Project Falcon Commitment Letter

Exhibit 10.1

PERSONAL AND CONFIDENTIAL

December 16, 2016

Virtus Investment Partners, Inc.

100 Pearl Street

Hartford, Connecticut 06103

Attention: Michael Angerthal

                   Chief Financial Officer

Project Falcon

Commitment Letter

Ladies and Gentlemen:

Barclays Bank PLC (“Barclays”) and Morgan Stanley Senior Funding, Inc. (“MSSF” and, together with Barclays, each, an “Initial Commitment Party” and collectively, the “Initial Commitment Parties,” “we” or “us”) are pleased to confirm the arrangements pursuant to which the Commitment Parties (a) are exclusively authorized by Virtus Investment Partners, Inc., a Delaware corporation (the “Borrower” or “you”), to act as joint lead arrangers and joint bookrunners in connection with the Facility (as defined below) and (b) commit to provide the Facility to the Borrower, on the terms set forth in this letter and the attached Annexes A and B hereto and subject to the conditions set forth in the attached Annex C hereto (collectively, this “Commitment Letter”). Capitalized terms used without definition in this letter have the meanings given to them in the annexes hereto.

You have informed us that you intend to acquire 100% of the equity interests of (the “Acquisition”) an entity previously identified to us by you as “Falcon” (the “Acquired Business”) from the current equity holders thereof (collectively, the “Seller”). You have also informed us that the Acquisition will be financed from borrowings under a senior secured first lien term loan facility (the “Term Facility”) and a senior secured first lien revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facility, the “Facility”) having the terms set forth on Annex B. The Acquisition, the initial borrowings under the Facility, the payment of fees and expenses in connection with the foregoing and all related transactions are referred to herein as the “Transactions.”

1. Commitments; Titles and Roles.

The Initial Commitment Parties are pleased to confirm their agreement to act, and you hereby appoint the Initial Commitment Parties to act, as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “Lead Arrangers”) in connection with the Facility. Additionally, (a) Barclays is pleased to confirm its agreement to act, and you hereby appoint Barclays to act, as syndication agent for the Facility, (b) MSSF is pleased to confirm its agreement to act, and you hereby appoint MSSF to act, as administrative agent for the Facility (the “Administrative Agent”) and (c) each of Barclays and MSSF (each, in such capacity, an “Initial Lender” and collectively, the “Initial Lenders”) hereby commits to provide the Borrower 50% of the Term Facility and 50% of the Revolving Credit Facility on the terms

- 1 -

and subject to the conditions contained in this Commitment Letter and the Fee Letter (each as referred to below), it being understood that the only conditions precedent to such commitments are set forth on Annex C attached hereto. Our fees for our commitment and for services related to the Facility are set forth in a separate fee letter agreement (the “Fee Letter”) entered into by you and the Initial Commitment Parties on the date hereof.

At any time on or prior to December 30, 2016, you may appoint up to three additional financial institutions (any such financial institution, an “Additional Commitment Party” and, together with the Initial Commitment Parties, the “Commitment Parties”) to provide in the aggregate up to 25% of the commitments for the Facility; provided that (i) each Additional Commitment Party shall become party to this Commitment Letter and the Fee Letter as an “Initial Lender” and an “Initial Commitment Party” pursuant to customary joinder documentation in a form reasonably satisfactory to us and you, (ii) each Additional Commitment Party shall commit to an equal percentage of the Term Facility and the Revolving Credit Facility, (iii) the respective commitments of the Initial Commitment Parties will be reduced on a pro rata basis by the amount of each Additional Commitment Party’s commitment and (iv) each Additional Commitment Party (or its affiliate) may be awarded a “co-agent” title and shall be entitled to up to a percentage of the fees payable under the Fee Letter to the Commitment Parties equal to the percentage that its commitment represents of the total commitments for the Facility. For the avoidance of doubt, (x) MSSF shall have “left” placement on all marketing materials related to the Facility and have the role associated with such placement and (y) Barclays shall have placement to the immediate right of MSSF on all marketing materials related to the Facility.

You agree that no other agent, co-agent, arranger, co-arranger, bookrunner, co-bookrunner, manager or co-manager will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter) will be paid in connection with the Facility unless you and the Lead Arrangers shall so agree.

