Exhibit 10.1

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT, dated as of September 25, 2017 (this “ Agreement ”), is made by and among Scott L. Bok, in an individual capacity (“ Mr.  Bok ”), and Bok Family Partners, L.P. (“ Family Partners ”), as purchasers (each a “ Purchaser ” and collectively the “ Purchasers ”), and Greenhill & Co., Inc., as issuer (“ Company ”).

RECITALS :

WHEREAS, Company contemplates shortly commencing a tender offer for up to 9,000,000 shares of its Common Stock, par value $0.01 per share (the “ Offer ”);

WHEREAS, Company desires to issue and sell, and Purchasers desire to purchase, the Securities (as defined below), in each case upon the terms and conditions of this Agreement;

NOW THEREFORE, the parties hereby agree as follows:

AGREEMENT :

Section 1. Purchase and Sale of Securities .

(a) Company hereby agrees to issue and sell to Purchasers, and Purchasers hereby agree to subscribe and purchase from Company, shares of Company’s Common Stock, par value $0.01 per share (the “ Securities ”), at an aggregate purchase price of $10,000,000 (the “ Purchase Price ”), as follows:

(1) Mr. Bok shall subscribe and purchase from Company shares of the Securities at an aggregate purchase price of $8,000,000, at a price per share equal to either (i) the final tender price of the Offer, or (ii) if the Offer is cancelled, the volume weighted average trading price of the Common Stock for the 5 consecutive trading days after the day of termination of the Offer (with the number of shares issued rounded down to the nearest whole share);

(2) Family Partners shall subscribe and purchase from Company shares of the Securities at an aggregate purchase price of $2,000,000, at a price per share equal to either (i) the final tender price of the Offer, or (ii) if the Offer is cancelled, the volume weighted average trading price of the Common Stock for the 5 consecutive trading days after the day of termination of the Offer (with the number of shares issued rounded down to the nearest whole share).

(b) Closing of the transactions described in Section 1(a) shall be completed as promptly as practical after either (i) the 11th trading day following the expiration of the Offer, if completed, or (ii) if the Offer is terminated, the 6th trading day following termination, or such later date as may be determined by the Company.

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Section 2. Representations and Warranties of Company . Company hereby represents and warrants to the Purchasers that the Company has the requisite corporate or other power and authority to enter into and perform its obligations under this Agreement, and this Agreement has been duly authorized, executed and delivered by Company, enforceable in accordance with its terms.

Section 3. Representations of Purchasers . Each of the Purchasers hereby represent and warrant to Company as follows:

(a) Capacity. Purchaser, having full legal capacity to do so, has duly executed this Agreement and this Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

(b) Purchase for Own Account . The Securities to be purchased hereunder will be acquired for the Purchaser’s own account, for investment purposes and not as a nominee or agent, and not with a view to the public resale or distribution of any part thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”), and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in a manner that would cause the purchase of the Securities hereunder to become subject to the registration requirements of the Securities Act or similar requirements under any other applicable law. The Purchaser does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or any third party with respect to the Securities.

(c) Disclosure of Information . Purchaser has conducted its own investigation of Company to its own satisfaction and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Securities to be purchased under this Agreement. In addition, Purchaser has had an opportunity to ask questions and receive answers from Company regarding the terms and conditions of the offering of the Securities and to obtain additional information Purchaser believes to be necessary or appropriate to verify any information furnished to Purchaser or to which Purchaser had access.

(d) Restricted Securities . Purchaser acknowledges and understands that: (a) the offering and sale of the Purchased Shares will not be registered under the Securities Act; (b) the Securities will be “restricted securities” under the Securities Act because they are being acquired from Company in a transaction not involving a public offering, and that under the Securities Act such securities may not be offered, sold or transferred unless they are duly registered or such offer or sale is made in accordance with an exemption from registration; (c) Company is under no obligation to register any of the securities sold hereunder by the terms of this Agreement; and (d) if an exemption from registration or qualification is available, it may be conditioned upon various requirements including the time and manner of sale, the holding period and requirements relating to Company which may be outside Purchaser’s control and which Company may not be able to satisfy.

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Section 4. Miscellaneous .

