Commitment Letter, dated as of March 11, 2018, by and among Lumentum Holdings, Inc., Deutsche Bank Securities Inc. and Deutsche Bank AG New York

Exhibit 10.1

DEUTSCHE BANK AG NEW YORK BRANCH

DEUTSCHE BANK SECURITIES INC.

60 Wall Street

New York, New York 10005

March 11, 2018

Lumentum Holdings Inc.

400 North McCarthy Boulevard

Milpitas, California 95035

Attention: Aaron Tachibana

Project Prota

Term Loan Facilities

Commitment Letter

Ladies and Gentlemen:

You have advised each of Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (“DBSI” and, together with DBNY, collectively, the “Agents”, “DB”, “we” or “us”) that you intend to consummate the Transaction (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Transaction Description attached hereto as Exhibit A or in the Term Sheet or Summary of Additional Conditions referred to below).

In connection with the foregoing, DBNY is pleased to advise you of its commitment to provide 100% of the principal amount of the Committed Initial Term Loan Facility, upon the terms set forth or referred to in this commitment letter (together with the exhibits attached hereto, this “Commitment Letter”) and in the Summary of Principal Terms and Conditions for the Term Loan Facilities attached hereto as Exhibit B (the “Term Sheet”) and subject to the conditions set forth in the Summary of Additional Conditions Precedent attached hereto as Exhibit C (the “Summary of Additional Conditions”).

You hereby appoint (a) DBSI to act, and DBSI hereby agrees to act, as sole lead book running manager and sole lead arranger for the Initial Term Loan Facility (in such capacity, the “Lead Arranger”) and (b) DBNY to act, and DBNY hereby agrees to act, as sole administrative agent and collateral agent for the Term Loan Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. Each of DBSI and DBNY will perform the duties and exercise the authority customarily performed and exercised by it in the foregoing roles. DBSI will have “left side” designation and shall appear on the top left of the cover page of any marketing materials for the Initial Term Loan Facility and will have all rights and responsibilities associated with such position and placement.

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We intend, prior to and/or after the execution of definitive documentation for the Term Loan Facility (the “Term Loan Documentation”), to syndicate all or a portion of our commitments with respect to the Committed Initial Term Loan Facility and, upon your request, all of the Additional Uncommitted Term Loans to a group of banks, financial institutions and other lenders (together with DBNY, the “Lenders”) identified by us in consultation with you pursuant to a syndication to be managed exclusively by the Lead Arranger, provided that we will not syndicate to (i) those persons identified by you by name in writing to us prior to the date hereof or (ii) competitors of the Borrower, any of its subsidiaries or the Acquired Business that are identified by you by name in writing prior to the date hereof (such persons, together with any person that is clearly identifiable as an affiliate of such person on the basis of its name, collectively, the “Disqualified Institutions”); provided, further, that the Borrower, upon reasonable written notice to the Lead Arranger after the date hereof (or, after the Closing Date, the Administrative Agent), shall be permitted to supplement in writing the list of persons that are Disqualified Institutions to the extent such supplemented person is or becomes a bona fide competitor of the Borrower, its subsidiaries and the Acquired Business; provided however, that such supplementation shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans; and provided, further, that a competitor or an affiliate of a competitor shall not include any bona fide debt fund or investment vehicle (other than a person which is excluded pursuant to clause (i) above). All aspects of the syndication of the Initial Term Loan Facility, including, without limitation, timing, potential syndicate members to be approached, titles, allocations and division of fees, shall be determined by (and coordinated through) the Lead Arranger in consultation with you (subject only to the last paragraph of Section 2 and your express consent rights as provided above).

We intend to commence our syndication efforts with respect to the Initial Term Loan Facility following your execution and delivery to us of this Commitment Letter and, until the earlier to occur of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) forty-five (45) days after the Closing Date (the “Syndication Period”), you agree actively to assist (and to use your commercially reasonable efforts to cause the Acquired Business to actively assist) us in completing a syndication that is reasonably satisfactory to us and you. Such assistance shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your and the Acquired Business’ existing lending and investment banking relationships, (b) direct contact between your senior management, representatives and advisors (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Acquired Business), on the one hand and the proposed Lenders and rating agencies identified by the Lead Arranger on the other hand, at times and places reasonably requested by the Lead Arranger, (c) assistance by you (and your using commercially reasonable efforts to cause the assistance by the Acquired Business) in the prompt preparation of a Confidential Information Memorandum for the Initial Term Loan Facility and other marketing materials and information reasonably deemed necessary by the Lead Arranger to complete a Successful Syndication (collectively, the “Information Materials”) for delivery to potential syndicate members and participants prior to the commencement of the Marketing Period, including, without limitation, any financial estimates, forecasts, projections and other forward-looking financial information regarding the future performance of the Borrower and its subsidiaries, including the Acquired Business (such forward-looking financial information, collectively, the “Projections”), (d) the hosting, at reasonable times and upon reasonable request, with the Lead Arranger, of one or more meetings and/or conference calls with prospective Lenders, (e) your ensuring (or, in the case of the Acquired Business, your using commercially reasonable efforts to ensure) that, until the later of (x) the end of the Syndication Period and (y) the Closing Date, there will not be any announcement, offering, placement or arrangement of issues of debt securities or credit facilities of, or on behalf of, you, the Acquired Business or any of your or their subsidiaries (including refinancings and renewals of debt but excluding the Initial Term Loan Facility, debt expressly permitted to be incurred by the Acquired Business (and remain outstanding on the Closing Date) under the Merger Agreement (as in effect on the date hereof), working capital indebtedness incurred in the ordinary course of business, intercompany indebtedness, purchase money debt and capital lease obligations incurred in the ordinary course of business or other indebtedness that has otherwise been

