Andrew Calder Uses in Notices Clause

Notices from Consulting Agreement

This Consulting Agreement (this Agreement), dated as of December 30, 2016 (the Effective Date), is made by and between BJ Services, LLC, a Delaware limited liability company (the Company), and Andrew Gould (Consultant).

Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if delivered by hand or sent by overnight courier service or by registered or certified mail, if to Consultant, to Consultants last known address listed in the records of the Company, and if to the Company, to: BJ Services, LLC 17021 Aldine Westfield Road Houston, Texas 77073 Attention: Lee Whitley Facsimile No.: (281) 582-5905 E-mail: [email protected] and c/o CSL Capital Management, LLC 1000 Louisiana, Suite 3850 Houston, Texas 77002 Attention: Kent Jamison Facsimile No.: 281-946-8967 E-mail: [email protected] and WSEP Bromius II, LLC c/o Goldman, Sachs & Co 200 West Street New York, NY 10282-2198 Attention: Scott Lebovitz Charlie Gaillot Facsimile: 212-357-5505 E-mail: [email protected] [email protected] And copies (which copies shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: George R. Bason, Jr. Michael Davis Facsimile: (212) 701-5340 (212) 450-5745 Telephone: (212) 450-4340 (212) 450-4184 E-mail: [email protected] [email protected] and Kirkland& Ellis LLP 600 Travis, Suite 3300 Houston, Texas 77002 Attention: Andrew Calder, P.C. Rhett Van Syoc Facsimile No.: 713-835-3621 E-mail: [email protected] [email protected] and Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attention: Robert C. Schwenkel, Esq. Mark H. Lucas, Esq. Facsimile: 212-859-4000 E-mail: Robert. S [email protected] [email protected] Notices shall be effective upon receipt.

Notices from Tax Receivable Agreement

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.

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (i) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the senders fax machine if sent on a Business Day (or otherwise on the next Business Day) or (ii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice: If to the Parent Corporation, to: WL Ross Holding Corp. 1166 Avenue of the Americas New York, New York 10036 Attention: Wilbur L. Ross, Jr. with a copy (which shall not constitute notice to the Parent Corporation) to: Kirkland & Ellis LLP 600 Travis Street, Suite 3300 Houston, Texas 77002 Attention: Andrew Calder, P.C. and William J. Benitez If to Agent, to: [*] [*] [*] If to a TRA Holder other than Agent, to the address [*]. Any party may change its address or fax number by giving the other party written notice of its new address or fax number in the manner set forth above.

Notices from Registration Rights Agreement

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").

Notices. Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered by personal hand-delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery (and such notice shall be deemed to have been duly given, made or delivered (a) on the date received, if delivered by personal hand delivery, (b) on the date received, if delivered by facsimile transmission, by electronic mail or by registered first-class mail prior to 5:00 p.m. prevailing local time on a Business Day, or if delivered after 5:00 p.m. prevailing local time on a Business Day or on other than a Business Day, on the first Business Day thereafter and (c) two (2) Business Days after being sent by air courier guaranteeing overnight delivery), addressed to the Shareholder at the following addresses (or at such other address for a Shareholder as shall be specified by like notice):

Notices from Agreement and Plan of Merger Among

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").

Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, telegraphed, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telegraph or telecopy (to such number specified below or another number or numbers as such Person may subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) five (5) Business Days after the date of mailing to the address below or to such other address or addresses as such Person may hereafter designate by notice given hereunder: (i) if to Parent, Company Merger Sub or Blocker Merger Sub, to: WL Ross Holding Corp. 1166 Avenue of the Americas New York, New York 10036 Telecopy: (212) 278-9845 Attention: Wilbur L. Ross, Jr. with a required copy to (which copy shall not constitute notice): Kirkland & Ellis LLP 600 Travis Street, Suite 3300 Houston, TX 77002 Telecopy: (713) 835-3601 Attention: Andrew Calder, P.C. and William J. Benitez (ii) if to the Company, to: Nexeo Solutions Holdings, LLC 3 Waterway Square Place #1000 The Woodlands, TX 77380 Telecopy: (281) 297-5221 Attention: Michael Farnell with a required copy to (which copy shall not constitute notice): Vinson & Elkins L.L.P. 600 Travis Street, Suite 3300 Houston, TX 77002 Telecopy: (713) 615-5085 Attention: Keith Fullenweider and Lande Spottswood (iii) if to New Holdco, prior to the Closing, to: Nexeo Solutions Holdings, LLC 3 Waterway Square Place #1000 The Woodlands, TX 77380 Telecopy: (281) 297-5221 Attention: Michael Farnell with a required copy to (which copy shall not constitute notice): Vinson & Elkins L.L.P. 600 Travis Street, Suite 3300 Houston, TX 77002 Telecopy: (713) 615-5085 Attention: Keith Fullenweider and Lande Spottswood