(a) Assignability . Neither this Agreement nor any right or obligation hereunder shall be assigned, delegated, or otherwise transferred (whether voluntarily, by operation of law, by merger, or otherwise) by any party hereto, without the prior written consent of the other parties hereto. Any attempted assignment, delegation, or transfer in violation of this Section 4(b) shall be void and of no force or effect.

(b) No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(c) Governing Law; Submission to Jurisdiction . This Agreement and all matters arising in connection with this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to its choice of law provisions. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE STATE OF NEW YORK AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(d) Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(e).

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(e) Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties hereto and may be amended only by a written instrument duly signed by each party hereto.

(f) Severability . The invalidity of any term or terms of this Agreement will not affect any other term of this Agreement, which will remain in full force and effect.

(g) Headings . The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(h) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile, email or other electronic means and will be deemed as sufficient as if original signature pages had been delivered.

(i) No Other Representations . EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2 OR 3 OF THIS AGREEMENT, NO PARTY IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO ANY OTHER PARTY WITH RESPECT TO THE SECURITIES.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Exhibit 10.2

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT, dated as of September 25, 2017 (this “ Agreement ”), is made by and between Socatean Partners, as purchaser (“ Purchaser ”), and Greenhill & Co., Inc., as issuer (“ Company ”).

RECITALS :

WHEREAS, Company contemplates shortly commencing a tender offer for up to 9,000,000 shares of its Common Stock, par value $0.01 per share (the “ Offer ”);

WHEREAS, Company desires to issue and sell, and Purchaser desires to purchase, the Securities (as defined below), in each case upon the terms and conditions of this Agreement;

NOW THEREFORE, the parties hereby agree as follows:

AGREEMENT :

Section 1. Purchase and Sale of Securities .

(a) Company hereby agrees to issue and sell to Purchaser, and Purchaser hereby agrees to subscribe and purchase from Company, shares of Company’s Common Stock, par value $0.01 per share (the “ Securities ”), at an aggregate purchase price of $10,000,000 (the “ Purchase Price ”) and a price per share equal to either (i) the final tender price of the Offer, or (ii) if the Offer is cancelled, the volume weighted average trading price of the Common Stock for the 5 consecutive trading days after the day of termination of the Offer (with the number of shares issued rounded down to the nearest whole share).

(b) Closing of the transaction described in Section 1(a) shall be completed as promptly as practical after either (i) the 11th trading day following the expiration of the Offer, if completed, or (ii) if the Offer is terminated, the 6th trading day following termination, or such later date as may be determined by the Company.

Section 2. Representations and Warranties of Company . Company hereby represents and warrants to the Purchaser that the Company has the requisite corporate or other power and authority to enter into and perform its obligations under this Agreement, and this Agreement has been duly authorized, executed and delivered by Company, enforceable in accordance with its terms.

Section 3. Representations of Purchaser . Purchaser hereby represents and warrants to Company as follows:

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(a) Capacity. Purchaser, having full legal capacity to do so, has duly executed this Agreement and this Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

(b) Purchase for Own Account . The Securities to be purchased hereunder will be acquired for the Purchaser’s own account, for investment purposes and not as a nominee or agent, and not with a view to the public resale or distribution of any part thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”), and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in a manner that would cause the purchase of the Securities hereunder to become subject to the registration requirements of the Securities Act or similar requirements under any other applicable law. The Purchaser does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or any third party with respect to the Securities.

(c) Disclosure of Information . Purchaser has conducted its own investigation of Company to its own satisfaction and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Securities to be purchased under this Agreement. In addition, Purchaser has had an opportunity to ask questions and receive answers from Company regarding the terms and conditions of the offering of the Securities and to obtain additional information Purchaser believes to be necessary or appropriate to verify any information furnished to Purchaser or to which Purchaser had access.

(d) Restricted Securities . Purchaser acknowledges and understands that: (a) the offering and sale of the Purchased Shares will not be registered under the Securities Act; (b) the Securities will be “restricted securities” under the Securities Act because they are being acquired from Company in a transaction not involving a public offering, and that under the Securities Act such securities may not be offered, sold or transferred unless they are duly registered or such offer or sale is made in accordance with an exemption from registration; (c) Company is under no obligation to register any of the securities sold hereunder by the terms of this Agreement; and (d) if an exemption from registration or qualification is available, it may be conditioned upon various requirements including the time and manner of sale, the holding period and requirements relating to Company which may be outside Purchaser’s control and which Company may not be able to satisfy.