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consented to by the Lead Arranger), without the consent of the Lead Arranger, if such announcement, offering, placement or arrangement would reasonably be expected to impair the primary syndication of the Initial Term Loan Facility in any material respect, and (f) your using commercially reasonable efforts to obtain (i) public ratings for the Initial Term Loan Facility (of any level), from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investor’s Services, Inc. (“Moody’s”), and (ii) a public corporate rating and a public corporate family rating of the Borrower (of any level) from each of S&P and Moody’s, respectively, in each case prior to the launch of the syndication of the Initial Term Loan Facility. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, (a) none of the foregoing (including the obtaining of the ratings referenced above) shall constitute a condition to the commitments hereunder or the funding of the Committed Initial Term Loan Facility on the Closing Date, (b) except as expressly provided in Section 11 of the Summary of Additional Conditions hereto, neither the commencement nor the completion of the syndication of the Committed Initial Term Loan Facility shall constitute a condition precedent to the funding of the Committed Initial Term Loan Facility on the Closing Date, and (c) the only Projections or pro forma or other financial statements that shall be required to be provided to the Lead Arranger in connection with the syndication of the Initial Term Loan Facility shall be those required to be delivered pursuant to Section 7 of Exhibit C.

Notwithstanding the foregoing, it is understood and agreed that (i) neither this Commitment Letter nor the Fee Letter is an express or an implied commitment or offer and there shall be no obligation of, any Agent or any of its affiliates, to provide, underwrite or participate in the Additional Uncommitted Term Loans and (ii) DB shall be under no obligation to pay any consideration to any Lender to arrange the Additional Uncommitted Term Loans.

You hereby acknowledge that (a) the Agents will make available Information (as defined below) and Projections, and the documentation relating to the Term Loan Facilities referred to in the paragraph below, to the proposed syndicate of Lenders (which will exclude Disqualified Institutions) by transmitting such Information, Projections and documentation through Intralinks, Debtdomain, SyndTrak Online, the internet, email or similar electronic transmission systems and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that (i) have personnel that wish only to receive information and documentation that does not constitute or include material non-public information (within the meaning of the United States federal securities laws) and (ii) do not wish to receive material non-public information with respect to the Borrower and its subsidiaries, the Acquired Business or their respective securities). You further agree, at the request of the Lead Arranger, to assist in the prompt preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication of the Initial Term Loan Facility, consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to the Borrower, the Acquired Business or their respective subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information” and with any information and documentation that is not Public Lender Information being referred to herein as “Private Lender Information”).

It is understood that in connection with your assistance described above, customary authorization letters will be included in any such Confidential Information Memorandum that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Confidential Information Memorandum containing only Public Lender Information does not include any Private Lender Information and exculpate us with respect to any liability related to the use of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof and exculpate you and the Acquired Business with respect to any liability related to the misuse of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof. Before distribution of any such Confidential Information

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Memorandum or any related offering and marketing materials, each document to be disseminated by the Lead Arranger (or any other Agent) to any Lender in connection with the Term Loan Facilities will be identified by you as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information.

You further agree that the following documents may be distributed as Public Lender Information, unless you advise the Lead Arranger in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed as Private Lender Information (provided that such materials have been provided to you and your counsel for review a reasonable period of time prior thereto): (a) administrative materials prepared by the Lead Arranger for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) customary marketing term sheets and notification of changes in the Term Loan Facilities’ terms and conditions, (c) drafts and final versions of the Term Loan Documentation and (d) publicly available financial statements of the Borrower and the Acquired Business.

You represent and warrant (and with respect to Information (as defined below) relating to the Acquired Business, to the best of your knowledge prior to the Closing Date) that (a) no written information which has been or is hereafter furnished to us by you or on your behalf in connection with the transactions contemplated hereby (other than the Projections, pro formas, other forward looking information and information of a general economic or industry specific nature) (such written information being referred to herein collectively as the “Information”) when taken as a whole contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any material misstatement of fact or omitted (or will omit) as of such time to state any material fact necessary to make the statements therein taken as a whole not misleading, in light of the circumstances under which they were (or hereafter are) made and (b) the Projections that have been or will be made available to the Lead Arranger by you or any of your representatives have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time made and at the time such Projections are made available to the Lead Arranger, it being recognized by the Agents that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized. You agree that if at any time prior to the earlier of (x) 45 days after the Closing Date and (y) the later of (i) the Closing Date and (ii) a Successful Syndication, any of the representations and warranties in the preceding sentence would (to the best of your knowledge, with respect to Information relating to the Acquired Business prior to the Closing Date) be incorrect in any material respect if the Information and Projections were being furnished, and such representations and warranties were being made, at such time, then you will promptly supplement the Information and the Projections so that (to the best of your knowledge, with respect to the Information relating to the Acquired Business prior to the Closing Date) such representations and warranties will be correct in all material respects under those circumstances. You understand that, in arranging and syndicating the Initial Term Loan Facility, we will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof and do not assume responsibility for the accuracy or completeness of the Information or the Projections.

