SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Univar Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

91336L 107

(CUSIP Number)

CD&R Univar Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

Attention: Theresa A. Gore

375 Park Ave, New York NY 10152

(212) 407-5227

with a copy to:

Steven J. Slutzky, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Telephone: (212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 23, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 91336L 107

1	Name of Reporting Persons CD&R Univar Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0 Shares
		8	Shared Voting Power 40,585,412 Shares (see Item 5)
		9	Sole Dispositive Power 0 Shares
		10	Shared Dispositive Power 40,585,412 Shares (see Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,585,412 Shares (see Item 5)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x
13	Percent of Class Represented by Amount in Row (11) 29.4% (see Item 5)
14	Type of Reporting Person (See Instructions) PN

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SCHEDULE 13D

CUSIP No. 91336L 107

1	Name of Reporting Persons CD&R Associates VIII, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0 Shares
		8	Shared Voting Power 40,585,412 Shares (see Item 5)
		9	Sole Dispositive Power 0 Shares
		10	Shared Dispositive Power 40,585,412 Shares (see Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,585,412 Shares (see Item 5)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
13	Percent of Class Represented by Amount in Row (11) 29.4% (see Item 5)
14	Type of Reporting Person (See Instructions) CO

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SCHEDULE 13D

CUSIP No. 91336L 107

1	Name of Reporting Persons CD&R Associates VIII, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0 Shares
		8	Shared Voting Power 40,585,412 Shares (see Item 5)
		9	Sole Dispositive Power 0 Shares
		10	Shared Dispositive Power 40,585,412 Shares (see Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,585,412 Shares (see Item 5)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x
13	Percent of Class Represented by Amount in Row (11) 29.4% (see Item 5)
14	Type of Reporting Person (See Instructions) PN

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SCHEDULE 13D

CUSIP No. 91336L 107

1	Name of Reporting Persons CD&R Investment Associates VIII, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0 Shares
		8	Shared Voting Power 40,585,412 Shares (see Item 5)
		9	Sole Dispositive Power 0 Shares
		10	Shared Dispositive Power 40,585,412 Shares (see Item 5)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,585,412 Shares (see Item 5)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x
13	Percent of Class Represented by Amount in Row (11) 29.4% (see Item 5)
14	Type of Reporting Person (See Instructions) CO

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Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the shares of common stock (“Shares”), par value $0.01 (the “Common Stock”), of Univar Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 3075 Highland Parkway, Suite 200, Downers Grove, IL 60515.

Item 2. Identity and Background.

This Statement is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

(i) CD&R Univar Holdings, L.P., a Cayman Islands exempted limited partnership;

(ii) CD&R Associates VIII, Ltd., a Cayman Islands exempted company;

(iii) CD&R Associates VIII, L.P., a Cayman Islands exempted limited partnership; and

(iv) CD&R Investment Associates VIII, Ltd., a Cayman Islands exempted company (the persons and entities listed in items (i) through (iv) are collectively referred to herein as the “Reporting Persons”).

CD&R Univar Holdings, L.P. was created for the purpose of holding Shares of Common Stock on behalf of its limited partners:

(i) Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership;

(ii) CD&R Univar Co-Investor II, L.P., a Cayman Islands exempted limited partnership;

(iii) CD&R Univar Co-Investor, L.P., a Cayman Islands exempted limited partnership;

(iv) CD&R Univar NEP IX Co-Investor, LLC, a Delaware limited liability company;

(v) CD&R Univar NEP VIII Co-Investor, LLC, a Delaware limited liability company;

(vi) CD&R Advisor Univar Co-Investor, L.P., a Cayman Islands exempted limited partnership;

(vii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership;

Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Univar Co-Investor II, L.P., CD&R Univar Co-Investor, L.P., CD&R Univar NEP VIII Co-Investor, LLC, CD&R Univar NEP IX Co-Investor, LLC, CD&R Advisor Univar Co-Investor, L.P. and CD&R Friends & Family Fund VIII, L.P. are collectively referred to herein as the “CD&R Univar Funds.” The CD&R Univar Funds hold limited partnership interests in CD&R Univar Holdings, L.P. and do not have sole or shared voting or dispositive power over any shares of the Issuer. The CD&R Univar Funds expressly disclaim beneficial ownership of the Shares beneficially owned by the Reporting Persons.

CD&R Associates VIII, Ltd. is the general partner of CD&R Univar Holdings, L.P.

CD&R Associates VIII, L.P. is the sole stockholder of CD&R Associates VIII, Ltd. CD&R Investment Associates VIII, Ltd. is the general partner of CD&R Associates VIII, L.P.

The Reporting Persons have entered into a joint filing agreement, dated as of July 1, 2015, a copy of which is attached to this Statement as Exhibit 1.

The address for each of the Reporting Persons is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands.

To the knowledge of the Reporting Persons, the name, business address, citizenship, and principal occupation or employment of each director and officer of each of the Reporting Persons, and any other information concerning the Reporting Persons and other persons and entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D are set forth in Schedule A to this Statement and incorporated herein by this reference.

CD&R Univar Holdings, L.P. is a party to the Fourth Amended and Restated Stockholders Agreement, dated as of June 23, 2015 (the “Stockholders Agreement”), among the Issuer, CD&R Univar Holdings, L.P., Univar N.V., an entity controlled by certain investment funds (the “CVC Funds”) affiliated with CVC Capital Partners Advisory (U.S.), Inc. (“CVC”), Dahlia Investments Pte. Ltd. (the “Temasek Investor”) and the other stockholders party thereto. Shares beneficially owned and held by the CVC Funds, the Temasek Investor and the other

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stockholders party to the Stockholders Agreement and any of their respective affiliates are not the subject of this Schedule 13D and such persons are accordingly not included as Reporting Persons. For a description of the relationship between CD&R Univar Holdings, L.P. and the other parties to the Stockholders Agreement in respect of their respective holdings of the Shares, see “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer—Stockholders Agreement.” As discussed under Item 5, each of the Reporting Persons disclaims beneficial ownership of all Shares owned by any other party to the Stockholders Agreement and their respective affiliates.

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons identified in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in Items 4 and 6 hereof is hereby incorporated by reference into this Item 3.

On November 30, 2010, the CD&R Univar Funds acquired the Shares of the Issuer’s Common Stock beneficially owned by the Reporting Persons from the Issuer and Univar N.V. for an aggregate purchase price of approximately $763 million, which at the time represented an approximately 42.5% ownership position of the Issuer. The CD&R Univar Funds obtained such funds through capital contributions from their respective partners. On May 31, 2011, the Shares of the Issuer’s Common Stock beneficially owned by the Reporting Persons were transferred from the CD&R Univar Funds to CD&R Univar Holdings, L.P. in exchange for limited partnership interests of CD&R Univar Holdings, L.P.

The Reporting Persons did not use any funds in connection with the Initial Public Offering and the Temasek Stock Purchase (as defined below). For a description of these transactions, see “Item 4. Purpose of Transaction.”

Item 4. Purpose of Transaction

The information set forth in Items 3 and 6 hereof is hereby incorporated by reference into this Item 4.

On June 23, 2015, the Issuer completed an initial public offering of 40,250,000 Shares (the “Initial Public Offering”). In the Initial Public Offering, the Issuer issued 20,000,000 new Shares of its Common Stock to the public, and the CVC Funds and certain other equity investors (collectively, the “IPO Selling Stockholders”) sold 20,250,000 Shares of Common Stock to the public. The Reporting Persons did not sell any of their shares in the Initial Public Offering.

In connection with the Initial Public Offering, the Issuer, Univar N.V. and the Temasek Investor entered into a Stock Purchase Agreement, dated as of June 1, 2015, as amended by the First Amendment to the Stock Purchase Agreement, dated as of June 19, 2015 (the “Temasek Stock Purchase Agreement”). Pursuant to the Temasek Stock Purchase Agreement, the Temasek Investor agreed to purchase $350 million of newly issued Shares of Common Stock at a price per share equal to $21.00 per share less the underwriting discounts and commission (not to exceed 5.5% per share) in a private placement transaction that was expected to close concurrently with the Initial Public Offering. In addition, pursuant to the Temasek Stock Purchase Agreement, the Temasek Investor agreed to purchase 5,000,000 Shares of Common Stock from Univar N.V. and certain other equity investors at a price per share equal to $20.79 in a private placement transaction that closed concurrently with the Initial Public Offering (both private placements together, the “Temasek Stock Purchase”). The Temasek Stock Purchase Agreement contains customary representations and warranties and operating covenants and was subject to customary closing conditions. The consummation of the Initial Public Offering was not conditioned upon the consummation of the Temasek Stock Purchase. The consummation of the Temasek Stock Purchase was conditioned upon the consummation of the Initial Public Offering. None of the Shares of Common Stock sold in the Temasek Stock Purchase were registered and sold in the Initial Public Offering.

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The Temasek Stock Purchase closed on June 23, 2015, concurrently with the closing of the Initial Public Offering. The Temasek Investor purchased 22,636,684 Shares in the Temasek Stock Purchase, which represents approximately 16.4% of the outstanding Shares of Common Stock. The Reporting Persons did not sell any of their shares in the Temasek Stock Purchase. The description herein of the terms and conditions of the Temasek Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Temasek Stock Purchase Agreement, included as Exhibits 2 and 3, which is incorporated herein by reference.

Following the consummation of the Initial Public Offering and the Temasek Stock Purchase, the Reporting Persons beneficially own an aggregate of 40,585,412 Shares of Common Stock. The Shares of Common Stock beneficially owned by the Reporting Persons represent, in the aggregate, approximately 29.4% of the outstanding Shares of Common Stock. See “Item 5. Interest in Securities of the Issuer.”

The Reporting Persons have acquired beneficial ownership of the Shares of Common Stock as described in this Statement on Schedule 13D for investment purposes. Subject to the terms and conditions of the Stockholders Agreement, depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to the investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D.

Without limiting the foregoing, and subject to the terms and conditions of the Stockholders Agreement, the Reporting Persons may, from time to time acquire or cause affiliates to acquire additional Shares of Common Stock or other securities of the Issuer, dispose, or cause affiliates to dispose, of some or all of the Common Stock or continue to hold, or cause affiliates to hold, Common Stock (or any combination or derivative thereof). In addition, without limitation, and subject to the terms and conditions of the Stockholders Agreement, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer.

As of the date of this filing, David H. Wasserman, a principal of Clayton, Dubilier & Rice, LLC (“CD&R”), George K. Jaquette, a principal of CD&R, and William S. Stavropoulos, an Advisory Partner to CD&R, have been designated by CD&R Univar Holdings, L.P. pursuant to the Stockholders Agreement to serve as the sponsor directors on the Issuer’s board of directors. Mr. Stavropoulos currently serves as the chairman of the Issuer’s board of directors. In their capacity as directors of the Issuer, Messrs. Wasserman, Jaquette and Stavropoulos or any successor CD&R Univar Holdings, L.P. designee may take an active role in working with the Issuer’s management on operational, financial and strategic initiatives.

Except as set forth in this Statement, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other individuals identified in Item 2 above, have no other present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons and any other person identified in Item 2 with respect to the Issuer, subject to the terms and conditions of the Stockholders Agreement, the foregoing is subject to change at any time.

Item 5. Interest in Securities of the Issuer.

(a) and (b).

The Reporting Persons beneficially own an aggregate of 40,585,412 Shares of Common Stock. The Shares of Common Stock beneficially owned by the Reporting Persons represent, in the aggregate, approximately 29.4% of the

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outstanding Shares of Common Stock. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 137,884,122 Shares of Common Stock outstanding as of June 23, 2015, based on information provided to the Reporting Persons by the Issuer and after giving effect to the sale by the Issuer of 20,000,000 Shares in the Initial Public Offering and 17,636,684 Shares in the Temasek Stock Purchase.

Upon the closing of the Initial Public Offering and the Temasek Stock Purchase, CD&R Univar Holdings, L.P. directly owns 40,585,412 Shares of Common Stock. CD&R Associates VIII, Ltd. is the general partner of CD&R Univar Holdings, L.P. CD&R Associates VIII, L.P. is the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd. is the general partner of CD&R Associates VIII, L.P. Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the Shares held by CD&R Univar Holdings, L.P.

CD&R Investment Associates VIII, Ltd. is managed by a two-person board of directors, consisting of Donald J. Gogel and Kevin J. Conway. Messrs. Gogel and Conway, as the directors of CD&R Investment Associates VIII, Ltd., may be deemed to share beneficial ownership of the Shares shown as beneficially owned by CD&R Univar Holdings, L.P. Such persons expressly disclaim such beneficial ownership, and also expressly disclaim beneficial ownership of any Shares beneficially owned by the CVC Funds, the Temasek Investor and any other party to the Stockholders Agreement and their respective affiliates. All investment and voting decisions with respect to shares held by CD&R Univar Holdings, L.P. are made by an investment committee of limited partners of CD&R Associates VIII, L.P., currently consisting of more than ten individuals (the “Investment Committee”). All members of the Investment Committee disclaim beneficial ownership of the Shares shown as beneficially owned by the Reporting Persons and any Shares beneficially owned by the CVC Funds, the Temasek Investor and any other party to the Stockholders Agreement and their respective affiliates.

By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons, the CVC Funds and the Temasek Investor may be deemed to constitute a “group” for purposes of Section 13(d) of the Exchange Act and the Reporting Persons may be deemed to beneficially own shares of Common Stock beneficially owned by the CVC Funds and the Temasek Investor. As of the date of this filing, based in part on information provided by the Issuer and after giving effect to the Initial Public Offering and the Temasek Stock Purchase, such a “group” would be deemed to beneficially own an aggregate of 92,035,309 Shares of Common Stock, or 66.7% of the Common Stock of the Issuer. This filing shall not be deemed an admission that the Reporting Persons, the CVC Funds and the Temasek Investor constitute a “group” for purposes of Section 13(d) of the Exchange Act and the Reporting Persons expressly disclaim beneficial ownership over any Shares of Common Stock owned by the CVC Funds and the Temasek Investor that they may be deemed to beneficially own solely by reason of the Stockholders Agreement, as well as any Shares of Common Stock owned by any other party to the Stockholders Agreement and their respective affiliates. Shares of Common Stock owned by the CVC Funds and the Temasek Investor are not included in this Statement.

(c) Except as set forth in Item 3 and Item 4, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person identified in Item 2 has engaged in any transaction during the past 60 days in any Shares of Common Stock.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares of Common Stock that are the subject of this Statement.

(e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Stockholders Agreement

Concurrently with the consummation of the Initial Public Offering, the Issuer entered into the Stockholders Agreement, with CD&R Univar Holdings, L.P., Univar N.V., the Temasek Investor and the other stockholders party thereto.

Pursuant to the Stockholders Agreement, CD&R Univar Holdings, L.P. and Univar N.V. will each be entitled to designate (i) three sponsor directors and three independent directors for so long as CD&R Univar Holdings, L.P. or Univar N.V., as applicable, owns at least 50% of the Shares of Common Stock held by it or its affiliated funds on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction (the “Original Shares”), (ii) two sponsor directors and one independent director for so long as CD&R Univar Holdings, L.P. or Univar N.V., as applicable, owns at least 25%, but less than 50%, of its Original Shares and (iii) one sponsor director for so long as CD&R Univar Holdings, L.P. or Univar N.V., as applicable, owns at least 5%, but less than 25%, of its Original Shares. CD&R Univar Holdings, L.P. will also have the right to nominate the chairman of the board of directors for so long as it owns at least 25% of its Original Shares. The Temasek Investor will have the right to nominate one director for so long as the Temasek Investor owns at least 10% of the outstanding Shares of Common Stock. With respect to any vacancy of a director nominated by either CD&R Univar Holdings, L.P., Univar N.V. or the Temasek Investor, the applicable entity will have the right to nominate his replacement. For as long as CD&R Univar Holdings, L.P., Univar N.V. and the Temasek Investor have the right to designate a director, CD&R Univar Holdings, L.P., Univar N.V. and the Temasek Investor will be required to vote their Shares of Common Stock in favor of all those persons nominated to serve as a director pursuant to the Stockholders Agreement. The initial sponsor directors appointed by CD&R Univar Holdings, L.P. are David H. Wasserman, a director of the Issuer since November 2010 and a principal of CD&R, which he joined in 1998, George K. Jaquette, a director of the Issuer since November 2010 and a principal of CD&R, which he joined in 1999, and William S. Stavropoulos, the non-executive chairman of the Issuer since November 2010 and an Advisory Partner to CD&R since 2006.

CD&R Univar Holdings, L.P., Univar N.V., the Temasek Investor and certain other stockholders are subject to certain restrictions on transfers of the Issuer’s Shares under the Stockholders Agreement. The Stockholders Agreement also contains customary registration rights for the Shares of Common Stock held by CD&R Univar Holdings, L.P., Univar N.V., the Temasek Investor and certain other stockholders, as well as customary information and access rights.

The description herein of the terms and conditions of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, included as Exhibit 4, which is incorporated herein by reference.

The information set forth in Items 3 and 4 of this Statement is hereby incorporated herein by reference.

Indemnification Agreement

The Issuer has entered into an Indemnification Agreement, dated as of November 30, 2010, by and among CD&R Univar Holdings, L.P., the CD&R Univar Funds, CD&R, the Issuer and Univar USA Inc., pursuant to which the Issuer and Univar USA Inc. agreed to indemnify CD&R, CD&R Univar Holdings L.P., the CD&R Univar Funds and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement, securities offerings by the Issuer and certain other claims and liabilities.

The description herein of the terms and conditions of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, included as Exhibit 5, which is incorporated herein by reference.

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Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description of Exhibit
1	Joint Filing Agreement, dated as of July 1, 2015, by and among the Reporting Persons.
2	Stock Purchase Agreement, dated as of June 1, 2015, among Univar Inc., Dahlia Investments Pte. Ltd. and Univar N.V.
3	First Amendment to the Stock Purchase Agreement, dated as of June 19, 2015, among Univar Inc., Dahlia Investments Pte. Ltd. and Univar N.V.
4	Fourth Amended and Restated Stockholders Agreement, dated as of June 23, 2015, among Univar Inc., CD&R Univar Holdings L.P., Univar N.V., Dahlia Investments Pte. Ltd. and the other stockholders party thereto.
5	Indemnification Agreement, dated as of November 30, 2010, by and among CD&R Univar Holdings, L.P., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Advisor Univar Co-Investor, L.P., CD&R Univar Co-Investor, L.P., CD&R Univar Co-Investor II, L.P., CD&R Univar NEP VIII Co-Investor, LLC, CD&R Univar NEP IX Co-Investor, LLC, Clayton, Dubilier & Rice, LLC, Univar Inc. and Univar USA Inc.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: July 1, 2015

CD&R UNIVAR HOLDINGS, L.P.
By:	CD&R Associates VIII, Ltd.,
	its general partner
	By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary
CD&R ASSOCIATES VIII, LTD.
By:	/s/ Theresa A. Gore
Name:	Theresa A. Gore
Title:	Vice President, Treasurer and Assistant Secretary
CD&R ASSOCIATES VIII, L.P.
By:	CD&R Investment Associates VIII, Ltd.,
	its general partner
	By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary
CD&R INVESTMENT ASSOCIATES VIII, LTD.
	By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary

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SCHEDULE A

The business address for each of the persons listed below is c/o Clayton, Dubilier & Rice, LLC, 375 Park Avenue, 18th Floor, New York, New York 10152, and the business telephone number of each such person is 212-407-5200.

Name	Title/Principal Occupation or Employment	Citizenship
Donald J. Gogel	Mr. Gogel is a director and officer of CD&R Associates VIII, Ltd. and CD&R Investment Associates VIII, Ltd. Mr. Gogel is a principal of Clayton, Dubilier & Rice, LLC.	United States of America
Kevin J. Conway	Mr. Conway is a director and officer of CD&R Associates VIII, Ltd. and CD&R Investment Associates VIII, Ltd. Mr. Conway is a principal of Clayton, Dubilier & Rice, LLC.	United States of America
Theresa A. Gore	Ms. Gore is an officer of CD&R Associates VIII, Ltd. and CD&R Investment Associates VIII, Ltd. Ms. Gore is a professional employee of Clayton, Dubilier & Rice, LLC.	United States of America

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EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Shares of Common Stock, $0.01 par value (the “Common Stock”), of Univar Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: July 1, 2015

CD&R UNIVAR HOLDINGS, L.P.
By:	CD&R Associates VIII, Ltd.,
	its general partner
	By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary
CD&R ASSOCIATES VIII, LTD.
By:	/s/ Theresa A. Gore
Name:	Theresa A. Gore
Title:	Vice President, Treasurer and Assistant Secretary
CD&R ASSOCIATES VIII, L.P.
By:	CD&R Investment Associates VIII, Ltd.,
	its general partner
	By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary
CD&R INVESTMENT ASSOCIATES VIII, LTD.
	By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary

EX-99.2

Exhibit 2

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and among

UNIVAR INC.,

THE SELLING STOCKHOLDERS

and

DAHLIA INVESTMENTS PTE. LTD.

Dated as of June 1, 2015

Table of Contents

		Page
ARTICLE I
Definitions and Terms
Section 1.1	Certain Definitions		1
Section 1.2	Interpretation		10
ARTICLE II
Closing
Section 2.1	Sale and Purchase of Purchased Shares		11
Section 2.2	Closing		12
Section 2.3	Payment of Purchase Price and Execution of Stockholders Agreement		12
ARTICLE III
Representations and Warranties of the Company
Section 3.1	Organization, Due Authorization and Enforceability		12
Section 3.2	Consents and Approvals		13
Section 3.3	Non-Contravention		13
Section 3.4	Capitalization		13
Section 3.5	Issuance of the Issued Shares		14
Section 3.6	Private Offering		14
Section 3.7	Disclosure Document		15
Section 3.8	Subsidiaries		15
Section 3.9	Intellectual Property		15
Section 3.10	Contracts		15
Section 3.11	Insurance		16
Section 3.12	Financial Statements; No Undisclosed Liabilities		16
Section 3.13	Absence of Changes		17
Section 3.14	Litigation		17
Section 3.15	Compliance with Laws; Licenses and Permits		17
Section 3.16	Environmental Matters		18
Section 3.17	Employees, Labor Matters, etc		18
Section 3.18	Employee Benefit Plans and Related Matters; ERISA		18
Section 3.19	Tax Matters		19

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Section 3.20	Real Property	19
Section 3.21	No Other Representations or Warranties	20
ARTICLE IV
Representations and Warranties of the Selling Stockholders
Section 4.1	Due Authorization and Enforceability	20
Section 4.2	Consents and Approvals	21
Section 4.3	Non-Contravention	21
Section 4.4	Title to Shares	21
Section 4.5	No Other Representations or Warranties	21
ARTICLE V
Representations and Warranties of Buyer
Section 5.1	Organization, Due Authorization and Enforceability	21
Section 5.2	Consents and Approvals	22
Section 5.3	Non-Contravention	22
Section 5.4	Sufficient Funds	22
Section 5.5	Accredited Investor; Acquisition for Investment	22
ARTICLE VI
Covenants
Section 6.1	Conduct of Business	23
Section 6.2	Regulatory Approvals and Third Party Consents	23
Section 6.3	Further Assurances	24
Section 6.4	Notification of Certain Matters	24
Section 6.5	Fees and Expenses	25
Section 6.6	Use of Proceeds	25
ARTICLE VII
Conditions to Closing
Section 7.1	Conditions to the Obligations of the Parties	25
Section 7.2	Conditions to the Obligations of Buyer	25
Section 7.3	Conditions to the Obligations of the Company and the Selling Stockholders	27

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ARTICLE VIII
Termination
Section 8.1	Termination	27
Section 8.2	Effect of Termination	28
ARTICLE IX
Miscellaneous
Section 9.1	No Survival of Representations and Warranties	28
Section 9.2	Notices	28
Section 9.3	Amendment; Waiver	30
Section 9.4	No Assignment or Benefit to Third Parties; Restrictions on Certain Transactions	30
Section 9.5	Entire Agreement	30
Section 9.6	Public Disclosure	30
Section 9.7	Schedules	31
Section 9.8	Governing Law; Jurisdiction	31
Section 9.9	Waiver of Trial by Jury	32
Section 9.10	Counterparts	32
Section 9.11	Headings	32
Section 9.12	Severability	32
Section 9.13	Specific Performance	33
Section 9.14	Certain Acknowledgment and Agreement by Buyer	33
Schedule 1	Selling Stockholders
Exhibit A	Form of Stockholders Agreement
Exhibit B	Company Disclosure Letter
Exhibit C	Disclosure Document

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This STOCK PURCHASE AGREEMENT, dated as of June 1, 2015 (this “Agreement”), is entered into by and among Univar Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Schedule 1 hereto (the “Selling Stockholders”) and Dahlia Investments Pte. Ltd., a Singapore Corporation (“Buyer”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 1.1.

W I T N E S S E T H:

WHEREAS, Buyer desires to purchase from the Company, and the Company desires to issue to Buyer, the number of Common Shares determined by dividing $350 million by the IPO Price, rounded to the nearest whole number, (the “Issued Shares”), concurrently with the consummation of an initial public offering (the “IPO”) of Common Shares and on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Buyer desires to purchase from the Selling Stockholders, and the Selling Stockholders desire to sell to Buyer, up to $150 million of Secondary Shares, concurrently with the consummation of the IPO, at a price per share equal to the IPO Price and on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in connection with the IPO, the Company intends to effect a reverse stock split in respect of its Common Shares (the “Stock Split”); and

WHEREAS, in connection with the consummation of the sale by the Company and the Selling Stockholders and the purchase by Buyer of the Purchased Shares (the “Closing”) and the IPO, the Company, Buyer, the Selling Stockholders and certain other shareholders of the Company will enter into a Stockholders Agreement substantially in the form attached hereto as Exhibit A (the “Stockholders Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

Definitions and Terms

Section 1.1 Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or

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indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise. For the purpose of this Agreement, unless otherwise expressly indicated, the Company and the Subsidiaries shall not be deemed Affiliates of any stockholder of the Company.

“Aggregate Purchase Price” means the sum of the Company Purchase Price and the Secondary Purchase Price.

“Agreement” has the meaning set forth in the Preamble.

“Antitrust Laws” means all Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, distortion of competition or restraint of trade.

