STOCK PURCHASE AGREEMENT by and among Nexeo Solutions Sub Holding Corp., As Buyer The Shareholders of Chemical Specialists and Development, Inc., As Sellers and Chemical Specialists and Development, Inc. dated as of October 4, 2013Asset Purchase Agreement • December 5th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • Texas
This Stock Purchase Agreement (this “Agreement”) is entered into as of October 4, 2013, by and among (a) Nexeo Solutions Sub Holding Corp., a Delaware corporation (“Buyer”), (b) Chemical Specialists and Development, Inc., a Texas corporation (the “Company”), and (c) the Persons listed as sellers on the signature page hereof (each a “Seller” and collectively, the “Sellers”). Buyer, the Company, and the Sellers are each referred to individually as a “Party” and are collectively referred to as the “Parties.” This Agreement has also been signed by Stephen R. Cooke, in his capacity as the Sellers’ representative (the “Seller Representative”), to indicate his acceptance of the responsibilities of the Seller Representative as set forth herein.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • December 5th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of December 4, 2013, among Chemical Specialists and Development, LLC, a Delaware limited liability company (“Chemical Specialists”), Startex Chemical, LLC, a Delaware limited liability company (“Startex”), and Startex Distribution West, LLC, a Delaware limited liability company (“Startex West”, and, together with Chemical Specialists and Startex, the “New Guarantors”, each, a subsidiary of Nexeo Solutions, LLC, a Delaware limited liability company (the “Issuer”)), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products
This First Amendment to Stock Purchase Agreement is entered into as of the 2nd day of December, 2013 (this “Amendment”), by and among (a) Nexeo Sub Holding Corp., a Delaware limited liability company (“Buyer”), (b) Chemical Specialists and Development, Inc., a Texas corporation (the “Company”), and (c) Stephen R. Cooke, in his capacity as the Seller Representative pursuant to Section 13.13 of the Stock Purchase Agreement (as defined below).