DBNY’s commitment hereunder, and each Agent’s agreement to perform the services described herein, are subject only to the satisfaction of the conditions set forth in the Summary of Additional Conditions (the “Exclusive Funding Conditions”).

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Notwithstanding anything set forth in this Commitment Letter, the Fee Letter or the Term Loan Documentation, or any other agreement or other undertaking concerning the transactions contemplated hereby to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability of the Committed Initial Term Loan Facility on the Closing Date shall be (x) such of the representations made by (or with respect to) the Acquired Business in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you have (or your applicable affiliate has) the right (taking into account any applicable cure provisions and determined without regard to any notice requirement) to terminate your (or your affiliate’s) obligations (or to refuse to consummate the Acquisition) under the Merger Agreement as a result of a breach of such representations (the “Merger Agreement Representations”) and (y) the Specified Representations (as defined below) and (ii) the terms of the Term Loan Documentation shall be in a form such that they do not impair the availability of the Committed Initial Term Loan Facility on the Closing Date if the Exclusive Funding Conditions shall have been satisfied or waived (it being understood that to the extent any Collateral referred to in the Term Sheet may not be perfected by (A) the filing of a UCC financing statement or (B) taking delivery and possession of any stock certificates of the Borrower and its subsidiaries that constitute Collateral, if the perfection of the Administrative Agent’s security interest in such Collateral may not be accomplished prior to the Closing Date after your use of commercially reasonable efforts to do so, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Committed Initial Term Loan Facility on the Closing Date but, instead, may be accomplished within 90 days after the Closing Date (or such longer period after the Closing Date reasonably acceptable to the Administrative Agent); provided that stock certificates representing equity interests in any subsidiaries of the Target (to the extent required under the terms of the Term Sheet) will, to the extent you have used commercially reasonable efforts to obtain them, only be required to be delivered on the Closing Date to the extent received from the holders thereof prior to the Closing Date). For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Loan Documentation relating to corporate existence, corporate power and authority relating to the entering into and performance of the Term Loan Documentation, the due authorization, execution, delivery, validity and enforceability of the Term Loan Documentation, no conflicts of the Term Loan Documentation with organizational documents, margin regulations, the Investment Company Act of 1940, as amended, solvency of the Borrower and its subsidiaries on a consolidated basis as of the Closing Date (after giving pro forma effect to the Transaction and with solvency to be defined consistently with the solvency certificate to be delivered pursuant to Section 6 of Exhibit C), Patriot Act/“know your customer” laws, use of proceeds of the Initial Term Loan Facility not in violation of OFAC/sanctions/anti-terrorism laws, FCPA/anti-corruption laws and anti-money laundering laws and, subject to the last parenthetical appearing in the preceding sentence and customary “permitted liens”, the creation, validity, perfection and priority of the security interests granted in the proposed Collateral. The provisions of this paragraph are referred to as the “Funds Certain Provisions”.

You agree that we will have the right to communicate and consult with you and your affiliates with respect to your and their rights and remedies under the Merger Agreement.    

As consideration for DBNY’s commitment hereunder, and each Agent’s agreement to perform the services described herein, you agree to pay (or cause to be paid) to each Agent the fees to which such Agent is entitled set forth in this Commitment Letter and in the Fee Letter dated the date hereof and delivered herewith with respect to the Initial Term Loan Facility (the “Fee Letter”).

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To induce each Agent to issue this Commitment Letter and to proceed with the Term Loan Documentation, you hereby agree that all reasonable and documented out-of-pocket fees and expenses (including the reasonable and documented fees and expenses of outside counsel and consultants) of each Agent and its respective affiliates arising in connection with the Initial Term Loan Facility and the preparation, negotiation, execution, delivery and enforcement of this Commitment Letter, the Fee Letter and the Term Loan Documentation (including in connection with our due diligence and syndication efforts) shall be for your account (and that you shall from time to time upon request from such Agent reimburse such Agent and its affiliates for all such reasonable and documented out-of-pocket fees and expenses paid or incurred by them); provided that you shall only be responsible for the reasonable and documented fees and expenses of one primary counsel acting for the Agents (taken as a whole) for the Initial Term Loan Facility and one local counsel for each relevant jurisdiction as may be necessary or advisable in the judgment of the Agents.