Section 4. Miscellaneous .

(a) Assignability . Neither this Agreement nor any right or obligation hereunder shall be assigned, delegated, or otherwise transferred (whether voluntarily, by operation of law, by merger, or otherwise) by any party hereto, without the prior written consent of the other parties hereto. Any attempted assignment, delegation, or transfer in violation of this Section 4(b) shall be void and of no force or effect.

(b) No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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(c) Governing Law; Submission to Jurisdiction . This Agreement and all matters arising in connection with this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to its choice of law provisions. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE STATE OF NEW YORK AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(d) Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(e).

(e) Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties hereto and may be amended only by a written instrument duly signed by each party hereto.

(f) Severability . The invalidity of any term or terms of this Agreement will not affect any other term of this Agreement, which will remain in full force and effect.

(g) Headings . The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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(h) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile, email or other electronic means and will be deemed as sufficient as if original signature pages had been delivered.

(i) No Other Representations . EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2 OR 3 OF THIS AGREEMENT, NO PARTY IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO ANY OTHER PARTY WITH RESPECT TO THE SECURITIES.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Exhibit 10.3

GOLDMAN SACHS BANK USA

200 West Street

New York, New York 10282-2198

PERSONAL AND CONFIDENTIAL

September 25, 2017

Greenhill & Co., Inc.

600 Lexington Ave.

New York, NY 10022

Attention: Scott L. Bok

Commitment Letter

Ladies and Gentlemen:

Goldman Sachs Bank USA (“ Goldman Sachs ”) is pleased to confirm the arrangements under which it (i) is exclusively authorized by Greenhill & Co., Inc. (the “ Borrower ” or “ you ” ) to act as sole lead arranger, sole bookrunner, and sole syndication agent in connection with, (ii) is exclusively authorized by the Borrower to act as administrative agent in connection with, and (iii) commits to provide the financing for, certain transactions described herein, in each case on the terms and subject to the conditions set forth in this letter and the attached Annexes A, B and C hereto (collectively, this “ Commitment Letter ” ).

You have informed Goldman Sachs that the Borrower intends to establish (i) a $300 million senior secured term loan facility (the “ Term Facility ”) and (ii) a $20 million senior secured revolving credit facility (the “ Revolving Facility ”, and together with the Term Facility, the “ Facilities ”). The proceeds of the Term Facility are expected to be used to repurchase a portion of the Borrower’s outstanding equity interests, prepay existing debt, and pay fees and expenses associated therewith. Amounts available under the Revolving Facility will be used to finance the Borrower’s ongoing working capital requirements and for general corporate purposes.

1. Commitments; Titles and Roles.

Goldman Sachs is pleased to confirm its agreement to act, and you hereby appoint Goldman Sachs to act, as sole lead arranger, sole bookrunner and sole syndication agent in connection with the Facilities. Goldman Sachs is pleased to confirm its agreement to act, and you hereby appoint Goldman Sachs to act as administrative agent (the “ Administrative Agent ” ) for the Facilities. Goldman Sachs hereby commits to provide the Borrower the full $320 million of the Facilities on the terms and subject to the conditions contained in this Commitment Letter and the Fee Letter (referred to below). Our fees for our commitment and for services related to the Facilities are set forth in a separate fee letter (the “ Fee Letter ” ) entered into by the Borrower and Goldman Sachs on the date hereof.

2. Conditions Precedent.

The commitments of Goldman Sachs hereunder to fund the Facilities on the Closing Date and the agreements of Goldman Sachs to perform the services described herein are subject solely to the satisfaction (or waiver by Goldman Sachs) of the applicable conditions precedent set forth or referred to in this Section and the section entitled “Conditions Precedent to Initial Borrowings” in Annex B hereto and upon satisfaction (or waiver by Goldman Sachs) of such conditions, the initial funding of the Facilities shall occur.