2. Conditions Precedent.

Each Commitment Party’s commitments and agreements hereunder are subject only to the conditions precedent listed on Annex C attached to this Commitment Letter.

Notwithstanding anything in this Commitment Letter, the Fee Letter or any other letter agreements or other undertakings concerning the financing of the Acquisition to the contrary, (a) the only representations the accuracy of which will be a condition to the availability of the Facility on the date of consummation of the Acquisition(the “Closing Date”) will be (i) the representations made by or with respect to the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders (as defined below) or the Commitment Parties (but only to the extent that the Borrower or its affiliates have the right not to consummate the Acquisition, or to terminate their obligations, under the Acquisition Agreement as a result of a failure of such representations in the Acquisition Agreement to be true and correct) (such representations and warranties, the “Acquired Business Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the Loan Documents (as defined below) for the Facility will be such that they do not impair the availability of the Facility on the Closing Date if the conditions set forth in Annex C hereto are satisfied (it being understood that to the extent any security interest in the intended collateral (other than any collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of stock certificates of any material domestic subsidiary of the Borrower, including the Acquired Business; provided that any such stock certificates of subsidiaries of the Acquired Business will be required to be delivered on the Closing Date only to the extent received from the Seller, so long as you have used all commercially reasonable efforts to cause the Seller to deliver them to you on the Closing Date) is not perfected on the Closing Date after your use of commercially reasonable efforts to do so, the perfection of such security

- 2 -

interest(s) will not constitute a condition precedent to the availability of the Facility on the Closing Date but such security interest(s) will be required to be perfected pursuant to arrangements and timing to be mutually agreed by the Lead Arrangers and you and, in any event, within 60 days after the Closing Date (subject to extensions reasonably agreed by the Administrative Agent)). As used herein, “Specified Representations” means the representations referred to in Annex B, as applicable to the Loan Parties (as defined in Annex B), relating to incorporation or formation; organizational power and authority to enter into the Loan Documents relating to the Facility; due execution, delivery and enforceability of such Loan Documents; solvency on a consolidated basis as of the Closing Date after giving pro forma effect to the Transactions occurring on the Closing Date and consistent with the solvency certificate in Exhibit 1 to Annex C hereto; no conflicts of the Loan Documents with charter documents; Federal Reserve margin regulations; the Investment Company Act; the PATRIOT Act; use of proceeds not in violation of FCPA, OFAC, anti-terrorism laws or anti-money laundering laws; and, subject to the limitations on perfection of security interests set forth in the preceding sentence, the creation, validity, perfection and priority of the security interests granted in the proposed collateral. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions.”

3. Syndication.

The Lead Arrangers intend, and reserve the right, to syndicate the Facility to a group of banks, financial institutions and other institutional lenders identified by the Lead Arrangers in consultation with you and subject to your consent (such consent not to be unreasonably withheld or delayed) (collectively, the “Lenders”); provided that the Lead Arrangers agree not to syndicate to (i) direct competitors or parent companies or other affiliates of direct competitors of the Borrower or the Acquired Business (as reasonably determined by you), in each case, separately identified by name in writing by you to the Lead Arrangers prior to the date hereof (collectively, “Competitors”) and (ii) those particular banks, financial institutions and other institutional lenders separately identified by name in writing by you to the Lead Arrangers prior to the date hereof (collectively, the “Disqualified Persons”); provided, further, that (x) no person that is (i) a bona fide diversified debt fund, or (ii) an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in, acquiring or trading commercial loans, bonds or similar extensions of credit in the ordinary course, shall be a Disqualified Person and ((y) the names of all Competitors and Disqualified Persons shall be made available to all Lenders. Subject to the immediately preceding sentence, no Competitor or Disqualified Person may become a Lender or have any commitment or right (including a participation right in respect of the Facility) with respect to any loan or other extension of credit under the Facility without the written consent of the Borrower. You acknowledge and agree that the commencement of syndication shall occur in the discretion of the Lead Arrangers. The Lead Arrangers will lead the syndication, including determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Lead Arrangers pursuant to the terms of this Commitment Letter and the Fee Letter. The Lead Arrangers will determine the final commitment allocations and will notify you of such determinations. You agree to use all commercially reasonable efforts to ensure that the Lead Arrangers’ syndication efforts benefit from the existing lending relationships of the Borrower, the Acquired Business and their respective subsidiaries. To facilitate an orderly and successful syndication of the Facility, you agree that, until the date (the “Syndication Date”) which is the earlier of (x) 60 days after the Closing Date and (y) the later of the Closing Date and the occurrence of a Successful Syndication (as defined in the Fee Letter), you will not, and you will use commercially reasonable efforts to ensure that the Acquired Business does not, syndicate or issue, attempt to syndicate or issue, announce (or authorize a third party to announce) the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or any debt security of the Borrower, the Acquired Business or any of their respective subsidiaries (other than (i) the Facility, (ii) equity-linked debt securities of the Borrower, (iii) indebtedness permitted pursuant to the Acquisition Agreement and (iv) notes issued in consideration of repurchase of stock of