“Assets” means the properties and assets of the Company or a Subsidiary material to the business of the Company and the Subsidiaries, taken as a whole.

“Audited Financial Statements” means the Financial Statements described in clause (ii) of the definition thereof.

“Balance Sheet Date” means March 31, 2015.

“Bankruptcy and Equity Exception” has the meaning set forth in Section 3.1.

“Benefit Plan” means all material employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material retention, bonus, employment, termination, severance or other contracts or agreements to which the Company or any Subsidiary is a party and with respect to which the Company or any Subsidiary has any current or future obligation or that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer, director or independent contractor of the Company or any Subsidiary.

“Business Day” means any day that is not (i) a Saturday, (ii) a Sunday or (iii) any other day on which commercial banks are authorized or required by law to be closed in the City of New York or Singapore.

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“Buyer” has the meaning set forth in the Preamble.

“Closing” has the meaning set forth in the Recitals.

“Closing Date” has the meaning set forth in Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means shares of common stock of the Company.

“Company” has the meaning set forth in the Preamble.

“Company Disclosure Letter” means that Company Disclosure Letter attached hereto as Exhibit B.

“Company Insurance Policy” means each material policy of fire, liability, workmen’s compensation and other forms of insurance maintained by or for the benefit of the Company or a Subsidiary, the Assets or the employees, officers and directors of the Company and the Subsidiaries.

“Company Material Adverse Effect” means (a) a materially adverse change in or material adverse effect on, or any change or effect that would reasonably be expected to materially adversely affect, the business, assets, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole; provided that in determining whether a Company Material Adverse Effect has occurred, any change or effect, to the extent resulting from the following, shall be excluded:

(i) any change in applicable Law, generally accepted accounting principles or international financial reporting standards or interpretations thereof applicable to the Company and the Subsidiaries;

(ii) any change in economic, credit or capital market, regulatory or political conditions (including any change in interest or foreign exchange rates) or acts of war (declared or undeclared), armed hostilities, military actions, sabotage and/or terrorism (or the escalation of any of the foregoing);

(iii) any change in the chemical distribution industry;

(iv) any failure of the Company or the Subsidiaries to achieve any earnings or other financial projections or forecasts (provided that the underlying causes of such failure may be considered in determining whether there is a Company Material Adverse Effect);

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(v) any action or omission of the Company, the Subsidiaries or their Affiliates, agents or representatives (x) required by the terms of this Agreement or the Existing Stockholders Agreement, (y) taken with the consent or knowledge of Buyer, or (z) resulting from a failure by Buyer to provide its consent to the extent such consent is required by the terms of this Agreement;

(vi) any items disclosed in the Company Disclosure Letter or in the Disclosure Document;

(vii) any action taken by Buyer and any of its Affiliates, agents or representatives;

(viii) any hurricane, flood, tornado, earthquake or other natural disaster or any other force majeure event; or

(ix) except with respect to the representations and warranties contained in Section 3.3 or, to the extent related to such representations and warranties, the condition specified in Section 7.2(a), any change resulting from the negotiation, execution, delivery or performance of this Agreement or the Existing Stockholders Agreement, the consummation of the transactions contemplated hereby and/or the announcement of any of the foregoing including any such change relating to the identity of, or facts and circumstances relating to, Buyer or its Affiliates and including any change resulting from any action or commercial decision taken by the Company’s or any of the Subsidiaries’ customers, suppliers or personnel;

(in each of the foregoing clauses (i), (ii) and (iii), to the extent not disproportionately affecting the Company and the Subsidiaries relative to the other business entities in the chemical distribution industry); or

(b) any change, effect, event, development or occurrence materially adversely affecting the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

“Company Option” means any option to purchase Common Shares granted pursuant to the Stock Incentive Plan.

“Company Purchase Price” means an amount equal to the IPO Price multiplied by the number of Issued Shares.

“Company Restricted Shares” means any Common Shares granted under the Stock Incentive Plan and subject to vesting restrictions immediately prior to the Closing.

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“Company Securities” has the meaning set forth in Section 3.4(a).

“Confidentiality Agreement” means the confidentiality agreement between Temasek Capital Management Pte Ltd and the Company, dated February 6, 2015.

“Contracts” means all agreements, contracts, leases and subleases, purchase orders, arrangements, understandings, commitments, guarantees, notes, bonds, mortgages, indentures and licenses, to which a Person is a party or bound.

“Disclosure Document” means the document attached hereto as Exhibit C, which document shall be updated by the Company as of the Closing to reflect any amendments to the Registration Statement filed by the Company with the SEC after the date hereof through the Closing.

“Employee Stock Subscription Agreements” shall mean, collectively, all agreements between the Company, on the one hand, and a past or present employee or director of the Company or any of the Subsidiaries, on the other hand, governing the purchase of Common Shares under the Stock Incentive Plan.

“Encumbrance” means any lien, pledge, charge, claim, encumbrance, security interest, lease, right of first offer or refusal, option, mortgage, easement, or similar restriction.

“Environmental Law” means any law regulating or relating to the protection of natural resources or the environment, including laws relating to the use, generation, management, handling, transport, treatment, disposal, storage, release or threatened release of, or exposure to, hazardous substances.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Existing Credit Facilities” means, in each case as amended, (i) the Fourth Amended and Restated Credit Agreement, dated as of February 22, 2013, among the Company, Bank of America, N.A. as administrative agent, Bank of America, N.A., Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners and the lenders from time to time party thereto; (ii) the Second Amended and Restated Senior ABL Credit Agreement, dated as of March 25, 2013, among the Company, the borrowers party thereto, Univar Canada, Ltd., the

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facility guarantors party thereto, Bank of America, N.A. as U.S. administrative agent, U.S. swingline lender and collateral agent, Bank of America, N.A. (acting through its Canadian branch) as Canadian administrative agent, Canadian swingline lender and Canadian letter of credit issuer, the lenders from time to time party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance LLC as joint lead arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Capital Finance LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as joint bookrunners, Wells Fargo Capital Finance LLC, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. as co-syndication agents and HSBC Bank USA, N.A., Union Bank, N.A., Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as co-documentation agents; (iii) the European ABL Facility Agreement, dated as of March 24, 2014, among Univar B.V., the other borrowers from time to time party thereto, the Company, as guarantor, J.P. Morgan Securities LLC, as sole lead arranger and joint bookrunner, Bank of America, N.A., as joint bookrunner and syndication agent, the several lenders from time to time party thereto and J.P. Morgan Europe Limited, as administrative agent and collateral agent; (iv) the Company’s senior subordinated notes due September 30, 2017 and the indenture related thereto; and (v) the Company’s senior subordinated notes due June 30, 2018 and the indenture related thereto.

“Existing Stockholders Agreement” means the Third Amended and Restated Stockholders Agreement, dated as of June 27, 2012, by and among the Company, CD&R Holdings, L.P., Univar N.V. and the stockholders listed on Annex A therein.

“Financial Statements” means (i) the unaudited consolidated financial statements (balance sheets, statements of operations, cash flows and retained earnings or shareholders’ equity) of the Company and the Subsidiaries as of March 31, 2015 in the form regularly prepared by the Company and (ii) the audited consolidated financial statements (balance sheets, statements of operations, cash flows and retained earnings or shareholders’ equity) of the Company and the Subsidiaries as of December 31, 2014 and December 31, 2013.

“Fundamental Representations” has the meaning set forth in Section 7.2(a).

“GAAP” means United States generally accepted accounting principles.

“Governmental Authority” means any supranational, national, federal, state, provincial, local, governmental, quasi-governmental or other political subdivision thereof or entity, court, agency, administrative body or other body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator or any self-regulatory organization.

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“Hazardous Substance” means any substance that (i) is or contains asbestos, urea formaldehyde insulation, polychlorinated biphenyls, petroleum or petroleum products or (ii) is defined, listed or identified as a “hazardous waste,” “hazardous substance,” “toxic substance” or words of similar meaning or effect under any Environmental Law.

“Intellectual Property” means all of the patents and patent applications, trademarks, trade names, service marks, domain names and copyrights that are registered or subject to an application for registration.

“IPO” has the meaning set forth in the Recitals.

“IPO Price” means the price for one Common Share offered in the IPO, with the same discount, excluding any incentive fees, that is offered to the Underwriters, which price shall be adjusted as appropriate to give effect to the Stock Split; provided that, if the price for one Common Share, with the same discount, excluding any incentive fees, that is offered to the Underwriters offered in the IPO exceeds $10.00, the IPO Price shall be $10.00, which price shall be adjusted as appropriate to give effect to the Stock Split.

“IPO Shares” means the Common Shares sold in the IPO following the Stock Split.

“IRS” means the Internal Revenue Service.

“Issued Shares” has the meaning set forth in the Recitals.

“Knowledge of the Company” or any similar phrase means the actual knowledge of the chief executive officer, chief financial officer or general counsel of the Company.

“Law” means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by or otherwise of a Governmental Authority.

“Liabilities” means any and all debts, liabilities, commitments and obligations of any kind, whether known or unknown, accrued or not accrued, absolute, contingent or otherwise, whenever or however arising (including, whether arising out of any contract or tort based on negligence or strict liability), and whether due or to become due.

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“License” means any license of Intellectual Property to the Company or any of the Subsidiaries by any other Person.

“Litigation” means any action, cease and desist letter, demand, suit, arbitration proceeding, administrative or regulatory proceeding, citation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity.

“Material Contracts” has the meaning set forth in Section 3.10.

“Organizational Documents” means the articles of incorporation, certificate of incorporation, charter, by-laws, articles of formation, certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.

“Permits” means licenses, franchises, permits, certificates, orders, approvals or other similar authorizations issued by Government Authorities.

“Permitted Encumbrances” means, collectively, (i) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, or repairmen’s liens or other similar common law or statutory Encumbrances arising or incurred in the ordinary course of business or by operation of Law, (ii) liens for Taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (iii) with respect to real property, (x) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other similar restrictions, including any other agreements, conditions or restrictions that would be shown by a current title report or other similar report or listing, (y) any conditions that may be shown by a current survey or physical inspection and (z) zoning, building, subdivision or other similar requirements or restrictions, which, in each case, do not materially impair the present use or occupancy of, or materially detract from the value of, such real property, (iv) any Encumbrance that would not reasonably be expected to materially adversely affect the ownership or use of the Assets by the Company or the Subsidiaries, and (v) any Encumbrance securing the obligation of the Company or the Subsidiaries under the Existing Credit Facilities (as of the date hereof) and the facilities to be entered into in connection with the consummation of the transactions contemplated hereby (as of the Closing Date).

“Person” means an individual, a corporation, a partnership, an association, a limited liability company, a Governmental Authority, a trust or other entity or organization.

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“Purchased Shares” means, collectively, the Issued Shares and Secondary Shares.

“Reference Balance Sheet” means the audited consolidated balance sheet of the Company and the Subsidiaries dated as of the Balance Sheet Date and included in the Financial Statements.

“Registration Statement” means the registration statement on Form S-1 (File No. 333-197085), publicly filed by the Company with the SEC on June 27, 2014, as subsequently amended, including any prospectus filed pursuant to Rule 424 under the Securities Act, and any free writing prospectuses, relating to the IPO.

“Required Regulatory Approvals” means all approvals, waivers, consents, authorizations, notifications, reports or other filings required under the Antitrust Laws in the United States.

“SEC” means the United States Securities and Exchange Commission.

“Secondary Purchase Price” means an amount equal to the IPO Price multiplied by the number of Secondary Shares, which amount shall not exceed $150 million.

“Secondary Shares” means the Common Shares, if any and in aggregate, set forth on Schedule 1 (as such Schedule may be amended from time to time).

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Selling Stockholder Fundamental Representations” has the meaning set forth in Section 7.2(e).

“Selling Stockholder’s Purchase Price” means, in the case of each of the Selling Stockholders, an amount equal to the IPO Price multiplied by the number of Secondary Shares set forth opposite such Selling Stockholder’s name on Schedule 1.

“Selling Stockholders” has the meaning set forth in the Preamble.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 under Regulation S-X promulgated under the Securities Act.

“Stock Incentive Plan” means the Univar Inc. 2011 Stock Incentive Plan.

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“Stock Split” has the meaning set forth in the Recitals.

“Stockholders Agreement” has the meaning set forth in the Recitals.

“Subsidiary” means any Person of which the Company and/or one or more of the Subsidiaries directly or indirectly (i) owns in excess of fifty percent of the outstanding capital stock or (ii) possesses the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Tax Return” means any federal, state, local or foreign tax return, declaration, statement, report, schedule, form or information return or any amendment to any of the foregoing relating to Taxes.

“Taxes” means all federal, state, local or foreign income, alternative, capital stock, transfer, environmental, gross receipts, windfall profits, value added, severance, property, production, sales, use, duty, license, excise, franchise, employment, withholding, estimated or similar taxes, duties, fees, assessments or other governmental charges, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Taxing Authority” shall mean any Governmental Authority responsible for the administration or the imposition of any Tax.

“Termination Date” means September 30, 2015.

“Third Party” shall mean any Person other than Buyer, the Selling Stockholders, the Company, the Subsidiaries or any of their respective Affiliates.

“Underwriters” means the several underwriters named in the Underwriting Agreement.

“Underwriting Agreement” means the underwriting agreement the Company shall enter into in order to effect the IPO.

Section 1.2 Interpretation.

(a) Unless the express context otherwise requires:

(i) the words “party” or “parties” shall refer to the parties to this Agreement;

(ii) the words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

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(iii) any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning given to such term in this Agreement.

(iv) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(v) the terms “dollars” and “$” mean the currency of the United States of America;

(vi) references herein to a specific Section, Subsection, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Schedules or Exhibit of this Agreement;

(vii) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(viii) “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form;

(ix) references to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof;

(x) references herein to any gender include each other gender;

(xi) references to any Person include the successors and permitted assigns of that Person; and

(xii) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

(b) This Agreement shall be construed as being drafted by all of the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

Closing

Section 2.1 Sale and Purchase of Purchased Shares. At the Closing and on the terms and subject to conditions set forth in this Agreement, (a) the Company shall issue and sell to Buyer, and Buyer shall purchase from the Company, the Issued Shares for the Company Purchase Price and (b) the Selling Stockholders shall sell to Buyer, and Buyer

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shall purchase from the Selling Stockholders, the Secondary Shares for the Secondary Purchase Price, which Issued Shares and Secondary Shares shall be in book entry form and registered in the name of Buyer on the books of the Company by the Company’s transfer agent.

Section 2.2 Closing. The Closing will take place remotely via the exchange of documents and signatures after the satisfaction or waiver of each of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) concurrently with the closing of the IPO. The date on which the Closing actually occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date”.

Section 2.3 Payment of Purchase Price and Execution of Stockholders Agreement. At the Closing, (a) Buyer shall pay to the Company, by wire transfer of immediately available funds to an account designated by the Company at least five Business Days prior to the Closing Date, an amount equal to the Company Purchase Price; (b) Buyer shall pay to each Selling Stockholder, by wire transfer of immediately available funds to an account designated by such Selling Stockholder at least five Business Days prior to the Closing Date, an amount equal to such Selling Stockholder’s Purchase Price; and (c) each party hereto shall deliver to each other party the Stockholders Agreement, duly executed by such party.

ARTICLE III

Representations and Warranties of the Company

Except as set forth in the Disclosure Document and the Company Disclosure Letter, the Company hereby represents and warrants to Buyer as of the date hereof as follows:

Section 3.1 Organization, Due Authorization and Enforceability. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business. The Company is duly qualified to do business and is in good standing (where such concept is recognized) in each of the jurisdictions in which the nature of its business or the properties owned, leased or operated by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the consummation of the applicable transactions contemplated hereby have been duly and validly approved by the board of directors of the Company, and no additional organizational or shareholder authorization or consent on the part of the Company is required in connection with the execution, delivery or performance of this Agreement and the transactions contemplated hereby. This Agreement, when validly

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executed and delivered by the other parties hereto, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Company is not in violation of any provision of its Organizational Documents in any material respect.

Section 3.2 Consents and Approvals. Assuming the truth and accuracy of the representations and warranties of the Selling Stockholders and Buyer set forth in Section 4.2 and Section 5.2, respectively, no notices to, filings with, or authorizations, consents or approvals of, any Governmental Authority are necessary for the execution, delivery or performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) the Required Regulatory Approvals, (ii) those that may be required solely by reason of Buyer’s or the Selling Stockholders’ (as opposed to any other Third Party’s) participation in the transactions contemplated hereby and (iii) those the absence of which would not, individually or in the aggregate, reasonably be likely to result in a Company Material Adverse Effect.

Section 3.3 Non-Contravention. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not (i) violate any provision of the Organizational Documents of the Company or any of its Significant Subsidiaries, (ii) except pursuant to the Existing Stockholders Agreement, require any consent or approval of any Person under, result in or permit the termination of or a right of termination or cancellation under, the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of any Material Contract or any material Permit affecting, or relating in any way to, the assets or businesses of the Company, (iii) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) on the Assets, or (iv) assuming compliance with the matters referenced in Section 3.2, violate any Law, except, in the cases of clause (ii), (iii) and (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.4 Capitalization.

(a) As of the date hereof and without giving effect to the issuance of Common Shares under the IPO or the Stock Split, the authorized capital stock of the Company consists of 734,625,648 Common Shares, of which 198,940,997 Common Shares are issued and outstanding and of which 612,500 are Company Restricted Shares. As of the date hereof, 1,959,421 Common Shares were reserved for issuance under the Stock Incentive Plan. All of the issued and outstanding Common Shares are duly authorized, validly issued, fully paid and nonassessable. Each of the outstanding Company Options and Company Restricted Shares was granted under and in accordance with the terms of the Stock Incentive Plan.

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(b) Except for the Company Options and as set forth in Section 3.4(a), there are no outstanding (i) shares of capital stock of or other voting or equity interests in the Company, (ii) securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iii) options or other rights or agreements, commitments or understandings of any kind to acquire from the Company, or other obligation of the Company or any of the Subsidiaries to issue, transfer or sell, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (iv) except for the Existing Stockholders Agreement and the Employee Stock Subscription Agreements, voting trusts, proxies or other similar agreements or understandings to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of the Subsidiaries and (v) except for the Existing Stockholders Agreement and the Employee Stock Subscription Agreements, contractual obligations or commitments of any character to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in the Company or any of the Subsidiaries (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities.

Section 3.5 Issuance of the Issued Shares. The issuance, sale and delivery of the Issued Shares in accordance with this Agreement, has been, or will be on or prior to the Closing, duly authorized by all necessary corporate action on the part of the Company, and the Issued Shares have been duly reserved for issuance. The Issued Shares, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable, and free of Encumbrances other than restrictions imposed or created under this Agreement or the Stockholders Agreement, by applicable Law, or by Buyer.

Section 3.6 Private Offering. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or “blue sky” laws, will be required by the offer and sale of the Purchased Shares in the manner contemplated in Section 2.1. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or “blue sky” laws.

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Section 3.7 Disclosure Document. The Disclosure Document does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 3.8 Subsidiaries. Each material Subsidiary is duly organized, validly existing and in good standing (where such concept is recognized) under the laws of its jurisdiction of organization and has all requisite corporate or other organizational power and authority required to carry on its business. Each material Subsidiary is duly qualified to do business and is in good standing (where such concept is recognized) in each of the jurisdictions in which the nature of its business or the properties owned, leased or operated by it makes such qualification or licensing necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No material Subsidiary is in violation of any provision of its Organizational Documents except as would not, individually or in the aggregate, be expected to have a Company Material Adverse Effect.

Section 3.9 Intellectual Property.

(a) Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) to the Knowledge of the Company, in the past twelve months, the Company and the Subsidiaries have not infringed on the Intellectual Property rights of any person and (ii) there are no claims, proceedings or litigation pending or, to the Knowledge of the Company, threatened alleging infringement or misappropriation by the Company or any Subsidiary of any third-party Intellectual Property rights.

(b) Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and the Subsidiaries own all right, title and interest in and to, or have the right to use pursuant to a valid and enforceable written License, all Intellectual Property used in and necessary for the operation of their businesses as conducted as of the date of this Agreement, free and clear of all Encumbrances other than Permitted Encumbrances.

Section 3.10 Contracts. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, each contract or agreement to which the Company or any Subsidiary is a party that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date hereof (each, a “Material Contract”) is a valid and binding agreement of the Company or one of the Subsidiaries and is in full force and effect, and none of the Company, any of the Subsidiaries or, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of, or has provided or received any notice of any intention to terminate, any such Material Contract, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in an early termination thereof.

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Section 3.11 Insurance. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) all Company Insurance Policies are in full force and effect, (ii) all premiums payable under the Company Insurance Policies have been timely paid and (iii) the Company and the Subsidiaries have otherwise materially complied with the terms and conditions of the Company Insurance Policies. To the Knowledge of the Company, since the time any Company Insurance Policy was last renewed or issued, there has not been any threatened termination of, premium increase with respect to or alteration of coverage under any Company Insurance Policy.

Section 3.12 Financial Statements; No Undisclosed Liabilities.

(a) The Company has made available to Buyer complete and correct copies of the Financial Statements, together with the report of the Company’s independent auditors thereon with respect to the Audited Financial Statements. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Company and the Subsidiaries at and for the respective periods indicated (subject, in the case of the unaudited Financial Statements, to normal year-end adjustments).

(b) Neither the Company nor any of the Subsidiaries has any Liabilities that would be required to be set forth on or reserved against in a consolidated balance sheet of the Company and the Subsidiaries prepared in accordance with GAAP, except (i) Liabilities disclosed or reserved against in the Reference Balance Sheet or specifically disclosed in the notes thereto, (ii) Liabilities that were incurred after the Balance Sheet Date in the ordinary course of business, (iii) Liabilities that have not had and would not, individually and in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (iv) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby.

(c) The Company and the Subsidiaries have devised and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (iii) access to their property and assets is permitted only in accordance with management’s general or specific authorization and (iv) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

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(d) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s disclosure practices committee by others within those entities; and such disclosure controls and procedures are effective at a reasonable assurance level.

Section 3.13 Absence of Changes. Since the Balance Sheet Date and prior to the date hereof, the businesses of the Company and the Subsidiaries have been conducted in the ordinary course of business consistent with past practice and there has not been any change, event, effect or occurrence (or with respect to any change, event, development, effect or occurrence existing prior to the date of the Balance Sheet Date, any worsening thereof) that has had or would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.14 Litigation.

(a) As of the date hereof, there is no Litigation pending or, to the Knowledge of the Company, threatened against, or affecting, the Company, any of the Subsidiaries or any of the Assets that has had or would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) As of the date hereof, there are no settlement agreements or similar written agreements with any Governmental Authority, and no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority, against or affecting the Company, any of the Subsidiaries or any of the Assets, except those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.15 Compliance with Laws; Licenses and Permits.

(a) Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and the Subsidiaries are operated in compliance with all applicable Laws and, to the Knowledge of the Company, are not under investigation with respect to any violation of any applicable Laws.

(b) To the Knowledge of the Company, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) the Company and the Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as presently conducted, (ii) the Permits are valid and in full force and effect, and (iii) neither the Company nor any of the Subsidiaries is in default under the Permits.

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(c) The Company makes no representation or warranty in this Section 3.15 with respect to intellectual property, litigation, environmental matters, employee benefit matters or Tax matters, which matters are exclusively addressed in Section 3.9, Section 3.14, Section 3.16, Section 3.17, Section 3.18 and Section 3.19, respectively.

Section 3.16 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:

(a)(i) Each of the Company and the Subsidiaries is, and since January 1, 2013, has been, in compliance with all Environmental Laws and has obtained, and is in compliance with, all applicable Permits required under Environmental Laws for the Company’s business as currently operated and (ii) no notice of violation or notification of liability or potential liability under Environmental Laws has been received by the Company; and

(b) Since January 1, 2013, the Company and the Subsidiaries have not released any Hazardous Substances at, on, above, under or from any properties currently or formerly owned, operated or used by the Company or any of the Subsidiaries that has resulted in or would reasonably be expected to result in any investigation, remediation or Litigation.

Section 3.17 Employees, Labor Matters, etc. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of the Subsidiaries as of the date hereof. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and each of the Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification and wages and hours.

Section 3.18 Employee Benefit Plans and Related Matters; ERISA.

(a) Qualification. Each Benefit Plan intended to be qualified under section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to result in any revocation of, or a change to, such determination letter.

(b) Compliance with Law. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, each Benefit Plan has been operated in accordance with its terms and applicable Law.

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(c) Contributions. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) all contributions required to be made by the Company or any of its Affiliates to any Benefit Plan have been made prior to the due date thereof, and (ii) each Benefit Plan that is subject to the minimum funding standards of the Code or ERISA satisfies such standards under sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained.

(d) Title IV Liability. Neither the Company nor any of the Subsidiaries could reasonably be expected to incur any material liability by reason of being treated as a single employer with any Person other than the Company and the Subsidiaries under Section 414(b), (c) or (m) of the Code.

(e) Claims; Audits or Investigations. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) other than routine claims for benefits, there are no pending or, to the Knowledge of the Company, threatened claims by or on behalf of any participant in any of the Benefit Plans, or otherwise involving any Benefit Plan or the assets of any Benefit Plan; and (ii) none of the Benefit Plans is presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign.

Section 3.19 Tax Matters. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:

(a) All Tax Returns required to be filed by, on behalf of, or with respect to the Company or any of the Subsidiaries have been duly and timely filed (taking into account valid extensions) and are complete and correct in all material respects;

(b) All Taxes required to be paid by the Company or any of the Subsidiaries have been duly and timely paid; and

(c) All Taxes required to be withheld by the Company or any of the Subsidiaries have been duly and timely withheld, and such withheld Taxes have been either duly and timely paid to the proper Governmental Authority or properly set aside in accounts for such purpose.

Section 3.20 Real Property.

(a) Owned Real Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company or a Subsidiary has good, valid and marketable fee simple title to all of the real property owned by the Company or a Subsidiary as of the date of this Agreement, free and clear of any Encumbrance other than Permitted Encumbrances.

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(b) Leased Real Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and the Subsidiaries, as applicable, have good and valid title to the leasehold estate under all leases to which either the Company or any Subsidiary is a party, free and clear of any Encumbrances other than Permitted Encumbrances.

