Wells Fargo Bank, National Association 400 Hamilton Ave., Suite 110 Palo Alto, CA 94301 Wells Fargo Securities, LLC 550 California Street 12th Floor San Francisco, CA 94104

Exhibit 10.1

October 29, 2015

Omnicell, Inc.

590 E. Middlefield Foard

Mountain View, CA 94043

Attention:  Peter Kuipers, Chief Financial Officer

Re:                 Project Archimedes Commitment Letter

$300.0 Million Senior Secured Credit Facilities

Ladies and Gentlemen:

You have advised Wells Fargo Bank, National Association (“Wells Fargo Bank”) and Wells Fargo Securities, LLC (“Wells Fargo Securities” and, together with Wells Fargo Bank, the “Commitment Parties” or “we” or “us”) that Omnicell, Inc. (the “Borrower” or “you”) seeks financing to (a) fund a portion of the purchase price for the proposed acquisition (the “Acquisition”) by the Borrower, directly or indirectly, through one or more direct or indirect wholly-owned subsidiaries of the Borrower (collectively, the “Buyer”), of all the equity interests of Aesynt Coöperatief U.A., a cooperative with excluded liability organized under the laws of The Netherlands (the “Acquired Company”), from Aesynt Holding, L.P., an exempted limited partnership registered under the laws of the Cayman Islands (“Aesynt Holding”), and Aesynt, Ltd., an exempted limited company registered under the laws of the Cayman Islands (“Aesynt”, and together with Aesynt Holding, the “Sellers”), pursuant to a securities purchase agreement by and among the Borrower, the Buyer, the Acquired Company and the Sellers (the “Acquisition Agreement”), (b) refinance the existing indebtedness of (i) the Borrower and its subsidiaries under that certain Credit Agreement, dated September 25, 2013, by and among the Borrower, the subsidiary guarantors party thereto, the lenders party thereto and Wells Fargo Bank, as administrative agent, as amended (the “Existing Credit Agreement”), and (ii) the Acquired Company and its subsidiaries under that certain Credit Agreement, dated as of May 8, 2014, among Aesynt Holdings Coöperatief U.A., Aesynt Incorporated, TPG Specialty Lending, Inc., as administrative agent and lender, and Wells Fargo Bank, as issuing bank and lender, as amended (the “Target Credit Agreement” and, such refinancings, collectively, the “Refinancing”), (c) pay fees, commissions and expenses in connection with the Transactions (as defined below) and (d) finance ongoing working capital requirements and other general corporate purposes, all as more fully described in the Summary of Proposed Terms and Conditions attached hereto as Annex A (the “Term Sheet”).  This Commitment Letter (as defined below) describes the general terms and conditions

for senior secured credit facilities of up to $300.0 million to be provided to the Borrower consisting of (a) a term loan facility of $200.0 million (the “Term Loan A Facility”), and (b) a revolving credit facility of $100.0 million (the “Revolving Credit Facility” and, collectively with the Term Loan A Facility, the “Senior Credit Facilities”).  On the Closing Date, after giving effect to the Transactions, none of the Borrower, the Acquired Company or any of their respective subsidiaries shall have any outstanding indebtedness other than as permitted pursuant to paragraph 5 on the Conditions Annex (as defined below).

As used herein, the term “Transactions” means, collectively, the Acquisition, the Refinancing, the initial borrowings under the Senior Credit Facilities on the Closing Date and the payment of fees, commissions and expenses in connection with each of the foregoing.  This letter, including the Term Sheet and the Conditions Annex attached hereto as Annex B (the “Conditions Annex”), is hereinafter referred to as the “Commitment Letter”.  The date on which the Senior Credit Facilities are closed is referred to as the “Closing Date”.  Except as the context otherwise requires, references to the “Borrower and its subsidiaries” will include the Acquired Company and its subsidiaries after giving effect to the Acquisition.

1.                                      Commitment.  Upon the terms and subject to the conditions set forth in this Commitment Letter and in the fee letter dated the date hereof from the Commitment Parties to you (the “Fee Letter”), Wells Fargo Bank is pleased to advise you of its commitment to provide to the Borrower 100% of the principal amount of the Senior Credit Facilities (the “Commitment”).

2.                                      Titles and Roles.  Wells Fargo Securities, acting alone or through or with affiliates selected by it, will act as the sole bookrunner and sole lead arranger (in such capacities, the “Lead Arranger”) in arranging and syndicating the Senior Credit Facilities and Wells Fargo Bank (or an affiliate selected by it) will act as the sole administrative agent (in such capacity, the “Administrative Agent”) for the Senior Credit Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter.  No additional agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no other compensation will be paid (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter) unless you and we shall agree in writing; provided that the Lead Arranger shall have the right, in consultation with you, to award titles to other co-agents, arrangers or bookrunners who are Lenders (as defined below) that provide (or whose affiliates provide) commitments in respect of the Senior Credit Facilities (it being further agreed that (x) no other agent, co-agent, arranger or bookrunner (other than the Lead Arranger) will have rights in respect of the management of the syndication of the Senior Credit Facilities (including, without limitation, in respect of “market flex” rights under the Fee Letter, over which the Lead Arranger will have sole control) and (y) Wells Fargo Securities will have the “left” and “highest” placement in any and all marketing materials or other documentation used in connection with the Senior Credit Facilities and shall hold the leading role and responsibilities conventionally associated with such placement, including maintaining sole physical books for the Senior Credit Facilities).

