Common use of Qualified IPO Clause in Contracts

Qualified IPO. (a) In connection with any proposed Qualified IPO approved in accordance with this Agreement, the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.6 into equity securities of the IPO Issuer (“IPO Securities”) of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified IPO (the “Publicly Offered Securities”). In connection therewith, each outstanding Membership Interest will be converted into or exchanged for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d) and Section 6.1(e) (the “IPO Exchange”) such that each holder of Membership Interests will receive IPO Securities having a value equal to the same proportion of the aggregate Pre-IPO Value, if any, that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled to all Withheld Amounts with respect to such Unvested Units; provided that the IPO Securities issued with respect to Unvested Units shall remain subject to vesting in accordance with, and to the extent provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B Units receiving no IPO Securities, then the Board, in its discretion, may grant to each holder of Series B Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B Units held by such holders and thereupon such Series B Units shall be automatically canceled. The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions (with the amount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.7), and each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Sponsor a power-of-attorney in accordance with Section 12.5(b) to execute or cause to be executed on such holders’ behalf any and all such agreements, instruments, certificates, filings or papers. (b) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified IPO in accordance with this Agreement, the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection with the Qualified IPO without the consent or approval of any other Person (including any Member). If the Company elects to exercise its rights under this Section 7.7, each of the Members shall (i) take such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT of the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner and (y) if the Sponsor or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”), at the request of the Sponsor, merge its Blocker Corporation into the IPO Issuer in a tax-free reorganization, utilize such Blocker Corporation as the IPO Issuer or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock. (c) No fractional IPO Securities shall be issuable to any Member in connection with an IPO Exchange. In lieu of such fractional IPO Securities, each Member (after taking into account all IPO Securities held by such Member) shall be entitled to receive cash consideration equal to the fair value of such fractional IPO Securities, as determined by the Board. (d) Notwithstanding anything to the contrary in this Section 7.7, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor for the purposes of the issuance of the IPO Securities may be required, at the request and election of the Company, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as determined by the Board in its reasonable judgment.

Qualified IPO. (a) In connection with any proposed 7.1 The Company and each of the Shareholders shall use their reasonable endeavours to conduct a Qualified IPO approved in accordance with within three years from the date of this Agreement. 7.2 In the event that a proposed IPO (including a Qualified IPO) is aborted for any reason, and the parties have undertaken relevant structuring and other preparatory steps in respect of such IPO or Qualified IPO, each of the Company and the Shareholders shall take all necessary steps as are required to restore all the Shareholders, the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.6 into equity securities of Investors and the IPO Issuer (“IPO Securities”) of the same class or series as the securities of the IPO Issuer proposed to be offered Company to the public position they enjoyed before the steps for such 1P0 or Qualified IPO were undertaken, including, inter alia, re-adopting the Company's Articles in the Qualified IPO (the “Publicly Offered Securities”). In connection therewith, each outstanding Membership Interest will be converted into or exchanged for IPO Securities form in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d) and Section 6.1(e) (the “IPO Exchange”) such that each holder of Membership Interests will receive IPO Securities having a value equal to the same proportion of the aggregate Pre-IPO Value, if any, that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately place prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled to all Withheld Amounts with respect to such Unvested Units; provided that the IPO Securities issued with respect to Unvested Units shall remain subject to vesting in accordance with, and to the extent provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B Units receiving no IPO Securities, then the Board, in its discretion, may grant to each holder of Series B Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B Units held by such holders and thereupon such Series B Units shall be automatically canceled. The market value of any IPO Securities issued revisions made in connection with the IPO process and reversing any steps taken to convert the Convertible Redeemable Preference Shares. 7.3 The parties acknowledge that subject to compliance with all applicable laws, regulations, the Listing Rules and any requirement of the Stock Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwritersor any other applicable authorities, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions (with the amount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.7), and each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Sponsor a power-of-attorney in accordance with Section 12.5(b) to execute or cause to be executed on such holders’ behalf any and all such agreements, instruments, certificates, filings or papers. (b) Notwithstanding anything to the contrary in this Agreement, at any time after the approval event of a Qualified IPO or IPO neither the Investors nor the Investor Director will give any representations, warranties, indemnities or undertakings other than in accordance with this Agreementrespect of the Investor's ownership of Equity Share Capital. 