- 3 -

departing employees), including any renewals or refinancings of any existing debt facility or debt security, without the prior written consent of the Lead Arrangers; it being understood that the foregoing shall not restrict your ability to borrow in the ordinary course for working capital purposes under your existing revolving credit facility dated as of September 30, 2016 among you, the lenders party thereto and The Bank of New York Mellon (the “Existing Revolving Facility”). In addition, you will not incur any equity-linked debt securities unless the net cash proceeds thereof reduce the commitments in respect of the Term Facility to an amount not less than $200.0 million or to $0.

Prior to the earlier of the Closing Date and the termination of this Commitment Letter, you agree that neither you nor any of your subsidiaries will, without the prior written consent of the Lead Arrangers (which may be given or withheld in our sole discretion) make any investments, acquisitions or dispositions (other than ordinary course investments and acquisitions and dispositions of investments, in each case, as part of its asset management business), or pay dividends or distributions with respect to, or repurchase, the Borrower’s interests (other than dividends on the Borrower’s common stock at the same rate as paid prior to the date of this Commitment Letter).

Notwithstanding the Lead Arrangers’ right to syndicate the Facility and receive commitments with respect thereto, except in connection with an assignment to an Additional Commitment Party pursuant to the second paragraph under Section 1 above, unless otherwise agreed to by you, (x) no Commitment Party shall be relieved or released from its obligations hereunder (including its obligation to fund the Facility on the Closing Date) in connection with any syndication, assignment or participation in the Facility until the initial funding of the Facility on the Closing Date and (y) unless you and we agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitment for the Facility, 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 and agreed that the commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facility and in no event shall the commencement or successful completion of the syndication of the Facility constitute a condition to the availability and initial funding of the Facility on the Closing Date.

You agree to cooperate with each Lead Arranger, and agree to use commercially reasonable efforts to cause the Acquired Business to cooperate with each Lead Arranger, in connection with the syndication of the Facility, including, without limitation, (i) your assistance in the preparation of one or more information packages for the Facility regarding the business, operations, financial projections and prospects of the Borrower, the Acquired Business and their respective subsidiaries (collectively, the “Confidential Information Memorandum”), including, without limitation, information relating to the transactions contemplated hereunder, prepared by or on behalf of you or the Acquired Business deemed reasonably necessary by the Lead Arrangers to complete the syndication of the Facility, (ii) your using commercially reasonably efforts to obtain, prior to the commencement of the Marketing Period (as defined in Annex C), (a) a public corporate family rating from Moody’s Investor Services, Inc. (“Moody’s”), (b) a public corporate credit rating from Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (“S&P”)) and (c) a public credit rating for the Facility from each of Moody’s and S&P (it being understood that in no event shall any specific rating be required nor shall obtaining any such rating be a condition to the Initial Lenders’ commitments hereunder or the funding of the Facility on the Closing Date) and (iii) your presentation of one or more customary information packages for the Facility reasonably acceptable in format and content to the Lead Arrangers (collectively, the “Lender Presentation”) in meetings and other communications with prospective Lenders or agents at mutually agreed time(s) in connection with the syndication of the Facility (including, without limitation, direct contact between senior management and representatives, with appropriate seniority and expertise, of you (and your using commercially reasonable efforts to cause direct contact between senior management and representatives of the Acquired Business) with prospective Lenders and participation of