Section 3.21 No Other Representations or Warranties. Except for the representations and warranties contained in this Article III, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company in connection with the transactions contemplated by this Agreement, and the Company hereby disclaims any such representation or warranty, whether made by the Company or any other Person on behalf of the Company, notwithstanding the delivery or disclosure to Buyer or any other Person of any documentation or other information by the Company or any other Person in connection with the transactions contemplated by this Agreement.

ARTICLE IV

Representations and Warranties of the Selling Stockholders

Each Selling Stockholder severally, and not jointly, represents and warrants to Buyer as follows:

Section 4.1 Due Authorization and Enforceability.

(a) Such Selling Stockholder has all requisite organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b) The execution, delivery and performance by such Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of such Selling Stockholder and no additional organizational or shareholder authorization or consent on the part of such Selling Stockholder is required in connection with the execution, delivery and performance by such Selling Stockholder of this Agreement.

(c) This Agreement, when executed and delivered by the other parties hereto, constitutes a valid and legally binding obligation of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except to the extent that such enforceability may be subject to the Bankruptcy and Equity Exception.

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Section 4.2 Consents and Approvals. Assuming the truth and accuracy of the representations and warranties of the Company, Buyer and the other Selling Stockholders, if any, set forth in Section 3.2, Section 5.2 and this Section 4.2, respectively, no notices to, filings with, or authorizations, consents or approvals of, any Governmental Authority are necessary for the execution, delivery or performance by such Selling Stockholder of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the Required Regulatory Approvals, (ii) those that may be required solely by reason of the Company’s, Buyer’s or the other Selling Stockholders’ (as opposed to any other Third Party’s) participation in the transactions contemplated hereby and (iii) those the absence of which would not, individually or in the aggregate, reasonably be likely to impair in any material respect the consummation of such Selling Stockholder’s obligations hereunder.

Section 4.3 Non-Contravention. The execution, delivery and performance by such Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby does not and will not (i) violate any provision of the Organizational Documents of such Selling Stockholder or (ii) assuming compliance with the matters referenced in Section 4.2, violate any Law, except, in the case of clause (ii), as would not reasonably be expected to impair in any material respect the consummation of such Selling Stockholder’s obligations hereunder.

Section 4.4 Title to Shares. Immediately prior to the Closing, such Selling Stockholder will be the beneficial or record holder of the Common Shares to be sold by such Selling Stockholder hereunder with full dispositive power thereover, and holds, and will hold, such Common Shares free and clear of all Encumbrances.

Section 4.5 No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, neither such Selling Stockholder nor any other Person makes any other express or implied representation or warranty on behalf of such Selling Stockholder.

ARTICLE V

Representations and Warranties of Buyer

Buyer represents and warrants to the Company and the Selling Stockholders as follows:

Section 5.1 Organization, Due Authorization and Enforceability.

(a) Buyer is a corporation duly organized, validly existing and in good standing (where and if applicable) under the laws of Singapore, with all requisite organizational power and authority to own and operate and to carry on its business.

(b) Buyer has all requisite organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

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(c) The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of Buyer and no additional organizational or shareholder authorization or consent on the part of Buyer is required in connection with the execution, delivery and performance by Buyer of this Agreement.

(d) This Agreement, when executed and delivered by the other parties hereto, constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that such enforceability may be subject to the Bankruptcy and Equity Exception.

Section 5.2 Consents and Approvals. Assuming the truth and accuracy of the representations and warranties of the Company and the Selling Stockholders set forth in Section 3.2 and Section 4.2, respectively, no notices to, filings with, or authorizations, consents or approvals of, any Governmental Authority are necessary for the execution, delivery or performance by Buyer of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the Required Regulatory Approvals, (ii) those that may be required solely by reason of the Company’s or the Selling Stockholders’ (as opposed to any other Third Party’s) participation in the transactions contemplated hereby and (iii) those the absence of which would not, individually or in the aggregate, reasonably be likely to impair in any material respect the consummation of Buyer’s obligations hereunder.

Section 5.3 Non-Contravention. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby does not and will not (i) violate any provision of the Organizational Documents of Buyer or (ii) assuming compliance with the matters referenced in Section 5.2, violate any Law, except, in the case of clause (ii), as would not reasonably be expected to impair in any material respect the consummation of Buyer’s obligations hereunder.

Section 5.4 Sufficient Funds. Buyer has, and at the Closing will have, sufficient funds to pay the Aggregate Purchase Price, to make the payments required under Section 2.3 and to effect all other transactions contemplated by this Agreement.

Section 5.5 Accredited Investor; Acquisition for Investment. Buyer is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Common Shares acquired by Buyer pursuant to this Agreement are being acquired for investment only for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of any Federal, state or foreign securities laws, in each case to the extent applicable. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Common Shares and is capable of bearing the economic risks of such investment.

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ARTICLE VI

Covenants

Section 6.1 Conduct of Business. During the period from the date hereof to the Closing, except as (i) expressly permitted or required by this Agreement, (ii) Buyer otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or (iii) as required by applicable Law, the Company shall, and shall cause each of the Subsidiaries to, operate in the ordinary course of business.

Section 6.2 Regulatory Approvals and Third Party Consents.

(a) Each party hereto shall (and the Company shall cause the Subsidiaries to) cooperate and (i) use their respective best efforts to obtain all approvals, consents, waivers and authorizations (including the Required Regulatory Approvals) required to be obtained from any Governmental Authority in order to consummate the transactions contemplated hereby (including the Closing), and (ii) otherwise act in good faith in connection with the performance of their obligations under this Agreement, use their respective best efforts to take or cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for the Company, Buyer or the Selling Stockholders, as the case may be, to fulfill and perform its obligations in respect of this Agreement, to cause the conditions to its obligations set forth in this Article VI to be satisfied and otherwise to consummate the transactions contemplated hereby.

(b) The parties hereto shall make or cause to be made, as promptly as practicable, all filings and submissions required to obtain all Required Regulatory Approvals or otherwise required by any other applicable Laws that, as of the date of this Agreement, have not yet been filed in connection with this Agreement or the transactions contemplated hereby and shall file any additional certification, information and document requested as soon as practicable after receipt of such request therefor and in any event, consistent with any deadline imposed under all applicable Laws. Each of the parties shall pay or cause to be paid its own filing fees incurred in connection with obtaining the Required Regulatory Approvals.

(c) The parties hereto and their respective Affiliates shall not extend any waiting period or comparable period under any Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto.

(d) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby.

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(e) Buyer and the Selling Stockholders shall, and the Company shall (and the Company shall cause the Subsidiaries to, if applicable), cooperate with each other and, subject to the Confidentiality Agreement and except where prohibited by applicable Law, shall furnish to each other all information necessary or desirable in connection with obtaining any approvals, consents, waivers or authorizations from any Governmental Authority or other Persons or making any filings or submissions with any Governmental Authority required in order to consummate the transactions contemplated hereby, and in connection with resolving any investigation or other inquiry by any Governmental Authority under any Laws with respect to this Agreement or the transactions contemplated hereby. Subject to the Confidentiality Agreement and except where prohibited by applicable Law, each party shall promptly inform each other party of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such approvals, consents, waivers, authorizations or filings.

Section 6.3 Further Assurances. From time to time after the Closing Date, each party hereto shall promptly execute, acknowledge and deliver any other assurances or documents or instruments of transfer as may be necessary or otherwise reasonably requested by the other parties hereto to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the transactions contemplated hereby, or otherwise to carry out the intent and purposes of this Agreement. None of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent consummation of the transactions contemplated by this Agreement.

Section 6.4 Notification of Certain Matters. Subject to applicable Law, during the period from the date hereof to the Closing, (i) the Company shall notify Buyer of any change, effect, event, development or occurrence arising after the date of this Agreement that, to the Knowledge of the Company, would reasonably be expected to result in the failure of any of the conditions set forth in Article VII to be satisfied and (ii) Buyer shall notify the Company of any change, effect, event, development or occurrence arising after the date of this Agreement that, to the knowledge of Buyer, would reasonably be expected to result in the failure of any of the conditions set forth in Article VII to be satisfied.

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Section 6.5 Fees and Expenses. Except as otherwise expressly provided in this Agreement, each party hereto shall pay or cause to be paid its own costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

Section 6.6 Use of Proceeds. The Company shall use the combined proceeds of the sale of the Issued Shares and the sale of Common Shares in the IPO and other readily available funds, if necessary, to repay, no later than 5 Business Days after the Closing, the Company’s senior subordinated notes due September 30, 2017 and the Company’s senior subordinated notes due June 30, 2018.

ARTICLE VII

Conditions to Closing

Section 7.1 Conditions to the Obligations of the Parties. The obligations of the parties hereto to effect the Closing are subject to the satisfaction (or written waiver) prior to or at the Closing of the following conditions:

(a) No Injunction or Order. No court or other Government Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law, determination, injunction or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby.

(b) Required Regulatory Approvals. All Required Regulatory Approvals shall been obtained.

(c) IPO. The Registration Statement shall have been declared effective by the SEC. The IPO shall have been consummated and at least 20 million IPO Shares shall have been sold, exclusive of any IPO Shares sold to the Underwriters who have elected to exercise their “greenshoe” option to purchase additional Common Shares.

Section 7.2 Conditions to the Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction (or written waiver) prior to or at the Closing of the following conditions:

(a) Representations and Warranties of the Company. Other than the representations and warranties of the Company set forth in Section 3.1, Section 3.4(a), Section 3.4(b), Section 3.5 and Section 3.13 (collectively, the “Fundamental Representations”), each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though made on the Closing Date

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(except to the extent such representations and warranties speak as of an earlier date in which case as of such earlier date), except in all cases where the failure of such representations and warranties to be so true and correct has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Fundamental Representations shall be true and correct in all respects (except, in the case of Section 3.4(a), for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties speak as of an earlier date in which case as of such earlier date).

(b) Covenants. Each of the covenants and agreements of the Company to be performed on or prior to the Closing shall have been duly performed in all material respects.

(c) No Company Material Adverse Effect. No change, effect, event, development or occurrence shall have occurred since the date hereof that has had a Company Material Adverse Effect.

(d) Certificate. Buyer shall have received a certificate signed by a senior executive officer of the Company to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied.

(e) Representations, Warranties and Covenants of the Selling Stockholders. Other than the representations and warranties of the Selling Stockholders set forth in Section 4.1 and Section 4.4 (the “Selling Stockholder Fundamental Representations”), each of the representations and warranties of the Selling Stockholders contained in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties speak as of an earlier date in which case as of such earlier date) except in all cases where the failure of such representations and warranties to be so true and correct has not and would not reasonably be expected to impair in any material respect the consummation of the Selling Stockholders’ obligations hereunder. Each of the Selling Stockholder Fundamental Representations shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties speak as of an earlier date in which case as of such earlier date). Each of the covenants and agreements of the Selling Stockholders to be performed on or prior to the Closing shall have been duly performed in all material respects.

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(f) IPO. The Company shall have confirmed in writing that, based on information received from the Underwriters as of the Closing Date, at least 17 million IPO Shares, exclusive of any IPO Shares purchased by the Underwriters who have elected to exercise their “greenshoe” option to purchase additional Common Shares, have been sold by the Underwriters to “institutional book” investors, including Qualified Institutional Buyers, as such term is defined in Rule 144A under the Securities Act.

Section 7.3 Conditions to the Obligations of the Company and the Selling Stockholders. The obligations of the Company and the Selling Stockholders to effect the Closing is subject to the satisfaction (or written waiver) prior to or at the Closing of the following conditions:

(a) Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties speak as of an earlier date in which case as of such earlier date), except in all cases where the failure of such representations and warranties to be so true and correct has not and would not reasonably be expected to impair in any material respect the consummation of Buyer’s obligations hereunder.

(b) Covenants. Each of the covenants and agreements of Buyer to be performed on or prior to the Closing shall have been duly performed in all material respects.

(c) Certificate. The Company and the Selling Stockholders shall have received a certificate, signed by a duly authorized officer of Buyer and dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.

ARTICLE VIII

Termination

Section 8.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by written agreement of the parties hereto; or

(b) by any party hereto, if the Closing shall not have occurred on or prior to the Termination Date.

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Section 8.2 Effect of Termination. In the event of the termination of this Agreement in accordance with Section 8.1, this Agreement shall thereafter become void and have no effect, and no party hereto shall have any liability to the other parties hereto or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of such party (if applicable) contained in Section 9.2, Section 9.3, Section 9.5, Section 9.6, Section 9.7, Section 9.8, Section 9.9, Section 9.10, Section 9.11, Section 9.12 and Section 9.14 (and any related definitional provisions set forth in Article I)); provided that no such termination shall relieve any party hereto from liability for any material breach of this Agreement or bad faith conduct that occurred prior to, or in connection with, such termination.

ARTICLE IX

Miscellaneous

Section 9.1 No Survival of Representations and Warranties. Neither the representations and warranties set forth in Article III, including, for the avoidance of doubt, any disclosures in respect thereof in the Company Disclosure Letter or the Disclosure Document, Article IV or Article V nor any rights arising out of any breach of any such representations and warranties shall survive the Closing, and no Person shall have any liability or other obligation in connection with any such representation or warranty following the Closing.

Section 9.2 Notices. All notices and communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by a national courier service (with signed confirmation of receipt), or if sent by facsimile or electronic mail, provided that a confirmation of the effective transmission of the facsimile or electronic mail by personal delivery, by registered or certified mail or by a national courier service is promptly received, to the Person at the applicable address or facsimile number set forth below:

To the Company:

Univar Inc.

3075 Highland Parkway, Suite 200

Downers Grove, IL 60515

Attn:         General Counsel

Facsimile: 331-777-6293

Email:       steve.landsman@univar.com

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With a copy to (which shall not constitute notice to the Company):

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attn:         Paul S. Bird

Facsimile: (212) 909-6435

Email:       psbird@debevoise.com

To Buyer:

Dahlia Investments Pte. Ltd.

60B Orchard Road

#06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Attn:         Juliet Teo

Email:       juliett@temasek.com.sg

With a copy to (which shall not constitute notice to Buyer):

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn:         Robert P. Davis

Facsimile: 212-225-3999

Email:       rdavis@cgsh.com

To a Selling Stockholder, to such address as is set forth on Schedule 1.

With a copy to (which shall not constitute notice to such Selling Stockholder):

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attn:         Paul S. Bird

Facsimile: (212) 909-6435

Email:       psbird@debevoise.com

Any party hereto may change the address or the persons to whom notices or copies hereunder shall be directed by providing written notice to the other parties hereto of such change in accordance with this Section 9.1.

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Section 9.3 Amendment; Waiver. Subject to the last sentence of this Section 9.3 and except as otherwise provided in Section 9.13, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any waiver or single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein proved shall be cumulative and not exclusive of any rights or remedies herein, except to the extent otherwise provided herein. Schedule 1 may be amended by the Company and the Selling Stockholders from time to time prior to the Closing to reflect the addition of any Selling Stockholder and the number of Secondary Shares to be sold by such Selling Stockholder or any change to the number of Secondary Shares to be sold by any Seller Stockholder, it being understood that the aggregate amount of Secondary Shares to be sold under this Agreement shall not exceed $150 million divided by the IPO Price, rounded to the nearest whole number. In the case of an addition of a Selling Stockholder, such Selling Stockholder shall execute a joinder to this Agreement. Any such amendment to Schedule 1 or joinder of a Selling Stockholder shall be effective once notice of the same is delivered to Buyer.

Section 9.4 No Assignment or Benefit to Third Parties; Restrictions on Certain Transactions. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party hereto may assign any of its rights or delegate any of its obligations under this Agreement by operation of Law or otherwise, without the prior written consent of the other parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement. Any purported assignment in contravention of this Section 9.4 shall be null and void.

Section 9.5 Entire Agreement. This Agreement (including all Exhibits hereto) together with the Stockholders Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, except that the Confidentiality Agreement shall remain in effect until the Closing without regard to the execution of this Agreement.

Section 9.6 Public Disclosure. Notwithstanding anything to the contrary contained herein, except as may be required (a) to comply with the requirements of any applicable Law, (b) to comply with the requirements of any material Contracts of the Company or the Subsidiaries (including requirements under the Existing Credit Facilities), (c) to obtain consents and approvals, and to provide such notices, necessary to consummate the transactions contemplated by this Agreement, (d) in connection with the Selling Stockholders’, or any of their Affiliates’, respective fund raising, marketing, reporting or compliance activities, from and after the date hereof, and (e) to disclose the

30

existence of the material terms of this Agreement and the Stockholders Agreement in an amendment to the Company’s Form S-1 registration statement, no press release or similar public announcement or communication shall be made or caused to be made relating to this Agreement or any of the terms hereof, unless specifically approved in advance by the parties hereto. For the avoidance of doubt, the Confidentiality Agreement shall remain in effect until the Closing without regard to the execution of this Agreement.

Section 9.7 Schedules. The Company Disclosure Letter and all Exhibits or other documents expressly incorporated into this Agreement are hereby incorporated into this Agreement and are hereby made a part hereof as set out in full in this Agreement. Any item disclosed in the Company Disclosure Letter shall be deemed to have been disclosed with respect to the indicated section in this Agreement as well as every other section in this Agreement if the relevance of such disclosure to such other section is reasonably apparent. The inclusion of information in the Company Disclosure Letter shall not be construed as an admission that such information is material or adverse to any of the Company or the Subsidiaries. In addition, matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specification of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item or matter in the Company Disclosure Letter is intended to imply that such amount, or higher or lower amounts, or the item or matter so included or other items or matters, are or are not material or in the ordinary course of business (except where expressly stated in the relevant representation, warranty or covenant), nor shall such information be deemed to establish a standard of materiality or a basis for interpreting terms such as “material,” “materially,” “materiality,” “Company Material Adverse Effect,” or any similar qualification in the Agreement, and such information shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy.

Section 9.8 Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereto irrevocably submits to the exclusive jurisdiction of (a) any court of the State of New York located in New York County, New York and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, for the purposes of any proceeding arising out of or relating to this Agreement or the consummation of the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each party irrevocably and unconditionally agrees that all claims in respect of such proceeding may be heard in such state court or, to the extent permitted by applicable Law, in such federal court. Each

31

party agrees to commence any such proceeding either in the United States District Court for the Southern District of New York (and appellate courts thereof) or, if such proceeding may not be brought in such court for jurisdictional reasons, in any court of the State of New York located in New York County, New York (and appellate courts thereof). Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which such party has submitted to jurisdiction in this Section 9.8. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the consummation of the transactions contemplated hereby, in any court referred to in the first sentence of this Section 9.8 and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 9.9 Waiver of Trial by Jury. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.9.

Section 9.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

Section 9.11 Headings. The heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

Section 9.12 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) the parties hereto shall negotiate in good faith to agree upon a suitable and equitable provision to be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

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Section 9.13 Specific Performance. Each of the parties hereto acknowledges and agrees that a violation of any of the terms of this Agreement will cause the other parties hereto irreparable injury for which adequate remedy at Law is not available. Accordingly, it is agreed that each of the parties hereto will be entitled to specific performance, injunction, restraining order or other equitable relief, without the posting of any bond, to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in addition to any other remedy to which they may be entitled at Law or equity. Each of the parties hereto hereby waives, in any action for specific performance, the defense of adequacy of a remedy at law and the posting of any bond or other security in connection therewith.

Section 9.14 Certain Acknowledgment and Agreement by Buyer.

(a) Buyer acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company, the Subsidiaries and their respective businesses and assets, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company, the Subsidiaries and their respective businesses and assets as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as it deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and has received satisfactory answers to such questions.

(b) In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and the Selling Shareholders set forth in Article III and Article IV, respectively, and Buyer acknowledges that, except for the representations and warranties set forth in Article III and Article IV, (i) neither the Company nor any of the Subsidiaries nor any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives or any Person acting on its behalf, makes or has made any representation or warranty, either express or implied, (A) as to the accuracy or completeness of any of the information heretofore or hereafter provided or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates or (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company and any of the Subsidiaries heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates

33

and (ii) it has not been induced by or relied upon any representation, warranty or other statement, express or implied, made by the Company or any of the Subsidiaries, or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives or any other Person.

(c) The Purchased Shares have not been registered under the Securities Act or any state securities Laws, and may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act (except pursuant to an exemption from such registration available under the Securities Act) and without compliance with foreign securities Laws, in each case, to the extent applicable.

[Signature page follows.]

34

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

UNIVAR INC.
By:	/s/ J. Erik Fyrwald
	Name: J. Erik Fyrwald
	Title: Chief Executive Officer

[Signature Page to Stock Purchase Agreement]

DAHLIA INVESTMENTS PTE. LTD.
By:	/s/ Seah Seow Ling
	Name: Seah Seow Ling
	Title: Director

[Signature Page to Stock Purchase Agreement]

UNIVAR N.V.
By:	/s/ Henk Schop
	Name: Henk Schop
	Title: Director

[Signature Page to Stock Purchase Agreement]

Schedule 1

Selling Stockholders

Selling Stockholder	Number of Secondary Shares to be sold1
Univar N.V. 712 Fifth Avenue 43rd Floor New York NY 10019 Attn: Lars Haegg Facsimile:1-212-265-6375 Email: LHaegg@cvc.com

¹  The number, if any, of Secondary Shares to be sold by Univar N.V. and any other Selling Stockholders shall be determined no later than the second Business Day prior to the Closing Date.

Exhibit A

Form of Stockholders Agreement

Exhibit B

Company Disclosure Letter

Exhibit C

Disclosure Document

EX-99.3

Exhibit 3

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

This First Amendment (the “Amendment”) to the Stock Purchase Agreement, dated as of June 1, 2015 (the “Agreement”), by and among Univar Inc. (the “Company”), Univar N.V. (the “Selling Stockholder”) and Dahlia Investments Pte. Ltd. (“Buyer”) is made and entered into as of June 19, 2015.

W I T N E S S E T H:

WHEREAS, the Company, the Selling Stockholder and Buyer desire to amend the Agreement in accordance with Section 9.3 of the Agreement by modifying the amount of Secondary Shares to be sold and the price therefor and replacing Schedule 1 and Exhibit A of the Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Section 1. Sale of Secondary Shares

a) The second recital of the Agreement is hereby deleted and replaced with the following:

“WHEREAS, Buyer desires to purchase from the Selling Stockholders, and the Selling Stockholders desire to sell to Buyer, five million Secondary Shares, concurrently with the consummation of the IPO, at a price per share equal to the Secondary Share Price and on the terms and subject to the conditions set forth in this Agreement;”

b) The definition of “Secondary Purchase Price” is hereby deleted and replaced with the following:

“ “Secondary Purchase Price” means $103,950,000.”

c) The definition of “Selling Stockholder’s Purchase Price” is hereby deleted and replaced with the following:

“ “Selling Stockholder’s Purchase Price” means, in the case of each of the Selling Stockholders, an amount equal to the Secondary Share Price multiplied by the number of Secondary Shares set forth opposite such Selling Stockholder’s name on Schedule 1.”

d) The following definition is hereby added to Section 1.1 of the Agreement:

“ “Secondary Share Price” means $20.79.”

e) The fourth sentence of Section 9.3 of the Agreement is hereby deleted and replaced with the following:

“Schedule 1 may be amended by the Company and the Selling Stockholders from time to time prior to the Closing to reflect the addition of any Selling Stockholder and the number of Secondary Shares to be sold by such Selling Stockholder or any change to the number of Secondary Shares to be sold by any Seller Stockholder, it being understood that the aggregate amount of Secondary Shares to be sold under this Agreement must be equal to five million.”

Section 2. Stockholders Agreement.

a) The fourth recital of the Agreement is hereby deleted and replaced with the following:

“WHEREAS, in connection with the consummation of the sale by the Company and the Selling Stockholders and the purchase by Buyer of the Purchased Shares (the “Closing”) and the IPO, the Company, Buyer, and certain Selling Stockholders will enter into a Stockholders Agreement substantially in the form attached hereto as Exhibit A (the “Stockholders Agreement”), which Stockholders Agreement will also be binding on the other “Stockholders” (as defined in the Stockholders Agreement) named therein.”

b) Clause (c) of Section 2.3 of the Agreement is hereby deleted and replaced with the following:

“each party hereto that is a contemplated signatory to the Stockholders Agreement shall deliver to each other party the Stockholders Agreement, duly executed by such party.”

c) Exhibit A of the Agreement is hereby amended by replacing it with the exhibit attached hereto as Annex A.

Section 3. Schedule 1. Schedule 1 of the Agreement is hereby amended by replacing it with the schedule attached hereto as Annex B.

2

ARTICLE II

MISCELLANEOUS

Section 1. Defined Terms. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Agreement.

Section 2. Effect on the Agreement. Except as expressly amended or modified by this Amendment, all terms, conditions and covenants contained in the Agreement remain in full force and effect.

Section 3. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto.

Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws.

[Signature Page Follows]

3

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

UNIVAR INC.
By:	/s/ Stephen Landsman
Name:	Stephen N. Landsman
Title:	Executive Vice President, General Counsel
	and Secretary

UNIVAR N.V.
By:	/s/ Henk Schop
Name:	Henk Schop
Title:	Director

[Signature Page to SPA Amendment]

DAHLIA INVESTMENTS PTE. LTD.
By:	/s/ Poy Weng Chuen
Name:	Poy Weng Chuen
Title:	Director

[Signature Page to SPA Amendment]

ANNEX A

FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

of

UNIVAR INC.

