WL ROSS HOLDING CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 5, 2014Warrant Agreement • June 16th, 2014 • WL Ross Holding Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 5, 2014, is by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
43,500,000 Units1 WL Ross Holding Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2014 • WL Ross Holding Corp. • Blank checks • New York
WL Ross Holding Corp, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 43,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,525,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms
WL Ross Holding Corp. c/o WL Ross & Co. LLC New York, NY 10036WL Ross Holding Corp. • May 9th, 2014 • Blank checks • New York
We are pleased to accept the offer WL Sponsor LLC (the “Subscriber” or “you”) has made to purchase 14,375,000 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to 1,875,000 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of WL Ross Holding Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2014 • WL Ross Holding Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 5, 2014, is made and entered into by and among WL Ross Holding Corp., a Delaware corporation (the “Company”) and WL Ross Sponsor LLC, a Delaware limited liability company (the “Sponsor”, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 16th, 2014 • WL Ross Holding Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of June 2, 2014 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and WL Ross Sponsor LLC, a Delaware Limited Liability Company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • May 10th, 2016 • WL Ross Holding Corp. • Industrial organic chemicals • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 11, 2016, by and between WL ROSS HOLDING CORP., a Delaware corporation (the “Company”), and Robert C. Dinerstein (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 16th, 2014 • WL Ross Holding Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 5, 2014 by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CREDIT AGREEMENT Dated as of June 9, 2016 among NEON FINANCE COMPANY LLC (to be merged with and into NEXEO SOLUTIONS, LLC), as the Borrower, NEON HOLDING COMPANY LLC (to be merged with and into NEXEO SOLUTIONS HOLDINGS, LLC), as Holdings, NEXEO...Credit Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 9, 2016, by and among NEON FINANCE COMPANY LLC, a Delaware limited liability company (“Merger Sub 3”), to be merged with and into NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), NEON HOLDING COMPANY LLC, a Delaware limited liability company (“Merger Sub 1”), to be merged with and into NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
May 29, 2014Letter Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Compan
Contract- Credit Agreement • December 19th, 2017 • Nexeo Solutions, Inc. • Wholesale-chemicals & allied products • New York
TAX RECEIVABLE AGREEMENT by and among WL ROSS HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENT DATED AS OF JUNE 9, 2016Tax Receivable Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 9, 2016, is hereby entered into by and among WL Ross Holding Corp., a Delaware corporation (the “Parent Corporation”), TPG VI Neon II, L.P., a Delaware limited partnership (“TPG Unblocked Partnership”), TPG VI FOF Neon, L.P., 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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 6th, 2018 • Nexeo Solutions, Inc. • Wholesale-chemicals & allied products
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 7, 2016 (this “Amendment”), among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (as successor to Neon Finance Company LLC) (the “Company”), each domestic subsidiary of the Company party hereto as a U.S. Borrower (each a “U.S. Borrower” and together with the Company, Holdings (as defined below) and Sub Holdco (as defined below), the “U.S. Borrowers”), NEXEO SOLUTIONS CANADA CORP., a Canadian corporation (the “Canadian Borrower” and together with the U.S. Borrowers, collectively the “Borrowers”, and individually, each a “Borrower”), NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (as successor to Neon Holding Company LLC) (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and the Lenders (as defined bel
January 11, 2016Letter Agreement • May 10th, 2016 • WL Ross Holding Corp. • Industrial organic chemicals • New York
This letter (this “Letter Agreement”) is being delivered to you in connection with your role as a director or officer of the Company, consistent with the terms required of the company's existing directors and officers pursuant to the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units were sold in the Public
SHAREHOLDERS’ AND REGISTRATION RIGHTS AGREEMENTShareholders’ and Registration Rights Agreement • March 22nd, 2016 • WL Ross Holding Corp. • Blank checks • 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF PILATES MERGER SUB II LLC Dated as of September 10, 2018Limited Liability Company Agreement • March 1st, 2019 • Nexeo Solutions, Inc. • Wholesale-chemicals & allied products • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Pilates Merger Sub II LLC is entered into by Univar Inc. (the “Member”).