- 4 -

such persons in meetings) (such initial meeting with prospective Lenders, the “Bank Meeting”). In connection with the preparation of any such Confidential Information Memorandum and Lender Presentation, you agree to provide the Lead Arranger, upon request, with all information, documentation or materials reasonably requested to be delivered to the Lead Arrangers in connection therewith (collectively, together with the Borrower’s filings under the Securities Exchange Act of 1934, as amended, the “Information”). You agree to notify the Lead Arrangers in writing when a Fund Reorganization Proxy Statement/Prospectus (as defined in the Acquisition Agreement) is first mailed. You further agree that Information regarding the Facility and Information provided by you, the Acquired Business or your or their respective representatives to the Lead Arrangers in connection with the Facility (including, without limitation, the Confidential Information Memorandum, the Lender Presentation and draft, and execution copies of the Loan Documents) may be disseminated to potential Lenders and other persons through one or more internet sites (including an Intralinks, SyndTrak or other electronic workspace (the “Platform”)) created for purposes of syndicating the Facility or otherwise, in accordance with the Lead Arranger’s standard syndication practices, and you acknowledge that neither of the Lead Arrangers nor any of their respective affiliates will be responsible or liable to you or any other person or entity for damages arising from the use by others of any Information or other materials obtained on the Platform.

It is understood that in connection with your assistance described above, you will provide, and cause all other applicable persons to provide, customary authorization letters to the Lead Arrangers authorizing the distribution of the Information to prospective Lenders and containing a representation consistent with the first sentence under Section 4 hereof. You acknowledge that certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive Private-Side Information (as defined below)) (each, a “Public Lender”; and Lenders who are not Public Lenders being referred to herein as “Private Lenders”). At the reasonable request of the Lead Arrangers, you agree to assist in the preparation of an additional version of the Confidential Information Memorandum and the Lender Presentation to be used by Public Lenders containing a representation that such Information does not contain Private-Side Information. “Public-Side Information” means information that is not material non-public information (for purposes of United States federal, state or other applicable securities laws); and “Private-Side Information” means any information that is not Public-Side Information. In addition, you will clearly designate as Public-Side Information all Information provided to the Lead Arrangers by or on behalf of you or the Acquired Business which contains exclusively Public-Side Information. You acknowledge and agree that the following documents may be distributed to all Lenders (including Public Lenders): (a) drafts and final versions of the Loan Documents; (b) term sheets and notification of changes in the terms of the Facility and (c) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda).

With your consent (not to be unreasonably withheld), at a Lead Arranger’s own expense, such Lead Arranger may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as such Lead Arranger may choose, and circulate similar promotional materials, after the closing of the transactions in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of the Borrower and its affiliates (or any of them), (ii) such Lead Arranger and its affiliates’ titles and roles in connection with the transactions and (iii) the amount, type and closing date of such transactions.

4. Information.

You represent and covenant that (i) all written Information (other than financial projections, estimates, forecasts, forward-looking information and information of a general economic or industry-specific nature) provided directly or indirectly by you to the Commitment Parties or the Lenders in connection with the

- 5 -

transactions contemplated hereunder, when taken as a whole, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to any written supplements and written updates thereto provided to the Commitment Parties prior to the earlier of the Closing Date or the occurrence of a Successful Syndication) (it being understood that, with respect to the Acquired Business and its subsidiaries, such representations are made to the best of your knowledge) (ii) the financial projections that have been or will be made available to the Commitment Parties or the Lenders by or on behalf of you have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time such financial projections are furnished to the Commitment Parties or the Lenders, it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material and (iii) the Closing Date shall not occur until at least twenty (20) business days after the initial mailing of a Fund Reorganization Proxy Statement/Prospectus. You agree that if at any time prior to the later of (i) the Syndication Date and (ii) the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information and financial projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and financial projections so that such representations will be correct in all material respects under those circumstances. You acknowledge that, in arranging and syndicating the Facility, the Commitment Parties will be entitled to use and rely on the Information and the financial projections without responsibility for independent verification thereof. We will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Borrower, the Acquired Business, their respective subsidiaries or any other party or to advise or opine on any related solvency issues.

5. Indemnification and Related Matters.

You agree to the provisions with respect to our indemnity and other matters set forth in Annex A, which is incorporated by reference into this Commitment Letter.