7.4 In an IPO, if the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection Company, after consultation with the Qualified IPO without the consent or approval of any other Person (including any Member). If the Company elects to exercise its rights under this Section 7.7underwriters, each of the Members shall (i) take such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT of the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate with the other Members so decides that the IPO Exchange is undertaken in shall include a tax-efficient manner and (y) if the Sponsor or its limited partners or investors has a structure involving ownership sale of all or a portion of its interests secondary shares in the Company, directly or indirectlyi.e., through one or more single purpose entities (a “Blocker Corporation”), at the request those Shares of the SponsorCompany in existence prior to the IPO, merge its Blocker Corporation into the IPO Issuer parties agree to act in good faith and to determine a tax-free reorganizationratio upon which the Shareholders and each Investor may sell their respective holdings in the Company, utilize such Blocker Corporation as the IPO Issuer or otherwise structure the transaction so provided that the Blocker Corporation is Investors agree that should they elect to sell any of their holdings pursuant to this Clause 7.4 they will not sell more than 2S% of the Conversion Shares then held and will agree that the remaining holding excluding any of its Escrow Shares will be subject to a level lock-up of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stockno more than 6 months. (c) No fractional IPO Securities shall be issuable to any Member in connection with an IPO Exchange. In lieu of such fractional IPO Securities, each Member (after taking into account all IPO Securities held by such Member) shall be entitled to receive cash consideration equal to the fair value of such fractional IPO Securities, as determined by the Board. (d) Notwithstanding anything to the contrary in this Section 7.7, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor for 7.5 For the purposes of this Agreement, a "QUALIFIED IPO" means an IPO on the issuance Stock Exchange which occurs within the following periods with the corresponding minimum IPO Price or an IPO to which any one of the Investors has otherwise consented expressly to as a Qualified IPO: IPO Securities may be required, at the request and election TUNING (NO. OF MONTHS AFTER THE COMPLETION DATE UP TO THE DATE OF ANY PROSPECTUS ISSUED IN CONNECTION WITH A LISTING) 0 - 6 6 - 12 12 - 18 18 - 24 THEREAFTER ----------------------------------------------- ----- ------ ------- ------- ---------- IPO Price as % of the Company, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as determined by the Board in its reasonable judgment.Conversion Price 100% 120% 135% 170% 200%

Qualified IPO. ‌ (a) The Promoter and the Company shall make best efforts to consummate an IPO involving all Investment Securities held by the Investors such that the lower end of the price band of the Investment Securities at which the IPO is proposed to be consummated (i.e. the minimum floor price), is not less than 2x (two times) of the Series F CCCPS Subscription Price (“Qualified IPO”), within a period of 18 (eighteen) months from the Series F CCCPS Closing Date (“Exit Period”).‌ (b) In connection consultation with any proposed Qualified the Promoter, and the Investor Shareholder Groups, the Board shall (and the Parties shall cause the Company to) appoint lead advisor(s) of repute in a timely manner to conduct the IPO approved in accordance with and act as the book running lead manager(s), and also appoint intermediaries including underwriters and bankers for consummating the IPO. (c) Subject to the other provisions of this Agreement, the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.6 into equity securities terms and conditions of such Qualified IPO including the price, size and timing of the IPO Issuer (“IPO Securities”) of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified IPO (the “Publicly Offered Securities”). In connection therewithissue, each outstanding Membership Interest will be converted into or exchanged for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d) and Section 6.1(e) (the “IPO Exchange”) such that each holder of Membership Interests will receive IPO Securities having a value equal to the same proportion of the aggregate Pre-IPO Value, if any, that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled to all Withheld Amounts with respect to such Unvested Units; provided that the IPO Securities issued with respect to Unvested Units shall remain subject to vesting in accordance with, and to the extent provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B Units receiving no IPO Securities, then the Board, in its discretion, may grant to each holder of Series B Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B Units held by such holders and thereupon such Series B Units shall be automatically canceled. The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at stock exchanges on which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Investment Securities are to be listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions (with the amount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.7), and each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Sponsor a power-of-attorney in accordance with Section 12.5(b) to execute or cause to be executed on such holders’ behalf any and all such agreements, instruments, certificates, filings or papers. (b) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified IPO in accordance with this Agreement, the Board well as other related matters shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection