SERIES A UNIT SUBSCRIPTION AGREEMENT

2.02                       Binding Obligations.  This Agreement has been duly and validly executed and delivered by Subscriber and constitutes, or shall constitute, the binding obligation of Subscriber enforceable against Subscriber in accordance with its terms, subject to Creditors’ Rights.

2.03                       No Conflict.  The execution, delivery and performance by Subscriber of this Agreement will not, with or without the giving of notice or the passage of time, or both, (i) violate any provision of Law to which Subscriber is subject, (ii) violate any order, judgment or decree applicable to Subscriber, or (iii) conflict with, or result in a breach or default under any instrument to which Subscriber is a party or by which any property of Subscriber is otherwise bound or subject, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or to materially impair Subscriber’s ability to perform its obligations under the this Agreement or the LLC Agreement.

2.04                       Investment Entirely For Own Account.  The Units acquired or to be acquired by Subscriber will be acquired for investment for Subscriber’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; and Subscriber does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Units.

2.05                       Unregistered Securities.  Subscriber understands that the Units, at the time of issuance, will not be registered under the Securities Act or other applicable federal or state securities laws and the rules and regulations promulgated thereunder.  Subscriber also understands that the Units are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Agreement.

2.06                       Subscriber Status; Investment Experience.  Subscriber is a natural person and an employee of the Company or one of the Company’s wholly owned Subsidiaries.  Subscriber acknowledges that Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company, including the Sponsor’s ownership of a substantial amount of the issued and outstanding Units of the Company and the Sponsor’s rights set forth in the LLC Agreement, and Subscriber has made all investigations and has received all information, including with respect to the risks associated with an investment in the Units, which it deems necessary or desirable for deciding whether to invest in the Units. Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Units and of making an informed investment decision with respect to the purchase thereof and understands that (i) this investment is suitable only for an investor which is able to bear the economic consequences of losing such investor’s entire investment, (ii) the acquisition of the Units hereunder is a speculative investment which involves a high degree of risk of loss, which could include the loss of the Subscriber’s entire investment, and (iii) there are substantial restrictions on the transferability of, and there will be no public market for, the Units, and accordingly, it may not be possible for Subscriber to liquidate Subscriber’s investment in case of emergency.

2.07                       Restricted Securities.  Subscriber understands that the Units to be acquired by Subscriber may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either an effective registration statement covering the Units or an available exemption from registration under the Securities Act, the Units must be held indefinitely.  Subscriber understands that the Company has no present intention of registering the Units to be acquired by Subscriber.  Subscriber also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Subscriber to transfer all or any portion of the Units to be acquired by it under the circumstances, in the amounts or at the times Subscriber might propose.  In particular, Subscriber is aware that the Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are met.  Among the conditions for use of Rule 144 may be availability of current information to the public about the Company.  Such information is not now available and the Company has no plans to make such information available.

2.08                       Taxes.  Subscriber has reviewed with its own Tax advisors the federal, state and local and the other Tax consequences of an investment in Units and the transactions contemplated by this Agreement.  Subscriber acknowledges and agrees that the Company is making no representation or warranty as to the federal, state, local or foreign Tax consequences to Subscriber as a result of Subscriber’s acquisition of the Units or the transactions contemplated by this Agreement.  Subscriber understands that it shall be responsible for its own Tax liability that may arise as result of Subscriber’s acquisition of the Units.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

The Company hereby represents and warrants to Subscriber as follows:

3.01                       Organization, Standing and Power.  The Company is duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to conduct its business as it is currently being conducted and to own its assets and to consummate the transactions contemplated by this Agreement; and has secured any other authorizations, approvals, permits and orders required by law for the conduct by the Company of its business as it is currently being conducted and to consummate the transactions contemplated by this Agreement.

3.02                       Authority.  The Company has duly authorized the issuance and sale of the Units upon the terms of their offer by all requisite action and has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

3.03                       Valid Issuance; No Conflicts.  The Units, when paid for and delivered to Subscriber in accordance with the terms of this Agreement, will constitute validly authorized, duly issued Units, and the issuance thereof will not conflict with the organizational documents of the Company, as amended to date, nor with any outstanding warrants, option, call, preemptive right or commitment of any type relating to the Company’s capital stock.

ARTICLE 4
CLOSING CONDITIONS

4.01                       Conditions to the Obligations of Subscriber and the Company.  The obligations of Subscriber to purchase and pay for the Units and of the Company to sell such Units are subject to the satisfaction at or prior to the Closing of the following conditions precedent:

(a)                                 The representations and warranties of Subscriber contained in Article 2 hereof and the Company contained in Article 3 hereof shall be true and correct on and as of the Closing in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing; and

(b)                                 No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority which restrains, enjoins or otherwise prohibits the transactions contemplated hereby shall be in effect.

4.02                       Conditions to the Obligations of the Company.  The obligations of the Company to sell the Units are subject to satisfaction at or prior to Closing of the following additional conditions:

(a)                                 Subscriber shall have delivered to the Company the Purchase Price set forth in Section 1.01; and

(b)                                 Subscriber shall have delivered to the Company an executed counterpart to the LLC Agreement.

ARTICLE 5

DISPOSITION OF MEMBERSHIP INTERESTS

5.01                        Forfeitures, Redemptions and Repurchase Rights in Connection with the Subscriber’s Termination of Employment.  If the Subscriber’s employment terminates with a Nexeo Employer (the date of the termination of employment being the “Trigger Date”), then for a period of 180 days from the date of such termination, the Company shall have the right to redeem, in accordance with Section 5.02 below, any or all of the Series A Units held by the Subscriber on the date of such termination at the Fair Market Value of such Units as determined by the Company utilizing the last valuation report issued prior to the date the Company elects to redeem such Units.