3.                                      Conditions to Commitment.  The Commitment and undertakings of the Commitment Parties hereunder are subject solely to the satisfaction of the conditions precedent set forth in the Term Sheet under the heading “Conditions to All Extensions of Credit” and in the Conditions Annex (the “Funding Conditions”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter or the Fee Letter) other than the Funding Conditions (and upon satisfaction or waiver by the Commitment Parties in their sole discretion of the Funding Conditions, the initial funding under the Senior Credit Facilities shall occur in accordance with the terms hereof).

Notwithstanding anything in this Commitment Letter, the Fee Letter or the Financing Documentation (as defined in the Term Sheet) or any other letter agreement or other undertaking

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concerning the financing of the Transactions to the contrary, (a) the only representations relating to the Acquired Company, the Borrower and their respective subsidiaries and their respective businesses the accuracy of which shall be a condition to the availability of the Senior Credit Facilities on the Closing Date shall be (i) such of the representations made by the Acquired Company and/or the Sellers or their subsidiaries or affiliates or with respect to the Acquired Company, its subsidiaries or its business in the Acquisition Agreement as are material to the interests of the Lenders referred to below (the “Specified Acquisition Agreement Representations”), but only to the extent that you or the Buyer have the right to terminate Buyer’s obligations (and your obligations as a guarantor of the Buyer) under the Acquisition Agreement or otherwise decline to close the Acquisition as a result of a breach of any such Specified Acquisition Agreement Representations or any such Specified Acquisition Agreement Representations not being accurate (in each case, determined without regard to any notice requirement) and (ii) the Specified Representations (as defined below) and (b) the terms of the Financing Documentation shall be in a form such that they do not impair the availability of the Senior Credit Facilities on the Closing Date if the Funding Conditions are satisfied (it being understood that, to the extent any security interest in any Collateral (as defined in the Term Sheet) (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code, (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Term Sheet (other than with respect to any subsidiary not organized or incorporated in the United States or any state thereof and with respect to the Acquired Company and its subsidiaries, to the extent that such stock certificates of the Acquired Company or its subsidiaries are not received from the Acquired Company on or prior to the Closing Date) and (z) the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable) is not or cannot be perfected or, solely in the case of any security interest created under foreign law, provided, on the Closing Date after your use of commercially reasonable efforts to do so, then the perfection or provision, as the case may be, of such security interests shall not constitute a condition precedent to the availability of the Senior Credit Facilities on the Closing Date, but instead shall be required to be perfected within 75 days after the Closing Date (or such later date as agreed by the Administrative Agent) pursuant to arrangements to be mutually agreed by the Administrative Agent and the Borrower acting reasonably.  For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheet relating to corporate existence of the Credit Parties and good standing of the Credit Parties in their respective jurisdictions of organization; power and authority, due authorization, execution and delivery and enforceability, in each case, relating solely to the Credit Parties entering into and performance of the Financing Documentation; no conflicts with or consents under the Credit Parties’ organizational documents or applicable law, in each case, solely with respect to entering into and performance of the Financing Documentation; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower, the Acquired Company and their respective subsidiaries on a consolidated basis (it being agreed that solvency shall be determined in a manner consistent with the manner in which solvency is determined in the solvency certificate to be delivered on the Closing Date pursuant to the form of solvency certificate set forth in Annex C hereto; use of proceeds; Federal Reserve margin regulations; the Investment Company Act; the PATRIOT Act; OFAC; FCPA; laws relating to sanctioned persons; and subject to the parenthetical in the immediately preceding sentence, perfection, creation and validity of security interests in the Collateral; and the status of the Senior Credit Facilities and the guaranties thereof as senior debt (or equivalent term) and, to the extent applicable, “designated senior debt” (or an equivalent term).  This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provision”.

4.                                      Syndication.

(a)                                 The Lead Arranger intends and reserves the right, both prior to and after the Closing Date, to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and other entities (such banks, financial institutions and other entities committing to the