You further agree to indemnify and hold harmless each Agent and each other agent or co-agent (if any) designated by the Lead Arranger with respect to the Initial Term Loan Facility (each, a “Co-Agent”) and their respective affiliates and controlling persons and the respective directors, officers, employees, representatives and agents of each of the foregoing (each, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever (subject, in the case of any costs or expenses incurred by the Indemnified Person in connection with the negotiation or documentation of the Term Loan Facilities, this Commitment Letter or the Fee Letter, to the limitations set forth in the immediately preceding paragraph) which may be incurred by or asserted against or involve any Agent, any Co-Agent or any other such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Transaction, this Commitment Letter or the Fee Letter (any of the foregoing, a “Proceeding”) and, upon demand, to pay and reimburse each Agent, each Co-Agent and each other Indemnified Person for any reasonable and documented legal or other out-of-pocket expenses paid or incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Agent, any Co-Agent or any other such Indemnified Person is a party to any action or proceeding out of which any such expenses arise or such matter is initiated by a third party or by you or any of your affiliates); provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s controlled or controlling affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or representatives (collectively, such Indemnified Person’s “Related Persons”), (ii) arising out of a material breach by such Indemnified Person (or any of such Indemnified Person’s Related Persons) of its respective obligations under this Commitment Letter or the Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (iii) arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of you or any of your subsidiaries and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent in its capacity or in fulfilling its role as an administrative agent or Lead Arranger under the Term Loan Facilities); provided, however, that the foregoing indemnity will apply to any such settlement in the event that you were offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense; and provided, further, that you shall be responsible for the fees and expenses of only one counsel for all Indemnified Persons in connection with indemnification claims arising out of the same facts or circumstances and, if reasonably necessary or advisable in the judgment of the Agents, a single local counsel to the Indemnified Persons in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional primary counsel and one additional local counsel in each applicable jurisdiction, in each case, to the affected Indemnified Persons. No Indemnified Person shall be responsible or liable to you or any other person or entity for any damages arising from the use by

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others of information or other materials obtained through electronic, telecommunications, internet-based or other information transmission systems (including, without limitation, IntraLinks, Debtdomain, SyndTrak Online or email), except to the extent such damages have resulted from the willful misconduct, gross negligence or bad faith of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable judgment). None of you or Target (or any of your or its respective subsidiaries), or any Indemnified Person shall be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Commitment Letter, the Fee Letter or the financing contemplated hereby; provided that nothing contained in this paragraph will limit your indemnification obligations set forth herein to the extent such indirect, special, punitive or consequential damages are included in any third party claim with respect to which the applicable Indemnified Person is entitled to indemnification under the first paragraph of this Section 7.

Notwithstanding anything to the contrary herein, 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 final and non-appealable 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 and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7. If you have reimbursed any Indemnified Person for any legal or other expenses in accordance with such request and there is a final and non-appealable judicial determination that the Indemnified Person was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 7, then the Indemnified Person shall promptly refund such amount.

Each Agent reserves the right to employ the services of its affiliates (including, in the case of DB, Deutsche Bank AG) in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to such Agent in such manner as such Agent and its affiliates may agree in their sole discretion. You acknowledge that (i) each Agent may share with any of its affiliates, and such affiliates may share with such Agent, any information related to the Transaction, you, the Acquired Business (and your and its respective subsidiaries and affiliates), or any of the matters contemplated hereby and (ii) each Agent and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you or your subsidiaries may have conflicting interests regarding the transactions described herein or otherwise. No Agent will, however, furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you to other companies (other than your affiliates). You also acknowledge that no Agent has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by it from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether we or our affiliates have advised or are advising you on other matters, (b) we, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on our part, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that we and our affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that we and our affiliates have no obligation to disclose such interests and

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transactions to you by virtue of any fiduciary, advisory or agency relationship, and (e) you waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we and our affiliates 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.

You further acknowledge that DBSI is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, DBSI and/or its affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Acquired Business and your and its subsidiaries and other companies with which you, the Acquired Business or your or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by DBSI, any of its affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

Each Agent or its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, your subsidiaries the Acquired Business or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof.

You acknowledge that you have been advised of the roles of DB and/or its affiliates as buy-side advisors to you in connection with the Transaction and that, in such capacity, DB and/or its affiliates are not advising you to enter into this Commitment Letter or advising you with respect to any financing contemplated herein. You acknowledge and agree that you (together with your legal and other advisors) are independently evaluating this Commitment Letter and any provision of financing contemplated herein and are fully aware of any conflicts of interest which may exist as a result of DB’s engagement hereunder and the engagement of DB and/or its affiliates as buy-side advisors to you. You acknowledge and agree to such retentions, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of DB hereunder or any arrangement, underwriting or provision by DB and/or its affiliates of any financing in connection with the Transactions and, on the other hand, DB’s and/or its affiliates’ roles as buy-side advisors to you in connection with the Transactions.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, by you to any other person or entity except (a) to your affiliates, officers, directors, employees, attorneys, accountants and advisors who are directly involved in the consideration of this matter and on a confidential and need-to-know basis or (b) as required by applicable law or compulsory legal process or in connection with any pending legal proceeding (in which case you agree, to the extent permitted by applicable law, to inform us promptly thereof) or regulatory review or (c) if the Agents consent in writing to such proposed disclosure; provided that (i) you may disclose this Commitment Letter, the Fee Letter, the Term Loan Documentation and the contents hereof (provided that any such disclosure of the Fee Letter or the contents thereof shall be subject to customary redaction of the fees and the economic “market flex” provisions contained therein on terms reasonably satisfactory to the Lead Arranger) to the Acquired Business, its affiliates and their respective officers, directors, employees, attorneys, accountants

