Exhibit
10.6


 


SUBSCRIPTION
AGREEMENT


 


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.


 


1.     Subscription.
The undersigned hereby irrevocably subscribes for and agrees to purchase from the Company such number of Shares as is set forth
on the signature page of this Agreement on the terms provided for herein.


 


2.     Closing.
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
expected 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. On the day of the expected closing of the Nexeo Business Combination, the Company hereby covenants
that it shall notify the undersigned to withhold its wire of funds for the subscribed amount (or the Company will endeavor to
promptly return such funds wired by the undersigned that day) if it becomes readily apparent that the closing of the Nexeo Business
Combination will not occur that day. On the day immediately prior to the Closing, the Company shall deliver (or cause the delivery
of) the Shares in certificated form to a custodian designated by the undersigned. 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 or prior to the closing of the
Nexeo Business Combination, any payment of the subscription amount made by the undersigned will be returned within one (1) business
day, without interest, by the Company, and any stock certificate(s) issued by the Company to the undersigned representing the
Shares will be returned promptly by the undersigned to the Company following the undersigned’s receipt of the returned subscription
payment amount.


 


3.     Conditions.
The closing of the sale of the Shares pursuant to this Agreement is conditioned upon (i) the Company obtaining the required approvals
from its stockholders for the proposals related to the Nexeo Business Combination (which include the issuance of shares under
this Agreement), (ii) if necessary prior to completing the Nexeo Business Combination, the Company obtaining the required approvals
from its stockholders for the proposals related to extending the Company’s corporate existence beyond June 11, 2016, (iii)
delivery of such stock certificate(s) to the address(es) designated by the undersigned in writing at least two (2) business days
prior to the expected date of the Closing with such stock certificate(s) dated as of the expected date of the Closing, (iv) the
satisfaction or waiver of all conditions precedent set forth in the Merger Agreement (other than those which may only be satisfied
at the closing of the Business Combination that may only occur following, or that the Company deems necessary or appropriate to
follow, the wire of funds by the undersigned pursuant to the terms hereof in order to close on the expected date of the Closing),
(v) the funds raised by the Company in the private placement of Shares, including from the Shares purchased by the undersigned
under this Agreement, equals or exceeds $41.6 million, (vi) receipt of the subscription amount for the Shares subscribed to by
the undersigned by wire transfer of United Stated dollars in immediately available funds pursuant to the terms hereof, (vii) execution
and delivery by the undersigned of the Investor Questionnaire and the Form W-9 described in Section 4 below, and (viii) the representations
and warranties of the undersigned set forth in such Investor Questionnaire are true and correct as of the date hereof and as of
the date of the Closing.


 


4.     Investor
Questionnaire; Form W-9. The undersigned has, concurrently with the execution and delivery of this Agreement, executed and
delivered the Investor Questionnaire and the Form W-9 in the forms attached hereto as Exhibit A and Exhibit B, respectively.
The representations and warranties of the undersigned set forth in the Investor Questionnaire shall be true and correct as of
the date hereof and as of the date of the Closing as if made on and as of such date. The undersigned agrees to promptly notify
the Company and provide it with the relevant updated information for any change in circumstances at any time on or prior to the
Closing.


 






     


     


    

 





5.     Expenses.
The undersigned shall pay all of its own expenses in connection with this Agreement and the transactions contemplated hereby.


 


6.     Registration
Rights. Promptly after the consummation of the Nexeo Business Combination (but no later than fifteen (15) business days thereafter),
the Company will (i) file with the SEC a registration statement registering (among other securities) the resale of the Shares
received by the undersigned in respect of the undersigned’s Shares acquired hereunder (the “Registration Statement”),
and (ii) use its reasonable best efforts to have the Registration Statement declared effective as soon as reasonably practicable
after the filing thereof and maintain the effectiveness of the Registration Statement until such time as the undersigned’s
Shares have been sold thereunder or can be sold in market transactions pursuant to Rule 144 under the Securities Act of 1933,
as amended, or any analogous or successor rule or regulation; provided, however, that (A) the Company shall not be required to
register or facilitate the resale of the undersigned’s Shares pursuant to any underwritten or marketed offering and (B)
the Company’s obligations to include such Shares in the Registration Statement are contingent upon the undersigned furnishing
in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and
the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of
the Shares, and the undersigned shall execute such documents in connection with such registration as the Company may reasonably
request that are customary of a selling stockholder in similar situations, including, among other things, providing that the Company
shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout
or similar period. Subject to the undersigned’s compliance with this Agreement, the Company hereby expressly agrees to perform
the covenants contained in this Section 6.


 





7.     Company
Representations. The Company represents and warrants that:


 


(a)The
Company has been duly incorporated, is validly existing and is in good standing under the laws of the State of Delaware, with
corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted.