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Senior Credit Facilities, including Wells Fargo Bank, the “Lenders”) identified by the Lead Arranger in consultation with you and reasonably acceptable to the Lead Arranger and you (your consent not to be unreasonably withheld or delayed) upon the terms and subject to the conditions set forth in this Commitment Letter; provided that we will not syndicate the Senior Credit Facilities to (i) those persons identified by you in writing to us from time to time that are competitors of the Borrower, the Acquired Company or their respective subsidiaries (other than any bona fide debt investment funds), (ii) those persons identified by you in writing to us prior to the date hereof and (iii) in the case of each of clauses (i) and (ii), any of their subsidiaries or affiliates (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are affiliates of the persons referenced in clause (i) above) that are either (A) identified in writing by you to us from time to time or (B) readily identifiable on the basis of such affiliate’s name (clauses (i), (ii) and (iii) above, collectively “Disqualified Lenders”); provided that the foregoing shall not apply retroactively to disqualify any parties that have previously been allocated a portion of the Senior Credit Facilities or acquired an assignment or participation interest in the Senior Credit Facilities to the extent such party was not a Disqualified Lender at the time of the applicable allocation, assignment or participation, as the case may be.  Until the earlier of (i) the date that a Successful Syndication (as defined in the Fee Letter) is achieved and (ii) the date that is 60 days following the Closing Date (the “Syndication Date”), you agree to, and will use commercially reasonable efforts to cause appropriate members of management of the Acquired Company (to the extent practical and appropriate and not in contravention of the Acquisition Agreement) to, assist us actively in achieving a syndication of the Senior Credit Facilities that is satisfactory to us and you.  To assist us in our syndication efforts, you agree that you will, and will cause your subsidiaries, representatives and advisors to, as applicable, (i) provide to the Commitment Parties and the other Lenders upon request all information reasonably deemed necessary by the Lead Arranger to assist the Lead Arranger and each Lender in their evaluation of the Transactions and to complete the syndication, (ii) make your senior management, and (to the extent reasonable and practical and not in contravention of the Acquisition Agreement) use commercially reasonable efforts to make appropriate members of management of the Acquired Company, available to prospective Lenders on reasonable prior notice and at reasonable times and places, (iii) host, with the Lead Arranger, one or more meetings and/or calls with prospective Lenders at mutually agreed times, frequency and locations, (iv) assist the Lead Arranger in the preparation of one or more confidential information memoranda and other marketing materials in form and substance reasonably satisfactory to the Lead Arranger (provided that you agree to use commercially reasonable efforts to finalize such memoranda and materials no later than 45 days following the date hereof) to be used in connection with the syndication, (v) use commercially reasonable efforts to ensure that the syndication efforts of the Lead Arranger benefit materially from the existing lending relationships of the Borrower and, to the extent practical and appropriate and not in contravention of the Acquisition Agreement, the Acquired Company, and (vi) your ensuring (and using your commercially reasonable efforts to cause the Acquired Company to ensure) that prior to the later of the Closing Date and the Syndication Date there will be no competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities by or on behalf of you or your subsidiaries or the Acquired Company and its subsidiaries, being offered, placed or arranged (other than (A) the Senior Credit Facilities, (B) foreign lines of credit, letters of credit, purchase money and capital lease financings permitted under the Existing Credit Agreement, (C) letters of credit under the Target Credit Agreement and (D) any indebtedness of the Acquired Company and its subsidiaries permitted to be incurred or outstanding pursuant to the Acquisition Agreement) without the written consent of the Lead Arranger.  Notwithstanding anything to the contrary contained in this Commitment Letter (including, the Term Sheet) or the Fee Letter and without limiting your obligations to assist with syndication efforts as set forth herein, none of the foregoing shall constitute a condition to the commitments hereunder or the funding of the Senior Credit Facilities on the Closing Date.

(b)                                 The Lead Arranger and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in consultation with you), including decisions as to the

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selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted (subject to your consent right set forth in the preceding paragraph and in any event excluding Disqualified Lenders), any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders, and the Lead Arranger will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities.  Notwithstanding the Lead Arranger’s right to syndicate the Senior Credit Facilities and receive commitments with respect thereto, unless otherwise agreed to by you, (i) Wells Fargo Bank shall not be relieved or released from its obligations hereunder (including its obligation to fund the Senior Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation in the Senior Credit Facilities, including its Commitment, until the initial funding under the Senior Credit Facilities has occurred on the Closing Date has occurred, (ii) no assignment by Wells Fargo Bank shall become effective with respect to all or any portion of the Commitment until the initial funding of the Senior Credit Facilities and (iii) unless you and we agree in writing, Wells Fargo Bank will retain exclusive control over all rights and obligations with respect to its Commitment in respect of the Senior Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred.  Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities and in no event shall the successful completion of the syndication of the Senior Credit Facilities constitute a condition to the availability of the Senior Credit Facilities on the Closing Date.

5.                                      Information.

(a)                                 You represent, warrant and covenant that (i) all written information and written data (other than the Projections, as defined below, other forward-looking information and information of a general economic or general industry nature) concerning the Borrower, the Acquired Company and their respective subsidiaries and the Transactions that has been or will be made available to the Commitment Parties or the Lenders by you, or any of your representatives or subsidiaries (or on your behalf) in connection with the transactions contemplated hereby (the “Information”), when taken as a whole, (x) was, at the time it was furnished, and in the case of Information made available after the date hereof, when furnished will be, correct in all material respects and (y) does not, and in the case of Information made available after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and (ii) all financial projections concerning the Borrower, the Acquired Company and their respective subsidiaries, taking into account the consummation of the Transactions, that have been or will be made available to the Commitment Parties or the Lenders by you, or any of your representatives or subsidiaries (or on your behalf) in connection with the transactions contemplated hereby (the “Projections”) have been and will be prepared in good faith based upon assumptions believed by you to be reasonable at the time made available to the Commitment Parties or the Lenders, it being understood that such Projections are not to be viewed as facts or guarantees of future performance and that actual results, many of which are beyond your control, may vary materially from the Projections.  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 contained in the preceding sentence would be incorrect in any respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections (or, prior to the Acquisition, in the case of Information and Projections regarding the Acquired Company, use commercially reasonable efforts to supplement) so that such representations are correct in all respects under those circumstances.  Solely as they relate to matters with respect to the Acquired Company and its subsidiaries, the foregoing representations, prior to the Closing Date warranties and covenants are made to the best of your knowledge.  We will be entitled to use and rely upon, without responsibility to verify independently, the Information and the Projections.  You acknowledge that we may

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share with any of our affiliates (it being understood that such affiliates will be subject to the confidentiality agreements between you and us), and such affiliates may share with the Commitment Parties, any information related to you, the Acquired Company, or any of your or their subsidiaries (including, without limitation, in each case, information relating to creditworthiness) and the transactions contemplated hereby.  The accuracy of the foregoing representations, in and of itself, shall not be a condition to our obligations hereunder or the funding of the Senior Credit Facilities on the Closing Date.