Notices from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT (this Agreement), dated as of November 20, 2013, is among GeoSouthern Intermediate Holdings, LLC, a Delaware limited liability company and an indirect subsidiary of GeoSouthern (Seller), Devon Energy Production Company, L.P., an Oklahoma limited partnership (Buyer), and, solely for purposes of Sections 3.1, 6.1(b)(x), 6.19, 6.26 and 10.2(b), GeoSouthern Energy Corporation, a Texas corporation (GeoSouthern). GeoSouthern, Seller and Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Notices. All notices, requests, demands and other communications (Notices) under this Agreement shall be given in writing and shall be personally delivered, sent by e-mail or sent by private overnight mail courier service as follows: If to Buyer, to: Devon Energy Production Company, L.P. 333 W. Sheridan Avenue Oklahoma City, OK 73102-5015 E-mail: [email protected] Attention: Lyndon C. Taylor With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP 1000 Louisiana, Suite 6800 Houston, TX 77002 E-mail: [email protected] Attention: Frank Bayouth If to Seller, to: c/o GeoSouthern Energy Corporation 1425 Lake Front Circle The Woodlands, TX 77380 E-mail: [email protected] Attention: Deborah Hubbs With a copy to: Simpson Thacher & Bartlett LLP 2 Houston Center 909 Fannin Street, Suite 1475 Houston, Texas 77010 E-mail: [email protected] Attention: Andrew Calder or to such other address or addresses as the Parties may from time to time designate in writing. If personally delivered, then such communication shall be deemed delivered upon actual receipt; if sent by e-mail, then such communication shall be deemed delivered the day of the transmission or, if the transmission is not made before 5:00 p.m., at the place of receipt, on the first Business Day after transmission (and sender shall bear the burden of proof of delivery); and if sent by overnight courier, then such communication shall be deemed delivered upon receipt.

Notices from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT (this Agreement), dated as of November 20, 2013, is among GeoSouthern Intermediate Holdings, LLC, a Delaware limited liability company and an indirect subsidiary of GeoSouthern (Seller), Devon Energy Production Company, L.P., an Oklahoma limited partnership (Buyer), and, solely for purposes of Sections 3.1, 6.1(b)(x), 6.19, 6.26 and [omitted], GeoSouthern Energy Corporation, a Texas corporation (GeoSouthern). GeoSouthern, Seller and Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Notices. All notices, requests, demands and other communications (Notices) under this Agreement shall be given in writing and shall be personally delivered, sent by e-mail or sent by private overnight mail courier service as follows: If to Buyer, to: Devon Energy Production Company, L.P. 333 W. Sheridan Avenue Oklahoma City, OK 73102-5015 E-mail: [email protected] Attention: Lyndon C. Taylor With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP 1000 Louisiana, Suite 6800 Houston, TX 77002 E-mail: [email protected] Attention: Frank Bayouth If to Seller, to: c/o GeoSouthern Energy Corporation 1425 Lake Front Circle The Woodlands, TX 77380 E-mail: [email protected] Attention: Deborah Hubbs With a copy to: Simpson Thacher & Bartlett LLP 2 Houston Center 909 Fannin Street, Suite 1475 Houston, Texas 77010 E-mail: [email protected] Attention: Andrew Calder or to such other address or addresses as the Parties may from time to time designate in writing. If personally delivered, then such communication shall be deemed delivered upon actual receipt; if sent by e-mail, then such communication shall be deemed delivered the day of the transmission or, if the transmission is not made before 5:00 p.m., at the place of receipt, on the first Business Day after transmission (and sender shall bear the burden of proof of delivery); and if sent by overnight courier, then such communication shall be deemed delivered upon receipt.

Notices from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 7, 2013, (this Agreement), is made by and among Renaissance Parent Corp., a Delaware corporation (Parent), Renaissance Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Acquisition Sub), and Gardner Denver, Inc., a Delaware corporation (the Company).

Notices. All notices, consents and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by hand delivery, by prepaid overnight courier (providing written proof of delivery) or by confirmed facsimile transmission or electronic mail (provided that, in the case of electronic mail, such confirmation is not automated), addressed as follows: if to Parent or Acquisition Sub: c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 Fax: (212) 750-0003 Attention: David Sorkin, Esq. with a copy (which shall not constitute notice) to: Simpson Thacher & Bartlett LLP 909 Fannin Street, Suite 1475 Houston, Texas 77010