with the Qualified IPO without the consent or approval of any other Person (including any Member). If the Company elects to exercise its rights under this Section 7.7, each of the Members shall (i) take such actions as may be reasonably requested determined by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT of the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate consultation with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner and (y) if the Sponsor or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”), at the request of the Sponsor, merge its Blocker Corporation into the IPO Issuer in a tax-free reorganization, utilize such Blocker Corporation as the IPO Issuer or otherwise structure the transaction so that the Blocker Corporation is not subject book running lead managers to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock. (c) No fractional IPO Securities shall be issuable to any Member in connection with an IPO Exchange. In lieu of such fractional IPO Securities, each Member (after taking into account all IPO Securities held by such Member) shall be entitled to receive cash consideration equal to the fair value of such fractional IPO Securities, as determined by the Boarda timely manner. (d) Notwithstanding anything to the contrary in this Section 7.7, if no registration statement covering the issuance of the IPO The Promoter shall offer as many Investment Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor for the purposes of the issuance of the IPO Securities as may be required, at under Law, to enable the request and election listing of Investment Securities of the Company. Notwithstanding the foregoing, in the event of an IPO by way of an Offer of Existing Securities, the Investors shall have the right (but not the obligation) to (i) at offer their Investment Securities for sale in the cost IPO, in priority to any other Shareholders of the Company on a pro rata basis i.e., as is proportionate to their respective shareholding in the Company computed on a Fully Diluted Basis. (e) The Parties hereby agree to vote in favour of and to do all acts and deeds necessary for effecting the Qualified IPO. (f) The Promoter agrees that, in the event of an IPO, he shall offer such number of his Investment Securities for a lock-in as may be required to meet the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselves, and the Company shall not refer to the Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirements. (g) All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid in respect of the IPO, shall be borne and paid by the Company. Provided that if the Law requires the Investors to bear any expenses in relation to an IPO by offer for sale or any other method, appoint a purchaser representative the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (as such term is defined h) The Company shall indemnify the Investors to the maximum extent permitted under Law, against any Claim arising out of or relating to any misstatements and omissions of the Company in Rule 501 under the Securities Act) reasonably acceptable to any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or (ii) agree any other error or omission of the Company in connection with a public offering hereunder, other than with respect to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as determined information provided by the Board Investors in its reasonable judgmentwriting, expressly for inclusion therein.

Qualified IPO. (aA) In If a Final Reclassification occurs in connection with any proposed a Qualified IPO approved and the Board reasonably determines, in accordance with this Agreementgood faith, that a change of control under an indenture or credit agreement to which the outstanding Membership Interests will Company or any of its Subsidiaries is a party or a transfer of control under the Partnership Agreement would reasonably be converted or exchanged in accordance with this Section 7.6 into equity securities of expected to have material adverse consequences for the IPO Issuer (“IPO Securities”) of Company, then the same class or series as the securities of the IPO Issuer proposed to be offered Company shall reclassify its Equity Securities immediately prior to the public in consummation of the Qualified IPO in order to create a class of super-voting common stock that will be held by the Series A Securityholders and the former holders of the Series B Voting Preferred Stock (the “Publicly Offered SecuritiesSeries B Securityholders”). In connection therewith, each outstanding Membership Interest will be converted ) (convertible into or exchanged for IPO Securities in ordinary common stock on a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(done-for-one basis) and Section 6.1(e) (that will allow the “IPO Exchange”) such that each holder of Membership Interests will receive IPO Securities having Series A Securityholders to cast a value equal to the same proportion majority of the aggregate Pre-IPO Value, if any, that such holder would have received if all votes of the Company’s cash and other property had been distributed by Equity Securities at any meeting of the Company Company’s stockholders after the consummation of the Qualified IPO; provided that the Series A Securityholders shall agree to exercise such control in complete liquidation pursuant a manner so as to replicate as closely as possible the rights and preferences set forth arrangements described in Section 6.1 the Charter as in effect immediately prior to such distribution assuming that the Qualified IPO (i) including in particular the value consent rights of the IPO Issuer immediately prior Series B Securityholders) and shall vote their shares so as to such liquidation distribution was equal cause an appropriately-adjusted number of directors (consistent with majority control and independence requirements), which shall be at least one, nominated by a majority in interest of the Series B Securityholders to be elected to the PreBoard; provided further that the Series A Securityholders may only