(b)                                 You acknowledge that (i) the Commitment Parties will make available, on your behalf, the Information, Projections and other marketing materials and presentations, including the confidential information memoranda (collectively, the “Informational Materials”), to the potential Lenders by posting the Informational Materials on SyndTrak Online or by other similar electronic means (collectively, the “Electronic Means”) and (ii) certain prospective Lenders may be “public side” (i.e., lenders that have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower, the Acquired Company or their respective subsidiaries or any of their respective securities, and who may be engaged in investment and other market-related activities with respect to such entities’ securities (such Lenders, “Public Lenders”).  At the request of the Lead Arranger, (A) you will assist, and cause your advisors, and to the extent possible using commercially reasonable efforts, appropriate representatives of the Acquired Company to assist, the Lead Arranger in the preparation of Informational Materials to be used in connection with the syndication of the Senior Credit Facilities to Public Lenders, which will not contain MNPI (the “Public Informational Materials”), (B) you will identify and conspicuously mark any Public Informational Materials “PUBLIC”, and (C) you will identify and conspicuously mark any Informational Materials that include any MNPI as “PRIVATE AND CONFIDENTIAL”.  Notwithstanding the foregoing, you agree that the Commitment Parties may distribute the following documents to all prospective Lenders (including the Public Lenders) on your behalf, unless you advise the Commitment Parties in writing (including by email) within a reasonable time prior to their intended distributions that such material should not be distributed to Public Lenders; provided that such materials have been provided to you for review a reasonable period of time prior thereto: (w) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (x) notifications of changes in the terms of the Senior Credit Facilities, (y) publicly filed financial statements regarding the Borrower and (z) drafts and final versions of the Term Sheet and the Financing Documentation.  If you advise us in writing (including by email) that any of the foregoing items (other than the Financing Documentation) should not be distributed to Public Lenders, then the Commitment Parties will not distribute such materials to Public Lenders without further discussions with you.  Before distribution of any Informational Materials to prospective Lenders, you shall provide us with a customary letter authorizing the dissemination of the Informational Materials and confirming the accuracy and completeness in all material respects of the information contained therein and, in the case of Public Informational Materials, confirming the absence of MNPI therefrom.

6.                                      Indemnification.  You agree to indemnify and hold harmless the Commitment Parties and each of their respective affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, an “Indemnified Party”) from and against any and all actions, suits, losses, claims, damages, penalties, liabilities and expenses of any kind or nature (including legal expenses), joint or several, to which such Indemnified Party may become subject or that may be incurred or asserted or awarded against such Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (collectively, a “Proceeding”) regardless of whether such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party, you, the Acquired Company or any of your or its respective affiliates), (a) any matters contemplated by this Commitment Letter, the Transactions or any related transaction (including, without limitation, the execution and delivery of this Commitment Letter and the

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Financing Documentation and the closing of the Transactions) or (b) the use or the contemplated use of the proceeds of the Senior Credit Facilities, and will reimburse each Indemnified Party for all out-of-pocket expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to all Indemnified Parties (taken as a whole) and, if reasonably necessary, a single local counsel for all Indemnified Parties (taken as a whole) in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional primary counsel and one additional local counsel in each relevant jurisdiction and specialty counsel in each relevant specialty to the affected Indemnified Parties similarly situated and taken as a whole) on demand as they are incurred in connection with any of the foregoing; provided that no Indemnified Party will have any right to indemnification for any of the foregoing to the extent resulting from (x) such Indemnified Party’s own gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment, (y) a material breach of such Indemnified Party’s funding obligations under this Commitment Letter as determined by a court of competent jurisdiction in a final non-appealable judgment or (z) any disputes among the Indemnified Parties (other than disputes involving claims against the Lead Arranger or administrative agent or similar Person in their capacities as such) and not arising from any act or omission by the Borrower or any of its affiliates.  In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.  None of you or any Indemnified Party will be liable for any indirect, consequential, special or punitive damages in connection with this Commitment Letter, the Fee Letter, the Financing Documentation or any other element of the Transactions (provided that this sentence shall not reduce your indemnity or reimbursement obligations set forth in this paragraph).  No Indemnified Party will be liable to you, your affiliates or any other person for any damages arising from the use by others of Informational Materials or other materials obtained by Electronic Means, except to the extent that your damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party.  You shall not be liable for any settlement of any actions, suits or proceedings (or expenses related thereto) effected without your consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent, or if there is a final judgment for the plaintiff against an Indemnified Party in any such actions, suits or proceedings, you agree to indemnify and hold harmless each Indemnified Party to the extent and in the manner set forth above.   Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested reimbursement for fees, costs and expenses in respect of any Proceeding for which indemnification is being sought in accordance with this Commitment Letter, you shall be liable for any settlement referred to in the immediately preceding sentence effected without your consent if (a) such settlement is entered into more than 30 days after receipt by you of such request for such reimbursement and (b) you shall not have confirmed to such Indemnified Parties your obligation to reimburse each Indemnified Party for its fees, costs and expenses in connection therewith in accordance with this section prior to the date of such settlement. You shall not, without the prior written consent of each Indemnified Party affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnified Party to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnified Party, (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of such Indemnified Party and (z) requires no action on the part of the Indemnified Party other than its consent.

