X0306 4 2016-11-17 0 0001604416 Nexeo Solutions, Inc. NXEO 0001188511 SMITH DAN F C/O NEXEO SOLUTIONS, INC. 3 WATERWAY SQUARE PLACE, SUITE 1000 THE WOODLANDS TX 77380 1 0 0 0 Deferred Payment Right 2016-11-17 4 J 0 26341 0 D 2021-06-30 Common Stock 284825 284825 I See Footnote On June 9, 2016, Nexeo Holdco, LLC, a Delaware limited liability company (the "Management Company"), received, among other things, 311,166 deferred payment rights as consideration in connection with the closing of the business combination of WL Ross Holding Corp. and Nexeo Solutions Holdings, LLC (the "Business Combination"). In connection with the execution of the Purchase Price Adjustment Confirmation Letter on November 17, 2016, the total consideration payable to the selling equityholders, including the Management Company, was adjusted downward, resulting in a decrease in the total number of deferred payment rights due to the Management Company to 284,825. The Reporting Person holds a direct membership interest in the Management Company. The Reporting Person disclaims beneficial ownership of all securities reported except to the extent of such Reporting Person's pecuniary interest therein. /s/ Dan F. Smith, by Michael B. Farnell, Jr., as Attorney-in-Fact 2016-11-21