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and advisors, in each case who are directly involved in the consideration of this matter and on a confidential and need-to-know basis, (ii) you may disclose the Term Sheet and the other exhibits and annexes to the Commitment Letter, and the contents thereof, to any rating agencies in connection with obtaining ratings for the Borrower and the Initial Term Loan Facility, (iii) you may disclose the aggregate fee amounts contained in the Fee Letter as part of a generic disclosure of aggregate sources and uses related to fee amounts applicable to the Transaction to the extent customary or required in any public filing relating to the Transaction, and (iv) this Commitment Letter and the Fee Letter may be disclosed (x) upon the request or demand of any regulatory authority or self regulatory body having jurisdiction or oversight over you or any of your affiliates, their businesses or operations and (y) to a court, tribunal or any other applicable administrative agency or judicial authority in connection with the enforcement of your rights hereunder (in which case you agree to inform the Lead Arranger promptly thereof prior to such disclosure to the extent permitted by applicable law), and (v) you may disclose this Commitment Letter (but not the Fee Letter) and its contents in any information memorandum or syndication distribution, as well as in any public filing or other marketing materials relating to the Acquisition or the Initial Term Loan Facility.

Each Agent and its affiliates will use all confidential information provided to it or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Agent from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such Agent, to the extent permitted by law, agrees to inform you promptly thereof), (b) upon the request or demand of any regulatory authority or self-regulatory body having jurisdiction or oversight over such Agent or any of its affiliates, their businesses or operations, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Agent or any of its affiliates, (d) to the extent that such information is received by such Agent from a third party that is not to its knowledge subject to confidentiality obligations to you or the Acquired Business, (e) to the extent that such information is independently developed by such Agent, (f) to such Agent’s affiliates and their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transaction and are informed of the confidential nature of such information, (g) to potential Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its affiliates or any of their respective obligations, in each case who agree (which may be oral or pursuant to customary syndication practice) to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) for purposes of establishing a “due diligence” defense, (i) to enforce their respective rights hereunder or under the Fee Letter, or (j) to the extent permitted by Section 11 hereof in respect of the customary advertisements and promotional materials contemplated thereby. The obligations under this Section 9 shall automatically terminate and be superseded by the confidentiality provisions in the Term Loan Documentation upon the execution and delivery of the Term Loan Documentation and initial funding thereunder or shall expire on the first anniversary of the date of your acceptance of this Commitment Letter, whichever occurs earlier.

This Commitment Letter and the Fee Letter (and your rights and obligations hereunder and thereunder) shall not be assignable by you without the prior written consent of each Agent (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto and thereto (and Indemnified Persons), are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and thereto (and Indemnified Persons) and may not be relied upon by any person or entity other than you. DBNY may assign or participate its commitment hereunder to one or more prospective Lenders; provided that, (a)

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DBNY shall not be relieved or novated from its obligations hereunder (including its obligation to fund the Committed Initial Term Loan Facility on the Closing Date) in connection with any syndication, assignment or participation of the Committed Initial Term Loan Facility, including its commitments in respect thereof, until the initial funding of the Committed Initial Term Loan Facility on the Closing Date, (b) no assignment or novation shall become effective with respect to all or any portion of DBNY’s commitments in respect of the Committed Initial Term Loan Facility until the initial funding of the Committed Initial Term Loan Facility on the Closing Date, and (c) unless you agree in writing, DBNY shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Committed Initial Term Loan Facility, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred. Any and all obligations of, and services to be provided by, any Agent hereunder (including, without limitation, the commitment of DBNY) may be performed, and any and all rights of any Agent hereunder may be exercised, by or through any of its affiliates or branches; provided that with respect to the commitments under the Committed Initial Term Loan Facility, any assignments thereof to an affiliate will not relieve the Agents from any of their obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned.

This Commitment Letter and the Fee Letter may not be amended or modified, or any provision hereof or thereof waived, except by an instrument in writing signed by you and each Agent. Each of this Commitment Letter and the Fee Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter or the Fee Letter by facsimile (or other electronic, i.e. a “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. Section headings used herein and in the Fee Letter are for convenience of reference only, are not part of this Commitment Letter or the Fee Letter, as the case may be, and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter or the Fee Letter, as the case may be. Each Agent may, in consultation with you, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the Transaction in the form of a “tombstone” or otherwise describing the names of the Borrower and its affiliates (or any of them), and the amount, type and closing date of the transactions contemplated hereby, all at the expense of such Agent. This Commitment Letter and the Fee Letter set forth the entire agreement between the parties hereto as to the matters set forth herein and therein and supersede all prior understandings, whether written or oral, between us with respect to the matters herein and therein. Matters that are not covered or made clear in this Commitment Letter or in the Fee Letter are subject to mutual agreement of the parties hereto. THIS COMMITMENT LETTER AND THE FEE LETTER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, INTERPRETATION, CONSTRUCTION, BREACH, ENFORCEMENT OR TERMINATION HEREOF OR THEREOF, AND WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided that (a) the interpretation of the definition of Company Material Adverse Effect (as defined in Exhibit C) and whether there shall have occurred a Company Material Adverse Effect, (b) whether the representations and warranties made with respect to the Acquired Business in the Merger Agreement are accurate and whether as a result of a breach or inaccuracy thereof you or your affiliate have the right to terminate your or its obligations under the Merger Agreement, or refuse to consummate the transactions contemplated by the Merger Agreement and (c) whether the Acquisition has been consummated in accordance with the terms of the Merger Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware,