Dated as of June [•], 2015

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01.	Definitions		2
Section 1.02.	Interpretation		10
ARTICLE II
BOARD OF DIRECTORS
Section 2.01.	Management Under Direction of the Board		10
Section 2.02.	Composition of the Board; Observers		11
Section 2.03.	Chairman		15
Section 2.04.	Committees of the Board		15
ARTICLE III
OFFICERS; INFORMATION RIGHTS
Section 3.01.	Officers		16
Section 3.02.	Annual Business Plan		17
Section 3.03.	Periodic Reports		17
Section 3.04.	Access		18
ARTICLE IV
TRANSFERS
Section 4.01.	Restriction on Transfers		18
ARTICLE V
REGISTRATION RIGHTS
Section 5.01.	Coordination Committee		20
Section 5.02.	Demand Registration		21
Section 5.03.	Piggyback Registrations		25
Section 5.04.	S-3 Shelf Registration		26
Section 5.05.	Suspension Periods		29
Section 5.06.	Holdback Agreements		30

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TABLE OF CONTENTS

(Cont’d)

		Page
Section 5.07.	Registration Procedures		31
Section 5.08.	Registration Expenses		36
Section 5.09.	Indemnification		37
ARTICLE VI
LIMITATION ON LIABILITY; EXCULPATION
Section 6.01.	Liabilities of the Company		40
Section 6.02.	Waiver of Fiduciary Duties		40
Section 6.03.	Duties and Liabilities of Covered Persons; Exculpation		41
Section 6.04.	Indemnification		41
Section 6.05.	Advancement of Expense		42
Section 6.06.	Notice of Proceedings		43
Section 6.07.	Insurance		43
ARTICLE VII
CONFIDENTIALITY; PUBLICITY; NON-SOLICITATION
Section 7.01.	Confidential Information		44
Section 7.02.	Publicity		45
Section 7.03.	Non-Solicit		45
ARTICLE VIII
TERMINATION
Section 8.01.	Termination		45
ARTICLE IX
GOVERNING LAW AND CONFLICT RESOLUTION
Section 9.01.	Governing Law		46
Section 9.02.	Specific Performance		46
ARTICLE X
REPRESENTATIONS AND WARRANTIES
Section 10.01.	Organization, Standing and Power		47
Section 10.02.	Consents and Approvals		47
Section 10.03.	Non-Contravention		47
Section 10.04.	No Litigation		47

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TABLE OF CONTENTS

(Cont’d)

		Page
ARTICLE XI
MISCELLANEOUS
Section 11.01.	Successors and Assigns		48
Section 11.02.	Amendments; Waiver		48
Section 11.03.	Notices		49
Section 11.04.	Integration; Interpretation		52
Section 11.05.	Severability		52
Section 11.06.	Counterparts		52
Section 11.07.	No Third Party Beneficiaries		53

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THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as amended and restated from time to time according to its terms, this “Agreement”), dated as of [•], 2015, relating to Univar Inc., a Delaware corporation (the “Company”), is entered into by and among the Company, CD&R Univar Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), Univar N.V., a limited liability company (naamloze vennootschap) organized under the laws of the Netherlands and with corporate seat in Rotterdam, the Netherlands (“Univar NV”), Dahlia Investments Pte. Ltd. (“Temasek Investor”), and each of the stockholders of the Company whose name appears on Annex A hereto (together with and each Person that subsequently executes an Accession Agreement, the “Stockholders” and each, individually, a “Stockholder”).

W I T N E S S E T H

WHEREAS, the Company entered into a Stockholders Agreement, dated as of November 30, 2010, with CD&R Investor, the other CD&R Investor Parties and Univar NV, as further amended and restated on December 20, 2010, in connection with the admission of the Mezzanine Investors as stockholders of the Company and their becoming parties to this Agreement, as further amended and restated on March 10, 2011 in connection with the admission of the Goldman Sachs Investors and their becoming parties to this Agreement, as further amended and restated on June 27, 2012 in connection with the admission of the Management Stockholder and it becoming party to this Agreement (the “Original Agreement”);

WHEREAS, in connection with the initial public offering of the shares of the Company’s common stock, par value $0.01 per share (the “Shares”), CD&R Investor, Univar NV, Temasek Investor, the Stockholders and the Company desire to amend and restate the Original Agreement as provided herein to set forth their respective rights and obligations; and

WHEREAS, pursuant to Section 13.02 of the Original Agreement, this amendment and restatement of the Original Agreement has been approved by Stockholders holding a majority of the Shares and has been unanimously approved by CD&R Investor and Univar NV.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions. The following terms shall, for the purposes of this Agreement, have the following meanings:

“Accession Agreement” means an agreement with a prospective additional Stockholder accepting all of the terms and conditions of this Agreement.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise. For the purpose of this Agreement, the Company and each other member of the Group shall not be deemed an Affiliate of any of the Stockholders. For the purposes of this Agreement, CD&R Manager shall be deemed an Affiliate of each CD&R Investor Party and each of the CVC GPs shall be deemed an Affiliate of Univar NV. For the purposes of this Agreement, each of CVC Ulysses and Parcom and their respective Affiliates (other than the Company and its Subsidiaries) shall be deemed Affiliates of Univar NV. For the purposes of Article VII, any reference to Temasek Investor’s Affiliates shall mean its ultimate holding company, Temasek Holdings, and Temasek Holdings’ direct and indirect wholly owned companies whose boards of directors or equivalent governing bodies are comprised solely of nominees or employees of (A) Temasek Holdings; (B) Temasek Pte. Ltd; and/or (C) wholly owned direct or indirect subsidiaries of Temasek Pte. Ltd.

“Agreement” has the meaning given such term in the Preamble.

“Annual Business Plan” has the meaning set forth in Section 3.01.

“Auditor” means Ernst & Young LLP or another independent certified public accounting firm of recognized international standing and reputation appointed as the auditor of the Company.

“Automatic Shelf Registration Statement” has the meaning given such term in Section 5.04(g).

“Board” means, as of any date, the board of directors of the Company as of such date.

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“Business” means the global chemical distribution business of the Group.

“Business Day” means any day (other than a Saturday or Sunday) on which banks in New York City and Singapore are permitted under applicable Law to be open and transact business.

“Capital Stock” means, with respect to any entity, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in the equity of such entity.

“CD&R Fund VIII” means Clayton, Dubilier & Rice Fund VIII, L.P.

“CD&R Investor” has the meaning given such term in the Preamble.

“CD&R Investor Directors” has the meaning given such term in Section 2.02(a)(vii).

“CD&R Investor Parties” means CD&R Investor, CD&R Advisor Univar Co-Investor, LLC, a Delaware limited liability company, CD&R Friends & Family Fund VIII, L.P., a Delaware limited partnership, Clayton, Dubilier & Rice Fund VIII, L.P., a Delaware limited partnership, CD&R Univar Co-Investor, L.P., a Delaware limited partnership, CD&R Advisor Co-Investor II, L.P., a Delaware limited partnership, CD&R Univar NEP VIII Co-Investor, LLC, a Delaware limited liability company, CD&R Univar NEP IX Co-Investor, LLC, a Delaware limited liability company.

“CD&R Manager” means Clayton, Dubilier & Rice, LLC.

“CEO” means the chief executive officer of the Company.

“CFO” means the chief financial officer of the Company.

“Chairman” has the meaning given such term in Section 2.03.

“Claims and Expenses” has the meaning given such term in Section 6.04(a).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Committee” has the meaning given such term in Section 2.04(a).

“Company” has the meaning given such term in the Preamble.

“Confidential Information” has the meaning given such term in Section 7.01(a).

“Coordination Committee” has the meaning given such term in Section 5.01.

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“Covered Person” means (i) Univar NV, the CD&R Investor Parties, Temasek Investor and their respective Permitted Transferees, (ii) solely for purposes of Section 6.01 and 6.02(a) and solely in their capacity as Stockholders, the Mezzanine Investors, the Goldman Sachs Investors, the Management Stockholder and their respective Permitted Transferees, (iii) any officer, director, shareholder, partner, member, manager, employee, representative, agent or trustee of the Persons referred to in the foregoing clauses (i) and (ii) and (iv) any director, officer, executive officer or authorized agent of the Company or any other member of the Group.

“CVC GPs” means CVC European Equity Tandem GP Limited, CVC European Equity IV (AB) Limited and CVC European Equity IV (CDE) Limited.

“CVC Ulysses” means Ulysses Participation, S.à r.l.

“Demand Registration” has the meaning given such term in Section 5.02(a).

“Demand Registration Statement” has the meaning given such term in Section 5.02(a).

“DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time.

“Directors” has the meaning given such term in Section 2.02(a).

“EBITDA” means earnings before interest, taxes, depreciation and amortization, determined in accordance with GAAP.

“Encumbrance” means any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, conditional sales agreement, encumbrance or other right of third parties, voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“Goldman Sachs Investors” means GSMP V Onshore US, Ltd. an exempted company incorporated in the Cayman Islands with limited liability, GSMP V Offshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, GSMP V Institutional US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability and Broad Street Principal Investments, L.L.C, a Delaware limited liability company.

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“Government Entity” means any supranational, national, federal, state, provincial, local or other political subdivision thereof or entity, court, agency, administrative body or other Government Entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group” means, collectively, the Company and its Subsidiaries.

“GSO Fund” means GSO COF Facility LLC.

“Holdback Period” has the meaning given such term in Section 5.06.

“Independent CD&R Investor Directors” has the meaning given such term in Section 2.02(a)(vi)(B).

“Independent Directors” has the meaning given such term in Section 2.02(a)(vi)(B).

“Independent Univar NV Directors” has the meaning given such term in Section 2.02(a)(ii)(B).

“Initiating Stockholder” has the meaning given such term in Section 5.02(a).

“IPO” means the initial underwritten public offering of the Company’s common stock, consummated on June [•], 2015.

“Law” means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a Government Entity.

“Management Director” has the meaning given such term in Section 2.02(a)(x).

“Management Stockholder” means J. Erik Fyrwald Revocable Trust.

“Management Subscription Agreements” means (i) the Subscription Agreement, dated as of June 11, 2012, between the Management Stockholder and the Company and (ii) the Subscription Agreement, dated as of June 27, 2012, between the Management Stockholder and the Company.

“Mezzanine Investors” means Apollo Investment Corporation, AIE EuroLux S.à r.l., GSO COF Facility LLC, Highbridge Principal Strategies—Mezzanine Partners Delaware Subsidiary LLC, Highbridge Principal Strategies—Offshore Mezzanine Partners Master Fund LP, Highbridge Principal Strategies—Institutional Mezzanine Partners Subsidiary LP, and Minot Light Debt Mezz Ltd.

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“Mezzanine Subscription Agreements” means the Subscription Agreements entered into, as of December 20, 2010, by the Company and the Mezzanine Investors, in connection with closing of the transactions contemplated by the Purchase Agreement, dated as of October 10, 2010, among the Company, Basic Chemical Solutions, L.L.C. and the other parties thereto, pursuant to which the Mezzanine Investors purchased Shares on the terms and conditions set forth therein and the Mezzanine Investors became parties to this Agreement.

“Minimum Amount” means the lowest of (i) $100 million, (ii) if at any time after the IPO, the aggregate value of the Shares that are publicly traded is less than $400,000,000, the result of multiplying (x) 0.25 and (y) the value of the Shares that are publicly traded as of the close of business on the most recent Business Day or (iii) such lesser amount as agreed by Univar NV, CD&R Investor and Temasek Investor.

“Organizational Documents” means, with respect to any Person, the articles or certificate of incorporation and the by-laws, certificate of formation and operating agreement or other similar organizational documents of such Person.

“Original Agreement” has the meaning given such term in the Recitals.

“Original Shares” means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.

“Parcom” means, collectively, Parcom Ulysses 2 S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg and Parcom Buy Out Fund II B.V., a company incorporated under the laws of the Netherlands recorded with the Register of the Chamber of Commerce of Gooi en Eemland under the number 32123585.

“Permitted Transfer” means a Transfer to a Permitted Transferee (i) in which such Permitted Transferee agrees by an Accession Agreement to be bound to the same extent as the Transferring Stockholder (which in the case of the Management Stockholder shall include the Management Subscription Agreements) and any other documentation that the Company may reasonably require and (ii) which would not require the Company to effect any registration pursuant to the Securities Act or the Exchange Act.

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“Permitted Transferees” means:

(i) with respect to Univar NV and its Permitted Transferees, any Affiliate of CVC Ulysses or any other entity that is controlled by a CVC GP;

(ii) with respect to any CD&R Investor Party and its Permitted Transferees, any Affiliate of CD&R Fund VIII or any other entity that is managed by CD&R Manager;

(iii) with respect to any Mezzanine Investor and its Permitted Transferees, any Affiliate of such Mezzanine Investor;

(iv) with respect to any Goldman Sachs Investor and its Permitted Transferees, any Affiliate of a Goldman Sachs Investor;

(v) with respect to the Management Stockholder and its Permitted Transferees, any of (x) J. Erik Fyrwald, (y) a trust, of which J. Erik Fyrwald or another person reasonably acceptable to the Company is the trustee, under which the distribution of the Shares may be made only to beneficiaries who are J. Erik Fyrwald, his spouse, his immediate family, his lineal descendents or in the event that none of the foregoing beneficiaries is alive at the time of distribution to other Persons reasonably acceptable to the Company, the constituent documents of which have been made available to the Company, or (z) by the laws of descent; and

(vi) with respect to Temasek Investor and its Permitted Transferees, any Affiliate of Temasek Investor.

“Person” means any individual, partnership, corporation, limited liability company, trust, joint venture, Government Entity or other entity or organization.

“Piggyback Registration” has the meaning given such term in Section 5.03(a).

“Proceeding” means any litigation, arbitration, mediation, regulatory investigation or other proceeding brought before any Government Entity, arbitrator or mediator.

“Prospectus” means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Registrable Shares, as amended or supplemented and including all material incorporated therein by reference.

“Providing Party” has the meaning given such term in Section 7.01(a).

“Receiving Party” has the meaning given such term in Section 7.01(a).

“Registrable Shares” means, at any time, (i) the Shares held by the Stockholders and (ii) any securities issued by the Company after the date hereof in respect of clause (i) by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided that Registrable

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Shares shall not include any and all Shares and other securities referred to in clauses (i) and (ii) that at any time after the date hereof (a) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (b) have been sold in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act or (c) have been purported to be Transferred in violation of Section 4.01 hereof or to a Person that does not become a Stockholder pursuant to the preamble hereof (or any combination of clauses (a), (b) or (c)).

“Registration Expenses” has the meaning given such term in Section 5.08.

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents incorporated by reference in such Registration Statement.

“Registration Termination Date” has the meaning given such term in Section 5.02(a).

“Relevant Party” or “Relevant Parties” means each of Univar NV, CD&R Investor or Temasek Investor or all of them collectively.

“Representatives” means, with respect to any Person, such Person’s Affiliates, and its and their directors, officers, employees, partners, members, managers, agents, advisors and other representatives.

“Rule 144” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 405” means Rule 405 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“S-3 Shelf Registration” has the meaning given such term in Section 5.04(a).

“S-3 Shelf Registration Statement” has the meaning given such term in Section 5.04(a).

“SEC” means the U.S. Securities and Exchange Commission or any successor agency.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

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“Shares” has the meaning given such term in the Recitals.

“Shelf Takedown” has the meaning given such term in Section 5.04(b).

“Short-Form Registration” has the meaning given such term in Section 5.04(a).

“Stockholder Appointed Directors” has the meaning given such term in Section 2.02(a)(ix).

“Stockholders” has the meaning given such term in the Preamble.

“Subsidiary” means, with respect to any entity, any other entity (i) whose Capital Stock, having by its terms the power to elect a majority of the board of directors or any other Person performing similar functions, is owned or controlled, directly or indirectly, by such entity, (ii) whose business and policies such entity has the power, directly or indirectly, to direct, or (iii) of which 50% or more of the Capital Stock, partnership or other ownership interests are owned, directly or indirectly, by such entity.

“Suspension Period” has the meaning given such term in Section 5.05.

“Temasek Holdings” means Temasek Holdings (Private) Limited.

“Temasek Investor” has the meaning given such term in the Preamble.

“Temasek Investor Director” has the meaning given such term in Section 2.02(a)(ix)

“Transfer” means, in one transaction or a series of related transactions, directly or indirectly to transfer, sell, assign, license, convey, donate, dispose of, hypothecate, pledge or otherwise encumber or permit or suffer to exist any Encumbrance, whether voluntarily, involuntary or by operation of Law (including by way of merger, amalgamation, consolidation, spin-off or other business combination or any transfer of assets).

“Transferee” means any Person to whom any Stockholder or any Transferee thereof Transfers Capital Stock of the Company in accordance with the terms hereof.

“Underwritten Offering” means an offering registered under the Securities Act in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for reoffering to the public.

“Underwritten Shelf Takedown” means an Underwritten Offering effected pursuant to an S-3 Shelf Registration.

“Univar NV” has the meaning given such term in the Preamble.

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“Univar NV Directors” has the meaning given such term in Section 2.02(a)(iii).

“WKSI” has the meaning given such term in Section 5.04(g).

Section 1.02. Interpretation. Except as the express context otherwise requires: (i) the meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms as well as to the uses of such terms as different parts of speech; (ii) the heading references herein and the table of contents hereof are for convenience only, and shall not be deemed to limit or affect any of the provisions hereof; (iii) the words “hereof,” “herein,” “hereto,” “hereby” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iv) the words “or” and “any” are not exclusive and the words “include” and “including” shall be deemed to be followed by the phrase “without limitation”; (v) any reference to Preamble, Recital, Article or a Section shall mean a reference to the Preamble, the Recital, an Article or a Section of this Agreement; (vi) a reference to a Person includes its successors and assigns as permitted by this Agreement; (vii) a reference to days means calendar days unless otherwise noted; (viii) a reference to any contract includes permitted supplements, amendments and modifications thereof; (ix) a reference to a Law includes any amendment, modification, supplement or replacement of such Law and any rules or regulations issued thereunder; (x) the terms “dollars” and “$” mean the currency of the United States of America; (xi) references herein to any gender include each other gender and (xii) this Agreement shall be construed as being drafted by all of the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. Management Under Direction of the Board.

(a) The Board shall be constituted as provided in this Article II and in the Organizational Documents of the Company. Except as otherwise expressly provided in this Agreement, the management and control of the business and affairs of the Company shall, to the maximum extent permitted by applicable Law, be vested in the Board.

(b) The Board may, in its sole discretion but subject to the terms of this Agreement, delegate rights and responsibilities regarding management of the Company to officers or employees of the Company and subcontract such rights and responsibilities to third parties.

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Section 2.02. Composition of the Board; Observers.

(a) The number of directors of the Company (the “Directors”) constituting the Board shall be fixed from time to time by the Board in accordance with, and subject to, the Organizational Documents of the Company and this Agreement, but in no event shall the Board consist of fewer than six or more than fourteen Directors. As of the date hereof, the number of Directors of the Company shall be fourteen. The terms of office of members of the Board shall be divided into three classes: Class I Directors, whose initial terms will expire at the annual meeting of stockholders to be held in 2016; Class II Directors, whose initial terms will expire at the annual meeting of stockholders to be held in 2017; and Class III Directors, whose initial terms will expire at the annual meeting of stockholders to be held in 2018. Thereafter, each member will serve three-year terms expiring in successive years. The Company will nominate for election to the Board the Directors designated by Univar NV, the CD&R Investor, Temasek Investor and the Company, as the case may be, as set forth below:

(i) For so long as Univar NV (together with its Permitted Transferees) owns 50% or more of its Original Shares:

(A) Three Directors, who may be employees of Univar NV or its Affiliates, may be designated for nomination by Univar NV;

(B) Three independent Directors, who may not be employees of Univar NV or its Affiliates, may be designated for nomination by Univar NV;

(ii) If Univar NV (together with its Permitted Transferees) owns less than 50% but not less than 25% of its Original Shares:

(A) Two Directors, who may be employees of Univar NV or its Affiliates, may be designated for nomination by Univar NV;

(B) One independent Director, who may not be an employee of Univar NV or its Affiliates, may be designated for nomination by Univar NV (the Directors designated for nomination in accordance with clause (a)(i)(B) or this clause (a)(ii)(B), the “Independent Univar NV Directors”);

(iii) If Univar NV (together with its Permitted Transferees) owns less than 25% but not less than 5% of its Original Shares, one Director, who may be an employee of Univar NV or its Affiliates, may be designated for nomination by Univar NV (the Directors designated for nomination in accordance with clauses (a)(i)(A), (a)(ii)(A) or this clause (a)(iii), the “Univar NV Directors”);

(iv) If Univar NV (together with its Permitted Transferees) owns less than 5% of the percentage of its Original Shares, Univar NV shall cease to have the right to designate any Directors for nomination (including Independent Directors) and any other rights provided under this Article II, Article III or Section 4.01;

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(v) For so long as CD&R Investor (together with its Permitted Transferees) owns 50% or more of its Original Shares:

(A) Three Directors (including the Chairman), who may be employees of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor;

(B) Three independent Directors, who may not be employees of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor;

(vi) If CD&R Investor (together with its Permitted Transferees) owns less than 50% but not less than 25% of its Original Shares:

(A) Two Directors, who may be employees of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor;

(B) One independent Director, who may not be an employee of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor (the Directors designated for nomination in accordance with clause (a)(v)(B) or this clause (a)(vi)(B), the “Independent CD&R Investor Directors” and, together with the Independent Univar NV Directors, the “Independent Directors”);

(vii) If CD&R Investor (together with its Permitted Transferees) owns less than 25% but not less than 5% of its Original Shares, one Director, who may be an employee of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor (the Directors designated for nomination in accordance with clauses (a)(v)(A), (a)(vi)(A) or this clause (a)(vii), the “CD&R Investor Directors”);

(viii) If CD&R Investor (together with its Permitted Transferees) owns less than 5% of its Original Shares, CD&R Investor shall cease to have the right to designate any Directors for nomination (including Independent Directors) and any other rights provided under this Article II, Article III or Section 4.01;

(ix) For so long as Temasek Investor (together with its Permitted Transferees) owns 10% or more of the outstanding Shares, one Director, who may be an employee of Temasek Investor or its Affiliates, may be designated for nomination by Temasek Investor (the “Temasek Investor Director” and, together with the Univar NV Directors and the CD&R Investor Directors, the “Stockholder Appointed Directors”); and

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(x) One management Director who shall be the CEO (the “Management Director”).

(xi) Notwithstanding the limitations set forth in this Section 2.02(a) with respect to “Independent Directors”, each of Univar NV and CD&R Investor may designate for nomination as an Independent Director persons who are currently or have previously served as an independent director of a portfolio company of its Affiliates and or any person who was or is an executive of a former portfolio company of its Affiliates; provided that such person meets any applicable independence requirements of a national securities exchange upon which the Shares are listed to which it is then subject.

(b) The names, categories and classes of the Directors (including the Chairman) as of the date hereof are set forth on Schedule 2.02(b).

(c) In designating Directors, Univar NV, CD&R Investor and Temasek Investor shall endeavor to select individuals who are capable of serving actively on the Board and are reasonably knowledgeable, or capable of becoming reasonably knowledgeable promptly after becoming a Director, of the Company’s business and its plans.

(d) In the event that a Stockholder loses its right to designate for nomination one or more Stockholder Appointed Directors or Independent Directors pursuant to this Section 2.02, it shall cause such Stockholder Appointed Directors or Independent Directors, as applicable, to offer to resign immediately, and a successor shall be nominated to the Board in the manner prescribed in the Organizational Documents.

(e) Subject to the other provisions of this Section 2.02, (i) any Univar NV Director may be removed (with or without cause) at any time only by Univar NV, upon written notice to the Board; (ii) any CD&R Investor Director may be removed (with or without cause) at any time only by CD&R Investor, upon written notice to the Board; (iii) any Temasek Investor Director may be removed (with or without cause) at any time only by Temasek Investor, upon written notice to the Board; (iv) any Independent Univar NV Director, Independent CD&R Investor Director and Management Director may be removed only by mutual consent of Univar NV and CD&R Investor, which consent (in each case) shall not be unreasonably withheld; (v) any person designated as the Management Director may not continue to serve on the Board as the Management Director from such time as he or she ceases to be employed as CEO; and (vi) Directors shall serve until removed and their respective successors shall have been designated and shall have been qualified and elected.

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(f) Each Stockholder agrees that, at any time it is entitled to vote on the election of Directors to the Board and for so long as it has the right to nominate a Director to the Board pursuant to this Section 2.02, it shall vote all of its Capital Stock in the Company that is entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including, if permitted under the Organizational Documents, causing the Company to call a special meeting of Stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.02. The Company shall cause each individual designated for nomination pursuant to this Section 2.02 to be nominated to serve as a Director on the Board and to take all other necessary actions (including, if permitted under the Organizational Documents, calling a special meeting of the Board and/or Stockholders) to ensure that the composition of the Board is as set forth in this Section 2.02.

(g) Each Stockholder agrees for so long as it has the right to nominate a Director to the Board pursuant to this Section 2.02 to vote all of its Capital Stock in the Company entitled to vote, or execute written consents and take all other actions reasonably necessary and permitted by applicable Law to (i) to the extent that the Company’s Organizational Documents conflict with any provision of this Agreement, amend such Organizational Documents to eliminate such conflict and (ii) mitigate the effects of any such conflict on the parties hereto in a manner that implements the provisions of this Agreement as closely as possible to their intent.

(h) The Company shall reimburse each Stockholder Appointed Director for their reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board or committees thereof.

(i) The Company agrees to include in the slate of nominees recommended by the Board the Stockholder Appointed Directors and Independent Directors designated for nomination in accordance with clause (a) of this Section 2.02 and to use its best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors as provided herein.

(j) Except as otherwise agreed by the CD&R Investor, Univar NV and Temasek Investor, the Board shall not be expanded to add an additional Director or Directors unless such increase in the size of the Board is necessary to comply with the independence requirements of a national securities exchange upon which the Company’s Shares are listed, provided that the agreement of CD&R Investor, Univar NV or Temasek Investor shall no longer be required when such Stockholder or Stockholders cease to have a right to nominate a Director to the Board pursuant to this Section 2.02.

(k) If at any time CD&R Manager, CD&R Fund VIII or their Permitted Transferees cease to control CD&R Investor (or its Permitted Transferee to whom the rights of CD&R Investor were Transferred in accordance with this Agreement), CD&R Investor and its Permitted Transferees shall cease to have any rights to which CD&R

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Investor is specifically entitled under this Agreement (and which rights are not held generally by all other Stockholders). If at any time the CVC GPs or their Permitted Transferees cease to control Univar NV (or its Permitted Transferee to whom the rights of Univar NV were Transferred in accordance with this Agreement), Univar NV (or its Permitted Transferee to whom the rights of Univar NV were Transferred in accordance with this Agreement) shall cease to have any rights to which Univar NV is specifically entitled under this Agreement (and which rights are not held generally by all other Stockholders). If at any time Temasek Holdings or its Permitted Transferees cease to control Temasek Investor (or its Permitted Transferee to whom the rights of Temasek Investor were Transferred in accordance with this Agreement), Temasek Investor (or its Permitted Transferee to whom the rights of Temasek Investor were Transferred in accordance with this Agreement) shall cease to have any rights to which Temasek Investor is specifically entitled under this Agreement (and which rights are not held generally by all other Stockholders).