COMMITMENT AGREEMENTCommitment Agreement • June 7th, 2016 • WL Ross Holding Corp. • Industrial organic chemicals • New York
This Commitment Agreement (this “Agreement”), is made as of June 6, 2016 by and among WL Ross Sponsor LLC (“WLRS”), the undersigned (the “undersigned”) and WL Ross Holding Corp. (the “Company”). In connection with the acquisition of Nexeo Solutions Holdings, LLC (“Nexeo”) by the Company (the “Nexeo Business Combination”) pursuant to an Agreement and Plan of Merger, dated March 21, 2016, as may be amended from time to time (the “Merger Agreement”), WLRS seeks to obtain ownership commitments whereby the undersigned agrees to beneficially own the number of public shares of common stock of the Company (“Common Stock”) set forth under his, her or its name on the signature page hereto (such amount, the “Commitment Amount”) immediately prior to the closing of the Nexeo Business Combination and that such public shares have not been or will not be redeemed against the Company’s trust account in connection with the special meetings (the “Special Meetings”) of the stockholders of the Company to v
AMENDMENT TO VEHICLE OPERATING AND SERVICE AGREEMENTVehicle Operating and Service Agreement • August 9th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals
THIS AMENDMENT dated May 22, 2015 is by and between Ryder Truck Rental, Inc. (“Ryder”) and Nexeo Solutions, LLC (“Customer”) to amend the Vehicle Operating and Service Agreement between Ryder and Customer dated May 22, 2015 (the “Agreement”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • August 9th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • Texas
This Separation Agreement and Release of Claims (“Agreement”) is made and entered into between Nexeo Solutions, LLC (“Company”), Nexeo Solutions Holdings, LLC (“Holdings”), and Henry E. Harrell (“Employee”). Capitalized terms used in this Agreement but not otherwise defined will have the meanings given to them in the Series B Unit Agreements between Holdings, the Company, and Employee, dated September 17, 2012, and May 19, 2014.
AGREEMENT AND PLAN OF MERGER among WL ROSS HOLDING CORP., NEON HOLDING COMPANY LLC, NEON ACQUISITION COMPANY LLC, NEXEO SOLUTIONS HOLDINGS, LLC,Agreement and Plan of Merger • March 22nd, 2016 • WL Ross Holding Corp. • Blank checks • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 9, 2016, is made by and among the undersigned parties on the signature page hereto and Nexeo Solutions, Inc. (formerly, WL Ross Holding Corp.), a Delaware corporation (the “Company”).
PRIVATE PLACEMENT WARRANT EXCHANGE LETTER AGREEMENTPrivate Placement Warrant Exchange Letter Agreement • March 22nd, 2016 • WL Ross Holding Corp. • Blank checks • 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).
NEXEO SOLUTIONS, INC.Term Incentive Plan Restricted Stock Agreement • February 8th, 2018 • Nexeo Solutions, Inc. • Wholesale-chemicals & allied products • Delaware
This Agreement is made and entered into as of [Date] (the “Date of Grant”), by and between Nexeo Solutions, Inc., a Delaware corporation (the “Company”), and [Employee] (the “Grantee” or “you”);
AMENDMENT NO. 1Agreement and Plan of Merger • June 7th, 2016 • WL Ross Holding Corp. • Industrial organic chemicals • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of June 6, 2016, to the Agreement and Plan of Merger, dated as of March 21, 2016 (the “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, 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”).
FORM OF JOINDER AGREEMENT June [ ], 2016Joinder Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals
[ ], a [ ] (the “Joinder Party”) is executing and delivering this Joinder Agreement pursuant to the Tax Receivable Agreement, dated March 21, 2016 (the “TRA”), as it may be amended from time to time, by and among WL Ross Holding Corp., a Delaware corporation (the “Company”), TPG VI Neon II, L.P., a Delaware limited partnership, TPG VI FOF Neon, L.P., a Delaware limited partnership, Nexeo Holdco, LLC, a Delaware limited liability company, TPG VI AIV SLP SD, LP, a Delaware limited partnership, TPG VI DE BDH, LP, a Delaware limited partnership and TPG VI Neon II, L.P. as the agent. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the TRA.
CONTRIBUTION AGREEMENTContribution Agreement • June 16th, 2014 • WL Ross Holding Corp. • Blank checks • Delaware
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 5, 2014, is made and entered into by and among WL Ross Sponsor LLC, a Delaware limited liability company (“Transferor”), and WL Ross Holding Corp., a Delaware corporation (“Transferee”).
WL Ross Holding Corp. c/o WL Ross & Co. LLCWL Ross Holding Corp. • June 16th, 2014 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of WL Ross Holding Corp. (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), WL Ross Sponsor LLC (the “Sponsor”), shall make available to the Company, at 1166 Avenue of the Americas, New York, NY 10036 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay WL Ross & Co. LLC, an affiliate of the Sponsor, the sum of $10,000 p
FORM OF JOINDER AGREEMENT June [ ], 2016Joinder Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals
[ ], a [ ] (the “Joinder Party”) is executing and delivering this Joinder Agreement pursuant to the Shareholders’ and Registration Rights Agreement, dated as of March 21, 2016 (the “SHRRA”), as it may be amended from time to time, by and among Nexeo Holdco, LLC, a Delaware limited liability company, and certain of its affiliates, WL Ross Sponsor LLC, a Delaware limited liability company, and WL Ross Holding Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the SHRRA.