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without regard to principles of conflicts of law (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the County of New York, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined only in such courts located within New York County, provided, however, that each Agent shall be entitled to assert jurisdiction over you and your property in any court in which jurisdiction may be laid over you or your property, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any such New York State or Federal court, as the case may be, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, and (d) agrees that a final judgment in any such 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. Each of the parties hereto agrees that service of any process, summons, notice or document by registered mail or overnight courier addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

The provisions of Sections 2, 3, 6, 7, 8, 9, 11, 12, 13 and 14 of this Commitment Letter and the provisions of the Fee Letter shall remain in full force and effect regardless of whether definitive Term Loan Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitment of DBNY hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment Letter and the Fee Letter, other than those provisions relating to confidentiality, the syndication of the Initial Term Loan Facility and the payment of annual agency fees to the Administrative Agent, shall automatically terminate and be superseded by the definitive Term Loan Documentation relating to the Term Loan Facilities upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letter.

Each Agent hereby notifies you that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. Law 107-56 (signed into law October 26, 2001)) (as amended from time to time, the “PATRIOT Act”), such Agent is required to obtain, verify and record information that identifies the

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Borrower, each Guarantor and any other borrowers and guarantors under the Term Loan Facilities, which information includes the name, address, tax identification number and other information regarding the Borrower, such Guarantors and such other borrowers and guarantors that will allow such Agent to identify the Borrower, such Guarantors and such other borrowers and guarantors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Agent and each Lender.

DBNY’s commitment with respect to the Committed Initial Term Loan Facility as set forth above, and each Agent’s agreements to perform the services described herein, will automatically terminate (without further action or notice and without further obligation to you) on the first to occur of (i) 5:00 p.m., New York City time, on December 11, 2018, subject to the extension of such time to 5:00 p.m., New York City time, on March 11, 2019, pursuant to the terms of the Merger Agreement as in effect on the date hereof, unless on or prior to such time the Transaction has been consummated, (ii) any time after the execution of the Merger Agreement and prior to the consummation of the Transaction, the date of the valid termination or abandonment of the Merger Agreement in accordance with its terms (other than with respect to ongoing indemnities, confidentiality provisions and similar provisions) or (iii) the date of the closing of the Acquisition without the use of the Committed Initial Term Loan Facility.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on March 16, 2018. The commitment of DBNY hereunder, and each Agent’s agreement to perform the services described herein, will expire automatically (and without further action or notice and without further obligation to you) at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature page to Project Prota – Commitment Letter]

Accepted and agreed to as of

the date first above written:

[Signature page to Project Prota – Commitment Letter]

EXHIBIT A

Project Prota

Term Loan Facilities

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the commitment letter to which this Exhibit A is attached (the “Commitment Letter”) and in the other Exhibits to the Commitment Letter.

Lumentum Holdings Inc., a Delaware corporation (“you” or the “Borrower”) intends to (i) acquire (the “Acquisition”), in a “friendly” transaction, a target company identified to us as “Prota” (the “Target” and, together with its subsidiaries, the “Acquired Business”) by way of (a) a merger of a newly-formed Delaware corporation wholly-owned by the Borrower (“MergerCo”) with and into the Target, with the Target continuing as the surviving entity of such merger and a wholly-owned subsidiary of Borrower (the “Initial Merger”) and (b) as soon as practicable following the Initial Merger, the merger of the Target with and into a newly-formed Delaware limited liability company wholly-owned by the Borrower (“MergerLLC”), with MergerLLC to be the surviving corporation of such merger, and (ii) concurrently with the consummation of the Acquisition, repay all of the existing indebtedness for borrowed money of the Acquired Business other than Permitted Surviving Indebtedness (as defined in the Summary of Additional Conditions) (the “Refinancing”). After the consummation of the Acquisition, all of the outstanding equity interests of the Target will be owned, directly or indirectly, by the Borrower.

The sources of funds needed to effect the Acquisition and the Refinancing, to pay all fees and expenses incurred in connection with the Transaction (the “Transaction Costs”) and to provide for the working capital needs and general corporate requirements of the Borrower and its subsidiaries after giving effect to the Acquisition shall be provided solely through:

(i) a senior secured term loan facility in an aggregate principal amount of $550.0 million (the “Committed Initial Term Loan Facility”); provided that, (x) prior to the commencement of the Marketing Period, the Borrower may request additional senior secured term loans be made available to the Borrower on the Closing Date in an aggregate principal amount not to exceed $250.0 million (the “Additional Uncommitted Term Loans”) and (y) if such Additional Uncommitted Term Loans can be syndicated in full by the Lead Arranger on or prior to the Closing Date, such Additional Uncommitted Term Loans shall be added to (and constitute part of) the Committed Initial Term Loan Facility funded on the Closing Date (the Committed Initial Term Loan Facility as so increased by the Additional Uncommitted Term Loans on the Closing Date (if applicable), the “Initial Term Loan Facility”);

(ii) the issuance of common stock of the Borrower; and

(iii) unrestricted cash on hand of the Borrower and the Target.