convert such number of their super-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled voting common shares into ordinary common shares as would not result in a change of control or transfer of control that is the subject of the Board’s determination. Notwithstanding the foregoing, if the Company’s Independent Directors determine that the circumstances that would have reasonably been expected to all Withheld Amounts with respect have material adverse consequences for the Company referred to in the preceding sentence in the event of such Unvested Unitsa change of control or transfer of control have ceased to exist, then the Series A Securityholders shall convert a sufficient number of the shares of super-voting common stock held by them into ordinary common stock to give the Series B Securityholders the ability to cast the majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders; provided that the IPO Securities issued Series B Securityholders shall vote their shares so as to cause an appropriately-adjusted number of directors (consistent with respect majority control and independence requirements), which shall be at least one, nominated by a majority in interest of the Series A Securityholders to Unvested Units shall remain subject be elected to vesting in accordance with, the Board and to cause ▇▇. ▇▇▇▇▇▇▇ to be elected to the extent Board so long as he serves as chief executive officer of the Company (it being understood and agreed that the foregoing obligations of the Series B Securityholders shall not limit the Series B Securityholders’ authority to cause the size of the Board to be increased); and provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B Units receiving no IPO SecuritiesSecurityholders Transfer or have Transferred (other than to a Permitted Assignee) 50% or more of the Series D Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, then the Board, in its discretion, may grant to each holder of Series B Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B Units Securityholders shall convert all of the shares of the super-voting common stock held by such holders and thereupon such Series B Units shall be automatically canceled. The market value of any IPO Securities issued them into ordinary common stock. (B) If a Final Reclassification occurs in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be listed on a recognized national securities exchange. In connection with the IPO ExchangeQualified IPO, the Board shall has not made the determination described in the first sentence of paragraph (A) of this Section 4(d)(iii) and the managing underwriters have advised the power, without Company that in their opinion the consent or approval of holders of Membership Interests, to cause Company may create equity arrangements that will allow the holders of Securityholders controlling the Membership Interests to contribute all of the Membership Interests Company immediately prior to the IPO Issuer in one or a series consummation of transactions (with the amount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.7), and each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Sponsor a power-of-attorney in accordance with Section 12.5(b) to execute or cause to be executed on such holders’ behalf any and all such agreements, instruments, certificates, filings or papers. (b) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified IPO in accordance with this Agreement, the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection with to maintain such control after the consummation of the Qualified IPO without having an adverse effect on the consent or approval consummation of any other Person (including any Member). If the Company elects to exercise its rights under this Section 7.7, each of the Members shall (i) take such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT of the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner and (y) if the Sponsor or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”), at the request of the Sponsor, merge its Blocker Corporation into the IPO Issuer in a tax-free reorganization, utilize such Blocker Corporation as the IPO Issuer or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments the price of the Company Common Stock to be sold therein, then the Company shall reclassify its Equity Securities immediately prior to the consummation of the Qualified IPO in order to create a class of super-voting common stock that will be held by the Series A Securityholders and the Series B Securityholders (convertible into ordinary common stock on a one-for-one basis) and will allow the Series B Securityholders to cast a majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders after the consummation of the Qualified IPO; provided that the Series B Securityholders shall vote their shares so as to cause an appropriately-adjusted number of directors (consistent with majority control and independence requirements), which shall be at least one, nominated by a majority in interest of the Series A Securityholders to be elected to the Board and to cause ▇▇. ▇▇▇▇▇▇▇ to be elected to the Board so long as he serves as chief executive officer of the Company (it being understood and agreed that the foregoing obligations of the Series B Securityholders shall not limit the Series B Securityholders’ authority to cause the size of the Board to be increased); and provided further, that if the Series B Securityholders Transfer or sales have Transferred (other than to a Permitted Assignee) 50% or more of the Series D Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, the Series B Securityholders shall convert a sufficient number of shares of the super-voting common stock held by them into ordinary common stock to give the Series A Securityholders the ability to cast the majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders; and provided further, that if the Series A Securityholders Transfer or have Transferred (other than to a Permitted Assignee) 50% or more of the Series C Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, the Series A