and those identified below. For purposes of this Exhibit B, references to “we,” “us” or “our” means Jefferies, Jefferies Finance and their respective affiliates.

1.                                      Subject to the Certain Funds Provisions, (x) the execution and delivery of the Definitive Debt Documents by the applicable Credit Parties (or the Acquiror with respect to the Unsecured Notes Offering) and (y) delivery to the Lead Arranger (or Jefferies with respect to the Unsecured Notes Offering) of (i) borrowing notices (if applicable), customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation/organization, in each case with respect to the Credit Parties (to the extent applicable) (or the Acquiror with respect to the Unsecured Notes Offering), and (ii) a solvency certificate, substantially in the form attached hereto as Exhibit C, dated the Closing Date and after giving effect to the Transactions from a senior financial officer of the Borrower, relating to the solvency of the Borrower and its subsidiaries on a consolidated basis. Subject to the Certain Funds Provisions, with respect to the Facilities, all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral shall have been executed and delivered by the Credit Parties and, if applicable, be in proper form for filing.

2.                                      Substantially concurrently with the initial funding under the Facilities and the purchase of the Unsecured Notes (if any Unsecured Notes are being purchased on the Closing Date), the Acquisition shall be consummated in accordance with the terms and conditions of the Purchase Agreement without giving effect to any alteration, amendment, modification, supplement or express waiver or consent granted by the Acquiror or any of its subsidiaries, if such alteration, amendment, modification, supplement or express waiver or consent granted by the Acquiror or any of its subsidiaries is materially adverse to the interests of Jefferies or its affiliates, without the prior written consent of Jefferies Finance (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any alteration, amendment, modification, supplement or express waiver or consent granted by the Acquiror or any of its subsidiaries under the Purchase Agreement that results in (a) a reduction in the Purchase Price shall be deemed not to be materially adverse to the interests of Jefferies if such reduction is applied to reduce the Term Loan Facility or (if any Unsecured Notes are being purchased on the Closing Date) the Unsecured Notes, (b) an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of Jefferies so long as any such increases shall not be funded with proceeds of any indebtedness, (c) any change in the Purchase Price shall be deemed not to be materially adverse to the interests of Jefferies if such change is pursuant to any purchase price adjustment provisions, including, without limitation, working capital adjustments, set forth in the Purchase Agreement or (d) an amendment, modification or express

Exhibit B-1

waiver with respect to the definition of Company Material Adverse Effect shall be deemed materially adverse to the interests of Jefferies.

3.                                      The Refinancing shall have been consummated or, substantially concurrently with the initial borrowings and initial purchases under the Debt Financing, shall be consummated; provided that up to $50,000 aggregate principal amount of the Acquired Business’ 5.000% Subordinated Convertible Promissory Notes due August 29, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified) may remain outstanding.

4.                                      Jefferies shall have received (a) audited consolidated balance sheets of each of the Acquiror and its consolidated subsidiaries and of the Target and its consolidated subsidiaries, in each case as at the end of, and related audited statements of income and cash flows and stockholders’ equity of each of the Acquiror and its consolidated subsidiaries and the Target and its consolidated subsidiaries, in each case for, the most recent three fiscal years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets of each of the Acquiror and its consolidated subsidiaries and of the Target and its consolidated subsidiaries, in each case as at the end of, and related statements of income and cash flows and stockholders’ equity of each of the Acquiror and its consolidated subsidiaries and the Target and its consolidated subsidiaries, in each case, for each fiscal quarter after the date of the most recent financial statements delivered pursuant to clause (a) above and ended at least 45 days before the Closing Date. Jefferies hereby confirms receipt of (x) the audited financial statements of the Acquiror referred to in clause (a) above for the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016 and the unaudited financial statements of the Acquiror referred to in clause (b) above for the fiscal quarter ended March 31, 2017, (y) the audited financial statements of the Target and its subsidiaries referred to in clause (a) above for the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016 and the unaudited financial statements of the Target and its subsidiaries referred to in clause (b) above for the fiscal quarter ended March 31, 2017.

5.                                      Jefferies shall have received a pro forma consolidated balance sheet of the Acquiror as of the last day of the most recently completed fiscal quarter for which financial information pursuant to paragraph 4 above has been delivered and pro forma consolidated statement of income of the Acquiror for the most recently completed fiscal quarter and most recently completed fiscal year, in each case for which financial information pursuant to paragraph 4 above has been delivered and prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements).

6.                                      With respect to the Unsecured Notes, (a) Jefferies shall have received (i) not later than close of business on the date this Commitment Letter is countersigned by you, a complete (as determined by us) initial draft of an offering memorandum relating to the issuance of the Unsecured Notes, containing all Required Information (as defined below) as would be customary in an offering of the Unsecured Notes under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) as soon as practicable and in no event later than two Business Days after the date hereof a preliminary offering memorandum (the “Preliminary Offering Memorandum”) usable in a customary road show relating to the issuance of the Unsecured Notes that contains all Required Information as would be customary in an offering of