The date on which the Acquisition and the Refinancing are consummated and the initial borrowings are made under the Committed Initial Term Loan Facility is referred to herein as the “Closing Date”. The transactions described above are collectively referred to herein as the “Transaction”.

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EXHIBIT B

Project Prota

Term Loan Facilities

Summary of Principal Terms and Conditions

Capitalized terms used but not defined in this Exhibit B shall have the meanings set forth in the commitment letter to which this Exhibit B is attached (the “Commitment Letter”) and in the other Exhibits to the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit B shall be determined by reference to the context in which it is used.

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B-8

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Exhibit C

Project Prota

Term Loan Facilities

Summary of Additional Conditions Precedent

Capitalized terms used in this Exhibit C but not defined herein shall have the meanings set forth in the commitment letter to which this Exhibit C is attached (the “Commitment Letter”) and in the other Exhibits to the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used.

Subject in all respects to the Funds Certain Provisions, the initial borrowing under the Initial Term Loan Facility shall be subject solely to the satisfaction or waiver of the following conditions precedent:

1. The Borrower and each of the Guarantors shall have executed and delivered the Term Loan Documentation, which shall be consistent with the terms of the Commitment Letter and the Term Sheet and this Summary of Additional Conditions, in each case prepared by counsel to the Agents, and otherwise reasonably satisfactory to the Agents.

2. The definitive merger agreement relating to the Acquisition (including, but not limited to, all schedules and exhibits thereto) (collectively, the “Merger Agreement”) shall be in full force and effect. Concurrently with the initial funding under the Committed Initial Term Loan Facility, the Acquisition shall have been consummated in accordance with the terms and conditions of the Merger Agreement and applicable law, and the Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither the Borrower nor any affiliate thereof shall have consented to any action which would require the consent of the Borrower or such affiliate under the Merger Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders in any material respect, in any such case without the prior written consent of the Agents (it being understood and agreed that any alteration, change, supplement, amendment, modification, waiver or consent (a) that decreases the purchase price in respect of the Acquisition shall not be deemed to be adverse to the interests of the Lenders in any material respect, so long as any such decrease in excess of 10% of the purchase price is allocated on a dollar-for-dollar basis to reduce the aggregate principal amount of the Committed Initial Term Loan Facility, (b) that results in any increase in the purchase price in respect of the Acquisition shall not be deemed to be adverse to the interests of the Lenders in any material respect, so long as such increase is funded solely by an issuance of common equity interests of the Borrower, the incurrence of the Additional Uncommitted Term Loans and/or cash on the balance sheet of the Acquired Business or the Borrower and (c) that includes any adverse modifications to the definition of Company Material Adverse Effect (as defined in the Merger Agreement as in effect on the date hereof) shall be deemed to be adverse to the interests of the Lenders in a material respect).

3. Since the date of the Merger Agreement, no Company Material Adverse Effect (as defined in the Merger Agreement as in effect on the date hereof) shall have occurred and be continuing.

4. All obligations of the Acquired Business with respect to the indebtedness being refinanced pursuant to the Refinancing shall have been paid in full, and all commitments, security interests and guaranties in connection therewith shall have been terminated and released. After giving effect to the consummation of the Transaction and the Refinancing, the Borrower and its subsidiaries shall have no outstanding indebtedness, except for indebtedness (i) incurred pursuant to the Initial Term Loan Facility, (ii) indebtedness of the Acquired Business (x) existing on the date of the Merger Agreement or (y) expressly permitted to be incurred by the Acquired Business after such date and, in the case of (x) any

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(y), not required to be repaid in full on the Closing Date under the Merger Agreement (as in effect on the date hereof) and (iii) such other existing indebtedness, if any, of the Acquired Business as shall be permitted by the Lead Arranger (debt under clauses (i), (ii), and (iii), the “Permitted Surviving Indebtedness”).

5. Subject in all respects to the Funds Certain Provisions, the Guaranties and Security Agreements required by the Term Sheet shall have been executed and delivered, and the Lenders shall have a first priority perfected security interest in all assets of the Borrower and the Guarantors as, and to the extent, required by Term Sheet.

6. The Lenders shall have received (1) customary legal opinions from counsel (including, without limitation, New York counsel) in form, scope and substance reasonably acceptable to the Agents, (2) a solvency certificate as to the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transaction, in the form attached as Annex A to this Exhibit C, from the chief financial officer (or other officer with reasonable equivalent duties) of the Borrower, (3) customary corporate (or other organizational) resolutions from the Borrower and the Guarantors, customary secretary’s certificates from the Borrower and the Guarantors appending such resolutions and charter documents and (4) a customary borrowing notice (provided that such notice shall not include any representation or statement as to the absence (or existence) of any default or event of default).