Securityholders shall convert all of the shares of the super-voting common stock held by them into ordinary common stock. (cC) No fractional IPO Securities shall be issuable to any Member If a Final Reclassification occurs in connection with a Qualified IPO, the Board has not made the determination described in the first sentence of paragraph (A) of this Section 4(d)(iii) and the managing underwriters have not advised the Company that in their opinion the Company may create equity arrangements that will allow the Securityholders controlling the Company immediately prior to the consummation of the Qualified IPO to maintain such control after the consummation of the Qualified IPO without having an adverse effect on the consummation of the Qualified IPO Exchange. In lieu or the price of the Company Common Stock to be sold therein, then no such fractional IPO Securities, each Member (after taking into account all IPO Securities held by such Member) equity arrangements shall be entitled to receive cash consideration equal put in place prior to the fair value of such fractional IPO Securities, as determined by the Board. (d) Notwithstanding anything to the contrary in this Section 7.7, if no registration statement covering the issuance consummation of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor for the purposes of the issuance of the IPO Securities may be required, at the request and election of the Company, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as determined by the Board in its reasonable judgmentQualified IPO.

Qualified IPO. (a) In connection with any proposed Qualified IPO approved in accordance with this Agreement, subject to Section 7.4(e), the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.6 7.4 into equity securities of the IPO Issuer (“IPO Securities”) of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified IPO (the “Publicly Offered Securities”). In connection therewith, each outstanding Membership Interest will be converted into or exchanged for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d), Section 6.1(e) and Section 6.1(e6.1(f) (the “IPO Exchange”) such that each holder of Membership Interests Member will receive IPO Securities having a an aggregate value equal to the same proportion of the aggregate Pre-IPO Value, if any, proceeds that such holder Member would have received if all of the Company’s then outstanding Membership Interests were sold for cash proceeds equal to the Pre-IPO Value and other property had been such proceeds were distributed by to the Company in complete liquidation Members pursuant to the rights and preferences set forth in Section 6.1 6.1(c) as in effect immediately prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled to all Withheld Amounts with respect to such Unvested Unitsdistribution; provided that the IPO Securities issued with respect to Unvested Units shall remain subject to vesting in accordance withthat, and to the extent provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B D Units receiving no IPO Securities, then the Board, in its discretion, may Board shall grant to each holder of Series B D Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B D Units held by such holders and thereupon such Series B D Units shall be automatically canceled. The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions (with the amount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.77.4), and each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Sponsor Board a power-of-attorney in accordance with Section 12.5(b) to execute or cause to be executed on such holders’ behalf any and all such agreements, instruments, certificates, filings or papers. (b) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified IPO in accordance with this Agreement, the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection with the Qualified IPO without the consent or approval of any other Person (including any Member). If the Company elects to exercise its rights under this Section 7.77.4, each of the Members shall (i) take such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT of the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner and (y) if the Sponsor or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”), at the request of the Sponsor, merge its Blocker Corporation into the IPO Issuer in a tax-free reorganization, utilize such Blocker Corporation as the IPO Issuer or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock. (c) No fractional IPO Securities shall be issuable to any Member in connection with an IPO Exchange. In lieu of such fractional IPO Securities, each Member (after taking into account all IPO Securities held by such Member) shall be entitled to receive cash consideration equal to the fair value of such fractional IPO Securities, as determined by the Board. (d) Notwithstanding anything to the contrary in this Section 7.77.4, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor for the purposes of the issuance of the IPO Securities may be required, at the request and election of the Company, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as determined by the Board Board. (e) Notwithstanding anything contrary in its reasonable judgmentthis Agreement, the Board, with approval of the Sponsor, may effect a Qualified IPO through a series of transactions in which either (i) the assets of the Company are contributed to a wholly-owned subsidiary of the Company, such subsidiary is the IPO Issuer and the IPO Securities are held by the Company following the Qualified IPO, or (ii) prior to the Qualified IPO, a new limited liability company (“Newco”) with governing documents substantially the same as the governing documents of the Company is formed, the interests in the Company are exchanged for interests in Newco, the Company or a successor to the Company is the IPO Issuer and the IPO Securities are held by Newco following the Qualified IPO. In the event of such an election, the Company or Newco may remain in existence for a period not to exceed 18 months after the closing of the Qualified IPO.