7.                                      Expenses.  You agree to reimburse each of the Commitment Parties, from time to time on demand, for all reasonable and documented out-of-pocket costs and expenses of the Commitment Parties, including, without limitation, reasonable legal fees and expenses, due diligence expenses and all printing, reproduction, document delivery, travel, CUSIP, SyndTrak and communication costs, incurred in

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connection with the syndication and execution of the Senior Credit Facilities and the preparation, review, negotiation, execution, delivery and enforcement of this Commitment Letter, the Fee Letter, the Financing Documentation and any security arrangements in connection therewith regardless of whether the Closing Date occurs.

8.                                      Fees.  As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable fees described in the Fee Letter on the terms and subject to the conditions set forth therein.

9.                                      Confidentiality.

(a)                                 This Commitment Letter and the Fee Letter (collectively, the “Commitment Documents”) and the existence and contents hereof and thereof shall be confidential and may not be disclosed, directly or indirectly, by you in whole or in part to any person without our prior written consent, except for disclosure (i) hereof or thereof on a confidential basis to your directors, officers, employees, accountants, attorneys and other professional advisors who have been advised of their obligation to maintain the confidentiality of the Commitment Documents for the purpose of evaluating, negotiating or entering into the Transactions, (ii) as otherwise required by law (in which case, you agree, to the extent permitted by law, to inform us promptly thereof), (iii) the Commitment Documents on a confidential basis to the board of directors, officers and advisors of the Sellers and the Acquired Company in connection with their consideration of the Acquisition, (provided that any information relating to pricing (including in any “market flex” provisions that relate to pricing), fees and expenses has been redacted in a manner reasonably acceptable to us), (iv) this Commitment Letter, but not the Fee Letter (other than the aggregate fee amount; provided that, if requested by the Securities and Exchange Commission, you may provide a version of the Fee Letter redacted in a customary manner after review by counsel to the Commitment Parties), in any required filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, (v) of the Term Sheet and its contents in any syndication or other marketing materials in connection with the Senior Credit Facilities and (vi) of the Term Sheet to any ratings agency in connection with the Transactions.  In connection with any disclosure by you to any third party pursuant to clause (i) above, you shall notify such third party of the confidential nature of the Commitment Documents and agree to be responsible for any failure by any third party to whom you disclosed the Commitment Documents or any portion thereof to maintain the confidentiality of the Commitment Documents or any portion thereof.  The Commitment Parties shall be permitted to use information related to the syndication and arrangement of the Senior Credit Facilities (including your name and company logo) in connection with obtaining a CUSIP number, marketing, press releases or other transactional announcements or updates provided to investor or trade publications, subject to confidentiality obligations or disclosure restrictions reasonably requested by you.

(b)                                 The Commitment Parties 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 them is required to obtain, verify and record information that identifies you and any additional Credit Parties, which information includes your and their respective names, addresses, tax identification numbers and other information that will allow the Commitment Parties and the other Lenders to identify you and such other parties 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 Lenders.

(c)                                  The Commitment Parties and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent any Commitment Party

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and their affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof), (b) upon the request or demand of any regulatory authority or self-regulatory organization having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Company or any of your or its respective affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by such Commitment Party or any of its affiliates from a third party that is not, to such Commitment Party’s knowledge, subject to any contractual or fiduciary confidentiality obligations owing to you, the Company or any of your or its respective affiliates or related parties, (e) to the extent that such information is independently developed by the Commitment Parties or any of their affiliates, (f) to such Commitment Party’s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions 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, (g) to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to you or any of your subsidiaries, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant 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 each Commitment Party, including, without limitation, as agreed in any Informational Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, or (h) for purposes of enforcing its rights hereunder and in the Fee Letter in any legal proceedings and for purposes of establishing a defense in any legal proceedings.  The Commitment Parties’ obligations under this provision shall remain in effect until the earlier of (i) (x) three years from the date hereof with respect to confidential information of the Acquired Company and its subsidiaries and (y) two years from the date hereof with respect to confidential information of the Borrower and its subsidiaries (other than the Acquired Company and its subsidiaries) and (ii) the date the definitive Facilities Documentation is entered into by us, at which time any confidentiality undertaking in the definitive Facilities Documentation shall supersede this provision.

10.                               Other Services.

(a)                                 Nothing contained herein shall limit or preclude the Commitment Parties or any of their affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you, the Sellers, the Acquired Company or any of your or their respective affiliates, or any other party that may have interests different than or adverse to such parties.

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(b)                                 You acknowledge that the Lead Arranger and its affiliates (the term “Lead Arranger” as used in this section being understood to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory services) to other entities and persons with which you, the Sellers, the Acquired Company or your or their respective affiliates may have conflicting interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you, as it deems appropriate with respect to such other entities or persons, and (iii) have no obligation in connection with the Transactions to use, or to furnish to you, the Sellers, the Acquired Company or your or their respective affiliates or subsidiaries, confidential information obtained from other entities or persons.

(c)                                  In connection with all aspects of the Transactions, you acknowledge and agree that: (i) the Senior Credit Facilities and any related arranging or other services contemplated in this Commitment Letter constitute an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions, (ii) in connection with the process leading to the Transactions, each of the Commitment Parties is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you, the Acquired Company or any of your or their respective management, affiliates, equity holders, directors, officers, employees, creditors or any other party, (iii) no Commitment Party or any affiliate thereof has assumed or will assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any Commitment Party or any of its affiliates has advised or is currently advising you or your affiliates or the Acquired Company or its affiliates on other matters) and no Commitment Party has any obligation to you or your affiliates with respect to the Transactions except those obligations expressly set forth in the Commitment Documents, (iv) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and no Commitment Party shall have any obligation to disclose any of such interests, and (v) no Commitment Party has provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.  You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against any Commitment Party or any of their respective affiliates with respect to any breach or alleged breach of agency, fiduciary duty or conflict of interest.