Exhibit B-2

the Unsecured Notes under Rule 144A under the Securities Act and (b) senior management and representatives of the Acquiror shall have participated in a customary road show (which may, in the sole discretion of Jefferies, be telephonic) for the Unsecured Notes. We shall have been afforded a period of at least 15 consecutive Business Days (as defined below) following delivery to us of a complete Preliminary Offering Memorandum relating to the Unsecured Notes and the draft comfort letters contemplated by paragraph 7(i) below to seek to place the Unsecured Notes; provided that neither July 3, 2017 nor July 5, 2017 shall constitute Business Days for the purposes of such 15-Business-Day period (though such period shall not be required to restart as a result of the occurrence of such days). For purposes of this Exhibit B, “Business Day” shall have the meaning set forth in the Purchase Agreement. “Required Information” means all financial statements of the Acquiror or the Target, as applicable, and other data to be included therein (including all audited financial statements, all unaudited financial statements (each of which shall have undergone a SAS 100 review or the equivalent) and all appropriate pro forma financial statements (it being understood that pro forma financial statements giving effect to the Acquisition shall only be required to be prepared using the financial statements of the Acquiror and the Target identified in paragraph 4 above)) prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States, and all other data (including selected financial data) and other information, in each case, of the type and form customarily included in offering memoranda customarily used in Rule 144A offerings, and shall not include, for the avoidance of doubt, other information or financial data customarily excluded from a Rule 144A offering memorandum. Jefferies hereby confirms receipt of the initial draft offering memorandum referred to in subclause (a)(i) of this paragraph 6.

7.                                      With respect to the Unsecured Notes, the independent accountants for the Acquiror and Target that have audited the financial statements contained in the offering memorandum relating to the issuance of the Unsecured Notes shall each make available and have delivered to us, (i) no later than the delivery to us of the Preliminary Offering Memorandum in accordance with preceding paragraph, in a form they are prepared to execute, a draft, in customary form for registered or Rule 144A offerings of securities like the Unsecured Notes (including, without limitation, customary “negative assurance” and the items included in the “circle-up” and the degree of comfort provided with respect thereto), of a comfort letter prepared in accordance with the requirements of AS 6101 covering the financial statements and other data included and incorporated by reference in each confidential offering memorandum (the “Comfort Letter”), (ii) no later than the pricing of the Unsecured Notes Offering, an executed copy of the Comfort Letter, and (iii) the date of consummation of the issuance of the Unsecured Notes Offering, a customary “bring down” comfort letter satisfactory to us in our sole discretion

8.                                      All costs, fees, expenses (including reasonable and documented legal fees and out-of-pocket expenses and recording taxes and fees) and other compensation and amounts payable on the Closing Date to us, the Investors or any of our or their respective affiliates pursuant to the Commitment Letter or the Fee Letter, shall have been (or concurrently with the initial funding of the Debt Financing will be) paid to the extent due and payable in accordance with the terms, respectively, thereof and (other than in the case of fees) invoiced at least two Business Days (unless otherwise reasonably agreed by the Borrower) prior to the Closing Date. The Debt Financing Letters shall be in full force and effect

Exhibit B-3

9.                                      You shall have delivered, at least two Business Days prior to the Closing Date, all documentation and other information about the Acquiror and the Credit Parties that is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested by the Commitment Parties at least ten Business Days prior to the Closing Date.

10.                               The Specified Representations shall be true and correct in all material respects, or, to the extent qualified by materiality or “Material Adverse Effect,” in all respects, as of the Closing Date (except in the case of any such representation which expressly relates to a given date or period, such representation shall be true and correct in all material respects (or in all respects, as the case may be) as of the respective date or period) and, subject to the Certain Funds Provisions, the Specified Acquisition Representations shall be true and correct in all respects.

11.                               With respect to the Facilities, the Closing Date shall not occur prior to July 19, 2017.

Exhibit B-4

Exhibit C

EXHIBIT C TO COMMITMENT LETTER

SOLVENCY CERTIFICATE

[BORROWER]

[     ], 20[ ]

Pursuant to Section [  ] of the Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among [                  ], the undersigned [chief accounting officer][other officer with equivalent duties] of the Borrower hereby certifies to the [Administrative Agent] as of the date hereof, solely on behalf of the Borrower and not in his or her individual capacity and without assuming any personal liability whatsoever, that:

I am familiar with the finances, properties, businesses and assets of the Borrower and its Subsidiaries and the Target and its Subsidiaries.(2) I have reviewed the Loan Documents and such other documentation and information and have made such investigation and inquiries as I have deemed necessary and prudent therefor. I have also reviewed the consolidated financial statements of the Borrower and its Subsidiaries and the Target and its Subsidiaries, including projected financial statements and forecasts relating to statements of operations and cash flow statements of the Borrower and its Subsidiaries and the Target and its Subsidiaries, respectively.

On the Closing Date, after giving effect to the Transactions, the Borrower and its Subsidiaries (on a consolidated basis) (a) have property with fair value greater than the total amount of their debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability), subordinated or otherwise, (b) have assets with present fair salable value not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, (c) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute an unreasonably small capital.

All capitalized terms used but not defined in this certificate shall have the meanings set forth in the Credit Agreement.

IN WITNESS WHEREOF, I have executed this Certificate as of the date first written above

(2)  NTD: Subsidiaries” to be defined in a manner consistent with the Documentation Principles.

Exhibit C-1