Joinder Agreement to Tax Receivable Agreement among WL Ross Holding Corp., TPG Entities, and Nexeo Holdco, LLC
This Joinder Agreement allows a new party to become bound by the terms of the Tax Receivable Agreement (TRA) originally entered into by WL Ross Holding Corp., several TPG entities, and Nexeo Holdco, LLC. By signing, the new party agrees to comply with all provisions of the TRA as if they were an original signatory. All existing parties to the TRA are recognized as third-party beneficiaries and may enforce the terms of this Joinder Agreement. The agreement is effective upon execution by the new party and the existing parties.
Exhibit 10.2
FORM OF
JOINDER AGREEMENT
June [ ], 2016
[ ], 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.
By executing this Joinder Agreement and delivering it to the Company, the Joinder Party hereby agrees to become a party to, to be bound by, and to comply with the provisions of the TRA in the same manner as if the Joinder Party had been an original party thereto.
Each Party to the TRA is intended to be a third party beneficiary to this Joinder Agreement and shall be entitled to rely upon, and enforce this Joinder Agreement, to the same extent as if it is a signatory hereto.
[Remainder of Page Intentionally Left Blank]
Accordingly, each of the undersigned has executed this Joinder Agreement as of the date first written above.
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[Signature Page to Joinder Agreement]
Accordingly, each of the undersigned has executed this Joinder Agreement as of the date first written above.
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| WL ROSS HOLDING CORP. | |
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[Signature Page to Joinder Agreement]
Accordingly, each of the undersigned has executed this Joinder Agreement as of the date first written above.
| AGENT: |
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| TPG VI NEON II, L.P. |
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| By: | TPG ADVISORS VI, INC., |
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| its general partner |
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| By: |
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| Name: | Clive Bode |
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| Title: | Vice President |
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| NON-BLOCKER HOLDERS: |
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| TPG VI NEON II, L.P. |
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| By: | TPG ADVISORS VI, INC., |
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| its general partner |
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| By: |
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| Name: | Clive Bode |
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| Title: | Vice President |
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| TPG VI FOF NEON, L.P. |
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| By: | TPG VI AIV SLP SD, L.P., |
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| its general partner |
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| By: | TPG VI AIV SLP SD ADVISORS, L.L.C., |
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| its general partner |
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| By: |
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| Name: | Clive Bode |
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| Title: | Vice President |
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[Signature Page to Joinder Agreement]
| NEXEO HOLDCO, LLC |
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| By: |
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| Name: | Michael B. Farnell, Jr. |
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| Title: | Executive Vice President and |
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| Chief Legal Officer |
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| TPG VI AIV SLP SD, L.P. |
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| By: | TPG VI AIV SLP SD ADVISORS, L.L.C., |
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| its general partner |
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| By: |
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| Name: | Clive Bode |
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| Title: | Vice President |
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| BLOCKER HOLDERS: |
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| TPG VI DE BDH, L.P. |
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| By: | TPG ADVISORS VI, INC., |
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| its general partner |
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| By: |
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| Name: | Clive Bode |
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| Title: | Vice President |
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[Signature Page to Joinder Agreement]