WL Ross Holding Corp. c/o WL Ross & Co. LLCWL Ross Holding Corp. • May 30th, 2014 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of WL Ross Holding Corp. (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), WL Ross Sponsor LLC (the “Sponsor”), shall make available to the Company, at 1166 Avenue of the Americas, New York, NY 10036 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay WL Ross & Co. LLC, an affiliate of the Sponsor, the sum of $10,000 p
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks • Delaware
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 2014, is made and entered into by and among WL Ross Sponsor LLC, a Delaware limited liability company (“Transferor”), and WL Ross Holding Corp., a Delaware corporation (“Transferee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 10th, 2016 • WL Ross Holding Corp. • Industrial organic chemicals • New York
This Subscription Agreement (this “Agreement”), is made as of May 9, 2016 by and between WL Ross Holding Corp. (the “Company”) and the undersigned subscriber (the “undersigned”) . In connection with the proposed business combination between the Company and Nexeo Solutions Holdings, LLC (the “Nexeo Business Combination”) pursuant to the Agreement and Plan of Merger, dated as of March 21, 2016, as may be amended from time to time (the “Merger Agreement”), the Company is seeking commitments from certain of its existing stockholders and other persons known to the Company to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), for a purchase price of $10.00 per share, in a private placement.
NEXEO SOLUTIONS, INC.2016 Long Term Incentive Plan Nonstatutory Stock Option Agreement • February 8th, 2018 • Nexeo Solutions, Inc. • Wholesale-chemicals & allied products • Delaware
This Agreement is made and entered into as of [Date] (the “Date of Grant”), by and between Nexeo Solutions, Inc., a Delaware corporation (the “Company”), and [Employee] (the “Grantee” or “you”);
COMMITMENT AGREEMENTCommitment Agreement • June 7th, 2016 • WL Ross Holding Corp. • Industrial organic chemicals • New York
This Commitment Agreement (this “Agreement”), is made as of June 6, 2016 by and among WL Ross Sponsor LLC ( “WLRS”), the undersigned (the “undersigned”) and WL Ross Holding Corp. (the “Company”). In connection with the acquisition of Nexeo Solutions Holdings, LLC (“Nexeo”) by the Company (the “Nexeo Business Combination”) pursuant to an Agreement and Plan of Merger, dated March 21, 2016, as may be amended from time to time (the “Merger Agreement”), WLRS seeks to obtain ownership commitments whereby the undersigned agrees to beneficially own the number of public shares of common stock of the Company (“Common Stock”) set forth under his, her or its name on the signature page hereto (such amount, the “Commitment Amount”) immediately prior to the closing of the Nexeo Business Combination and that such public shares have not been or will not be redeemed against the Company’s trust account in connection with the special meetings (the “Special Meetings”) of the stockholders of the Company to
WL Ross Sponsor LLC c/o WL Ross & Co. LLCWL Ross Holding Corp. • March 31st, 2015 • Blank checks
We hereby irrevocably and unconditionally waive the $10,000 per month payment obligations (the “Administrative Fee”) of WL Ross Holding Corp. (the “Company”) that is payable to our affiliate, WL Ross & Co. LLC, for the period beginning on January 1, 2015 and ending on December 31, 2015 (the “Waiver Period”) under the Agreement. Following the Waiver Period, the Company shall continue to be obligated to pay the Administrative Fee under the Agreement to WL Ross & Co. LLC.
SECOND WAIVER LETTER TO THE ADMINISTRATIVE SERVICES AGREEMENT, DATED JANUARY 13, 2016, BETWEEN THE COMPANY AND WL ROSS SPONSOR LLC WL Ross Sponsor LLC c/o WL Ross & Co. LLCSecond Waiver • January 14th, 2016 • WL Ross Holding Corp. • Blank checks
We hereby irrevocably and unconditionally waive the $10,000 per month payment obligations (the “Administrative Fee”) of WL Ross Holding Corp. (the “Company”) that is payable to our affiliate, WL Ross & Co. LLC, for the period beginning on January 1, 2016 and ending on December 31, 2016 (the “Waiver Period”) under the Agreement. Following the Waiver Period, the Company shall continue to be obligated to pay the Administrative Fee under the Agreement to WL Ross & Co. LLC.
AMENDMENT NO. 1 TOShareholders’ and Registration Rights Agreement • June 7th, 2016 • WL Ross Holding Corp. • Industrial organic chemicals • Delaware
This Amendment No. 1 to the Shareholders’ and Registration Rights Agreement (this “Amendment”) is made as of June 6, 2016 by and among WL Ross Holding Corp. (“WLRH”), WL Ross Sponsor LLC (“WLRS”) and Nexeo Holdco, LLC (together with WLRH and WLRS, the “Parties”). For purposes of this Amendment, capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement (defined below).