Qualified IPO. (a) In connection with any proposed Prior to a Qualified IPO approved in accordance with this AgreementIPO, the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.6 into equity securities Board of Directors of the IPO Issuer Company (“IPO Securities”the "Board") shall be composed of no more than five members. Prior to a Qualified IPO, (i) so long as Beacon holds (x) 50% or more of the same class outstanding Common Stock or series any shares of Series A Preferred, Beacon shall have the right to designate three persons to serve as members of the Board, (y) 25% or more of the outstanding Common Stock but less than 50% of the outstanding Common Stock, Beacon shall have the right to designate two persons to serve as members of the Board and (z) 5% or more of the outstanding Common Stock but less than 25% of the outstanding Common Stock, Beacon shall have the right to designate one person to serve as a member of the Board (such members being referred to herein as the securities "Beacon Directors"), (ii) so long as Stratford holds more than 5% or more of the IPO Issuer proposed outstanding Common Stock, Stratford shall have the right to be offered designate one person to serve as a member of the public Board (the "Stratford Director") and (iii) the chief executive officer of the Company shall serve as a member of the Board. Notwithstanding the foregoing, if the Purchase Agreement terminates without the Subsequent Purchase (as defined in the Qualified IPO Purchase Agreement) having been consummated, the number of Beacon Directors shall be reduced to two as long as Beacon holds 5% or more of the outstanding Common Stock and the number of Stratford Directors shall be two as long as Stratford holds 5% or more of the outstanding Common Stock, provided that the number of Beacon Directors shall be reduced to one if (A) within six months following such termination the “Publicly Offered Securities”). In connection therewith, each outstanding Membership Interest will be converted into or exchanged Company delivers to Beacon a written offer to purchase all of Beacon's shares of Series A Preferred for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d) and Section 6.1(e) (the “IPO Exchange”) such that each holder of Membership Interests will receive IPO Securities having a value cash purchase price equal to the same proportion sum of the aggregate Pre-IPO Value, if any, that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled to all Withheld Amounts with respect to such Unvested Units; provided that the IPO Securities issued with respect to Unvested Units shall remain subject to vesting in accordance with, and to the extent provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B Units receiving no IPO Securities, then the Board, in its discretion, may grant to each holder of Series B Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B Units held by such holders and thereupon such Series B Units shall be automatically canceled. The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions (with the amount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.7), and each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Sponsor a power-of-attorney in accordance with Section 12.5(b) to execute or cause to be executed on such holders’ behalf any and all such agreements, instruments, certificates, filings or papers. (b) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified IPO in accordance with this Agreement, the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection with the Qualified IPO without the consent or approval of any other Person (including any Member). If the Company elects to exercise its rights under this Section 7.7, each of the Members shall (i) take such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions the Initial Purchase Price (as are required to transfer all NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT of defined in the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker CorporationPurchase Agreement) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner and (y) if the Sponsor or its limited partners or investors has a structure involving ownership amount of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”), at the request of the Sponsor, merge its Blocker Corporation into the IPO Issuer in a tax-free reorganization, utilize such Blocker Corporation as the IPO Issuer or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock. (c) No fractional IPO Securities shall be issuable to any Member in connection with an IPO Exchange. In lieu of such fractional IPO Securities, each Member (after taking into account all IPO Securities held by such Member) shall be entitled to receive cash consideration equal to the fair value of such fractional IPO Securities, as determined by the Board. (d) Notwithstanding anything to the contrary in this Section 7.7, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor for the purposes of the issuance of the IPO Securities may be required, at the request and election of the Company, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as determined by the Board in its reasonable judgment.accrued but unpaid