Section 2.03. Chairman. Unless otherwise agreed by CD&R Investor, the chairman of the Board (the “Chairman”) shall be designated for nomination by CD&R Investor. As of the date hereof, CD&R Investor has designated the individual so named on Schedule 2.02(b) to serve as Chairman until the earlier of his death, resignation or removal by the Board. The Chairman shall be responsible for the preparation of the agenda for each Board meeting (which shall include issues presented by other Directors), determination of the location for such Board meeting and conducting each Board meeting. If CD&R Investor (together with its Permitted Transferees) owns less than 25% of its Original Shares, CD&R Investor shall cease to have the right to designate the Chairman.

Section 2.04. Committees of the Board.

(a) The Board shall have an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and may form additional committees upon the approval of the Board (each, a “Committee”). The authority of each Committee shall be determined from time to time by the Board. Committee membership shall be as determined by the Board, provided that, (i) the Directors comprising each Committee shall be proportionate to, and shall reflect, the relative number of Stockholder Appointed Directors of, and Independent Directors designated for nomination by, Univar NV, on the one hand, and CD&R Investor, on the other hand; (ii) for so long as Univar NV and CD&R Investor are entitled to any Director (including Independent Univar NV Directors or Independent CD&R Investor Directors), at least one Univar NV Director or Independent Univar NV Director and one CD&R Investor Director or Independent CD&R Director shall serve on each Committee; (iii) for so long as Temasek Investor is entitled to any Director, the Temasek Investor Director shall be entitled to serve on each of the various Committees; (iv) in the case of (i), (ii) and (iii) above, the right of any Director to serve on a Committee shall be subject to applicable law and the Company’s

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obligation to comply with any applicable independence requirements of a national securities exchange upon which the Shares are listed to which it is then subject; and (v) in the case of (iii) above, the right of the Temasek Investor Director to serve on each of the various Committees shall be subject to scheduling and logistical constraints regarding the operation of such Committees.

(b) The Chairman of each Committee shall be designated by a majority of the Directors serving on such Committee.

ARTICLE III

OFFICERS; INFORMATION RIGHTS

Section 3.01. Chief Executive Officer.

(a) For so long as it (together with its Permitted Transferees) owns no less than 25% of its Original Shares, either Univar NV or CD&R Investor may terminate the CEO upon 45 days’ written notice to the Board, if, (x) in one fiscal year (beginning with the fiscal year ending December 31, 2015), the Company’s EBITDA is more than 20% less or (y) for two consecutive fiscal years (beginning with the fiscal year ending December 31, 2015), the Company’s EBITDA is more than 10% less, in either case, than the projected EBITDA as set forth in the Annual Business Plans to which such fiscal years relate.

(b) In the event that the CEO is dismissed pursuant to Section 3.01(a), an operating partner of CD&R Manager designated by CD&R Investor who is then serving (or nominated to serve) as a CD&R Investor Director shall be entitled to serve as CEO on an interim basis (but for a period of no more than one year, unless Univar NV otherwise consents) until a replacement CEO is hired (during which time the Board seat to which the CEO as a Management Director is entitled pursuant to Section 2.02(a)(x) shall remain vacant). CD&R Investor and Univar NV shall cooperate in good faith and use commercially reasonable efforts to jointly agree on a new permanent CEO. Notwithstanding the foregoing provisions of this Section 3.01(b), if no replacement CEO has been hired with the approval of Univar NV and CD&R Investor prior to the first anniversary of the former CEO’s termination or resignation, then the Independent Directors shall (i) consult with each of Univar NV and CD&R Investor as to their view of the appropriate candidate or candidates for the CEO position and consider in good faith such views and (ii) select and hire a replacement CEO by vote of a majority of the Independent Directors (and without the need for the approval of Univar NV or CD&R Investor) within fifteen months after the former CEO’s termination or resignation, and until such fifteen month anniversary, the CD&R Investor Director serving as the interim CEO as contemplated by this Section 3.01(b) shall continue to so serve.

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Section 3.02. Annual Business Plan. The Company shall develop a detailed proposed annual business plan and budget for each upcoming fiscal year, beginning with January 1, 2016 (“Annual Business Plan”). The CEO shall submit such proposal for the consideration of the Board and the Board shall cooperate to set a schedule with management to approve such proposal. After the Board approves the Annual Business Plan for a given fiscal year, the Company and other members of the Group shall conduct their respective business, including its capital and other expenditure programs, in accordance therewith. After the Board’s approval, for so long as Univar NV or the CD&R Investor (together with its Permitted Transferees), as applicable, owns at least 5% of its Original Shares and for so long as Temasek Investor (together with its Permitted Transferees) owns 10% or more of the outstanding Shares, the Company shall make available to Univar NV, CD&R Investor and Temasek Investor the Annual Business Plan, no later than thirty days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the CEO or CFO or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results.

Section 3.03. Periodic Reports.

(a) For so long as Univar NV or the CD&R Investor (together with its Permitted Transferees), as applicable, owns at least 5% of its Original Shares and for so long as or Temasek Investor (together with its Permitted Transferees) owns 10% or more of the outstanding Shares, as promptly as practicable and in any event within 60 days after the end of each fiscal year, the Company shall prepare and make available to each of Univar NV, the CD&R Investor and Temasek Investor, the following financial statements with respect to the Group audited by the Auditor and prepared in accordance with GAAP applied on a consistent basis throughout the periods involved: (i) a consolidated balance sheet as of the end of such fiscal year; (ii) a consolidated statement of income for such fiscal year; (iii) a consolidated statement of cash flows for such fiscal year; and (iv) notes to the foregoing, setting forth in each case (other than the notes described in clause (iv)) in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Annual Business Plan for such year as approved by the Board.

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(b) The members of the Group shall close the books of account after the end of each month in each fiscal year and management of the Company shall provide information in reasonable detail to each Stockholder with respect to the results of operations of the Group during such month. Such information shall include an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such monthly period and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of actual year-to-date, remainder of the year as budgeted and the full year as budgeted information for the Group and a budget reforecast of profits and losses. Such information shall be delivered to each Stockholder no later than 20 days after the end of each month and no later than 60 days after the end of each fiscal year in respect of such fiscal year.

(c) The Company shall provide to each of Univar NV, the CD&R Investor Parties, Temasek Investor and their respective Permitted Transferees such additional reports as may be reasonably requested as and when required to comply with such Stockholder’s financial reporting practices as in effect from time to time.

Section 3.04. Access. Subject to the provisions of Article VII, the Company shall, and shall cause its Subsidiaries, officers, directors, employees, auditors and other agents to, so long as Univar NV and CD&R Investor (in each case, together with its Permitted Transferees) owns at least 5% of its Original Shares and so long as Temasek Investor (together with its Permitted Transferees) owns at least 10% of the outstanding Shares, (a) afford the officers, employees, auditors and other agents of Univar NV, CD&R Investor and Temasek Investor, during normal business hours and upon reasonable notice reasonable access at all reasonable times to its officers, employees, auditors, legal counsel, properties, offices, plants and other facilities and to all books and records, and (b) afford Univar NV, CD&R Investor and Temasek Investor the opportunity to discuss the affairs, finances and accounts of the Company and its Subsidiaries with their respective officers from time to time as each may reasonably request.

ARTICLE IV

TRANSFERS

Section 4.01. Restriction on Transfers.

(a) Notwithstanding anything else to the contrary in this Agreement, no Stockholders may, directly or indirectly, Transfer any Company Capital Stock legally or beneficially owned by them other than:

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(i) in a Permitted Transfer to such Stockholder’s Permitted Transferees;

(ii) pursuant to the IPO;

(iii) de minimis Transfers by Univar NV, a CD&R Investor Party, Temasek Investor, a Goldman Sachs Investor, a Mezzanine Investor or their respective Permitted Transferees constituting (together with any other de minimis Transfers previously made by any such Stockholder (for purposes of this Section 4.01(a)(iii), the CD&R Investor Parties shall be regarded as one Stockholder and the Goldman Sachs Investors shall be regarded as one Stockholder) and its Permitted Transferees pursuant to this clause, and taking into account any stock split, combination, reclassification or similar transaction) no more than 1% of the outstanding Shares per calendar year;

(iv) solely with respect to GSO Fund, a pledge of Company Capital Stock solely in connection with a fund level financing of GSO Fund where assets of GSO Fund are pledged; provided that the pledgee shall have delivered an executed Accession Agreement to the Company which shall become effective immediately upon the foreclosure of any amount of pledged Company Capital Stock;

(v) with the prior written consent of the Coordination Committee and subject to compliance with applicable securities laws and Section 5.01;

(vi) with respect to Temasek Investor, when it ceases to own at least 7.5%¹ of the outstanding Shares, without limitation, subject to compliance with applicable securities laws;

(vii) with respect to the Mezzanine Investors, at such time as the Coordination Committee is dissolved in accordance with Section 5.01, without limitation, subject to compliance with applicable securities laws; or

(vii) at such time as the Coordination Committee is dissolved in accordance with Section 5.01, pursuant to the exercise of any registration rights or other rights granted by this Agreement.

¹  Note: If Temasek Investor makes a $500 million investment, threshold will be 10% or more of the outstanding Shares.

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ARTICLE V

REGISTRATION RIGHTS

Section 5.01. Coordination Committee. Univar NV, CD&R Investor and Temasek Investor shall form a committee (the “Coordination Committee”) responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of three members, which will initially be one representative designated by each of Univar NV, CD&R Investor and Temasek Investor, provided that Temasek Investor shall no longer have the right to designate a member of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 10%² of the outstanding Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Goldman Sachs Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in this Section 5.01 by any Stockholder or its Affiliates except as set forth in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the approval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 7.5%³ of the outstanding Shares. Notwithstanding the foregoing, the Coordination Committee shall be dissolved and shall have no further authority with respect to Transfers at such time as at least 65% of the outstanding Shares are publicly traded. So long as a Stockholder maintains a representative appointed as a member of the Coordination Committee, each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Stockholder representative appointed as a member of the Coordination Committee at

²  Note: If Temasek Investor makes a small investment such that its transfer restrictions are set at 7.5% of the outstanding Shares, it shall have a right to designate a member of the Coordination Committee so long as it owns 7.5% or more of the outstanding Shares.

³  Note: If Temasek Investor makes a $500 million investment, threshold will be 10% of the outstanding Shares.

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such time of any changes in such Stockholder’s beneficial ownership in the Company and (2) cooperate promptly with the reasonable request of any other Stockholder with respect to any other information about such Stockholder or such Stockholder’s investment in the Company that is reasonably required for any Stockholder to make filings that it may be required to make under any applicable U.S. federal or state securities law (including Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended).

Section 5.02. Demand Registration.

(a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

(b) Subject to the limitations of Section 5.02(a) and Section 5.02(d), (i) each of Univar NV and CD&R Investor (in each case, on behalf of itself and its Affiliates and their Permitted Transferees) shall be entitled to request up to five Demand Registrations in the aggregate, so long as Univar NV or CD&R Investor (in each case, together with its Permitted Transferees), as the case may be, owns 5% or more of the outstanding Shares and (ii) until such time as the Company becomes eligible to register Shares on Form S-3

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(or any successor form thereto) and so long as Temasek Investor owns 10%⁴ or more of the outstanding Shares, Temasek Investor (on behalf of itself and its Affiliates and their Permitted Transferees) shall be entitled to request up to three Demand Registrations, provided that Temasek Investor shall only be entitled to request for one Demand Registration during the period from the date of the IPO until the end of the 12^th full calendar month following the date of the IPO and provided, further that in the event that the Company ceases to be eligible to register Shares on Form S-3 after becoming so eligible, Temasek Investor shall be entitled to request up to three Demand Registrations less the number of prior Demand Registrations requested by Temasek Investor. A Registration Statement shall not count against the number of permitted Demand Registration unless and until it has become effective.

(c) The Company may include its own Capital Stock in a Demand Registration or Underwritten Shelf Takedown on the terms provided below; and if such Demand Registration is an Underwritten Offering or an Underwritten Shelf Takedown, such Capital Stock may be included only with the consent of the managing underwriters of such offering and Univar NV and CD&R Investor. If the managing underwriters of the requested Demand Registration or Underwritten Shelf Takedown advise the Company and the Initiating Stockholder that in their good faith opinion the amount of Capital Stock proposed to be included in the Demand Registration or Underwritten Shelf Takedown exceeds the amount of Capital Stock which can be sold in such Underwritten Offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Capital Stock proposed to be sold in such Underwritten Offering), the Company shall include in such Demand Registration or Underwritten Shelf Takedown, as the case may be, (i) first, the number of Registrable Shares that Univar NV, the CD&R Investor Parties, Temasek Investor, the Mezzanine Investors, the Goldman Sachs Investors and their respective Permitted Transferees propose to sell in such offering, (ii) second, the amount of Capital Stock the Company proposes to issue and (iii) third, the number of Registrable Shares of any other Stockholder who has given notice to be included in such registration or has exercised piggyback rights pursuant to Section 5.03; provided that, if the entirety of the Registrable Shares in clause (i), (ii) or (iii) cannot be included, the Registrable Shares to be included pursuant to each subsection shall be determined on a pro rata basis among the Stockholders selling pursuant to such subsection on the basis of the number of Registrable Shares requested to be included therein by each selling Stockholder relative to the total number of Registrable Shares requested to be included therein by all such selling Stockholders and provided, further, that, after the IPO, until the earlier of (I) the consummation of the second Demand Registration after the IPO and (II) such time as the percentage of the CD&R Investor

⁴  Note: If Temasek Investor makes a small investment such that its transfer restrictions are set at 7.5% of the outstanding Shares, it shall maintain its registration rights until it drops below 7.5%.

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Parties’ Original Shares owned by the CD&R Investor Parties is no greater than the percentage of Univar NV’s Original Shares owned by Univar NV, (x) the pro rata allocation of Registrable Shares to be allocated to Univar NV pursuant to the immediately preceding proviso above shall be reduced by a number of shares equal to [30]% (such number of shares, the “Reduction Amount”); and (y) the number of Registrable Shares allocated to the CD&R Investor Parties pursuant to the immediately preceding proviso above will be the sum of (A) the pro rata allocation of Registrable Shares to be allocated to the CD&R Investor Parties pursuant to the immediately preceding proviso above plus (B) the Reduction Amount.

(d) No Stockholder shall be entitled to request a Demand Registration within 90 days of the effective date of a Demand Registration, Piggyback Registration pursuant to Section 5.03 or an Underwritten Shelf Takedown requested pursuant to Section 5.04(b); provided that a Stockholder shall be entitled to request a Demand Registration at any time after such time as the Coordination Committee has been dissolved pursuant to the terms of Section 5.01. Notwithstanding the foregoing, the Company shall not be obligated to proceed with a Demand Registration if the offering to be effected pursuant to such registration can be effected pursuant to an S-3 Shelf Registration and the Company, in accordance with Section 5.04, effects or has effected an S-3 Shelf Registration pursuant to which such offering can be effected.

(e) Upon the date of effectiveness of any Demand Registration for an Underwritten Offering and if such offering is priced promptly on or after such date, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 180 days from such date or such shorter period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Stockholders who had requested to be included in such registration, provided, however, that such period shall be extended for a period of time equal to the period the applicable holder of Registrable Shares refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter pursuant to the provisions of this Agreement. If the Company shall withdraw any Demand Registration pursuant to Section 5.05 before the end of such 180 day period and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Initiating Stockholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Article V. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 5.02(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an Underwritten Offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any

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reason not attributable to the Initiating Stockholder or its Affiliates, or (iii) as a result of Section 5.02(c), less than 75% of the Initiating Stockholder’s Registrable Shares requested to be included in the Registration Statement are included in such Registration Statement.

(f) Holders of a majority of the Registrable Shares which are to be registered in a particular offering pursuant to this Section 5.02 shall have the right, prior to the effectiveness of the Registration Statement, to notify the Company that they have determined that the Registration Statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement. Any holder of Registrable Shares who has elected to sell Registrable Shares in an Underwritten Offering pursuant to this Section 5.02 (including the Stockholder who delivered the Demand Registration request) shall be permitted to withdraw from such registration by written notice to the Company if the price to the public at which the Registrable Shares are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given pursuant to Section 5.02(a).

(g) If the Initiating Stockholder intends that the Registrable Shares requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the Initiating Stockholder shall so advise the Company as a part of its request for a Demand Registration and the Company shall include such information in the notice sent by the Company to the other Stockholders with respect to such Demand Registration. In such event or in the case of an Underwritten Shelf Takedown, the lead underwriter to administer the offering shall be chosen by the Initiating Stockholder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company. If the offering covered by a Demand Registration is to be an Underwritten Offering or in any Underwritten Shelf Takedown, the right of any Stockholder to registration in such offering will be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering (unless otherwise agreed by the Initiating Stockholder) and each such Stockholder will (together with the Company and the other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that (A) no Stockholder shall be required to sell more than the number of Registrable Shares that such Stockholder has requested the Company to include in any registration) and (B) if any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and the Initiating Stockholder, provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to Transfer, shares and as to the accuracy and completeness of statements

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made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Stockholder pertaining exclusively to such Stockholder. Notwithstanding the foregoing, no Stockholder shall be required to agree to any indemnification obligations on the part of such Stockholder that are greater than its obligations pursuant to Section 5.09(b).

Section 5.03. Piggyback Registrations.

(a) Whenever after the date of this Agreement and prior to the Registration Termination Date the Company proposes to register any Capital Stock under the Securities Act (other than on a registration statement on Form S-8, F-8, S-4 or F-4), whether for its own account or for the account of one or more Stockholders, and the form of registration statement to be used may be used for any registration of Registrable Shares (a “Piggyback Registration”), the Company shall give written notice to each Stockholder of its intention to effect such a Piggyback Registration and, subject to Section 5.03(b), shall include in such registration statement and in any offering to be made pursuant to such registration statement all Registrable Shares with respect to which the Company has received a written request for inclusion therein from any Stockholder within three days after receipt of the Company’s notice. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such Piggyback Registration for any reason at any time prior to the pricing thereof provided, however, that any such abandonment, termination or withdrawal shall not prejudice the rights of the Stockholders to make a Demand Registration request or a Shelf Registration request pursuant to the terms of this Agreement. If the Company or any other Person other than a Stockholder proposes to sell Shares in any Underwritten Offering pursuant to a Registration Statement on Form S-3 under the Securities Act, such offering shall be treated as a primary or secondary Underwritten Offering pursuant to a Piggyback Registration.

(b) Subject to Section 5.03(c) if a Piggyback Registration is initiated as an Underwritten Offering on behalf of the Company or any Stockholder and the managing underwriters advise the Company and each Stockholder that has elected to include Registrable Shares in such Piggyback Registration that in their good faith opinion the amount of Capital Stock proposed to be included in such offering exceeds the amount of Capital Stock (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such Piggyback Registration and offering (i) first, the amount of Capital Stock the Company proposes to issue, (ii) second, the number of Registrable Shares that Univar NV, the CD&R Investor Parties, Temasek Investor, the Mezzanine Investors, the Goldman Sachs Investors and their respective Permitted Transferees propose to sell in such offering on a pro rata basis relative to the total number of Registrable Shares requested to be included

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therein by such Stockholders and (iii) third, the number of Registrable Shares of any other Stockholder who has given notice to be included in such registration pursuant to this Section 5.03 on a pro rata basis relative to the total number of Registrable Shares requested to be included therein by such Stockholders.

(c) If any Piggyback Registration is a primary Underwritten Offering, the Company shall have the right to select the managing underwriter or underwriters to administer any such offering.

(d) No Stockholder may sell Registrable Shares in any offering pursuant to a Piggyback Registration unless it (i) agrees to sell such Shares on the same basis provided in the underwriting or other distribution arrangements approved by the Company and that apply to the Company and/or any other Stockholders involved in such Piggyback Registration on the same terms and conditions as apply to the Company, with such differences, including any with respect to representations and warranties or indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (but no Stockholder shall be required to agree to any indemnification obligations on the part of such Stockholder that are greater than its obligations pursuant to Section 5.09(b)); provided that no Stockholder shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to Transfer the Shares it seeks to sell and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such Stockholder and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents required under the terms of such arrangements. If a registration requested pursuant to this Section 5.03 involves an underwritten public offering, any Stockholder requesting that its Registrable Shares be included in such registration may elect, in writing at least two Business Days prior to the effective date of the Registration Statement filed in connection with such registration, to withdraw its request to register such securities in connection with such registration and shall be permitted to withdraw from such registration by written notice to the Company if the price to the public at which the Registrable Shares are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given to such Stockholder pursuant to this Section 5.03.

Section 5.04. S-3 Shelf Registration.

(a) Subject to the provisions hereof, at any time following the IPO when the Company is eligible to use Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”) and prior to the Registration Termination Date, and, if requested by Univar NV or CD&R Investor (so

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long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%⁵ or more of the outstanding Shares) and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Shares, pursuant to Rule 415 or otherwise (an “S-3 Shelf Registration”). At any time and from time to time following the IPO, Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%⁶ or more of the outstanding Shares) shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Shares held by it and its Permitted Transferees in addition to the other registration rights provided in Section 5.02 and Section 5.03, provided, that the Company shall not be obligated to effect any registration pursuant to this Section 5.04, (A) within 90 days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Shares requested to be registered by Univar NV, CD&R Investor or Temasek Investor, as the case may be, and its Permitted Transferees who are Stockholders is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least the Minimum Amount. Upon such request, the Company shall promptly deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to include their Registrable Shares in such Registration Statement. Subject to Section 5.05, the Company shall use reasonable best efforts to cause Registration Statement for such S-3 Shelf Registration (an “S-3 Shelf Registration Statement”) to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

(b) Each of Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors, the Goldman Sachs Investors, the Management Stockholder and their respective Permitted Transferees who are Stockholders shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Registration Termination Date, to sell such Registrable Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not

⁵  Note: If Temasek Investor makes a small investment such that its transfer restrictions are set at 7.5% of the outstanding Shares, it shall maintain its registration rights until it drops below 7.5%.

⁶  Note: If Temasek Investor makes a small investment such that its transfer restrictions are set at 7.5% of the outstanding Shares, it shall maintain its registration rights until it drops below 7.5%.

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less than three Business Days’ prior written notice to the Company (if such takedown is to be underwritten). Each of Univar NV, CD&R Investor and Temasek Investor and their respective Permitted Transferees shall be entitled to request that a Shelf Takedown shall be an Underwritten Offering; provided, however, that (based on the then-current market prices) the number of Registrable Shares included in each such Underwritten Shelf Takedown would reasonably be expected to yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount, and provided further that such Stockholder shall not be entitled to request any Underwritten Shelf Takedown within 90 days after an Underwritten Offering effected pursuant to a Demand Registration, Piggyback Registration or S-3 Shelf Registration. Each of Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors, the Goldman Sachs Investors, the Management Stockholder and their respective Permitted Transferees shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

(c) The Company may include Capital Stock of the Company other than Registrable Shares in an Underwritten Shelf Takedown for any accounts on the terms provided below, subject to Section 5.02(c). The provisions of this Section 5.04(c) apply only to a Shelf Takedown that the selling Stockholders have requested be an Underwritten Offering.

(d) If any of the Registrable Shares are to be sold in an Underwritten Shelf Takedown initiated by Univar NV, CD&R Investor or Temasek Investor, such Stockholder shall have the right to select the managing underwriter or underwriters to lead the offering in accordance with Section 5.02(g).

(e) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any Shelf Takedown, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%⁷ or more of the outstanding Shares) or as otherwise required. Notwithstanding the foregoing, the Company shall not be obligated to keep any such registration statement effective, or to permit Registrable Shares to be registered, offered or sold thereunder, at any time on or after the Registration Termination Date.

⁷  Note: If Temasek Investor makes a small investment such that its transfer restrictions are set at 7.5% of the outstanding Shares, it shall maintain its registration rights until it drops below 7.5%.

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(f) If any registration is proposed by Univar NV, CD&R Investor or Temasek Investor to be a Short-Form Registration and an Underwritten Offering, and if the managing underwriter(s) shall advise the Company and Univar NV, CD&R Investor or Temasek Investor, as the case may be, that, in its good faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s).

(g) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any request for an S-3 Shelf Registration is submitted to the Company pursuant to Section 5.04(a) requesting that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers those Registrable Shares which are requested to be registered. The Company shall pay the registration fee for all Registrable Shares to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to an S-3 Shelf Registration Statement or file a new S-3 Shelf Registration Statement or, if such form is not available, Form S-1, have such Registration Statement declared effective by the SEC and keep such Registration Statement effective during the period during which such Short-Form Registration or Form S-1 is required to be kept effective in accordance with Section 5.04(e) or Section 5.02(e), respectively.

Section 5.05. Suspension Periods. The Company may, after receiving the written consent of both Univar NV, CD&R Investor and Temasek Investor, (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration or (ii) prior to the pricing of any Underwritten Offering or other offering of Registrable Shares pursuant to a Demand Registration or an S-3 Shelf Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the Company determines (x) that proceeding with such an offering would require the Company to disclose material non-public information, which

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disclosure in the good faith judgment of the Board (after consultation with external legal counsel), would not otherwise be required to be disclosed at that time but for the filing, effectiveness or continued use of such Registration Statement and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company or the Group or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including, if material, any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.05 is herein called a “Suspension Period”. If pursuant to this Section 5.05 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by a Stockholder, such Stockholder shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 5.02 or Section 5.04. The Company shall provide prompt written notice to the Stockholders of the commencement and termination of any Suspension Period (and any withdrawal of a Registration Statement pursuant to this Section 5.03). The Stockholders shall keep the existence of each Suspension Period confidential. In no event (i) may the Company deliver notice of a Suspension Period to the Stockholders more than two times in any calendar year (or more than once in a six month period) and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 90 days or more in any calendar year or any single period of time in excess of 60 days.

Section 5.06. Holdback Agreements. If the Company or any Stockholder that owns at least 5% of the outstanding Shares (or, in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible

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into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Section 5.07. Registration Procedures.