 


(b)The
Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by:
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect that limit creditors’
rights generally; (ii) equitable limitations on the availability of specific remedies; (iii) principles of equity (regardless
of whether such enforcement is considered in a proceeding in law or in equity); and (iv) to the extent rights to indemnification
and contribution may be limited by federal securities laws.


 


(c)The
Shares have been duly authorized and, when issued and delivered to the undersigned against full payment therefor in accordance
with the terms of this Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued
in violation of or subject to any preemptive or similar rights created under the Company’s Certificate of Incorporation
or under the law of the State of Delaware. The issuance and sale of the Shares and the compliance by the Company with all of the
provisions of this Agreement and the consummation of the transactions herein will be done in accordance with the NASDAQ marketplace
rules.


 


(d)All
representations and warranties provided to the undersigned furnished by or on behalf of the Company taken as a whole, are true
and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to
make the statements made therein, in the light of the circumstances under which they were made, not misleading


 


8.     Trust
Account Waiver. The undersigned acknowledges that the Company is a blank check company formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses. The undersigned further acknowledges that, as described in the final prospectus relating to the Company’s
initial public offering filed with the Securities and Exchange Commission on or about June 9, 2014 (the “Prospectus”),
substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and
private placements of its securities and substantially all of those proceeds have been deposited into a trust account (the “Trust
Account”) for the benefit of the Company and its public stockholders. As described in the Prospectus, the funds held
from time to time in the Trust Account may only be released upon certain conditions. The undersigned hereby acknowledges and agrees
that, except with respect to shares of common stock of the Company owned by the undersigned acquired other than pursuant to this
Agreement, it has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to
any monies or other assets in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies or other assets
in, the Trust Account that it may have now or in the future. The undersigned acknowledges and agrees that the undersigned shall
not have any redemption rights with respect to the Shares pursuant to the Company’s Certificate of Incorporation in connection
with the stockholder proposals related to the Nexeo Business Combination or the extension of the Company’s corporate existence
beyond June 11, 2016, any subsequent liquidation of the Trust Account or the Company or otherwise. In the event the undersigned
has any Claim against the Company under this Agreement or otherwise, the undersigned shall pursue such Claim solely against the
Company and its assets held outside of the Trust Account and not against the Trust Account or any monies or other assets held
in the Trust Account.


 






     


     


    

  


9.     Governing
Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to the principles of conflicts of law thereof that would require the application of the laws of any jurisdiction
other than New York. The undersigned consents to the non-exclusive jurisdiction of the federal courts whose districts encompass
any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with
any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions.


 


10.     Specific
Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in
accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any action brought
in the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York
sitting in the City of New York, without proof of actual damages or otherwise, in addition to any other remedy to which they are
entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance
that a remedy at law would be adequate and (b) any requirement under any law to post security or a bond as a prerequisite
to obtaining equitable relief.


 


11.     WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


 


12.     Assignment;
Third Party Beneficiaries. No party may assign any of its or his rights or delegate any of its or his obligations under this
Agreement without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the parties and their respective successors, including without limitation
any corporate successor by merger or otherwise. Nothing expressed or referred to in this Agreement will be construed to give any
person, other than the parties to this Agreement and their respective successors, any legal or equitable right, remedy or claim
under or with respect to this Agreement or any provision of this Agreement.


 


13.     Entire
Agreement. This Agreement along with the Investor Questionnaire attached hereto constitutes the entire agreement and supersedes
all prior agreements, understandings and representations and warranties, both written and oral, among the parties hereto with
respect to the subject matter hereof. Notwithstanding anything in this Agreement to the contrary, nothing herein shall be deemed
to modify, amend, or otherwise affect the rights and obligations of the Company set forth in the Merger Agreement.


 






     


     


    

  


14.     Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions
of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and this Agreement
shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion
thereof shall be interpreted to be only so broad as is enforceable.


 


15.     Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties (including
by facsimile or via portable document format (.pdf)), it being understood that all parties need not sign the same counterpart.


 


16.     Expiration.
Except with respect to the Company’s obligation to return any subscription amount deposited pursuant to Section 2, this
Agreement shall terminate and be of no further force or effect and any stock certificate(s) issued representing the Shares shall
be cancelled, without any liability to the undersigned, if the Company issues a public announcement announcing the termination
of the Merger Agreement, and/or notifies the undersigned in writing that it has abandoned its plans to move forward with the Nexeo
Business Combination.


 


 


 


 


 


 


 


 


 


 


[Signature
page follows]


  




     


     


    

 





	 	UNDERSIGNED
	 	 	 
	 	Fidelity
    Select Portfolios: Chemical Portfolios
	 	 	 
	 	By:	/s/
    Stacie M. Smith
	 	Name: 	Stacie
    M. Smith
	 	Title: 	Authorized
    Signatory
	 	 	 
	 	Address:
    	245 Summer
    Street.
	 	 	 	Boston,
    MA 02210
	 	 	 
	 	Number
    of Shares Subscribed For: 1,220,000


 


 


	ACKNOWLEDGED
    AND AGREED:
	 	 	 
	WL
    ROSS HOLDING CORP.
	 	 	 