Goldman Sachs’ commitments and agreements are also subject to the execution and delivery of appropriate definitive loan documents relating to the Facilities including, without limitation, credit agreements, guarantees, security agreements, pledge agreements, opinions of counsel and other related definitive documents (collectively, the “ Loan Documents ” ) that are substantially consistent with the terms set forth in this Commitment Letter and are otherwise acceptable to Goldman Sachs and you. The definitive documentation referred to in this Commitment Letter, the terms set forth on Annex B (the “ Term Sheet ”) and Annex C and the Fee Letter with respect to the Facilities will contain the terms set forth in the Term Sheets and will otherwise give due regard to the Precedent Documents (as defined below), with the modifications necessary to reflect the terms set forth in the Term Sheets and such other modifications reasonably satisfactory to the Arranger and to you as shall be appropriate to take account of the pro forma capitalization of the Borrower and its subsidiaries (including the sizing of baskets not specified in the Term Sheets), changes in law or accounting standards since the date of the Precedent Documents, current market conditions and comments received during primary syndication. Such documentation will take account of the nature of the business of the Borrower in light of the organic and strategic growth and development of the business of the Borrower and previously communicated to Goldman Sachs by you. “ Precedent Documents ” means that certain credit agreement and related documentation previously identified to you as “Project Indigo”.

3. Syndication

In connection with its syndication of the Facilities to the Lenders (as defined in Annex B ), together with Goldman Sachs and you will select the Lenders who will participate in the Facilities and you acknowledge and agree that the commencement of syndication shall occur in the discretion of Goldman Sachs; provided that we agree not to syndicate to (i) Competitors (as defined below) of the Borrower and its subsidiaries specified to us by you or in writing on or prior to the date hereof (which list of Competitors may be supplemented by the Borrower after the Closing Date by means of a written notice to and the consent of the Administrative Agent), (ii) certain banks, financial institutions, other institutional lenders and other entities, in each case, that have been specified to us by you in writing on or prior to the date hereof and (iii) as to any entity referenced in each case of clauses (i) and (ii) above (the “ Primary Disqualified Lender ”), any of such Primary Disqualified Lender’s known affiliates readily identifiable solely by name, but excluding any affiliate that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which the Primary Disqualified Lender does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity (clauses (i), (ii) and (iii) above collectively, the “ Disqualified Lenders ”) and that no Disqualified Lenders may become Lenders (provided, that any additional designation permitted by the foregoing shall not apply retroactively to any prior assignment to any Lender (or prior participation in the Facilities) permitted hereunder at the time of such assignment (or prior participation in the Facilities)). As used herein, “Competitor” means (i) any competitor of the Borrower and its subsidiaries that is in the same or a substantially similar line of business and (ii) any customer and supplier of the Borrower and its subsidiaries (other than any customer that is a bank, financial institution, other institutional lender or an affiliate thereof). Goldman Sachs will lead the syndication, including determining the timing of all offers to potential Lenders, and subject to the Borrowers’ agreement, 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 Goldman Sachs pursuant to the terms of this Commitment Letter and the Fee Letter. Goldman Sachs and the Borrower, collectively, will determine the final commitment allocations. The

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Borrower agrees to use all commercially reasonable efforts to ensure that Goldman Sachs’ syndication efforts benefit from the existing lending relationships of the Borrower and its subsidiaries. To facilitate an orderly and successful syndication of the Facilities, you agree that, until the later of (A) the Closing Date and (B) the earlier of (i) 60 days after the Closing Date and (ii) a Successful Syndication (as defined in the Fee Letter) (such date the “ Syndication Date ”), you will not, and will not permit any of your subsidiaries to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of 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 or any of its subsidiaries, if such syndication or issuance would reasonably be expected to materially impair the primary syndication of the Facilities (other than the Facilities and other indebtedness contemplated hereby to remain outstanding after the Closing Date, including any renewals or refinancings of any existing debt facility or debt security), without the prior written consent of Goldman Sachs.