6. Assignments.

This Commitment Letter may not be assigned by any party hereto (except by the Commitment Parties as set forth below) without the prior written consent of each other party hereto (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto and, except as set forth in Annex A hereto, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Any Commitment Party may assign its commitments and agreements hereunder, in whole or in part, to any of its affiliates or to additional Lenders; provided that any such assignment made to any person (other than an Additional Commitment Party) prior to the funding under the Facility will not relieve such Commitment Party of its obligations set forth herein to fund that portion of the commitments so assigned to the extent such assignee fails to fund the portion of the commitment assigned to it on the Closing Date notwithstanding the satisfaction of the conditions of such funding set forth herein.

7. Confidentiality.

Please note that this Commitment Letter and the Fee Letter and any written communications provided by or oral discussions with any Commitment Party in connection with this arrangement are exclusively for your information and may not be disclosed by you to any third party or circulated or referred to publicly without the prior written consent of the Commitment Parties except, after providing written notice to the Commitment Parties to the extent you are permitted to do so under applicable law, pursuant to a subpoena

- 6 -

or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; provided that the Commitment Parties hereby consent to your disclosure of (i) this Commitment Letter, the Fee Letter and such communications to your officers, directors, employees, attorneys, accountants, representatives, agents and other advisors who are directly involved in the consideration of the Facility and who have been informed by you of the confidential nature of such information and who have agreed to treat such information confidentially, (ii) this Commitment Letter, the Fee Letter or the information contained herein or therein to the Acquired Business and the Seller and to their respective officers, directors, employees, attorneys, accountants, representatives, agents and other advisors who are directly involved in the consideration of the Facility, in each case, to the extent such persons agree to hold the same in confidence (provided that any such disclosure of the Fee Letter or its terms or substance shall be redacted in a manner reasonably satisfactory to the Commitment Parties), (iii) this Commitment Letter and the Fee Letter as required by applicable law or compulsory legal process or as requested by a governmental authority (in which case you agree, to the extent you are permitted to do so under applicable law, to inform the Commitment Parties promptly thereof), (iv) following the Closing Date, the existence of this Commitment Letter and information contained in Annex B about the Facility to market data collectors, similar services providers to the lending industry, and service providers to the Lead Arrangers and the Lenders in connection with the administration and management of the Facility and (v) the information contained in Annex B to Moody’s and S&P; provided that such information is supplied to Moody’s and S&P only on a confidential basis after consultation with the Commitment Parties.

Each Commitment Party agrees that it will treat as confidential, and use only for purposes of the transactions contemplated hereby, all information provided to it hereunder by or on behalf of you or the Acquired Business; provided, however, that nothing herein will prevent such Commitment Party or any of such Commitment Party’s affiliates from disclosing, or using, 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 person agrees to inform you promptly thereof to the extent not prohibited by law), (b) upon the request or demand of any regulatory authority purporting to have jurisdiction over such person or any of its affiliates (in which case, other than in the case of regulatory examinations, such person agrees to inform you promptly thereof to the extent not prohibited by law), (c) to the extent that such information is publicly available or becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of the persons described in clause (d) of this sentence, (d) to such person’s affiliates and their respective officers, directors, employees, attorneys, accountants, representatives, agents and other advisors who need to know such information and on a confidential basis, (e) to potential and prospective Lenders, participants and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower, any Guarantor or their respective obligations under the Facility, in each case, who are advised of the confidential nature of such information, (f) to Moody’s and S&P and other rating agencies, (g) to market data collectors as determined by such Commitment Party; provided that such information is limited to Annex B and is supplied only on a confidential basis, (h) received by such person on a non-confidential basis from a source (other than you, the Acquired Business or any of your or their affiliates, advisors, members, directors, employees, agents or other representatives) not known by such person to be prohibited from disclosing such information to such person by a legal, contractual or fiduciary obligation, or (i) to the extent that such information was already in such Commitment Party’s possession or is independently developed by such Commitment Party, without use of information otherwise subject hereto; provided that (x) the disclosure of any such information to any potential or prospective Lenders or participants referred to in clause (e) above shall be made subject to the acknowledgment and acceptance by such prospective Lender or participant that such information is being disseminated on a confidential basis (on substantially similar terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party, including, without limitation, as agreed in any marketing materials) in accordance with the standard syndication processes of such