(a) Whenever a Stockholder requests or provides notification to the Company of joining in a request that any Registrable Shares be registered pursuant to this Article V, the Company shall use reasonable best efforts to effect, as soon as practical as provided in this Article V, the registration and the sale of such Registrable Shares in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein:

(i) subject to the other provisions of this Article V, use reasonable best efforts to prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and cause such Registration Statement to become effective (unless it is automatically effective upon filing), provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto and, to the extent reasonably practicable, documents that would be incorporated by reference or deemed to be incorporated by reference in a Registration Statement filed pursuant to a request for a Demand Registration, the Company shall furnish or otherwise make available to the holders of the Registrable Shares covered by such Registration Statement, their counsel and the managing underwriter(s), if any, copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC and proposed response thereto, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such Registration Statement or Prospectus, or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Shares covered by such Registration Statement (or their counsel) or the managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company’s counsel, such filing is necessary to comply with applicable law;

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(ii) use reasonable best efforts to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the applicable requirements of the Securities Act and to keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the Shares covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all the Shares covered by such Registration Statement during such period in accordance with the intended methods of disposition set forth in such Registration Statement;

(iii) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States;

(iv) deliver, without charge, such number of copies of the preliminary and final Prospectus and any supplement thereto as each selling Stockholder may reasonably request in order to facilitate the disposition of the Registrable Shares of each selling Stockholder covered by such Registration Statement in conformity with the requirements of the Securities Act;

(v) use reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such U.S. jurisdictions as each selling Stockholder reasonably requests and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under this Agreement (provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (v), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction);

(vi) notify each selling Stockholder and each distributor of such Registrable Shares identified by such Stockholder, at any time when a Prospectus relating thereto would be required under the Securities Act to be delivered by such distributor, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of such Stockholder, the Company shall use reasonable best efforts to prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such Registrable Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (which notice shall notify the selling Stockholders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information);

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(vii) in the case of an Underwritten Offering in which each selling Stockholder participates pursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration, enter into an underwriting agreement containing such provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters), and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Shares, including, causing its officers to use their reasonable best efforts to support the marketing of the Registrable Shares covered by the Registration Statement (including making members of senior management of the Company available at reasonable times and places to participate in “road-shows” that the managing underwriter determines are necessary to effect the offering), adding information requested by the managing underwriters to the Prospectus, and making such representations and warranties to the holders of such Registrable Shares and the underwriters, if any, with respect to the business of the Company and its material Subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested;

(viii) in the case of an Underwritten Offering in which each selling Stockholder participates pursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration, and to the extent not prohibited by applicable law, (A) make reasonably available, for inspection by the managing underwriters of such offering and one law firm and accounting firm acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its Subsidiaries and controlled Affiliates, (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or law firm or accounting firm in connection with such offering, (C) make the Company’s Auditor available for any such managing underwriters’ due diligence and have them provide customary comfort letters to such underwriters in connection therewith and to each selling holder of Registrable Shares (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and (D) cause the Company’s outside counsel to furnish customary legal opinions and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s), if any, and counsels to the selling holders of the Registrable Shares) to such underwriters and each selling holder of Registrable Shares in connection therewith, covering the matters customarily covered in opinions

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requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and underwriters; provided, however, that such records and other information provided under clauses (A) and (B) above shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews;

(ix) use reasonable best efforts to cause all such Registrable Shares to be listed on each primary securities exchange (if any) on which securities of the same class issued by the Company are then listed;

(x) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such Registration Statement and, a reasonable time before any proposed sale of Registrable Shares pursuant to a Registration Statement, provide the transfer agent with printed certificates for the Registrable Shares to be sold;

(xi) make generally available to Stockholders a consolidated earnings statement (which need not be audited) for a period of 12 months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; and

(xii) promptly notify each selling Stockholder and the managing underwriters of any Underwritten Offering, if any:

(1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

(2) of any request by the SEC or any other Government Entity for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding such Stockholder;

(3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement;

(4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the applicable securities or blue sky laws of any jurisdiction; and

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(5) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by this Section 5.07 cease to be true and correct.

For the avoidance of doubt, the provisions of clauses (vii), (viii) and (xi) of this Section 5.07(a) shall apply only in respect of an Underwritten Offering and only if (based on market prices at the time the offering is requested by such Stockholder) the number of Registrable Shares to be sold in the offering would reasonably be expected to yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount.

(b) The Company may require each selling Stockholder and each distributor of Registrable Shares as to which any registration is being effected to furnish to the Company information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request in writing in connection with such registration.

(c) Each Stockholder agrees by having its Shares treated as Registrable Shares hereunder that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 5.07(a)(vi), each Stockholder will immediately discontinue (and direct any other Persons making offers and sales of Registrable Shares to immediately discontinue) offers and sales of Registrable Shares pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 5.07(a)(vi), and, if so directed by the Company, each Stockholder will deliver to the Company all copies, other than permanent file copies then in each Stockholder’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice, provided, however, that the time periods under this Article V with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time a Stockholder is required to discontinue disposition of such securities.

(d) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a Prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus.

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(e) It is understood and agreed that any failure of the Company to file a registration statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Section 5.02, Section 5.04 or Section 5.07 or otherwise in this Article V, due to reasons that are not reasonably within its control, or due to any refusal of the SEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and reasonable best efforts to resolve those comments or overcome such failure, shall not be a breach of this Agreement.

(f) It is further understood and agreed that the Company shall not have any obligations under this Section 5.07 at any time on or after the Registration Termination Date, unless an Underwritten Offering in which a Stockholder participates has been priced but not completed prior to the Registration Termination Date, in which event the Company’s obligations under this Section 5.07 shall continue with respect to such offering until it is so completed (but not more than 60 days after the commencement of the offering).

(g) Notwithstanding anything to the contrary in this Article V, the Company shall not be required to file a Registration Statement or include Registrable Shares in a Registration Statement unless it has received from each Stockholder participating in the applicable Demand Registration, Piggyback Registration or Shelf Registration, at least five days prior to the anticipated filing date of the Registration Statement, information regarding such Stockholder reasonably requested by the Company and required to achieve effectiveness of such Registration Statement.

Section 5.08. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, FINRA fees, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”) (but not including any underwriting discounts or commissions attributable to the sale of Registrable Shares or fees and expenses of counsel and any other advisor representing any underwriters or other distributors, except for fees and expenses of counsel for the underwriters in connection with blue sky qualifications of the Registrable Shares), shall be borne by the Company. Each selling Stockholder shall bear the cost of all underwriting discounts and commissions associated with any sale of its Registrable Shares and shall pay all of its own costs and expenses, including all fees and expenses of any counsel (and any other advisers) representing such Stockholder and any stock transfer taxes; provided that the Company shall pay the reasonable legal fees of one counsel for each of Univar NV and CD&R Investor.

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Section 5.09. Indemnification.

(a) The Company shall indemnify, to the fullest extent permitted by law, each selling Stockholder and each Person who controls each selling Stockholder (within the meaning of the Securities Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such Stockholder and controlling Person against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any amendment thereof or supplement thereto or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are made in reliance on and in conformity with information pertaining exclusively to such Stockholder furnished in writing to the Company by such Stockholder expressly for use therein. In connection with an Underwritten Offering in which a Stockholder participates conducted pursuant to a registration effected under this Article V, the Company shall indemnify each participating underwriter and each Person who controls such underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the selling Stockholder.

(b) In connection with any Registration Statement in which a Stockholder is participating, such Stockholder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus, or amendment or supplement thereto, and shall indemnify, to the fullest extent permitted by law, the Company, its officers and directors and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement or Prospectus, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance on and in conformity with information pertaining exclusively to such Stockholder furnished in writing to the Company by or on behalf of the applicable Stockholder expressly for use therein. Notwithstanding anything to the contrary in this Agreement, the liability of a holder of Registrable Shares shall be limited to the net proceeds received by such selling holder from the sale of Registrable Shares covered by the applicable Registration Statement.

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(c) Any Person entitled to indemnification under this Section 5.09 shall (i) give prompt written notice to the indemnifying Person of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying Person to assume the defense of such claim with counsel reasonably satisfactory to the indemnified Person. Failure so to notify the indemnifying Person shall not relieve it from any liability that it may have to an indemnified Person except to the extent that the indemnifying Person is materially and adversely prejudiced thereby. The indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent will not be unreasonably withheld). An indemnifying Person who is entitled to, and elects to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to one local counsel) for all Persons indemnified (hereunder or otherwise) by such indemnifying Person with respect to such claim (and all other claims arising out of the same circumstances), unless in the reasonable judgment of any indemnified Person there may be one or more legal or equitable defenses available to such indemnified Person which are in addition to or may conflict with those available to another indemnified Person with respect to such claim, in which case such maximum number of counsel for all indemnified Persons shall be two rather than one. If an indemnifying Person is entitled to, and elects to, assume the defense of a claim, the indemnified Person shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying Person shall not be obligated to reimburse the indemnified Person for the costs thereof. The indemnifying Person shall not consent to the entry of any judgment or enter into or agree to any settlement relating to a claim or action for which any indemnified Person would be entitled to indemnification by any indemnified Person hereunder unless such judgment or settlement imposes no ongoing obligations on any such indemnified Person and includes as an unconditional term the giving, by all relevant claimants and plaintiffs to such indemnified Person, a release, satisfactory in form and substance to such indemnified Person, from all liabilities in respect of such claim or action for which such indemnified Person would be entitled to such indemnification. The indemnifying Person shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified Person unless the indemnifying Person has also consented to such judgment or settlement.

(d) The indemnification provided for under this Section 5.09 shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the Transfer of Shares and the date upon which a Stockholder no longer holds Registrable Shares but only with respect to offers and sales of Registrable Shares commenced prior to such date pursuant to this Article V. The obligations of the Company and its Subsidiaries under this Section 5.09 shall be in addition to any liability which the Company or its Subsidiaries may otherwise have to any Stockholder or other Person.

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(e) If the indemnification provided for in or pursuant to this Section 5.09 is due in accordance with the terms of this Article V, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying Person or by the indemnified Person, and by such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of the indemnifying Person be greater in amount than the amount for which such indemnifying Person would have been obligated to pay by way of indemnification if the indemnification provided for under Section 5.09(a) or Section 5.09(b) had been available under the circumstances.

(f) To the extent that any of the Stockholders is, or would be expected to be, deemed to be an underwriter of Registrable Shares pursuant to any SEC comments or policies or any court of law or otherwise, the Company agrees that (i) the indemnification and contribution provisions contained in this Section 5.09 shall be applicable to the benefit of such Stockholder in its role as deemed underwriter in addition to its capacity as a Stockholder (so long as the amount for which any other Stockholder is or becomes responsible does not exceed the amount for which such Stockholder would be responsible if the Stockholder were not deemed to be an underwriter of Registrable Shares) and (ii) such Stockholder and its representatives shall be entitled to conduct the due diligence which would normally be conducted in connection with an offering of securities registered under the Securities Act, including receipt of customary opinions and comfort letters.

(g) After the IPO, the Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of Univar NV or CD&R Investor or Temasek Investor make publicly available such necessary information to permit sales of Registrable Shares by the Stockholders pursuant to Rule 144), and it will take such further action as any holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such holder to sell shares of Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any holder of Registrable Shares, the Company will deliver to such holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

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(h) If any Registration Statement or comparable statement under state blue sky laws refers to any Stockholder by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such holder and the Company, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such holder.

ARTICLE VI

LIMITATION ON LIABILITY; EXCULPATION

Section 6.01. Liabilities of the Company. To the fullest extent permitted by applicable Law, the debts, obligations and liabilities of the members of the Group, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such, and no Covered Person shall be obligated personally for the repayment, satisfaction or discharge of any such debt, obligation or liability of the Company solely by reason of being a Covered Person. All Persons dealing with the Company and the other members of the Group shall have recourse solely to the assets of the members of the Group for the payment of debts, obligations or liabilities of the members of the Group. The failure of the Company or any other member of the Group to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the applicable Law or this Agreement shall not be grounds for imposing personal liability on the Covered Persons for the liabilities of the Company or any other member of the Group.

Section 6.02. Waiver of Fiduciary Duties.

(a) To the fullest extent permitted by applicable Law, the Covered Persons shall have no duty, fiduciary or otherwise, in their capacity as Stockholders to the Group or any other Stockholder in its capacity as a Stockholder. To the extent that, under applicable Law, a Covered Person has duties, including fiduciary duties (and liabilities arising from breach thereof), to a member of the Group or another Stockholder that are not waivable pursuant to the first sentence of this Section 6.02(a), such Covered Person shall not be liable to any member of the Group or any other Stockholder for its good faith reliance on the provisions of this Agreement.

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(b) Every Director shall discharge his or her duties as a Director in good faith, with the care an ordinarily prudent Person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Company. A Director shall not be liable for any monetary damages to the Company which the Director serves or any Stockholder for any breach of such duties except for any transaction from which the Director derived an improper personal benefit, or any acts or omissions of such Director not in good faith or which involve knowing violation of applicable Law.

(c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of Stockholders or Directors otherwise existing under applicable Law (or set forth duties and liabilities that are lesser than those existing under applicable Law), are agreed by the Stockholders to replace such other duties and liabilities existing under applicable Law, and each Stockholder, for itself, to the fullest extent permitted under applicable Law, hereby waives any right to make any claim or bring any action or seek any recovery whatsoever based on such other duties or liabilities for breach thereof.

Section 6.03. Duties and Liabilities of Covered Persons; Exculpation. Without limiting Section 6.02, to the fullest extent permitted by applicable Law, and except as otherwise expressly provided herein, no Covered Person shall be liable to the Company or any other member of the Group or any Stockholder for any Claims and Expenses arising out of or incidental to any act or omission of such Covered Person on behalf of the Company or any other member of the Group or relating to the business or activities of the Company or any other member of the Group except to the extent that such conduct was not in good faith or involved knowing violation of applicable Law. A Covered Person shall be fully protected in relying in good faith upon the records of the Company or any other member of the Group and upon such information, opinions, reports or statements presented to the Company or any other member of the Group by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company or any other member of the Group, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to Stockholders might properly be paid.

Section 6.04. Indemnification.

(a) To the fullest extent permitted by applicable Law, the Company shall, and shall cause each member of the Group to, indemnify and hold harmless each of the Covered Persons from and against all liabilities, obligations, losses, judgments, settlements, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by such Covered Person from the Group), claims, demands, actions, suits, Proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and

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documented legal fees and expenses and costs of investigation) of any kind or nature whatsoever (collectively, “Claims and Expenses”) which may be imposed on, incurred by or asserted at any time against such Covered Person in connection with the business or affairs of the Group or the activities of such Covered Person on behalf of the Group except to the extent arising out of such Covered Person’s conduct that was not in good faith or involved knowing violation of applicable Law; provided further that indemnification hereunder and the advancement of expenses under Section 6.05 shall be recoverable only from the assets of the Group and not from assets of the Stockholders.

(b) If for any reason the foregoing indemnity is due in accordance with the terms hereof but held by any court to be unavailable or unenforceable, then the Company shall and shall cause the other members of the Group to contribute to the amount paid or payable by it as a result of such Claims and Expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Group and the Covered Persons or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the Group and the Covered Persons but also the relative fault of the Group and the Covered Persons in connection with the conduct that resulted in such Claims and Expenses as well as any other relevant equitable considerations.

(c) For the avoidance of doubt, Claims and Expenses arising in connection with claims, demands, actions, suits, Proceedings between or among the Stockholders or brought by the Company against a Stockholder shall not be considered as arising out of or in connection with this Agreement or the Group’s business or affairs and therefore shall not be covered by the indemnification provisions of this Section 6.04 or the advancement of expenses under Section 6.05.

(d) The obligations of the Company and its Subsidiaries under this Article VI shall be in addition to any liability which the Company or the Subsidiaries may otherwise have to any Stockholder or other Person.

Section 6.05. Advancement of Expense. To the fullest extent permitted by applicable Law, the Company shall, and shall cause each member of the Group to, pay the expenses (including reasonable and documented legal fees and expenses and costs of investigation) incurred by a Covered Person in defending any claim, demand, action, suit or Proceeding contemplated in Section 6.04 (other than Section 6.04(c)) as such expenses are incurred by such Covered Person and in advance of the final disposition of such matter, provided that such Covered Person undertakes to repay such expenses if it is determined by agreement between such Covered Person and the Company or, in the absence of such an agreement, by a final judgment of a court of competent jurisdiction that such Covered Person is not entitled to be indemnified pursuant to Section 6.04.

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Section 6.06. Notice of Proceedings. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding against such Covered Person, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Board of the commencement of such Proceeding, provided that the failure of a Covered Person to give notice as provided herein shall not relieve any member of the Group of its obligations under Section 6.04 and Section 6.05, except to the extent that the Group is prejudiced by such failure to give notice. In case any such Proceeding is brought against a Covered Person (other than a Proceeding by or in the right of the Company), after the Company has acknowledged in writing its obligation to indemnify and hold harmless the Covered Person, the Company will be entitled to assume the defense of such Proceeding; provided that (i) the Covered Person shall be entitled to participate in such Proceeding and to retain its own counsel at its own expense and (ii) if the Covered Person shall give written notice to the Company that in its good faith judgment certain claims made against it in such Proceeding could have a material adverse effect on the Covered Person or its Affiliates other than as a result of monetary damages, the Covered Person shall have the right to control (at its own expense and with counsel reasonably satisfactory to the Company) the defense of such specific claims with respect to the Covered Person (but not with respect to the Company or any other Covered Person); and provided further that if a Covered Person elects to control the defense of a specific claim with respect to such Covered Person, such Covered Person shall not consent to the entry of a judgment or enter into a settlement that would require the Company to pay any amounts under Section 6.03 without the prior written consent of the Company, such consent not to be unreasonably withheld. After written notice from the Company to such Covered Person acknowledging the Group’s obligation to indemnify and hold harmless the Covered Person and electing to assume the defense of such Proceeding, the Group will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. Without the consent of such Covered Person, the Company will not consent to the entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability arising out of the Proceeding and claims asserted therein, (ii) requires or involves any admission of guilt on the part of the Covered Person, or (iii) requires the Covered Person to take any action or to forego taking any action other than the payment of damages. Any decision that is required to be made by the Company pursuant to Section 6.04 or Section 6.05 or this Section 6.06 shall be made on behalf of the Company by the affirmative vote of a majority of the Directors who are not Covered Persons; provided that if all such Directors are less than a quorum, they shall be deemed to constitute a quorum.

Section 6.07. Insurance. The Company may, or may cause a controlled Affiliate to, purchase and maintain directors and officers insurance, to the extent and in such amounts as the Board may, in its discretion, deem reasonable.

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ARTICLE VII

CONFIDENTIALITY; PUBLICITY; NON-SOLICITATION

Section 7.01. Confidential Information.

(a) During the term of this Agreement, certain confidential non-public information and materials (x) of the Company and the other members of the Group may be disclosed to the Stockholders and (y) of the Stockholders and their respective direct or indirect partners, stockholders or members may be disclosed to the Company and the other members of the Group (each party providing such information, a “Providing Party” and each party receiving such information, a “Receiving Party”). It is agreed that such materials, information and data (including all reports, analysis, compilations, data, studies and other materials which contain or otherwise reflect or are based on such materials, information or data) (collectively, “Confidential Information”) constitute the property of the Providing Party, and that each Receiving Party shall, and shall cause its Representatives to, maintain strictly confidential and not disclose such Confidential Information, other than to its Representatives who need to know such Confidential Information in connection with this Agreement or the businesses of the Group or use Confidential Information for any purpose other than for the specific purpose for which such Confidential Information has been disclosed to such Receiving Party, without the prior written consent of the Providing Party at any time. Each Receiving Party agrees to ensure that its Affiliates, directors, officers, employees and agents will comply with this Section 7.01 and shall be liable for any breach hereof by such Persons.

(b) The obligation to maintain in confidence all Confidential Information shall survive for a period of eighteen (18) months from the date of termination of this Agreement, but shall not apply to (i) any information which was known to a Receiving Party at or prior to the time of its disclosure by a Providing Party; (ii) any information which becomes lawfully known to a Receiving Party without any obligation of confidentiality to the Providing Party or its Affiliates at any time through a third party not known by such Receiving Party to be in breach of an obligation of confidentiality; (iii) any information which is or becomes known to the general public through no fault of a Receiving Party; (iv) any information which is developed by a Receiving Party or its Representatives independently of disclosure by the disclosing Person and without reference to or reliance on Confidential Information; (v) any information which a Receiving Party or its Representatives is required by applicable Law to disclose, provided that written notice of such disclosure under this clause (v) shall, to the extent legally permissible, be given promptly to the Providing Party so that it may take reasonable actions to avoid and minimize the extent of such disclosure; (vi) any disclosure of Confidential Information by Univar NV, the CD&R Investor Parties, Temasek Investor or their respective Representatives to the limited partners of the private equity funds managed by CD&R Manager or controlled by Affiliates of CD&R Investor (in the case of

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the CD&R Investor Parties) or the limited partners of the private equity funds controlled by the CVC GPs or Affiliates of Univar NV or the Affiliates of Temasek Investor (in the case of Temasek Investor), in each case that is not inconsistent with such funds’ past practices of providing information regarding portfolio companies to limited partners or Affiliates, (vii) disclosure to other Stockholders, (viii) in the case of the Mezzanine Investors and the Goldman Sachs Investors, information received by them pursuant to any indenture, credit agreement or similar agreement, the treatment of which is governed by the confidentiality provisions thereof or (ix) disclosure to any proposed Transferee to whom such proposed Transfer would be permitted under Section 4.01 as long as such proposed Transferee agrees to be bound by the provisions of this Section 7.01 as if a Stockholder.

Section 7.02. Publicity. Except to the extent required by applicable Law or stock exchange regulations in the reasonable judgment of each of the Stockholders’ legal counsel, none of the Stockholders will, and none of the Stockholders will permit any of their Affiliates and Representatives to, issue or cause the publication of any press release or other public announcement with respect to or concerning the matters contemplated by this Agreement without the prior written consent of Univar NV and CD&R Investor

Section 7.03. Non-Solicit. As long as each Relevant Party has a Director nominated by them on the Board, each Relevant Party and its Affiliates will refrain from soliciting for employment, employing or attempting to employ or divert any member of senior management of the Company, provided that each Relevant Party and its Affiliates may: (i) engage in general solicitations of employment not specifically directed at employees of the Company; (ii) employ any such person who (A) has been terminated by the Company; or (B) who has contacted such Relevant Party or its Affiliates through his or her own initiative without any direct or indirect solicitation by such party.

ARTICLE VIII

TERMINATION

Section 8.01. Termination.

(a) This Agreement shall terminate upon the earliest to occur of any of the following:

(i) the written agreement of the parties holding a majority of the Shares held by all parties hereto, provided that each of Univar NV, CD&R Investor and Temasek Investor is party to such written agreement; and

(ii) as to each Stockholder, at such time as such Stockholder ceases to own Capital Stock, except for those provisions that by the terms thereof survive the termination of this Agreement, including Section 5.12, Article VI and Article VII.

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(b) Nothing in this Agreement shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or to limit any other remedy available to a party on account of such breach under applicable Law.

ARTICLE IX

GOVERNING LAW AND CONFLICT RESOLUTION

Section 9.01. Governing Law. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party agrees that all disputes and controversies arising from or related to this Agreement shall be referred to the Delaware Court of Chancery pursuant to Delaware Court of Chancery Rules 96 through 98 for a final and binding arbitration of that dispute. Each party may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of such party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). Service of process made upon any party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.03. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 9.02. Specific Performance. The parties hereto each acknowledge that, in view of the uniqueness of the subject matter hereof, the parties hereto may not have an adequate remedy at law for money damages if this Agreement were not performed in accordance with its terms, and therefore agree that the parties hereto shall be entitled to seek specific enforcement of the terms hereof and thereof in addition to any other remedy to which the parties hereto or thereto may be entitled at law or in equity.

ARTICLE X

REPRESENTATIONS AND WARRANTIES

Each Stockholder (other than Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors and the Management Stockholder) hereby represents and warrants to the other parties hereto, as of the date such Stockholder becomes party to this Agreement, as follows:

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Section 10.01. Organization, Standing and Power.

(a) If such Stockholder is a legal entity: (i) such Stockholder is duly organized, validly existing and in good standing (where and if applicable) under the laws of the applicable jurisdiction of organization; (ii) such Stockholder has full organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the execution, delivery and performance by such Stockholder of this Agreement has been duly and validly authorized and no additional organizational or shareholder authorization or consent is required in connection with the execution, delivery and performance by such Stockholder of this Agreement; and (iv) this Agreement, when executed and delivered by the other parties hereto, constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b) If such Stockholder is a natural person: (i) such Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by such Stockholder; and (iii) this Agreement when executed and delivered by the other parties hereto each constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 10.02. Consents and Approvals. No consent, approval, waiver, authorization, notice or filing is required to be obtained by such Stockholder or any of its Affiliates from, or to be given by such Stockholder or any of its Affiliates to, or made by such Stockholder or any of its Affiliates with, any Government Entity in connection with the execution, delivery and performance by such Stockholder of this Agreement.

Section 10.03. Non-Contravention. The execution, delivery and performance by such Stockholder of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not (i) if such Stockholder is a legal entity, violate any provision of the organizational documents of such Stockholder or (ii) violate any Law to which such Stockholder is subject, or under any governmental authorization.

Section 10.04. No Litigation. There is no litigation, investigation or other Proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder or any of its Affiliates which, if adversely determined, could materially adversely affect the ability of such Stockholder to perform its obligations under this Agreement.

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ARTICLE XI

MISCELLANEOUS

Section 11.01. Successors and Assigns. Subject to Section 11.02(c), this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Company and by any Stockholder and their respective successors and permitted assigns, and no term or provision of this Agreement is for the benefit of, or intended to create any obligations to, any other Person, except as otherwise specifically provided in this Agreement. Stockholders may assign their respective rights and obligations hereunder to any Transferees only to the extent expressly provided herein.

Section 11.02. Amendments; Waiver.