11.                               Acceptance/Expiration of Commitments.

(a)                                 This Commitment Letter and the Commitment of Wells Fargo Bank and the undertakings of Wells Fargo Securities set forth herein shall automatically terminate at 9:00 p.m. (Eastern Time) on October 29, 2015 (the “Acceptance Deadline”), without further action or notice unless signed counterparts of this Commitment Letter and the Fee Letter shall have been delivered to the Lead Arranger by such time to the attention of Joseph Paik at ***@***.

(b)                                 In the event this Commitment Letter is accepted by you as provided above, the Commitment and agreements of Wells Fargo Bank and the undertakings of Wells Fargo Securities set forth herein will automatically terminate without further action or notice upon the earliest to occur of (i) consummation of the Acquisition (with or without the use of the Senior Credit Facilities), (ii) after the execution of the Acquisition Agreement and prior to the consummation of the Transactions, the termination of the Acquisition Agreement, (iii) the date set forth in Section 8.01(f) of the Acquisition Agreement and (iv) 5:00 p.m. (Eastern Time) on October 29, 2016, if the Closing Date shall not have occurred by such time.

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12.                               Survival.  The sections of this Commitment Letter and the Fee Letter relating to Indemnification, Expenses, Confidentiality, Other Services, Survival and Governing Law shall survive any termination or expiration of this Commitment Letter, the Commitment of Wells Fargo Bank or the undertakings of Wells Fargo Securities set forth herein (regardless of whether definitive Financing Documentation is executed and delivered), and the sections relating to Syndication and Information shall survive until the Syndication Date; provided that your obligations under this Commitment Letter (other than your obligations with respect to the sections of this Commitment Letter relating to Syndication, Information, Confidentiality, Other Services, Survival and Governing Law) shall be superseded by the provisions of the Financing Documentation upon the initial funding thereunder.

13.                               Governing Law.  THIS COMMITMENT LETTER AND THE FEE LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF OR THEREOF), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (X) THE ACCURACY OF ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATIONS AND WHETHER AS A RESULT OF ANY BREACH THEREOF YOU OR THE BUYER HAVE THE RIGHT TO TERMINATE THE BUYER’S OBLIGATIONS (AND YOUR OBLIGATIONS AS A GUARANTOR OF THE BUYER) UNDER THE ACQUISITION AGREEMENT, (Y) THE INTERPRETATION OF “MATERIAL ADVERSE EFFECT” (AS DEFINED IN THE CONDITIONS ANNEX), AND WHETHER A MATERIAL ADVERSE EFFECT HAS OCCURRED, AND (Z) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, SHALL, IN EACH CASE 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.  THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER.  With respect to any suit, action or proceeding arising in respect of this Commitment Letter or the Fee Letter or any of the matters contemplated hereby or thereby, the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court located in the Borough of Manhattan, and irrevocably and unconditionally waive any objection to the laying of venue of such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding has been brought in an inconvenient forum.  The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or each of the Commitment Parties will be effective service of process against such party for any action or proceeding relating to any such dispute.  A final judgment in any such action or proceeding may be enforced in any other courts with jurisdiction over you or each of the Commitment Parties.

14.                               Miscellaneous.  This Commitment Letter and the Fee Letter embody the entire agreement among the Commitment Parties and you and your affiliates with respect to the specific matters set forth above and supersede all prior agreements and understandings relating to the subject matter hereof.  No person has been authorized by any of the Commitment Parties to make any oral or written statements inconsistent with this Commitment Letter or the Fee Letter.  This Commitment Letter and the Fee Letter shall not be assignable by you without the prior written consent of the Commitment Parties, and any

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purported assignment without such consent shall be void.  This Commitment Letter and the Fee Letter are not intended to benefit or create any rights in favor of any person other than the parties hereto, the Lenders and, with respect to indemnification, each Indemnified Party.  This Commitment Letter and the Fee Letter may be executed in separate counterparts and delivery of an executed signature page of this Commitment Letter and the Fee Letter by facsimile or electronic mail shall be effective as delivery of manually executed counterpart hereof; provided that, upon the request of any party hereto, such facsimile transmission or electronic mail transmission shall be promptly followed by the original thereof.  This Commitment Letter and the Fee Letter may only be amended, modified or superseded by an agreement in writing signed by each of you and the Commitment Parties.

[Signature Pages Follow]

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If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by signing the enclosed counterpart of this Commitment Letter and returning it to the Lead Arranger, together with executed counterparts of the Fee Letter, by no later than the Acceptance Deadline.

Agreed to and accepted as of the date first

above written:

ANNEX A

$300,000,000

SENIOR SECURED CREDIT FACILITIES

SUMMARY OF PROPOSED TERMS AND CONDITIONS

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Commitment Letter to which this Summary of Proposed Terms and Conditions is attached

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SCHEDULE I

INTEREST AND FEES

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ANNEX I to
EXHIBIT C

ANNEX B

$300,000,000

SENIOR SECURED CREDIT FACILITIES

CONDITIONS ANNEX

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Commitment Letter to which this Annex is attached or in Annex A to the Commitment Letter

Closing and the making of the initial extensions of credit under the Senior Credit Facilities will be subject to the satisfaction of the following conditions precedent (and only the conditions precedent set forth below):

1.                                      The Financing Documentation, which shall be consistent, in each case, with the Commitment Documents and shall be otherwise reasonably satisfactory to the Lead Arranger and the Borrower, will have been executed and delivered to the Lead Arranger and the Administrative Agent and the Lead Arranger shall have received customary and reasonably satisfactory legal opinions (including, without limitation, opinions of local counsel as may be reasonably requested by the Administrative Agent), which shall expressly permit reliance by the successors and permitted assigns of each of the Administrative Agent and the Lenders, customary evidence of authorization, organizational documents, good standing certificates (with respect to the applicable jurisdiction of incorporation or organization of each Credit Party) and customary officer’s certificate.