The Borrower agrees to cooperate with Goldman Sachs in connection with (i) the preparation of one or more information packages for the Facilities regarding the business, operations, financial projections and prospects of the Borrower and its subsidiaries (collectively, the “ Confidential Information Memorandum ” ) including, without limitation, all information relating to the transactions contemplated hereunder prepared by or on behalf of the Borrower deemed reasonably necessary by Goldman Sachs to complete the syndication of the Facilities including, without limitation, obtaining, prior to the launch of general syndication, (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 ( “ S&P ” ) and (c) a public credit rating for the Facilities from each of Moody’s and S&P, (ii) the presentation of one or more information packages for the Facilities acceptable in format and content to Goldman Sachs (collectively, the “ Lender Presentation ” ) in meetings and other communications with prospective Lenders or agents in connection with the syndication of the Facilities (including, without limitation, direct contact between senior management and representatives, with appropriate seniority and expertise, of the Borrower with prospective Lenders and participation of such persons in meetings), (iii) the negotiation, execution and delivery of the Loan Documents, and (iv) Goldman Sachs’ due diligence investigation of the Borrower and its subsidiaries, including, without limitation, by supplying due diligence materials and information with respect to the general affairs, management, prospects, financial position, shareholders’ equity or results of operations of the Borrower and its subsidiaries and the tax, accounting, legal, regulatory and other issues relevant to the Borrower and its subsidiaries. The Borrower will be solely responsible for the contents of any such Confidential Information Memorandum and Lender Presentation and all other information, documentation or other materials delivered to Goldman Sachs in connection therewith (collectively, the “ Information ” ) and acknowledges that Goldman Sachs will be using and relying upon the Information without independent verification thereof. The Borrower agrees that Information regarding the Facilities and Information provided by the Borrower or its representatives to Goldman Sachs in connection with the Facilities (including, without limitation, draft and execution versions of the Loan Documents, the Confidential Information Memorandum, the Lender Presentation and publicly filed financial statements) 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 Facilities or otherwise, in accordance with Goldman Sachs’ standard syndication practices, and you acknowledge that neither Goldman Sachs nor any of its 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 Goldman Sachs authorizing the distribution of the Information to prospective Lenders. The Borrower acknowledges 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

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herein as “ Private Lenders ”). At the request of Goldman Sachs, the Borrower agrees to prepare 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. “ Private-Side Information ” means material non-public information (for purposes of United States federal, state or other applicable securities laws) concerning the Borrower or its subsidiaries or any of their respective securities; and “ Public-Side Information ” means any information that is not Private-Side Information. In addition, the Borrower will clearly designate as such all Information provided to Goldman Sachs by or on behalf of the Borrower which contains exclusively Public-Side Information. The Borrower acknowledges and agrees 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 Facilities and (c) administrative materials prepared by Goldman Sachs for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda).

4. Information.

The Borrower represents and covenants that (i) all Information (other than financial projections, estimates, economic forecasts, and other forward looking information) provided directly or indirectly by the Borrower or its subsidiaries or affiliates to Goldman Sachs or the Lenders in connection with the transactions contemplated hereunder does not and will not when furnished, when taken as a whole, 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 were made and (ii) the financial projections that have been or will be made available to Goldman Sachs or the Lenders by the Borrower 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 Goldman Sachs 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. You agree that if at any time prior to the later of (i) the Closing Date and (ii) the termination of the syndication of the Facilities as determined by Goldman Sachs, 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. In arranging and syndicating the Facilities, we 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 or any other party or to advise or opine on any related solvency issues.

5. Indemnification and Related Matters.

In connection with arrangements such as this, it is our firm’s policy to receive indemnification. The Borrower agrees 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 you without the prior written consent of Goldman Sachs (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of Goldman Sachs and the other parties hereto and, except as set forth in Annex A, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Goldman Sachs may assign its commitments and agreements hereunder, in whole or in part, to any of its

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affiliates and, subject to the consent rights above, to any Lender prior to the Closing Date. In addition, until the termination of the syndication of the Facilities, as determined by Goldman Sachs, Goldman Sachs may, subject to the consent rights above, assign its commitments and agreements hereunder, in whole or in part, to additional arrangers or other Lenders. Any assignment by Goldman Sachs to any potential Lender made prior to the Closing Date will only relieve Goldman Sachs of its obligations set forth herein to fund that portion of the commitments so assigned if such assignment was approved by you (pursuant to the Fee Letter or otherwise, in each case, such approval not to be unreasonably withheld or delayed). 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.

