The closing of the sale of PIPE Shares contemplated hereby (the “ Closing ”) is expected to occur immediately prior to 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 to an account designated by the Company on the date specified in the Closing Notice, the subscription amount for the PIPE Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon satisfaction of the conditions set forth in Section 3 below, at the Closing, the Company shall deliver (or cause the delivery of) the PIPE Shares in book entry or certificated form to the undersigned or to a custodian designated by the undersigned, as applicable. 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 promptly, without interest, by the Company, and any stock certificate(s) issued by the Company to the undersigned representing the PIPE Shares will be returned promptly by the undersigned to the Company.