7. The Agents shall have received (1) audited consolidated balance sheets and related statements of income and cash flows of each of the Borrower and the Acquired Business for the three fiscal years of the Borrower or the Acquired Business, as applicable, ended at least 90 days prior to the Closing Date, (2) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and the Acquired Business for each fiscal quarter of the Borrower or the Acquired Business, as applicable, ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date, and (3) pro forma consolidated balance sheet of the Borrower and its subsidiaries (including the Acquired Business) and a pro forma consolidated statement of income of the Borrower and its subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended at least 45 days before the Closing Date, prepared after giving effect to the Transaction as if the Transaction had occurred at the beginning of such period, which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (collectively, the “Required Information”); provided, that it is understood and agreed that the Lead Arranger has previously received (i) audited consolidated balance sheets and related statements of income and cash flows of the Borrower for each of the fiscal years of Borrower ended July 1, 2017, July 2, 2016, and June 27, 2015, (ii) audited consolidated balance sheets and related statements of income and cash flows of the Acquired Business for each of the fiscal years of the Acquired Business ended July 1, 2017, July 2, 2016, and June 27, 2015, (iii) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower for each of the fiscal quarters of Borrower ended December 30, 2017 and September 30, 2017, and (iv) unaudited consolidated balance sheets and related statements of income and cash flows of the Acquired Business for each of the fiscal quarters of the Acquired Business ended December 30, 2017 and September 30, 2017.

8. All reasonable and documented costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation, in each case, contemplated hereby and payable to each Agent and the Lenders shall have been paid to the extent (a) due and owing on the Closing Date pursuant to the Commitment Letter or the Fee Letter and (b) with respect to expenses, invoiced to the Borrower at least three (3) business days prior to the Closing Date.

9. So long as requested at least ten days prior to the Closing Date, the Agents shall have received at least three business days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

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10. The Borrower shall have (a) delivered (or caused to be delivered) to the Lead Arranger such information required (and reasonably requested by the Lead Arranger) to prepare a customary confidential information memorandum to be used for the syndication of the Committed Initial Term Loan Facility (excluding (x) any information customarily delivered by an investment bank or financing arrangers and (y) any financial information other than the Required Information) and (b) provided the Lead Arranger prior to the Closing Date a period (the “Marketing Period”) of not less than fifteen (15) consecutive business days after the date (the “S-4 Effective Date”) that the Form S-4 (as defined in the Merger Agreement (as in effect on the date hereof)) shall have been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) (and no stop order suspending the effectiveness of thereof shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC) to attempt to syndicate the Committed Initial Term Loan Facility; provided, however, that if, on July 10, 2018, the Lead Arranger and the Borrower determine in good faith that the S-4 Effective Date could occur between August 1, 2018 and August 15, 2018, then the Marketing Period shall instead commence on July 16, 2018. In addition, the shareholder vote of the Target to approve the Acquisition shall not have occurred sooner than 30 days after the S-4 Effective Date. If Borrower in good faith reasonably believes it has delivered the information required by clause (a) of this paragraph 10, it may deliver to the Lead Arranger a written notice to that effect, in which case the Borrower shall be deemed to have complied with its obligation to furnish such information on the date such notice is received by the Lead Arranger, unless the Lead Arranger in good faith reasonably believes that the Borrower has not completed delivery of such information and, within two business days after the receipt of such notice from the Borrower, the Lead Arranger delivers a written notice to the Borrower to that effect (stating with reasonable specificity what information has not been delivered); provided that, notwithstanding the foregoing, the requirement set forth in clause (a) of this paragraph 10 shall be satisfied at any time at which (and so long as) the Lead Arranger shall have actually received such information, regardless of whether or when any such notice is delivered to the Borrower.

11. The Merger Agreement Representations shall be true and correct (subject, in each case, to any materiality set forth in Article III of the Merger Agreement) as of the Closing Date (or true and correct as of a specified date, if earlier) and the Specified Representations shall be true and correct in all material respects as of the Closing Date (or if qualified by materiality, true and correct in all respects).

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Annex A to Exhibit C

FORM OF SOLVENCY CERTIFICATE

[●],             

This Solvency Certificate is being executed and delivered pursuant to Section [●] of that certain [●]¹ (the “Credit Agreement”); the terms defined therein being used herein as therein defined.

I, [●], the [chief financial officer/equivalent officer] of the Borrower, solely in such capacity and not in an individual capacity, hereby certify that I am the [chief financial officer/equivalent officer] of the Borrower and that I am generally familiar with the businesses and assets of the Borrower and its subsidiaries (taken as a whole), and I am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement.

I further certify, solely in my capacity as chief financial officer of the Borrower, and not in my individual capacity, as of the date hereof and after giving effect to the Transaction and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transaction on the date hereof, that, (i) the sum of the debt (including contingent liabilities) of the Borrower and its subsidiaries, taken as a whole, does not exceed the fair value of the present assets of the Borrower and its subsidiaries, taken as a whole; (ii) the present fair saleable value of the assets of the Borrower and its subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of the Borrower and its subsidiaries, taken as a whole, on their debts as they become absolute and matured; (iii) the capital of the Borrower and its subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower or its subsidiaries, taken as a whole, contemplated as of the date hereof; and (iv) the Borrower and its subsidiaries, taken as a whole, are able to pay their debts (including current obligations and contingent liabilities) as such debts mature and do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debt as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

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IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

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