7. Confidentiality.

Please note that this Commitment Letter, the Fee Letter and any written communications provided by, or oral discussions with, Goldman Sachs in connection with this arrangement are exclusively for the information of the Borrower and may not be disclosed by you to any third party or circulated or referred to publicly without our prior written consent except, after providing written notice to Goldman Sachs, pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; provided that we hereby consent to your disclosure of (i) this Commitment Letter, the Fee Letter and such communications and discussions to your officers, directors, agents and advisors who are directly involved in the consideration of the Facilities and who have been informed by you of the confidential nature of such advice and this Commitment Letter and the Fee Letter and who have agreed to treat such information confidentially, (ii) this Commitment Letter and the Fee Letter as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof), (iii) the Commitment Letter (but not the Fee Letter) and its contents in connection with any public or regulatory filing requirement relating to the Transactions, including the filing of the Schedule TO (the “ Schedule TO ”) relating to the redemption of a portion of the Borrower’s outstanding equity interests (the “ Tender Offer ”) and a press release announcing the Transactions and the commitment hereunder, and (iv) the information contained in Annex B to Moody’s and S&P in connection with obtaining ratings; provided that such information is supplied to Moody’s and S&P only on a confidential basis after consultation with Goldman Sachs .

Goldman Sachs agrees that it will treat as confidential all information provided to it hereunder by or on behalf of you or any of your subsidiaries or affiliates; provided , however , that nothing herein will prevent Goldman Sachs or its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such 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, (c) to the extent that such information is publicly available or becomes publicly available other than by reason of improper disclosure by such person, (d) to such person’s affiliates and their respective officers, directors, partners, members, employees, legal counsel, independent auditors and other experts or agents 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 and its obligations under the Facilities, in each case, who are advised of the confidential nature of such information, (f) to Moody’s and S&P and other ratings agencies or to market data collectors as determined by Goldman Sachs; provided that such information is limited to Annex B and is supplied only on a confidential basis, (g) to market data collectors, similar services providers to the lending industry, and service providers to Goldman Sachs and the Lenders in connection with the administration and management of the Facilities; provided that such information is limited to the existence of this

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Commitment Letter and information about the Facilities, (h) received by such person on a non-confidential basis from a source (other than you or any of your 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, (i) to the extent that such information was already in Goldman Sachs’ possession or is independently developed by Goldman Sachs or (j) for purposes of establishing a “due diligence” defense; provided that no such disclosure shall be made by Goldman Sachs to any Disqualified Lender. Goldman Sachs’ obligation under this provision shall remain in effect until the earlier of (i) one year from the date hereof and (ii) the date the definitive Loan Documents are entered into by Goldman Sachs, at which time any confidentiality undertaking in the definitive Loan Documents shall supersede this provision.

8. Absence of Fiduciary Relationship; Affiliates; Etc.

As you know, Goldman Sachs (together with its affiliates, “ GS ” ) 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 their various business activities, GS and funds or other entities in which GS 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 their own account and for the accounts of their customers. In addition, GS 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 and its 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 the Borrower or its affiliates. In addition, GS 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 GS 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, GS shall have no obligation to disclose such information, or the fact that GS is in possession of such information, to the Borrower or to use such information on the Borrower’s behalf.

Consistent with GS’s policies to hold in confidence the affairs of its customers, GS 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 neither GS nor any of its 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 them from any other person.

GS may have economic interests that conflict with those of the Borrower, its equity holders and/or its affiliates. You agree that GS will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between GS and the Borrower, its equity holders or its affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and

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thereunder) are arm’s-length commercial transactions between GS, on the one hand, and the Borrower, on the other, and in connection therewith and with the process leading thereto, (i) GS has not assumed an advisory or fiduciary responsibility in favor of the Borrower, its equity holders or its 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 GS has advised, is currently advising or will advise the Borrower, its equity holders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) GS is acting solely as a principal and not as the agent or fiduciary of the Borrower, its management, equity holders, affiliates, creditors or any other person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that GS has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transactions or the process leading thereto. In addition, Goldman Sachs may employ the services of its affiliates in providing services and/or performing its or their obligations hereunder and may exchange with such affiliates information concerning the Borrower, its subsidiaries and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to Goldman Sachs hereunder.

In addition, please note that GS does not provide accounting, tax or legal advice.