- 7 -

Commitment Party or in respect of marketing materials and related written materials distributed through the Platform, shall in any event require “click through” or other affirmative actions on the part of the recipient to access such information and (y) no such disclosure shall be made by the Lead Arrangers to any Competitor or Disqualified Person (after designation as such in accordance with the terms hereof). Each Commitment Party’s obligations under this provision shall remain in effect until the earlier of (i) one year from the date hereof and (ii) the date the Loan Documents are entered into by such Commitment Party, at which time any confidentiality undertaking in the Loan Documents shall supersede this provision.

8. Absence of Fiduciary Relationship; Affiliates; Etc.

As you know, each of the Commitment Parties (together with their respective affiliates, the “Investment Banks”) is a full service financial institution engaged, either directly or through its affiliates, in a broad array of activities, including commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally. In the ordinary course of its various business activities, each Investment Bank, and funds or other entities in which such Investment Bank invests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for its own account and for the accounts of its customers. In addition, the Investment Banks may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. Any of the aforementioned activities may involve or relate to assets, securities and/or instruments of the Borrower, the Acquired Business, their respective subsidiaries and/or other entities and persons which may (i) be involved in transactions arising from or relating to the arrangement contemplated by this Commitment Letter or (ii) have other relationships with you, the Acquired Business or your or its affiliates. In addition, the Investment Banks may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. The arrangement contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor. Although the Investment Banks in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the financing contemplated by this Commitment Letter, the Investment Banks shall have no obligation to disclose such information, or the fact that any Investment Bank is in possession of such information, to you or to use such information on your behalf.

Consistent with each Investment Bank’s policies to hold in confidence the affairs of its customers, such Investment Bank will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of its other customers. Furthermore, you acknowledge that none of the Investment Banks and none of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by it from any other person.

The Investment Banks may have economic interests that conflict with those of you, the Acquired Business, your or its equity holders and/or your or its affiliates. You agree that each Investment Bank will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter, Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between such Investment Bank, on the one hand, and you, your equity holders or your affiliates, on the other hand. You acknowledge and agree that the transactions

- 8 -

contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between such Investment Bank, on the one hand, and you, on the other, and in connection therewith and with the process leading thereto, (i) such Investment Bank has not assumed an advisory or fiduciary responsibility in favor of you, your equity holders or your affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether such Investment Bank has advised, is currently advising or will advise you, your equity holders or your affiliates on other matters) or any other obligation to you except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) such Investment Bank is acting solely as a principal and not as an agent or fiduciary of you, your management, equity holders, affiliates, creditors or any other person. You acknowledge and agree that you have consulted your own legal and financial advisors to the extent you deemed appropriate and that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that any Investment Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to you, in connection with such transactions or the process leading thereto. In addition, the Commitment Parties may employ the services of their respective affiliates in providing services and/or performing their respective obligations hereunder and may exchange with such affiliates information concerning you, your affiliates, the Acquired Business and other companies that may be the subject of this arrangement, and such affiliates of the Commitment Parties will be entitled to the benefits afforded to the Commitment Parties hereunder.

As you know, Barclays Capital Inc. and an affiliate MSSF have been retained by you (or one of your affiliates) as financial advisors (each, in such capacity, a “Financial Advisor”) in connection with the Acquisition. Each of the parties hereto agrees to such retention. You 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 any Financial Advisor or any Initial Commitment Party and/or its affiliates’ arranging or providing or contemplating arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein.

In addition, please note that the Investment Banks and the Financial Advisors do not provide accounting, tax or legal advice.

9. Miscellaneous.

Each Commitment Party’s commitments and agreements hereunder will terminate upon the first to occur of (i) the consummation of the Acquisition, (ii) the date of termination of the Acquisition Agreement, and (iii) July 21, 2017, as may be extended to the date which is five business days after the “Outside Date” if the “Outside Date” under the Acquisition Agreement is extended pursuant to Section 10.01(b) of the Acquisition Agreement as in effect on the date hereof, but in any event not later than September 22, 2017. You may terminate this Commitment Letter and our commitments hereunder at any time without penalty or obligation, subject to the provisions of the immediately succeeding paragraph.

