The closing of the sale of Shares contemplated hereby (the “ Closing ”) shall occur immediately prior to and on the day of the closing of the Nexeo Business Combination. Upon not less than two (2) business days’ written notice from (or on behalf of) the Company to the undersigned (the “ Closing Notice ”) that the Company reasonably expects the closing of the Nexeo Business Combination to occur, the undersigned shall deliver as soon as reasonably practicable on the date of the Closing specified in the Closing Notice (and prior to the closing of the Nexeo Business Combination) to an account designated by the Company, the subscription amount for the Shares subscribed by wire transfer of United States dollars in immediately available funds. Prior to the date of Closing specified in the Closing Notice, the Company shall deliver (or cause the delivery of) the Shares in book entry or certificated form to the undersigned or to a custodian designated by the undersigned, as applicable, to be held by the undersigned (or a custodian designated by the undersigned , as the case may be) pending completion of the Closing. Upon satisfaction of the conditions set forth in Section 3 below, the Company shall notify the undersigned in writing that the Closing has been completed. If the subscription is rejected in whole or in part by the Company or if the Merger Agreement is terminated or cancelled prior to the Closing, any payment of the subscription amount made prior to termination by the undersigned will be returned immediately, without interest, by the Company, and any stock certificate(s) issued by the Company to the undersigned representing the Shares will be returned immediately by the undersigned to the Company.