Qualified IPO. (a) In connection with any proposed Qualified IPO approved in accordance with this Agreement, the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.6 into equity securities of the IPO Issuer (“IPO Securities”) of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified IPO (the “Publicly Offered Securities”). In connection therewith, each outstanding Membership Interest will be converted into or exchanged for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d) and Section 6.1(e) (the “IPO Exchange”) such that each holder of Membership Interests will receive IPO Securities having a value equal to the same proportion of the aggregate Pre-IPO Value, if any, that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled to all Withheld Amounts with respect to such Unvested Units; provided that the IPO Securities issued with respect to Unvested Units shall remain subject to vesting in accordance with, and to the extent provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B Units receiving no IPO Securities, then the Board, in its discretion, may grant to each holder of Series B Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B Units held by such holders and thereupon such Series B Units shall be automatically canceled. The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions (with the amount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.7), and each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Sponsor a power-of-attorney in accordance with Section 12.5(b) to execute or cause to be executed on such holders’ behalf any and all such agreements, instruments, certificates, filings or papers. (b) Notwithstanding anything to the contrary in this Agreementherein, at any time after but subject to Section 5.1(b), from the approval date hereof, New Mountain shall have the sole right to initiate an Initial Public Offering on a recognized international stock exchange, and to determine the timing, manner and all other terms and conditions of an Initial Public Offering, including whether such offering shall include a Qualified IPO in accordance with this Agreementprimary or secondary offering of securities (or both) and the selection of underwriters, the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take any and all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or desirable and necessary in connection with an Initial Public Offering. (b) Following the fifth anniversary of the date hereof, so long as BSPI continues to hold shares of Convertible Preferred, BSPI shall also have the right to initiate a Qualified IPO without the consent or approval of any other Person (including any Member). If the Company elects and to exercise its rights under this Section 7.7, each of the Members shall (i) take such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT of the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate with make the other Members so that the IPO Exchange is undertaken determinations set forth in a tax-efficient manner and (y) if the Sponsor or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”Section 5.1(a), at the request of the Sponsor, merge its Blocker Corporation into the IPO Issuer in a tax-free reorganization, utilize such Blocker Corporation as the IPO Issuer or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock. (c) No fractional IPO Securities shall be issuable New Mountain and the Existing Stockholders will agree to lock-up restrictions and other limitations and obligations as are customary and any Member Stockholder who is a Key Employee shall, in connection with an IPO Exchange. In lieu of such fractional IPO SecuritiesQualified IPO, each Member (after taking into account all IPO Securities held by such Member) shall be entitled agree to receive cash consideration equal to the fair value of such fractional IPO Securities, as determined customary restrictions and other obligations imposed by the Boardunderwriters for such Qualified IPO; provided, that such restrictions shall not be more restrictive to such Stockholders than the restrictions to be imposed on BSPI and New Mountain. (d) Notwithstanding anything In connection with the consummation of a Qualified IPO, the Company and the Stockholders who continue to hold Equity Securities shall cooperate reasonably with each other and negotiate in good faith amendments to the contrary provisions of Article 2 and other appropriate provisions to be included in this Section 7.7, if no a new or revised stockholders’ agreement and/or other agreements to be entered into at such time. (e) In the event of a public offering of capital stock of a Subsidiary pursuant to an effective registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each the Company shall distribute the capital stock of such Subsidiary (other than the shares issued in such offering) to the Stockholders, ratably based on their Common Stock ownership (determined on an As-Converted Basis as of the Members that is not then an Accredited Investor for effective date of such offering) and shall provide registration rights to the purposes Stockholders with respect to such Subsidiary capital stock as contemplated by the Registration Rights Agreement. (f) Following the termination of the issuance Board appointment rights after a Qualified IPO, BSPI will continue to have the right to designate a director to the Board for so long as BSPI holds at least 50% of the IPO Securities may be required, at the request and election number of shares of Common Stock issued upon conversion of the Company, to (i) at the cost Convertible Preferred that BSPI held as of the CompanyClosing Date, appoint a purchaser representative (and the Company and each Stockholder shall take such actions as such term is defined in Rule 501 under the Securities Act) reasonably acceptable are necessary to cause BSPI’s designee to be elected to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as determined by the Board in its reasonable judgmentBoard.