The provisions set forth under Sections 3, 4, 5 (including Annex A), the first paragraph of Section 7, Section 8 and this Section 9 (other than any provision therein that expressly terminates upon execution of the Loan Documents) and the provisions of the Fee Letter will remain in full force and effect regardless of whether Loan Documents are executed and delivered. The provisions set forth in the Fee Letter and under Sections 5 (including Annex A), 7 and 8 hereof and this Section 9 will remain in full force and effect notwithstanding the expiration or termination of this Commitment Letter or the Commitment Parties’ commitments and agreements hereunder. Notwithstanding the previous two sentences, if the Loan Documents are executed and delivered, the provisions of Section 5 (including Annex A), and the second paragraph of Section 7 shall be superseded to the extent covered by the corresponding provisions of the Loan Documents and shall no longer be of any further force or effect.

- 9 -

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate promptly in good faith the Loan Documents by the parties hereto in a manner consistent with this Commitment Letter and the Fee Letter, it being acknowledged and agreed that the commitments provided hereunder are subject to the conditions precedent expressly described in Annex C. Reasonably promptly after the execution of this Commitment Letter, the parties hereto shall proceed with the negotiation of the Loan Documents for the purpose of executing and delivering the Loan Documents no later than the consummation of the Acquisition.

This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided that, notwithstanding the foregoing, it is understood and agreed that (a) the interpretation of the definition of “Material Adverse Effect” (as defined in Annex C) (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any Acquired Business Representations and whether as a result of any inaccuracy thereof you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the Transactions and the other transactions contemplated hereby and thereby or the actions of any Commitment Party or any of its affiliates in the negotiation, performance or enforcement hereof. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in only such court. Each of the parties hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment. Nothing in this Commitment Letter or the Fee Letter shall affect any right that any Commitment Party or any affiliate thereof may otherwise have to bring any claim, action or proceeding relating to this Commitment Letter, the Fee Letter and/or the transactions contemplated hereby and thereby in any court of competent jurisdiction to the extent necessary or required as a matter of law to assert such claim, action or proceeding against any assets of you or enforce any judgment arising out of any such claim, action or proceeding. You hereby agree that service of any process, summons, notice or document by registered mail or overnight courier addressed to it at the address set forth above shall be effective service of process against you for any suit, action or proceeding relating to any such dispute.

The Commitment Parties hereby notify the Borrower and the Guarantors 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”) the Commitment Parties and each Lender may be required to obtain, verify and record information that identifies the Borrower and each of the Guarantors, which information includes the name and address of the Borrower and each of the Guarantors and other information that will allow each Commitment Party and each Lender to identify the Borrower and each of the Guarantors in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Commitment Parties and each Lender.

- 10 -

This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic transmission (in .pdf format) will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among the parties hereto with respect to the Facility and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto with respect to the Facility. Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Parties the enclosed copy of this Commitment Letter and the Fee Letter before the earlier of (i) 5:00 p.m., New York City time, on the date hereof and (ii) the public announcement of the Acquisition, whereupon this Commitment Letter and the Fee Letter will become binding agreements between you and the Commitment Parties. If this Commitment Letter and the Fee Letter have not been signed and returned to us by the time specified in the preceding sentence, this offer will terminate at such time. We look forward to working with you on this transaction.

[Remainder of page intentionally left blank]

- 11 -

[Signature Page to Falcon Commitment Letter]

[Signature Page to Falcon Commitment Letter]

[Signature Page to Debt Commitment Letter]