2.                                      Subject to the Limited Conditionality Provision and the limitations specified under “Security” in the Term Sheet, the Lead Arranger shall have received satisfactory evidence that the Administrative Agent (on behalf of the Lenders) will have a valid and perfected first priority (subject to certain exceptions to be set forth in the Financing Documentation) lien and security interest in the Collateral (including, without limitation, but subject to the Limited Conditionality Provision, receipt of all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock powers), and all filings, recordations and searches necessary in connection with the security interests in and liens on the Collateral shall have been duly made or obtained and all filing and recording fees and taxes in connection therewith shall have been duly paid.

3.                                      Since the date of the Acquisition Agreement, there shall not have occurred a Material Adverse Effect (as defined in the Acquisition Agreement).

4.                                      The Lead Arranger will have received, in form and substance reasonably satisfactory to the Lead Arranger, true and correct fully-executed copy of the Acquisition Agreement and all exhibits and schedules thereto (it being understood and agreed that the copy of the Acquisition Agreement delivered via email to counsel for the Commitment Parties from Jason Savich of Cooley LLP at approximately 9:33 a.m. (Pacific) on October 29, 2015 (including the exhibits and schedules thereto) is reasonably satisfactory to the Lead Arranger).  The Acquisition shall be consummated substantially concurrently with the initial funding of the Senior Credit Facilities and in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any waiver, modifications or consent thereunder that is materially adverse to the interests of the Lenders, it being understood that, without limitation, (a) any change in the amount or form of the purchase price in excess of 10% (provided that any decrease in purchase price of less than 10% shall be applied to reduce the Term Loan A Facility on a dollar for dollar basis, and any increase in the purchase price of less than 10% shall

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be funded with the proceeds of the issuance of common equity securities of the Borrower), the third party beneficiary rights applicable to the Lead Arranger and the Lenders or the governing law, (b) any modification to the definition of “Material Adverse Effect” in the Acquisition Agreement or (c) any agreement by the Borrower, the Acquired Company or their respective subsidiaries to dispose of, divest or transfer any assets or to hold separate any assets or operations (either before or after the Closing Date) or commit to do any of the foregoing, in each case under this clause (c) to comply with an Antitrust Restraint (as defined in the Acquisition Agreement) imposed by the Federal Trade Commission or the United States Department of Justice, shall be deemed to be a modification or consent that is materially adverse to the interests of the Lenders) unless approved by the Lead Arranger.

5.                                      The Refinancing shall have been consummated prior to, or shall be consummated substantially simultaneously with the initial borrowing under the Senior Credit Facilities, and the Lead Arranger shall have received customary payoff letters in connection therewith confirming that, upon receipt of a specified dollar amount on the Closing Date, all indebtedness with respect thereto shall have been fully repaid (except to the extent being so repaid with the proceeds of the initial borrowings under the Senior Credit Facilities and to the extent outstanding letters of credit are continued under the Revolving Credit Facility) and all commitments thereunder shall have been terminated and cancelled and all liens in connection therewith shall have been terminated and released, in each case prior to or concurrently with the initial borrowing under the Senior Credit Facilities.  On the Closing Date, after giving effect to the Transactions, neither the Borrower nor any of its subsidiaries shall have any outstanding indebtedness (other than (a) indebtedness under the Senior Credit Facilities, (b) intercompany indebtedness among the Borrower and its subsidiaries, (c) indebtedness of a type permitted by Sections 8.1(b), (d), (h), (j), (l) (to the extent incurred prior to the date of the Commitment Letter), (m), (n), (o), and (p) of the Existing Credit Agreement, (d) indebtedness of the Acquired Company and its subsidiaries permitted under the Acquisition Agreement (other than indebtedness subject to the Refinancing) and (e) indebtedness that the Lead Arranger and the Credit Parties agree may remain outstanding under the Financing Documentation).

6.                                      The Lead Arranger shall have received:

(a)                                 with respect to the Borrower and its subsidiaries (other than the Acquired Company and its subsidiaries), (i) audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter (other than the fourth fiscal quarter) ended since the last audited financial statements and at least 45 days prior to the Closing Date (it being acknowledged by the Lead Arranger that it has received audited financial statements for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014 and unaudited financial statements for the interim fiscal quarters ended March 31, 2015 and June 30, 2015);

(b)                                 with respect to the Acquired Company and its subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, member’s equity and cash flows for (A) the period from September 24, 2013 to March 31, 2014 and the fiscal year ended March 31, 2015, (B) after the fiscal year end change to September 30 by the Acquired Company in accordance with the Acquisition Agreement, the fiscal year ended September 30, 2015 (if the Closing Date occurs at least 150 days after September 30, 2015) and (C) each completed fiscal year ended after the date hereof (which shall include the fiscal year ended March 31, 2016 if the fiscal year end change to September 30 is not completed) and ended at least 90 days prior to the Closing Date and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for the six months ended September 30,