(a) Any provision of this Agreement may only be amended or waived by the prior written consent of the Stockholders holding a majority of the Shares held by Stockholders party to this Agreement together with the prior written consent of Univar NV and CD&R Investor, in each case for so long as it is a Stockholder; provided, that no provision of this Agreement (including, for the avoidance of doubt, the restrictions on Transfers set forth in Article IV) may be amended or waived (w) in a manner adversely affecting the rights or obligations of a Mezzanine Investor which does not, by its terms, adversely affect the rights or obligations of all other Stockholders in a substantially similar manner, without the prior written consent of Mezzanine Investors and their respective Permitted Transferees that own a majority of the Shares owned by all Mezzanine Investors and their respective Permitted Transferees, (x) in a manner adversely affecting the rights or obligations of the Goldman Sachs Investors which does not, by its terms, adversely affect the rights or obligations of all other Stockholders in a substantially similar manner, without the prior written consent of Goldman Sachs Investors and their respective Permitted Transferees that own at least 50% of the Shares owned by all Goldman Sachs Investors and their respective Permitted Transferees, (y) in a manner adversely affecting the rights or obligations of the Management Stockholder which does not, by its terms, adversely affect the rights or obligations of all other Stockholders in a substantially similar manner, without the prior written consent of the Management Stockholder and its Permitted Transferees that own a majority of the Shares owned by the Management Stockholder and its Permitted Transferees and (z) in a manner adversely affecting the rights or obligations of Temasek Investor which does not, by its terms, adversely affect the rights or obligations of all other Stockholders in a substantially similar manner, without the prior written consent of Temasek Investor and its Permitted Transferees that own a majority of the Shares owned by Temasek Investor and its Permitted Transferees.

(b) Any party may waive in whole or in part any benefit or right provided to it under this Agreement, such waiver being effective only if contained in a writing executed by the waiving party except as provided in Section 11.02(a). No failure or delay by any

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party to insist upon the strict compliance and performance of any covenant, duty, agreement or condition of this Agreement or in exercising any right, power, privilege or remedy hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof or of any other right, power, privilege or remedy and no single or partial exercise thereof (except as otherwise specified herein) shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.

(c) This Agreement may not be assigned without the express written consent of Univar NV and CD&R Investor, except as expressly provided in Section 4.01 in connection with a Transfer of Shares expressly permitted by and effected pursuant to Article IV, and any purported or attempted assignment in violation hereof or thereof shall be void.

Section 11.03. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given or made if delivered personally, sent by facsimile (which is confirmed) or sent by registered or certified mail (postage prepaid, return receipt requested) or by a nationally recognized overnight delivery service (with delivery confirmed) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.03):

If to CD&R Investor or any of its Permitted Transferees who are Stockholders, to:

CD&R Univar Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenue

18th Floor

New York, New York 10152

Attn:    David H. Wasserman

George K. Jaquette

Facsimile: 1-212-407-5252

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with a copy (which shall not by itself constitute notice hereunder) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attn:    Paul S. Bird

Steven J. Slutzky

Facsimile: 1-212-909-6836

If to Univar NV:

Univar N.V.

712 Fifth Avenue

43rd Floor

New York NY 10019

Attn: Gijs Vuursteen

Facsimile: 1-212-265-6375

with a copy (which shall not by itself constitute notice hereunder) to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attn:     Sean Griffiths

Facsimile: 1-212-351-5222

If to Temasek Investor to:

[•]

Attn:           [•]

Facsimile:   [•]

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If to the Company, to:

Univar Inc.

3075 Highland Parkway, Suite 200

Downers Grove, IL 60515

Attn:     General Counsel

Facsimile: [•]

with a copy (which shall not by itself constitute notice hereunder) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attn:    Paul S. Bird

Steven J. Slutzky

Facsimile: 1-212-909-6836

If to a Mezzanine Investor or any of its Permitted Transferees who are Stockholders, to the applicable address set forth in Schedule I to the Mezzanine Subscription Agreements.

If to the Management Stockholder or any of its Permitted Transferees who are Stockholders, to the applicable address set forth in Schedule I to the Management Subscription Agreements.

If to a Goldman Sachs Investor or any of its Permitted Transferees who are Stockholders, to:

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Attn:     Oliver Thym / Eric Goldstein

Facsimile: 1-212-357-5505

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with a copy (which shall not by itself constitute notice hereunder) to:

Fried Frank Harris Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attn:     Emil Buchman

Facsimile: 1-212-859-8587

Any party may furnish a change of address to the other parties hereto in writing in accordance herewith, and such notices of change of address shall be effective upon receipt.

Section 11.04. Integration; Interpretation. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties hereto with respect to the subject matter hereof. In the event of a conflict between this Agreement and the Organizational Documents of the Company or any of its Subsidiaries, or between the parties hereto, this Agreement shall govern.

Section 11.05. Severability. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereto hereunder shall be enforceable to the fullest extent permitted by applicable Law. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) the Company, Univar NV, CD&R Investor and Temasek Investor shall negotiate in good faith to agree upon a suitable and equitable provision that shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 11.06. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same Agreement.

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Section 11.07. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided in Section 5.09 and with respect to Covered Persons in Article VI.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

UNIVAR INC.
By:
	Name:
	Title:
UNIVAR N.V.
By:
	Name:
	Title:
CD&R UNIVAR HOLDINGS, L.P.
By:
	Name:
	Title:

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GSMP V ONSHORE US, LTD.
By:
	Name:
	Title:
GSMP V OFFSHORE US, LTD.
By:
	Name:
	Title:
GSMP V INSTITUTIONAL US, LTD
By:
	Name:
	Title:

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BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:
	Name:
	Title:
PARCOM ULYSSES 2 S.àr.l.
By:
	Name:
	Title:

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ANNEX A

Univar N.V.

CD&R Univar Holdings, L.P.

Apollo Investment Corporation

AIE EuroLux S.àr.l.

Highbridge Principal Strategies – Mezzanine Partners Delaware Subsidiary, LLC

Highbridge Principal Strategies – Institutional Mezzanine Partners Subsidiary, L.P.

Highbridge Principal Strategies – Offshore Mezzanine Partners Master Fund, L.P.

GSO COF Facility LLC

GSMP V Onshore US, Ltd.

GSMP V Offshore US, Ltd.

GSMP V Institutional US, Ltd.

Broad Street Principal Investments, L.L.C.

Minot Light Debt Mezz Ltd.

KYCO Investments, L.P.

J. Erik Fyrwald

2012 Fyrwald Irrevocable Family Trust

J. Erik Fyrwald Revocable Trust u/a/d 12/05/2005

2013 Fyrwald Irrevocable Family Trust

David E. Flitman Trust dated October 15,1998

56

ANNEX B

Schedule 1

Selling Stockholders

Selling Stockholder	Number of Secondary Shares to be sold
Univar N.V. 712 Fifth Avenue 43rd Floor New York NY 10019 Attn: Lars Haegg Facsimile:1-212-265-6375 Email: LHaegg@cvc.com	4,634,649
AIE Eurolux S.à r.l. c/o Apollo Capital Management 730 Fifth Avenue, 5th Floor New York, NY 10019 Telecopy: (212) 822-0459 Attention: William Hauk With a copy (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: F. William Reindel, Esq.	4,465
GSO COF Facility LLC c/o GSO Capital Partners LP 280 Park Avenue, 11th Floor New York, NY 10017 Telecopy: (212) 503-6930 Attention: Chief Legal Officer With a copy (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: F. William Reindel, Esq.	66,976
GSMP V Onshore US, Ltd. c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282 Attn: Oliver Thym / Eric Goldstein Facsimile: 1-212-357-5505	56,444

with a copy (which shall not by itself constitute notice hereunder) to: Fried Frank Harris Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attn: Emil Buchman Facsimile: 1-212-859-8587
GSMP V Offshore US, Ltd. c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282 Attn: Oliver Thym / Eric Goldstein Facsimile: 1-212-357-5505 with a copy (which shall not by itself constitute notice hereunder) to: Fried Frank Harris Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attn: Emil Buchman Facsimile: 1-212-859-8587	85,405
GSMP V Institutional US, Ltd. c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282 Attn: Oliver Thym / Eric Goldstein Facsimile: 1-212-357-5505 with a copy (which shall not by itself constitute notice hereunder) to: Fried Frank Harris Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attn: Emil Buchman Facsimile: 1-212-859-8587	5,956

Broad Street Principal Investments, L.L.C. c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282 Attn: Oliver Thym / Eric Goldstein Facsimile: 1-212-357-5505 with a copy (which shall not by itself constitute notice hereunder) to: Fried Frank Harris Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attn: Emil Buchman Facsimile: 1-212-859-8587	83,039
KYCO Investments L.P. 7851 Clark Court, Ovilla, TX, 75154 Attn: Scott Pendery Email: scott@penderyfamily.com	63,066

EX-99.4

Exhibit 4

EXECUTION VERSION

FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

of

UNIVAR INC.

Dated as of June 23, 2015

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01.	Definitions		2
Section 1.02.	Interpretation		10
ARTICLE II
BOARD OF DIRECTORS
Section 2.01.	Management Under Direction of the Board		10
Section 2.02.	Composition of the Board; Observers		11
Section 2.03.	Chairman		15
Section 2.04.	Committees of the Board		15
ARTICLE III
OFFICERS; INFORMATION RIGHTS
Section 3.01.	Officers		16
Section 3.02.	Annual Business Plan		16
Section 3.03.	Periodic Reports		17
Section 3.04.	Access		18
ARTICLE IV
TRANSFERS
Section 4.01.	Restriction on Transfers		18
ARTICLE V
REGISTRATION RIGHTS
Section 5.01.	Coordination Committee		19
Section 5.02.	Demand Registration		20
Section 5.03.	Piggyback Registrations		24
Section 5.04.	S-3 Shelf Registration		26
Section 5.05.	Suspension Periods		28
Section 5.06.	Holdback Agreements		29

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TABLE OF CONTENTS

(Cont’d)

		Page
Section 5.07.	Registration Procedures		30
Section 5.08.	Registration Expenses		35
Section 5.09.	Indemnification		36
ARTICLE VI
LIMITATION ON LIABILITY; EXCULPATION
Section 6.01.	Liabilities of the Company		39
Section 6.02.	Waiver of Fiduciary Duties		39
Section 6.03.	Duties and Liabilities of Covered Persons; Exculpation		40
Section 6.04.	Indemnification		41
Section 6.05.	Advancement of Expense		41
Section 6.06.	Notice of Proceedings		42
Section 6.07.	Insurance		43
ARTICLE VII
CONFIDENTIALITY; PUBLICITY; NON-SOLICITATION
Section 7.01.	Confidential Information		43
Section 7.02.	Publicity		44
Section 7.03.	Non-Solicit		44
ARTICLE VIII
TERMINATION
Section 8.01.	Termination		44
ARTICLE IX
GOVERNING LAW AND CONFLICT RESOLUTION
Section 9.01.	Governing Law		45
Section 9.02.	Specific Performance		45
ARTICLE X
REPRESENTATIONS AND WARRANTIES
Section 10.01.	Organization, Standing and Power		46
Section 10.02.	Consents and Approvals		46
Section 10.03.	Non-Contravention		46

ii

TABLE OF CONTENTS

(Cont’d)

		Page
Section 10.04.	No Litigation		46
ARTICLE XI
MISCELLANEOUS
Section 11.01.	Successors and Assigns		47
Section 11.02.	Amendments; Waiver		47
Section 11.03.	Notices		48
Section 11.04.	Integration; Interpretation		50
Section 11.05.	Severability		50
Section 11.06.	Counterparts		51
Section 11.07.	No Third Party Beneficiaries		51

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THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as amended and restated from time to time according to its terms, this “Agreement”), dated as of June 23, 2015, relating to Univar Inc., a Delaware corporation (the “Company”), is entered into by and among the Company, CD&R Univar Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), Univar N.V., a limited liability company (naamloze vennootschap) organized under the laws of the Netherlands and with corporate seat in Rotterdam, the Netherlands (“Univar NV”), Dahlia Investments Pte. Ltd. (“Temasek Investor”), and each of the stockholders of the Company whose name appears on Annex A hereto (together with and each Person that has previously executed or subsequently executes an Accession Agreement, the “Stockholders” and each, individually, a “Stockholder”).

W I T N E S S E T H

WHEREAS, the Company entered into a Stockholders Agreement, dated as of November 30, 2010, with CD&R Investor, the other CD&R Investor Parties and Univar NV, as further amended and restated on December 20, 2010, in connection with the admission of the Mezzanine Investors as stockholders of the Company and their becoming parties to this Agreement, as further amended and restated on March 10, 2011 in connection with the admission of the Goldman Sachs Investors and their becoming parties to this Agreement, as further amended and restated on June 27, 2012 in connection with the admission of the Management Stockholder and it becoming party to this Agreement (the “Original Agreement”);

WHEREAS, in connection with the initial public offering of the shares of the Company’s common stock, par value $0.01 per share (the “Shares”), CD&R Investor, Univar NV, Temasek Investor, the Stockholders and the Company desire to amend and restate the Original Agreement as provided herein to set forth their respective rights and obligations; and

WHEREAS, pursuant to Section 13.02 of the Original Agreement, this amendment and restatement of the Original Agreement has been approved by Stockholders holding a majority of the Shares and has been unanimously approved by CD&R Investor and Univar NV.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

[Signature Page – Stockholders Agreement]

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions. The following terms shall, for the purposes of this Agreement, have the following meanings:

“Accession Agreement” means an agreement with a prospective additional Stockholder accepting all of the terms and conditions of this Agreement.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise. For the purpose of this Agreement, the Company and each other member of the Group shall not be deemed an Affiliate of any of the Stockholders. For the purposes of this Agreement, CD&R Manager shall be deemed an Affiliate of each CD&R Investor Party and each of the CVC GPs shall be deemed an Affiliate of Univar NV. For the purposes of this Agreement, each of CVC Ulysses and Parcom and their respective Affiliates (other than the Company and its Subsidiaries) shall be deemed Affiliates of Univar NV. For the purposes of Article VII, any reference to Temasek Investor’s Affiliates shall mean its ultimate holding company, Temasek Holdings, and Temasek Holdings’ direct and indirect wholly owned companies whose boards of directors or equivalent governing bodies are comprised solely of nominees or employees of (A) Temasek Holdings; (B) Temasek Pte. Ltd; and/or (C) wholly owned direct or indirect subsidiaries of Temasek Pte. Ltd.

“Agreement” has the meaning given such term in the Preamble.

“Annual Business Plan” has the meaning set forth in Section 3.01.

“Auditor” means Ernst & Young LLP or another independent certified public accounting firm of recognized international standing and reputation appointed as the auditor of the Company.

“Automatic Shelf Registration Statement” has the meaning given such term in Section 5.04(g).

“Board” means, as of any date, the board of directors of the Company as of such date.

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“Business” means the global chemical distribution business of the Group.

“Business Day” means any day (other than a Saturday or Sunday) on which banks in New York City and Singapore are permitted under applicable Law to be open and transact business.

“Capital Stock” means, with respect to any entity, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in the equity of such entity.

“CD&R Fund VIII” means Clayton, Dubilier & Rice Fund VIII, L.P.

“CD&R Investor” has the meaning given such term in the Preamble.

“CD&R Investor Directors” has the meaning given such term in Section 2.02(a)(vii).

“CD&R Investor Parties” means CD&R Investor, CD&R Advisor Univar Co-Investor, LLC, CD&R Friends & Family Fund VIII, L.P., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Univar Co-Investor, L.P., CD&R Advisor Co-Investor II, L.P., CD&R Univar NEP VIII Co-Investor, LLC, CD&R Univar NEP IX Co-Investor, LLC.

“CD&R Manager” means Clayton, Dubilier & Rice, LLC.

“CEO” means the chief executive officer of the Company.

“CFO” means the chief financial officer of the Company.

“Chairman” has the meaning given such term in Section 2.03.

“Claims and Expenses” has the meaning given such term in Section 6.04(a).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Committee” has the meaning given such term in Section 2.04(a).

“Company” has the meaning given such term in the Preamble.

“Confidential Information” has the meaning given such term in Section 7.01(a).

“Coordination Committee” has the meaning given such term in Section 5.01.

“Covered Person” means (i) Univar NV, the CD&R Investor Parties, Temasek Investor and their respective Permitted Transferees, (ii) solely for purposes of Section 6.01 and 6.02(a) and solely in their capacity as Stockholders, the Mezzanine Investors,

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the Goldman Sachs Investors, the Management Stockholder and their respective Permitted Transferees, (iii) any officer, director, shareholder, partner, member, manager, employee, representative, agent or trustee of the Persons referred to in the foregoing clauses (i) and (ii) and (iv) any director, officer, executive officer or authorized agent of the Company or any other member of the Group.

“CVC GPs” means CVC European Equity Tandem GP Limited, CVC European Equity IV (AB) Limited and CVC European Equity IV (CDE) Limited.

“CVC Ulysses” means Ulysses Participation, S.à r.l.

“Demand Registration” has the meaning given such term in Section 5.02(a).

“Demand Registration Statement” has the meaning given such term in Section 5.02(a).

“DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time.

“Directors” has the meaning given such term in Section 2.02(a).

“EBITDA” means earnings before interest, taxes, depreciation and amortization, determined in accordance with GAAP.

“Encumbrance” means any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, conditional sales agreement, encumbrance or other right of third parties, voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“Goldman Sachs Investors” means GSMP V Onshore US, Ltd. an exempted company incorporated in the Cayman Islands with limited liability, GSMP V Offshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, GSMP V Institutional US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability and Broad Street Principal Investments, L.L.C, a Delaware limited liability company.

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“Government Entity” means any supranational, national, federal, state, provincial, local or other political subdivision thereof or entity, court, agency, administrative body or other Government Entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group” means, collectively, the Company and its Subsidiaries.

“GSO Fund” means GSO COF Facility LLC.

“Holdback Period” has the meaning given such term in Section 5.06.

“Independent CD&R Investor Directors” has the meaning given such term in Section 2.02(a)(vi)(B).

“Independent Directors” has the meaning given such term in Section 2.02(a)(vi)(B).

“Independent Univar NV Directors” has the meaning given such term in Section 2.02(a)(ii)(B).

“Initiating Stockholder” has the meaning given such term in Section 5.02(a).

“IPO” means the initial underwritten public offering of the Company’s common stock, consummated on June 23, 2015.

“Law” means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a Government Entity.

“Management Director” has the meaning given such term in Section 2.02(a)(x).

“Management Stockholder” means J. Erik Fyrwald Revocable Trust.

“Management Subscription Agreements” means (i) the Subscription Agreement, dated as of June 11, 2012, between the Management Stockholder and the Company and (ii) the Subscription Agreement, dated as of June 27, 2012, between the Management Stockholder and the Company.

“Mezzanine Investors” means Apollo Investment Corporation, AIE EuroLux S.à r.l., GSO COF Facility LLC, Highbridge Principal Strategies—Mezzanine Partners Delaware Subsidiary LLC, Highbridge Principal Strategies—Offshore Mezzanine Partners Master Fund LP, Highbridge Principal Strategies—Institutional Mezzanine Partners Subsidiary LP, and Minot Light Debt Mezz Ltd.

5

“Mezzanine Subscription Agreements” means the Subscription Agreements entered into, as of December 20, 2010, by the Company and the Mezzanine Investors, in connection with closing of the transactions contemplated by the Purchase Agreement, dated as of October 10, 2010, among the Company, Basic Chemical Solutions, L.L.C. and the other parties thereto, pursuant to which the Mezzanine Investors purchased Shares on the terms and conditions set forth therein and the Mezzanine Investors became parties to this Agreement.

“Minimum Amount” means the lowest of (i) $100 million, (ii) if at any time after the IPO, the aggregate value of the Shares that are publicly traded is less than $400,000,000, the result of multiplying (x) 0.25 and (y) the value of the Shares that are publicly traded as of the close of business on the most recent Business Day or (iii) such lesser amount as agreed by Univar NV, CD&R Investor and Temasek Investor.

“Organizational Documents” means, with respect to any Person, the articles or certificate of incorporation and the by-laws, certificate of formation and operating agreement or other similar organizational documents of such Person.

“Original Agreement” has the meaning given such term in the Recitals.

“Original Shares” means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder or affiliated funds on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.

“Parcom” means, collectively, Parcom Ulysses 2 S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg and Parcom Buy Out Fund II B.V., a company incorporated under the laws of the Netherlands recorded with the Register of the Chamber of Commerce of Gooi en Eemland under the number 32123585.

“Permitted Transfer” means a Transfer to a Permitted Transferee (i) in which such Permitted Transferee agrees by an Accession Agreement to be bound to the same extent as the Transferring Stockholder (which in the case of the Management Stockholder shall include the Management Subscription Agreements) and any other documentation that the Company may reasonably require and (ii) which would not require the Company to effect any registration pursuant to the Securities Act or the Exchange Act.

“Permitted Transferees” means:

(i) with respect to Univar NV and its Permitted Transferees, any Affiliate of CVC Ulysses or any other entity that is controlled by a CVC GP;

6

(ii) with respect to any CD&R Investor Party and its Permitted Transferees, any Affiliate of CD&R Fund VIII or any other entity that is managed by CD&R Manager;

(iii) with respect to any Mezzanine Investor and its Permitted Transferees, any Affiliate of such Mezzanine Investor;

(iv) with respect to any Goldman Sachs Investor and its Permitted Transferees, any Affiliate of a Goldman Sachs Investor;

(v) with respect to the Management Stockholder and its Permitted Transferees, any of (x) J. Erik Fyrwald, (y) a trust, of which J. Erik Fyrwald or another person reasonably acceptable to the Company is the trustee, under which the distribution of the Shares may be made only to beneficiaries who are J. Erik Fyrwald, his spouse, his immediate family, his lineal descendents or in the event that none of the foregoing beneficiaries is alive at the time of distribution to other Persons reasonably acceptable to the Company, the constituent documents of which have been made available to the Company, or (z) by the laws of descent; and

(vi) with respect to Temasek Investor and its Permitted Transferees, any Affiliate of Temasek Investor.

“Person” means any individual, partnership, corporation, limited liability company, trust, joint venture, Government Entity or other entity or organization.

“Piggyback Registration” has the meaning given such term in Section 5.03(a).

“Proceeding” means any litigation, arbitration, mediation, regulatory investigation or other proceeding brought before any Government Entity, arbitrator or mediator.

“Prospectus” means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Registrable Shares, as amended or supplemented and including all material incorporated therein by reference.

“Providing Party” has the meaning given such term in Section 7.01(a).

“Receiving Party” has the meaning given such term in Section 7.01(a).

“Registrable Shares” means, at any time, (i) the Shares held by the Stockholders and (ii) any securities issued by the Company after the date hereof in respect of clause (i) by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided that Registrable Shares shall not include any and all Shares and other securities referred to in clauses (i) and (ii) that at any time after the date hereof (a) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (b) have been sold in a

7

transaction where a subsequent public distribution of such securities would not require registration under the Securities Act or (c) have been purported to be Transferred in violation of Section 4.01 hereof or to a Person that does not become a Stockholder pursuant to the preamble hereof (or any combination of clauses (a), (b) or (c)).

“Registration Expenses” has the meaning given such term in Section 5.08.

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents incorporated by reference in such Registration Statement.

“Registration Termination Date” has the meaning given such term in Section 5.02(a).

“Relevant Party” or “Relevant Parties” means each of Univar NV, CD&R Investor or Temasek Investor or all of them collectively.

“Representatives” means, with respect to any Person, such Person’s Affiliates, and its and their directors, officers, employees, partners, members, managers, agents, advisors and other representatives.

“Rule 144” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 405” means Rule 405 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“S-3 Shelf Registration” has the meaning given such term in Section 5.04(a).

“S-3 Shelf Registration Statement” has the meaning given such term in Section 5.04(a).

“SEC” means the U.S. Securities and Exchange Commission or any successor agency.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shares” has the meaning given such term in the Recitals.

8

“Shelf Takedown” has the meaning given such term in Section 5.04(b).

“Short-Form Registration” has the meaning given such term in Section 5.04(a).

“Stockholder Appointed Directors” has the meaning given such term in Section 2.02(a)(ix).

“Stockholders” has the meaning given such term in the Preamble.

“Subsidiary” means, with respect to any entity, any other entity (i) whose Capital Stock, having by its terms the power to elect a majority of the board of directors or any other Person performing similar functions, is owned or controlled, directly or indirectly, by such entity, (ii) whose business and policies such entity has the power, directly or indirectly, to direct, or (iii) of which 50% or more of the Capital Stock, partnership or other ownership interests are owned, directly or indirectly, by such entity.

“Suspension Period” has the meaning given such term in Section 5.05.

“Temasek Holdings” means Temasek Holdings (Private) Limited.

“Temasek Investor” has the meaning given such term in the Preamble.

“Temasek Investor Director” has the meaning given such term in Section 2.02(a)(ix)

“Transfer” means, in one transaction or a series of related transactions, directly or indirectly to transfer, sell, assign, license, convey, donate, dispose of, hypothecate, pledge or otherwise encumber or permit or suffer to exist any Encumbrance, whether voluntarily, involuntary or by operation of Law (including by way of merger, amalgamation, consolidation, spin-off or other business combination or any transfer of assets).

“Transferee” means any Person to whom any Stockholder or any Transferee thereof Transfers Capital Stock of the Company in accordance with the terms hereof.

“Underwritten Offering” means an offering registered under the Securities Act in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for reoffering to the public.

“Underwritten Shelf Takedown” means an Underwritten Offering effected pursuant to an S-3 Shelf Registration.

“Univar NV” has the meaning given such term in the Preamble.

“Univar NV Directors” has the meaning given such term in Section 2.02(a)(iii).

9

“WKSI” has the meaning given such term in Section 5.04(g).

Section 1.02. Interpretation. Except as the express context otherwise requires: (i) the meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms as well as to the uses of such terms as different parts of speech; (ii) the heading references herein and the table of contents hereof are for convenience only, and shall not be deemed to limit or affect any of the provisions hereof; (iii) the words “hereof,” “herein,” “hereto,” “hereby” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iv) the words “or” and “any” are not exclusive and the words “include” and “including” shall be deemed to be followed by the phrase “without limitation”; (v) any reference to Preamble, Recital, Article or a Section shall mean a reference to the Preamble, the Recital, an Article or a Section of this Agreement; (vi) a reference to a Person includes its successors and assigns as permitted by this Agreement; (vii) a reference to days means calendar days unless otherwise noted; (viii) a reference to any contract includes permitted supplements, amendments and modifications thereof; (ix) a reference to a Law includes any amendment, modification, supplement or replacement of such Law and any rules or regulations issued thereunder; (x) the terms “dollars” and “$” mean the currency of the United States of America; (xi) references herein to any gender include each other gender and (xii) this Agreement shall be construed as being drafted by all of the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. Management Under Direction of the Board.