Annex A

You agree to indemnify and hold harmless each Commitment Party (whether in its capacity as Lead Arranger, Administrative Agent, Initial Lender or otherwise) and its affiliates (including, without limitation, controlling persons) and each director, officer, employee, advisor, agent, affiliate, successor, partner, representative and assign of each of the foregoing (each, an “Indemnified Person”) from and against any and all actions, suits, investigation, inquiry, claims, losses, damages, liabilities, expenses or proceedings of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Commitment Letter, the Fee Letter, the Facility, the use of proceeds thereof, the Acquisition or the other transactions contemplated thereby (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (any of the foregoing, a “Proceeding”), and you agree to reimburse each Indemnified Person upon demand for any legal or other reasonable and documented out-of-pocket expenses incurred in connection with investigating, defending, preparing to defend or participating in any such Proceeding; provided, however, that no Indemnified Person will be indemnified for any such cost, expense or liability (i) to the extent determined by a final, nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person or from a material breach of the obligations of such Indemnified Person under this Commitment Letter or (ii) arising out of or in connection with any Proceeding that does not involve an act or omission of yours or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claims against any Commitment Party in its capacity or in fulfilling its role as an agent or arranger or any similar role under the Facility). In the case of any Proceeding to which the indemnity in this paragraph applies (excluding, for the avoidance of doubt, any Proceeding to which the preceding proviso applies), such indemnity and reimbursement obligations shall be effective, whether or not such Proceeding is brought by the Borrower, the Acquired Business, any of their respective securityholders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Commitment Letter, the Fee Letter, the Facility, the Acquisition or the other transactions contemplated thereby is consummated. Notwithstanding any other provision of the Commitment Letter, (i) no Indemnified Person shall be responsible or liable for damages arising from the unauthorized use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission, except to the extent such damages have resulted from the willful misconduct or gross negligence of such Indemnified Person as determined by a final, nonappealable judgment of a court of competent jurisdiction and (ii) no Indemnified Person shall have any liability for any special, indirect, consequential or punitive damages in connection with or as a result of this Commitment Letter or the Fee Letter or the transactions contemplated hereby or thereby.

You shall not be liable for any settlement of any Proceedings effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement in accordance with the preceding paragraph.

You will not, without the prior written consent of the relevant Indemnified Person, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder by such Indemnified Person (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of such Indemnified Person from all claims that are the subject matter of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnified Person (which consent, if the conditions set forth in clauses (i) and (ii) are satisfied, shall not be unreasonably withheld or delayed).

Annex A-1

The provisions of this Annex A will survive any termination or completion of the arrangement provided by the Commitment Letter and the Fee Letter.

Annex A-2

Annex B

Project Falcon

Summary of the Facility

This Summary outlines certain terms of the Facility referred to in the Commitment Letter, of which this Annex B is a part. Certain capitalized terms used herein are defined in the Commitment Letter.

Annex B-1

Annex B-2

Annex B-3

Annex B-4

Annex B-5

Annex B-6

Annex B-7

Annex B-8

Annex B-9

Annex B-10

Annex B-11

Annex B-12

Annex B-13

Annex B-14

Annex B-15

Annex B-16

Annex B-17

Annex B-18

Annex B-19

Annex B-20

Annex B-21

Annex B-22

Annex B-23

Annex B-24

Annex B-25

Annex C

Project Falcon

Summary of Conditions Precedent to the Facility

This Summary of Conditions Precedent outlines certain of the conditions precedent to the Facility referred to in the Commitment Letter, of which this Annex C is a part. Certain capitalized terms used herein are defined in the Commitment Letter.

Annex C-1

Annex C-2

Annex C-3

Exhibit 1 to Annex C

Form of Solvency Certificate

Date: [•]

To the Administrative Agent and each of the Lenders

party to the Credit Agreement referred to below:

Pursuant to Section [•] of the Credit Agreement, the undersigned, solely in the undersigned’s capacity as [chief financial officer][specify other officer with equivalent duties] of the Borrower, hereby certifies, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without personal liability, that, to his knowledge, as of the Closing Date, after giving effect to the Acquisition and the other transactions contemplated thereby (including the making of the Loans under the Facility on the Closing Date and the application of the proceeds thereof):

“Applicable Group” means the Borrower and its Subsidiaries on a consolidated basis.

For purposes of this Solvency Certificate, (i) the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability and (ii) it is assumed that the indebtedness and other obligations incurred on the date hereof under the Facility will come due on their respective maturities. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned is familiar with the business and financial position of the Borrower and its Subsidiaries. In reaching the conclusions set forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the business proposed to be conducted by the Borrower and its Subsidiaries after consummation of the transactions.

* * *

Exhibit I to Annex C-1

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate, solely in the undersigned’s capacity as [chief financial officer][specify other officer with equivalent duties] of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without personal liability, as of the date first stated above.

Exhibit I to Annex C-2