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2015 and for each fiscal quarter ended thereafter after the date of the most recent audited financial statements and at least 45 days prior to the Closing Date (it being acknowledged by the Lead Arranger that it has received audited financial statements for the period from September 24, 2013 to March 31, 2014 and the fiscal year ended March 31, 2015 and unaudited financial statements for the six months ended September 30, 2015);

(c)                                  a pro forma consolidated balance sheet and related pro forma consolidated statements of income of the Borrower as of, and for the twelve month period ending on the last day of the most recently completed fiscal quarter for which financial information pursuant to clauses (a) and (b) above are provided, prepared after giving pro forma effect to the Transactions (in accordance with Regulation S-X under the Securities Act of 1933, as amended, other than with respect to the valuation of the property of the Acquired Company and its subsidiaries and purchase price allocations under ASC 805, Business Combinations, and including other adjustments reasonably acceptable to the Lead Arranger) as if the Transactions had occurred on the last day of such four quarter period (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements);

(d)                                 projections prepared by management of balance sheets, income statements and cash flow statements of the Borrower and its subsidiaries on a consolidated basis, which will be quarterly for the first year after the Closing Date and annually thereafter for the term of the Senior Credit Facilities; and

(e)                                  a certificate from the chief financial officer or other officer with equivalent duties of the Borrower (substantially in the form attached as Annex C hereto) certifying that after giving pro forma effect to the Transactions the Borrower and its subsidiaries (on a consolidated basis) are solvent.

7.                                      The Lead Arranger shall have received, at least 3 business days prior to the Closing Date, all documentation and other information that has been reasonably requested in writing at least 7 business days prior to the Closing Date by the Administrative Agent or the Lead Arranger and that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

8.                                      The Lead Arranger shall have been afforded a period of at least 15 consecutive business days after the receipt by the Lead Arranger of written information customarily delivered by a borrower and necessary for the preparation of a customary confidential information memoranda for senior secured term loan financing of this type to be used in connection with the syndication of the Senior Credit Facilities (the “Required Bank Information”); provided that such period shall not include any date from November 26, 2015 through and including November 29, 2015, if such period has not ended on or before December 18, 2014, it shall not commence before January 4, 2016 and if such period has not ended on or before August 19, 2016, it shall not commence before September 5, 2016. If the Borrower shall in good faith reasonably believes that it has delivered to the Lead Arranger the Required Bank Information, it may deliver to the Lead Arranger written notice to that effect (stating when it believes it completed such delivery), in which case the Required Bank Information shall be deemed to have been delivered on the date of the applicable notice unless the Lead Arranger in good faith reasonably believes that the Borrower has not completed delivery of the Required Bank Information and, within three (3) Business Days after its receipt of such written notice from the Borrower, the Lead Arranger delivers a written notice to the Borrower to that effect (stating with reasonable specificity the Required Bank Information that has not been delivered).  The foregoing process may be repeated from time to time by the Borrower at its discretion.

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9.                                      All fees and expenses due to the Lead Arranger, the Administrative Agent and the Lenders required to be paid on the Closing Date (including the reasonable fees and expenses of counsel for the Lead Arranger and the Administrative Agent to the extent the Borrower has received an invoice for such fees and expenses at least one business day prior to the Closing Date) will have been paid.

10.                               The (a) Specified Representations will be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) and (b) Specified Acquisition Agreement Representations will be true and correct in all respects, but only to the extent that you or the Buyer have the right to terminate your or its obligations under the Acquisition Agreement or otherwise decline to close the Acquisition as a result of a breach of any such Specified Acquisition Agreement Representations or any such Specified Acquisition Agreement Representations not being accurate (in each case, determined without regard to any notice requirement).

11.                               On the Closing Date, after giving effect to the Transactions, the sum of (a) unrestricted cash and cash equivalents of the Credit Parties and (b) amounts available to be drawn under the Revolving Credit Facility shall not be less than $50.0 million.

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ANNEX C

OMNICELL, INC.

SOLVENCY CERTIFICATE

[       ], 201   

Pursuant to Section [   ] of 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 financial officer] [other officer with equivalent duties] of the Borrower hereby certify as of the date hereof, solely on behalf of the Borrower and not in their individual capacity and without assuming any personal liability whatsoever, that:

1.                                      I am familiar with the finances, properties, businesses and assets of the Borrower and its Subsidiaries.  I have reviewed the [Loan Documents]1 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, including projected financial statements and forecasts relating to income statements and cash flow statements of the Borrower and its Subsidiaries.

2.                                      On the Closing Date, after giving effect to the Transactions, (a) the fair value of the property of the Borrower and its Subsidiaries (on a consolidated basis) is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its Subsidiaries (on a consolidated basis), (b) the present fair salable value of the assets of the Borrower and its Subsidiaries (on a consolidated basis) is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries (on a consolidated basis) on their debts as they become absolute and matured, (c) the Borrower and its subsidiaries do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature, (d) of the Borrower and its Subsidiaries (on a consolidated basis) are not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such their property would constitute an unreasonably small capital, and (e) the Borrower and its subsidiaries are able to pay their debts and liabilities, contingent obligations and other commitments as they become absolute and matured in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the 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.2

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

1 Conform to appropriate term in the Credit Agreement.

2 NTD: Conformed to “Solvent” definition in Existing Credit Agreement.

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[SIGNATURE PAGE TO FOLLOW]

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

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