9. Miscellaneous.

The parties hereto hereby agree that the Engagement Letter, dated as of August 29, 2017, between Goldman Sachs and the Borrower (the “ Engagement Letter ”), is terminated on the date hereof (other than those provisions therein that expressly survive termination).

Goldman Sachs’ commitments and agreements hereunder will terminate on the date that is 45 calendar days after the date of this Commitment Letter, unless the closing of the Facilities, on the terms and subject to the conditions contained herein, has been consummated on or before such date.

The provisions set forth under Sections 3, 4, 5 (including Annex A), 6, 7 and 8 hereof and this Section 9 hereof (other than any provision therein that expressly terminates upon execution of the definitive Loan Documents) and the provisions of the Fee Letter will remain in full force and effect regardless of whether definitive 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 Goldman Sachs’ commitments and agreements hereunder.

The Borrower agrees for itself and its affiliates that any suit or proceeding arising in respect of this Commitment Letter or Goldman Sachs’ commitments or agreements hereunder or the Fee Letter will be tried exclusively in any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the Borrower hereby submits to the exclusive jurisdiction of, and to venue in, such court. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either Goldman Sachs’ commitments or agreements or any matter referred to in this Commitment Letter or the Fee Letter is hereby waived by the parties hereto. The Borrower for itself and its affiliates agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the

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addresses above shall be effective service of process against such party for any suit, action or proceeding brought in any such court. This Commitment Letter and the Fee Letter will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

Goldman Sachs hereby notifies the Borrower 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 ” ), it, and each Lender, may be required to obtain, verify and record information that identifies the Borrower and each of the Guarantors (as defined in Annex B), which information includes the name and address of the Borrower and each of the Guarantors and other information that will allow Goldman Sachs 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 Goldman Sachs and each Lender.

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 and thereto with respect to the Facilities and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto or thereto with respect to the Facilities.

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to Goldman Sachs the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before the close of business on the date first above written, whereupon this Commitment Letter and the Fee Letter will become binding agreements between us. If this Commitment Letter and the Fee Letter have not been signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. We look forward to working with you on this transaction.

Annex A

In the event that Goldman Sachs becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including shareholders, partners, members or other equity holders of the Borrower in connection with or as a result of either this arrangement or any matter referred to in this Commitment Letter or the Fee Letter, the Borrower agrees to periodically reimburse Goldman Sachs for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided, however, that if any loss, claim, damage or liability of Goldman Sachs has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of Goldman Sachs in performing the services which are the subject of this letter or a material breach of the Commitment Letter or the Fee Letter, Goldman Sachs shall repay such portion of the reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of Goldman Sachs which is the subject of such finding. The Borrower also agrees to indemnify and hold Goldman Sachs harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either this arrangement or any matter referred to in this Commitment Letter or the Fee Letter (whether or not such investigation, litigation, claim or proceeding is brought by you, your equity holders or creditors or an indemnified person and whether or not any such indemnified person is otherwise a party thereto), except to the extent that such loss, claim, damage or liability has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of Goldman Sachs in performing the services that are the subject of this Commitment Letter or the Fee Letter or a material breach of the Commitment Letter or the Fee Letter. If for any reason the foregoing indemnification is unavailable to Goldman Sachs or insufficient to hold it harmless (other than as a result of the gross negligence, willful misconduct or bad faith of Goldman Sachs or material breach of the Commitment Letter or the Fee Letter as found by a final non-appealable judgment of a court of competent jurisdiction), then the Borrower will contribute to the amount paid or payable by Goldman Sachs as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and its affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) Goldman Sachs on the other hand in the matters contemplated by this Commitment Letter or the Fee Letter as well as the relative fault of (i) the Borrower and its affiliates, shareholders, partners, members or other equity holders and (ii) Goldman Sachs with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The Borrower shall not be required to indemnify Goldman Sachs for any amount paid or payable by Goldman Sachs in the settlement of any action, proceeding or investigation without the written consent of the Borrower, which consent shall not be unreasonably withheld. Promptly after receipt by Goldman Sachs of notice of its involvement in any action, proceeding or investigation, Goldman Sachs shall, if a claim for indemnification in respect thereof is to be made against the Borrower under this Annex A, notify the Borrower of such involvement. Failure by Goldman Sachs to so notify the Borrower shall relieve the Borrower from the obligation to indemnify Goldman Sachs under this Annex A only to the extent that the Borrower suffers prejudice as a result of such failure and will not relieve the Borrower from its obligation to provide reimbursement and contribution to Goldman Sachs. If any person is entitled to indemnification under this Annex A (the “Indemnified Person”) with respect to any action or proceeding, the Borrower shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Indemnified Person. Upon assumption by the Borrower of the defense of any such action or proceeding, the Indemnified Person shall (i) make all reasonable efforts to cooperate with the Borrower in the defense of such action or proceeding, provided that in no event shall such cooperation be required if it would prejudice in any respect the rights of the Indemnified Person in such action or proceeding or under this Annex A and (ii) have the right to participate in such action or proceeding and to retain its own counsel but the Borrower shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Borrower has agreed to pay such fees and expenses, (ii)

