TAX RECEIVABLE AGREEMENT by and among WL ROSS HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENTTax Receivable Agreement • March 23rd, 2016 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [·], is hereby entered into by and among WL Ross Holding Corp., a Delaware corporation (the “Parent Corporation”), [TPG Unblocked Partnership], a Delaware limited partnership (“TPG Unblocked Partnership”), [TPG FOF Partnership], a Delaware limited partnership (“TPG FOF Partnership”), Nexeo Holdco, LLC, a Delaware limited liability company (“New Holdco”), TPG VI AIV SLP SD, LP, a Delaware limited partnership (“TPG GP”), TPG VI DE BDH, LP, a Delaware limited partnership (“TPG Blocker Owner”) and the Agent.
SHAREHOLDERS’ AND REGISTRATION RIGHTS AGREEMENTShareholders’ and Registration Rights Agreement • March 23rd, 2016 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • Delaware
THIS SHAREHOLDERS’ AND REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 21, 2016, is made by and among TPG and WLRS (each as defined herein) (collectively, the “Sponsors”) and WL Ross Holding Corp., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER among WL ROSS HOLDING CORP., NEON HOLDING COMPANY LLC, NEON ACQUISITION COMPANY LLC, NEXEO SOLUTIONS HOLDINGS, LLC, TPG ACCOLADE DELAWARE, L.P. and NEXEO HOLDCO, LLC Dated as of March 21, 2016Agreement and Plan of Merger • March 23rd, 2016 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
This AGREEMENT AND PLAN OF MERGER, dated as of March 21, 2016 (this “Agreement”), is made by and among WL Ross Holding Corp., a Delaware corporation (“Parent”), Neon Acquisition Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Blocker Merger Sub”), Neon Holding Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Blocker Merger Sub (“Company Merger Sub”), Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the “Company”), TPG Accolade Delaware, L.P., a Delaware limited partnership (“Blocker”) and Nexeo Holdco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“New Holdco”).
FOUNDER SHARE TRANSFER LETTER AGREEMENTFounder Share Transfer Letter Agreement • March 23rd, 2016 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • Delaware
Reference is made to that certain agreement and plan of merger by and among WL Ross Holding Corp., a Delaware corporation (“Parent”), Neon Acquisition Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Blocker Merger Sub”), Neon Holding Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of Blocker Merger Sub (“Company Merger Sub”), Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the “Company”), TPG Accolade Delaware, L.P., a Delaware limited partnership (“Blocker”) and Nexeo Holdco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“New Holdco”). In order to induce Nexeo to enter into the Merger Agreement, WL Ross Sponsor LLC (“WLRS”) has agreed to enter into this letter agreement (this “Agreement”) relating to the transfer of the number of shares of Parent Common Stock calculated in accordance with Section 2 hereof issued to WLRS pursuant to that certain Ame
PRIVATE PLACEMENT WARRANT EXCHANGE LETTER AGREEMENTPrivate Placement Warrant Exchange Letter Agreement • March 23rd, 2016 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • Delaware
Reference is made to that certain agreement and plan of merger by and among WL Ross Holding Corp. (the “Company”), Neon Acquisition Company LLC, a wholly owned subsidiary of the Company (“Blocker Merger Sub”), Neon Holding Company LLC, a wholly owned subsidiary of Blocker Merger Sub (“Company Merger Sub”), Nexeo Solutions Holdings, LLC (“Nexeo”), TPG Accolade Delaware, L.P. (“Blocker”), and Nexeo Holdco, LLC (“New Holdco”), dated as of the date hereof (the “Merger Agreement”). In order to induce Nexeo to enter into the Merger Agreement, WL Ross Sponsor LLC (“WLRS”) has agreed to enter into this letter agreement (this “Agreement”) relating to the exchange of a 22,400,000 warrants sold to WLRS by the Company in a private placement in connection with the Company’s initial public offering (the “Private Placement Warrants”) for 2,240,000 shares of common stock (“Common Stock”) of the Company (such shares, the “Exchange Shares).