	By:	/s/
                                         Wilbur L. Ross, Jr.



	 
	Name: 	Wilbur L. Ross, Jr	 
	Title: 	Chairman	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
page to Subscription Agreement]


 






     


     


    

  


	 	UNDERSIGNED
	 	 	 
	 	Fidelity
    Advisor Series I: Fidelity Advisor Value Fund 
	 	 	 
	 	By: 	/s/
    Stacie M. Smith
	 	Name: 	Stacie
    M. Smith
	 	Title: 	Authorized
    Signatory
	 	 	 
	 	Address:
    	 	245
    Summer Street.
	 	 	 	Boston, MA
    02210
	 	 	 
	 	Number
    of Shares Subscribed For: 14,400


 


 


	ACKNOWLEDGED
    AND AGREED:
	 	 	 
	WL
    ROSS HOLDING CORP.
	 	 	 
	By:	/s/
                                         Wilbur L. Ross, Jr.



	 
	Name: 	Wilbur L. Ross, Jr	 
	Title: 	Chairman	 



  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
page to Subscription Agreement]


 






     


     


    

 


	 	UNDERSIGNED
	 	 	 
	 	Fidelity Capital
    Trust: Fidelity Value Fund
	 	 	 
	 	By: 	/s/
    Stacie M. Smith
	 	Name: 	Stacie
    M. Smith
	 	Title: 	Authorized
    Signatory
	 	 	 
	 	Address:
    	 	245
    Summer Street.
	 	 	 	Boston, MA
    02210
	 	 	 
	 	Number of Shares
    Subscribed For: 1,170,000


 


 


	ACKNOWLEDGED
    AND AGREED:
	 	 	 
	WL
    ROSS HOLDING CORP.
	 	 	 
	By:	/s/
                                         Wilbur L. Ross, Jr.



	 
	Name: 	Wilbur L. Ross, Jr	 
	Title: 	Chairman	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






[Signature
page to Subscription Agreement]


 






     


     


    

 





	 	UNDERSIGNED
	 	 	 
	 	Fidelity Select
    Portfolios: Materials Portfolio
	 	 	 
	 	By: 	/s/
    Stacie M. Smith
	 	Name: 	Stacie
    M. Smith
	 	Title: 	Authorized
    Signatory
	 	 	 
	 	Address:
    	 	245
    Summer Street.
	 	 	 	Boston, MA
    02210
	 	 	 
	 	Number of Shares
    Subscribed For: 1,116,600


 


 


	ACKNOWLEDGED
    AND AGREED:
	 	 	 
	WL
    ROSS HOLDING CORP.
	 	 	 
	By:	/s/
                                         Wilbur L. Ross, Jr.



	 
	Name: 	Wilbur L. Ross, Jr	 
	Title: 	Chairman	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






[Signature
page to Subscription Agreement]



 









     


     


    

 








	 	UNDERSIGNED
	 	 	 
	 	Fidelity Central
    Investment Portfolios LLC: Fidelity Materials Central Fund
	 	 	 
	 	By: 	/s/
    Stacie M. Smith
	 	Name: 	Stacie
    M. Smith
	 	Title: 	Authorized
    Signatory
	 	 	 
	 	Address:
    	 	245
    Summer Street.
	 	 	 	Boston, MA
    02210
	 	 	 
	 	Number of Shares
    Subscribed For: 300,000


 


 


	ACKNOWLEDGED
    AND AGREED:
	 	 	 
	WL
    ROSS HOLDING CORP.
	 	 	 
	By:	/s/
                                         Wilbur L. Ross, Jr.



	 
	Name: 	Wilbur L. Ross, Jr	 
	Title: 	Chairman	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






[Signature
page to Subscription Agreement]


 






     


     


    

 








	 	UNDERSIGNED
	 	 	 
	 	Variable Insurance
    Products Fund IV: Materials Portfolio
	 	 	 
	 	By: 	/s/
    Stacie M. Smith
	 	Name: 	Stacie
    M. Smith
	 	Title: 	Authorized
    Signatory
	 	 	 
	 	Address:
    	 	245
    Summer Street.
	 	 	 	Boston, MA
    02210
	 	 	 
	 	Number of Shares
    Subscribed For: 39,000


 


 


	ACKNOWLEDGED
    AND AGREED:
	 	 	 
	WL
    ROSS HOLDING CORP.
	 	 	 
	By:	/s/
                                         Wilbur L. Ross, Jr.



	 
	Name: 	Wilbur L. Ross, Jr	 
	Title: 	Chairman	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






[Signature
page to Subscription Agreement]