Annex A-1

the Borrower shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner, or (iii) the Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between the Borrower and the Indemnified Person, including situations in which there are one or more legal defenses available to the Indemnified Person that are different from or additional to those available to the Borrower, provided, however, that the Borrower shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, including Goldman Sachs, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. The Borrower shall not consent to the terms of any compromise or settlement of any action defended by the Borrower in accordance with the foregoing without the prior written consent of the Indemnified Person unless such compromise or settlement (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action 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 any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Borrower under this paragraph will be in addition to any liability which the Borrower may otherwise have, will extend upon the same terms and conditions to any affiliate of Goldman Sachs and the partners, members, directors, agents, employees and controlling persons (if any), as the case may be, of Goldman Sachs and any such affiliate, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower, Goldman Sachs, any such affiliate and any such person. The Borrower also agrees that neither any indemnified party nor any of such affiliates, partners, members, directors, agents, employees or controlling persons will have any liability to the Borrower or any person asserting claims on behalf of or in right of the Borrower or any other person in connection with or as a result of either this arrangement or any matter referred to in this Commitment Letter or the Fee Letter; except in the case of the Borrower to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such indemnified party in performing the services that are the subject of this Commitment Letter or the Fee Letter or material breach of this Commitment Letter or the Fee Letter; provided, however, that in no event will such indemnified party or such other parties or the Borrower have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such indemnified party’s or such other parties’ activities related to this Commitment Letter or the Fee Letter; provided that nothing contained in this Annex A shall limit the Borrower’s indemnity and reimbursement obligations set forth in this Annex A to the extent that such indirect, consequential, special or punitive damages are included in any third party claim in connection with such indemnified party and such indemnified party is otherwise entitled to indemnification hereunder.

Annex B-2

Annex B-10

Annex B-15

Annex C

Greenhill & Co., Inc.

Summary of Conditions Precedent to the Facilities

This Summary of Conditions Precedent contains the conditions precedent to the Facilities referred to in the Commitment Letter, of which this Annex C is a part. The availability and initial funding of the Facilities shall be subject to the satisfaction (or waiver) of solely the following conditions. Capitalized terms used in this Annex C shall have the meanings set forth in the Commitment Letter or the other Annexes attached to the Commitment Letter, as applicable.    

Annex C-1

Annex C-2

Exhibit 10.4

GREENHILL & CO., INC. EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD NOTIFICATION

Greenhill & Co., Inc., a Delaware corporation (the “ Company ”), hereby grants to the “ Participant ” this Award of Restricted Stock Units (“ RSUs ”) pursuant to the Greenhill & Co., Inc., Equity Incentive Plan (the “ Plan ”) upon the following terms and conditions:

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If you would like to designate a beneficiary to exercise your rights under this Notification in the event of your death, please complete your designation in the space provided below, as well as please sign and print your name and date in the space provided below, and return this Notification to the attention of Harold J. Rodriguez, Jr.

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Appendix A

Performance Goal : The RSUs will be eligible for vesting upon a determination by the Committee in its sole discretion that as of the Vesting Date, the following has occurred: (i) the 2017 Recapitalization has been completed, (ii) there has been no default in relation to the term loan secured in connection with the 2017 Recapitalization (the “ 2017 Term Loan ”) and (iii) the 2017 Term Loan has been repaid in full.