(a) The Board shall be constituted as provided in this Article II and in the Organizational Documents of the Company. Except as otherwise expressly provided in this Agreement, the management and control of the business and affairs of the Company shall, to the maximum extent permitted by applicable Law, be vested in the Board.

(b) The Board may, in its sole discretion but subject to the terms of this Agreement, delegate rights and responsibilities regarding management of the Company to officers or employees of the Company and subcontract such rights and responsibilities to third parties.

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Section 2.02. Composition of the Board; Observers.

(a) The number of directors of the Company (the “Directors”) constituting the Board shall be fixed from time to time by the Board in accordance with, and subject to, the Organizational Documents of the Company and this Agreement, but in no event shall the Board consist of fewer than six or more than fourteen Directors. As of the date hereof, the number of Directors of the Company shall be fourteen. The terms of office of members of the Board shall be divided into three classes: Class I Directors, whose initial terms will expire at the annual meeting of stockholders to be held in 2016; Class II Directors, whose initial terms will expire at the annual meeting of stockholders to be held in 2017; and Class III Directors, whose initial terms will expire at the annual meeting of stockholders to be held in 2018. Thereafter, each member will serve three-year terms expiring in successive years. The Company will nominate for election to the Board the Directors designated by Univar NV, the CD&R Investor, Temasek Investor and the Company, as the case may be, as set forth below:

(i) For so long as Univar NV (together with its Permitted Transferees) owns 50% or more of its Original Shares:

(A) Three Directors, who may be employees of Univar NV or its Affiliates, may be designated for nomination by Univar NV;

(B) Three independent Directors, who may not be employees of Univar NV or its Affiliates, may be designated for nomination by Univar NV;

(ii) If Univar NV (together with its Permitted Transferees) owns less than 50% but not less than 25% of its Original Shares:

(A) Two Directors, who may be employees of Univar NV or its Affiliates, may be designated for nomination by Univar NV;

(B) One independent Director, who may not be an employee of Univar NV or its Affiliates, may be designated for nomination by Univar NV (the Directors designated for nomination in accordance with clause (a)(i)(B) or this clause (a)(ii)(B), the “Independent Univar NV Directors”);

(iii) If Univar NV (together with its Permitted Transferees) owns less than 25% but not less than 5% of its Original Shares, one Director, who may be an employee of Univar NV or its Affiliates, may be designated for nomination by Univar NV (the Directors designated for nomination in accordance with clauses (a)(i)(A), (a)(ii)(A) or this clause (a)(iii), the “Univar NV Directors”);

(iv) If Univar NV (together with its Permitted Transferees) owns less than 5% of the percentage of its Original Shares, Univar NV shall cease to have the right to designate any Directors for nomination (including Independent Directors) and any other rights provided under this Article II, Article III or Section 4.01;

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(v) For so long as CD&R Investor (together with its Permitted Transferees) owns 50% or more of its Original Shares:

(A) Three Directors (including the Chairman), who may be employees of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor;

(B) Three independent Directors, who may not be employees of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor;

(vi) If CD&R Investor (together with its Permitted Transferees) owns less than 50% but not less than 25% of its Original Shares:

(A) Two Directors, who may be employees of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor;

(B) One independent Director, who may not be an employee of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor (the Directors designated for nomination in accordance with clause (a)(v)(B) or this clause (a)(vi)(B), the “Independent CD&R Investor Directors” and, together with the Independent Univar NV Directors, the “Independent Directors”);

(vii) If CD&R Investor (together with its Permitted Transferees) owns less than 25% but not less than 5% of its Original Shares, one Director, who may be an employee of CD&R Investor or its Affiliates, may be designated for nomination by CD&R Investor (the Directors designated for nomination in accordance with clauses (a)(v)(A), (a)(vi)(A) or this clause (a)(vii), the “CD&R Investor Directors”);

(viii) If CD&R Investor (together with its Permitted Transferees) owns less than 5% of its Original Shares, CD&R Investor shall cease to have the right to designate any Directors for nomination (including Independent Directors) and any other rights provided under this Article II, Article III or Section 4.01;

(ix) For so long as Temasek Investor (together with its Permitted Transferees) owns 10% or more of the outstanding Shares, one Director, who may be an employee of Temasek Investor or its Affiliates, may be designated for nomination by Temasek Investor (the “Temasek Investor Director” and, together with the Univar NV Directors and the CD&R Investor Directors, the “Stockholder Appointed Directors”); and

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(x) One management Director who shall be the CEO (the “Management Director”).

(xi) Notwithstanding the limitations set forth in this Section 2.02(a) with respect to “Independent Directors”, each of Univar NV and CD&R Investor may designate for nomination as an Independent Director persons who are currently or have previously served as an independent director of a portfolio company of its Affiliates and or any person who was or is an executive of a former portfolio company of its Affiliates; provided that such person meets any applicable independence requirements of a national securities exchange upon which the Shares are listed to which it is then subject.

(b) The names, categories and classes of the Directors (including the Chairman) as of the date hereof are set forth on Schedule 2.02(b).

(c) In designating Directors, Univar NV, CD&R Investor and Temasek Investor shall endeavor to select individuals who are capable of serving actively on the Board and are reasonably knowledgeable, or capable of becoming reasonably knowledgeable promptly after becoming a Director, of the Company’s business and its plans.

(d) In the event that a Stockholder loses its right to designate for nomination one or more Stockholder Appointed Directors or Independent Directors pursuant to this Section 2.02, it shall cause such Stockholder Appointed Directors or Independent Directors, as applicable, to offer to resign immediately, and a successor shall be nominated to the Board in the manner prescribed in the Organizational Documents.

(e) Subject to the other provisions of this Section 2.02, (i) any Univar NV Director may be removed (with or without cause) at any time only by Univar NV, upon written notice to the Board; (ii) any CD&R Investor Director may be removed (with or without cause) at any time only by CD&R Investor, upon written notice to the Board; (iii) any Temasek Investor Director may be removed (with or without cause) at any time only by Temasek Investor, upon written notice to the Board; (iv) any Independent Univar NV Director, Independent CD&R Investor Director and Management Director may be removed only by mutual consent of Univar NV and CD&R Investor, which consent (in each case) shall not be unreasonably withheld; (v) any person designated as the Management Director may not continue to serve on the Board as the Management Director from such time as he or she ceases to be employed as CEO; and (vi) Directors shall serve until removed and their respective successors shall have been designated and shall have been qualified and elected.

(f) Each Stockholder agrees that, at any time it is entitled to vote on the election of Directors to the Board and for so long as it has the right to nominate a Director to the Board pursuant to this Section 2.02, it shall vote all of its Capital Stock in

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the Company that is entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including, if permitted under the Organizational Documents, causing the Company to call a special meeting of Stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.02. The Company shall cause each individual designated for nomination pursuant to this Section 2.02 to be nominated to serve as a Director on the Board and to take all other necessary actions (including, if permitted under the Organizational Documents, calling a special meeting of the Board and/or Stockholders) to ensure that the composition of the Board is as set forth in this Section 2.02.

(g) Each Stockholder agrees for so long as it has the right to nominate a Director to the Board pursuant to this Section 2.02 to vote all of its Capital Stock in the Company entitled to vote, or execute written consents and take all other actions reasonably necessary and permitted by applicable Law to (i) to the extent that the Company’s Organizational Documents conflict with any provision of this Agreement, amend such Organizational Documents to eliminate such conflict and (ii) mitigate the effects of any such conflict on the parties hereto in a manner that implements the provisions of this Agreement as closely as possible to their intent.

(h) The Company shall reimburse each Stockholder Appointed Director for their reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board or committees thereof.

(i) The Company agrees to include in the slate of nominees recommended by the Board the Stockholder Appointed Directors and Independent Directors designated for nomination in accordance with clause (a) of this Section 2.02 and to use its best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors as provided herein.

(j) Except as otherwise agreed by the CD&R Investor, Univar NV and Temasek Investor, the Board shall not be expanded to add an additional Director or Directors unless such increase in the size of the Board is necessary to comply with the independence requirements of a national securities exchange upon which the Company’s Shares are listed, provided that the agreement of CD&R Investor, Univar NV or Temasek Investor shall no longer be required when such Stockholder or Stockholders cease to have a right to nominate a Director to the Board pursuant to this Section 2.02.

(k) If at any time CD&R Manager, CD&R Fund VIII or their Permitted Transferees cease to control CD&R Investor (or its Permitted Transferee to whom the rights of CD&R Investor were Transferred in accordance with this Agreement), CD&R Investor and its Permitted Transferees shall cease to have any rights to which CD&R Investor is specifically entitled under this Agreement (and which rights are not held generally by all other Stockholders). If at any time the CVC GPs or their Permitted Transferees cease to control Univar NV (or its Permitted Transferee to whom the rights

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of Univar NV were Transferred in accordance with this Agreement), Univar NV (or its Permitted Transferee to whom the rights of Univar NV were Transferred in accordance with this Agreement) shall cease to have any rights to which Univar NV is specifically entitled under this Agreement (and which rights are not held generally by all other Stockholders). If at any time Temasek Holdings or its Permitted Transferees cease to control Temasek Investor (or its Permitted Transferee to whom the rights of Temasek Investor were Transferred in accordance with this Agreement), Temasek Investor (or its Permitted Transferee to whom the rights of Temasek Investor were Transferred in accordance with this Agreement) shall cease to have any rights to which Temasek Investor is specifically entitled under this Agreement (and which rights are not held generally by all other Stockholders).

Section 2.03. Chairman. Unless otherwise agreed by CD&R Investor, the chairman of the Board (the “Chairman”) shall be designated for nomination by CD&R Investor. As of the date hereof, CD&R Investor has designated the individual so named on Schedule 2.02(b) to serve as Chairman until the earlier of his death, resignation or removal by the Board. The Chairman shall be responsible for the preparation of the agenda for each Board meeting (which shall include issues presented by other Directors), determination of the location for such Board meeting and conducting each Board meeting. If CD&R Investor (together with its Permitted Transferees) owns less than 25% of its Original Shares, CD&R Investor shall cease to have the right to designate the Chairman.

Section 2.04. Committees of the Board.

(a) The Board shall have an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and may form additional committees upon the approval of the Board (each, a “Committee”). The authority of each Committee shall be determined from time to time by the Board. Committee membership shall be as determined by the Board, provided that, (i) the Directors comprising each Committee shall be proportionate to, and shall reflect, the relative number of Stockholder Appointed Directors of, and Independent Directors designated for nomination by, Univar NV, on the one hand, and CD&R Investor, on the other hand; (ii) for so long as Univar NV and CD&R Investor are entitled to any Director (including Independent Univar NV Directors or Independent CD&R Investor Directors), at least one Univar NV Director or Independent Univar NV Director and one CD&R Investor Director or Independent CD&R Director shall serve on each Committee; (iii) for so long as Temasek Investor is entitled to any Director, the Temasek Investor Director shall be entitled to serve on each of the various Committees; (iv) in the case of (i), (ii) and (iii) above, the right of any Director to serve on a Committee shall be subject to applicable law and the Company’s obligation to comply with any applicable independence requirements of a national securities exchange upon which the Shares are listed to which it is then subject; and (v) in the case of (iii) above, the right of the Temasek Investor Director to serve on each of the various Committees shall be subject to scheduling and logistical constraints regarding the operation of such Committees.

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(b) The Chairman of each Committee shall be designated by a majority of the Directors serving on such Committee.

ARTICLE III

OFFICERS; INFORMATION RIGHTS

Section 3.01. Chief Executive Officer.

(a) For so long as it (together with its Permitted Transferees) owns no less than 25% of its Original Shares, either Univar NV or CD&R Investor may terminate the CEO upon 45 days’ written notice to the Board, if, (x) in one fiscal year (beginning with the fiscal year ending December 31, 2015), the Company’s EBITDA is more than 20% less or (y) for two consecutive fiscal years (beginning with the fiscal year ending December 31, 2015), the Company’s EBITDA is more than 10% less, in either case, than the projected EBITDA as set forth in the Annual Business Plans to which such fiscal years relate.

(b) In the event that the CEO is dismissed pursuant to Section 3.01(a), an operating partner of CD&R Manager designated by CD&R Investor who is then serving (or nominated to serve) as a CD&R Investor Director shall be entitled to serve as CEO on an interim basis (but for a period of no more than one year, unless Univar NV otherwise consents) until a replacement CEO is hired (during which time the Board seat to which the CEO as a Management Director is entitled pursuant to Section 2.02(a)(x) shall remain vacant). CD&R Investor and Univar NV shall cooperate in good faith and use commercially reasonable efforts to jointly agree on a new permanent CEO. Notwithstanding the foregoing provisions of this Section 3.01(b), if no replacement CEO has been hired with the approval of Univar NV and CD&R Investor prior to the first anniversary of the former CEO’s termination or resignation, then the Independent Directors shall (i) consult with each of Univar NV and CD&R Investor as to their view of the appropriate candidate or candidates for the CEO position and consider in good faith such views and (ii) select and hire a replacement CEO by vote of a majority of the Independent Directors (and without the need for the approval of Univar NV or CD&R Investor) within fifteen months after the former CEO’s termination or resignation, and until such fifteen month anniversary, the CD&R Investor Director serving as the interim CEO as contemplated by this Section 3.01(b) shall continue to so serve.

Section 3.02. Annual Business Plan. The Company shall develop a detailed proposed annual business plan and budget for each upcoming fiscal year, beginning with January 1, 2016 (“Annual Business Plan”). The CEO shall submit such proposal for the consideration of the Board and the Board shall cooperate to set a schedule with

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management to approve such proposal. After the Board approves the Annual Business Plan for a given fiscal year, the Company and other members of the Group shall conduct their respective business, including its capital and other expenditure programs, in accordance therewith. After the Board’s approval, for so long as Univar NV or the CD&R Investor (together with its Permitted Transferees), as applicable, owns at least 5% of its Original Shares and for so long as Temasek Investor (together with its Permitted Transferees) owns 10% or more of the outstanding Shares, the Company shall make available to Univar NV, CD&R Investor and Temasek Investor the Annual Business Plan, no later than thirty days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the CEO or CFO or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results.

Section 3.03. Periodic Reports.

(a) For so long as Univar NV or the CD&R Investor (together with its Permitted Transferees), as applicable, owns at least 5% of its Original Shares and for so long as or Temasek Investor (together with its Permitted Transferees) owns 10% or more of the outstanding Shares, as promptly as practicable and in any event within 60 days after the end of each fiscal year, the Company shall prepare and make available to each of Univar NV, the CD&R Investor and Temasek Investor, the following financial statements with respect to the Group audited by the Auditor and prepared in accordance with GAAP applied on a consistent basis throughout the periods involved: (i) a consolidated balance sheet as of the end of such fiscal year; (ii) a consolidated statement of income for such fiscal year; (iii) a consolidated statement of cash flows for such fiscal year; and (iv) notes to the foregoing, setting forth in each case (other than the notes described in clause (iv)) in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Annual Business Plan for such year as approved by the Board.

(b) The members of the Group shall close the books of account after the end of each month in each fiscal year and management of the Company shall provide information in reasonable detail to each Stockholder with respect to the results of operations of the Group during such month. Such information shall include an unaudited

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consolidated balance sheet of the Company and its Subsidiaries as of the end of such monthly period and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of actual year-to-date, remainder of the year as budgeted and the full year as budgeted information for the Group and a budget reforecast of profits and losses. Such information shall be delivered to each Stockholder no later than 20 days after the end of each month and no later than 60 days after the end of each fiscal year in respect of such fiscal year.

(c) The Company shall provide to each of Univar NV, the CD&R Investor Parties, Temasek Investor and their respective Permitted Transferees such additional reports as may be reasonably requested as and when required to comply with such Stockholder’s financial reporting practices as in effect from time to time.

Section 3.04. Access. Subject to the provisions of Article VII, the Company shall, and shall cause its Subsidiaries, officers, directors, employees, auditors and other agents to, so long as Univar NV and CD&R Investor (in each case, together with its Permitted Transferees) owns at least 5% of its Original Shares and so long as Temasek Investor (together with its Permitted Transferees) owns at least 10% of the outstanding Shares, (a) afford the officers, employees, auditors and other agents of Univar NV, CD&R Investor and Temasek Investor, during normal business hours and upon reasonable notice reasonable access at all reasonable times to its officers, employees, auditors, legal counsel, properties, offices, plants and other facilities and to all books and records, and (b) afford Univar NV, CD&R Investor and Temasek Investor the opportunity to discuss the affairs, finances and accounts of the Company and its Subsidiaries with their respective officers from time to time as each may reasonably request.

ARTICLE IV

TRANSFERS

Section 4.01. Restriction on Transfers.

(a) Notwithstanding anything else to the contrary in this Agreement, no Stockholders may, directly or indirectly, Transfer any Company Capital Stock legally or beneficially owned by them other than:

(i) in a Permitted Transfer to such Stockholder’s Permitted Transferees;

(ii) pursuant to the IPO;

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(iii) de minimis Transfers by Univar NV, a CD&R Investor Party, Temasek Investor, a Goldman Sachs Investor, a Mezzanine Investor or their respective Permitted Transferees constituting (together with any other de minimis Transfers previously made by any such Stockholder (for purposes of this Section 4.01(a)(iii), the CD&R Investor Parties shall be regarded as one Stockholder and the Goldman Sachs Investors shall be regarded as one Stockholder) and its Permitted Transferees pursuant to this clause, and taking into account any stock split, combination, reclassification or similar transaction) no more than 1% of the outstanding Shares per calendar year;

(iv) solely with respect to GSO Fund, a pledge of Company Capital Stock solely in connection with a fund level financing of GSO Fund where assets of GSO Fund are pledged; provided that the pledgee shall have delivered an executed Accession Agreement to the Company which shall become effective immediately upon the foreclosure of any amount of pledged Company Capital Stock;

(v) with the prior written consent of the Coordination Committee and subject to compliance with applicable securities laws and Section 5.01;

(vi) with respect to Temasek Investor, when it ceases to own at least 10% of the outstanding Shares, without limitation, subject to compliance with applicable securities laws;

(vii) with respect to the Mezzanine Investors, at such time as the Coordination Committee is dissolved in accordance with Section 5.01, without limitation, subject to compliance with applicable securities laws; or

(vii) at such time as the Coordination Committee is dissolved in accordance with Section 5.01, pursuant to the exercise of any registration rights or other rights granted by this Agreement.

ARTICLE V

REGISTRATION RIGHTS

Section 5.01. Coordination Committee. Univar NV, CD&R Investor and Temasek Investor shall form a committee (the “Coordination Committee”) responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of three members, which will initially be one representative designated by each of Univar NV, CD&R Investor and Temasek Investor, provided that Temasek Investor shall no longer have the right to designate a member of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 10% of the outstanding

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Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Goldman Sachs Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in this Section 5.01 by any Stockholder or its Affiliates except as set forth in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the approval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 10% of the outstanding Shares. Notwithstanding the foregoing, the Coordination Committee shall be dissolved and shall have no further authority with respect to Transfers at such time as at least 65% of the outstanding Shares are publicly traded. So long as a Stockholder maintains a representative appointed as a member of the Coordination Committee, each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Stockholder representative appointed as a member of the Coordination Committee at such time of any changes in such Stockholder’s beneficial ownership in the Company and (2) cooperate promptly with the reasonable request of any other Stockholder with respect to any other information about such Stockholder or such Stockholder’s investment in the Company that is reasonably required for any Stockholder to make filings that it may be required to make under any applicable U.S. federal or state securities law (including Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended).

Section 5.02. Demand Registration.

(a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to be included in such registration. If the request for registration

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contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

(b) Subject to the limitations of Section 5.02(a) and Section 5.02(d), (i) each of Univar NV and CD&R Investor (in each case, on behalf of itself and its Affiliates and their Permitted Transferees) shall be entitled to request up to five Demand Registrations in the aggregate, so long as Univar NV or CD&R Investor (in each case, together with its Permitted Transferees), as the case may be, owns 5% or more of the outstanding Shares and (ii) until such time as the Company becomes eligible to register Shares on Form S-3 (or any successor form thereto) and so long as Temasek Investor owns 10% or more of the outstanding Shares, Temasek Investor (on behalf of itself and its Affiliates and their Permitted Transferees) shall be entitled to request up to three Demand Registrations, provided that Temasek Investor shall only be entitled to request for one Demand Registration during the period from the date of the IPO until the end of the 12^th full calendar month following the date of the IPO and provided, further that in the event that the Company ceases to be eligible to register Shares on Form S-3 after becoming so eligible, Temasek Investor shall be entitled to request up to three Demand Registrations less the number of prior Demand Registrations requested by Temasek Investor. A Registration Statement shall not count against the number of permitted Demand Registration unless and until it has become effective.

(c) The Company may include its own Capital Stock in a Demand Registration or Underwritten Shelf Takedown on the terms provided below; and if such Demand Registration is an Underwritten Offering or an Underwritten Shelf Takedown, such Capital Stock may be included only with the consent of the managing underwriters of such offering and Univar NV and CD&R Investor. If the managing underwriters of the requested Demand Registration or Underwritten Shelf Takedown advise the Company and the Initiating Stockholder that in their good faith opinion the amount of Capital Stock proposed to be included in the Demand Registration or Underwritten Shelf Takedown exceeds the amount of Capital Stock which can be sold in such Underwritten Offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Capital Stock proposed to be sold in such Underwritten Offering),

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the Company shall include in such Demand Registration or Underwritten Shelf Takedown, as the case may be, (i) first, the number of Registrable Shares that Univar NV, the CD&R Investor Parties, Temasek Investor, the Mezzanine Investors, the Goldman Sachs Investors and their respective Permitted Transferees propose to sell in such offering, (ii) second, the amount of Capital Stock the Company proposes to issue and (iii) third, the number of Registrable Shares of any other Stockholder who has given notice to be included in such registration or has exercised piggyback rights pursuant to Section 5.03; provided that, if the entirety of the Registrable Shares in clause (i), (ii) or (iii) cannot be included, the Registrable Shares to be included pursuant to each subsection shall be determined on a pro rata basis among the Stockholders selling pursuant to such subsection on the basis of the number of Registrable Shares requested to be included therein by each selling Stockholder relative to the total number of Registrable Shares requested to be included therein by all such selling Stockholders and provided, further, that, after the IPO, until the earlier of (I) the consummation of the second Demand Registration after the IPO and (II) such time as the percentage of the CD&R Investor Parties’ Original Shares owned by the CD&R Investor Parties is no greater than the percentage of Univar NV’s Original Shares owned by Univar NV, (x) the pro rata allocation of Registrable Shares to be allocated to Univar NV pursuant to the immediately preceding proviso above shall be reduced by a number of shares equal to 30% (such number of shares, the “Reduction Amount”); and (y) the number of Registrable Shares allocated to the CD&R Investor Parties pursuant to the immediately preceding proviso above will be the sum of (A) the pro rata allocation of Registrable Shares to be allocated to the CD&R Investor Parties pursuant to the immediately preceding proviso above plus (B) the Reduction Amount.

(d) No Stockholder shall be entitled to request a Demand Registration within 90 days of the effective date of a Demand Registration, Piggyback Registration pursuant to Section 5.03 or an Underwritten Shelf Takedown requested pursuant to Section 5.04(b); provided that a Stockholder shall be entitled to request a Demand Registration at any time after such time as the Coordination Committee has been dissolved pursuant to the terms of Section 5.01. Notwithstanding the foregoing, the Company shall not be obligated to proceed with a Demand Registration if the offering to be effected pursuant to such registration can be effected pursuant to an S-3 Shelf Registration and the Company, in accordance with Section 5.04, effects or has effected an S-3 Shelf Registration pursuant to which such offering can be effected.

(e) Upon the date of effectiveness of any Demand Registration for an Underwritten Offering and if such offering is priced promptly on or after such date, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 180 days from such date or such shorter period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Stockholders who had requested to be included in such registration, provided, however, that such period shall be extended for a period of time equal to the

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period the applicable holder of Registrable Shares refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter pursuant to the provisions of this Agreement. If the Company shall withdraw any Demand Registration pursuant to Section 5.05 before the end of such 180 day period and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Initiating Stockholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Article V. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 5.02(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an Underwritten Offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Initiating Stockholder or its Affiliates, or (iii) as a result of Section 5.02(c), less than 75% of the Initiating Stockholder’s Registrable Shares requested to be included in the Registration Statement are included in such Registration Statement.

(f) Holders of a majority of the Registrable Shares which are to be registered in a particular offering pursuant to this Section 5.02 shall have the right, prior to the effectiveness of the Registration Statement, to notify the Company that they have determined that the Registration Statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement. Any holder of Registrable Shares who has elected to sell Registrable Shares in an Underwritten Offering pursuant to this Section 5.02 (including the Stockholder who delivered the Demand Registration request) shall be permitted to withdraw from such registration by written notice to the Company if the price to the public at which the Registrable Shares are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given pursuant to Section 5.02(a).

(g) If the Initiating Stockholder intends that the Registrable Shares requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the Initiating Stockholder shall so advise the Company as a part of its request for a Demand Registration and the Company shall include such information in the notice sent by the Company to the other Stockholders with respect to such Demand Registration. In such event or in the case of an Underwritten Shelf Takedown, the lead underwriter to administer the offering shall be chosen by the Initiating Stockholder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company. If the offering covered by a Demand Registration is to be an Underwritten Offering or in any Underwritten Shelf Takedown, the right of any Stockholder to registration in such

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offering will be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering (unless otherwise agreed by the Initiating Stockholder) and each such Stockholder will (together with the Company and the other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that (A) no Stockholder shall be required to sell more than the number of Registrable Shares that such Stockholder has requested the Company to include in any registration) and (B) if any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and the Initiating Stockholder, provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to Transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Stockholder pertaining exclusively to such Stockholder. Notwithstanding the foregoing, no Stockholder shall be required to agree to any indemnification obligations on the part of such Stockholder that are greater than its obligations pursuant to Section 5.09(b).

Section 5.03. Piggyback Registrations.

(a) Whenever after the date of this Agreement and prior to the Registration Termination Date the Company proposes to register any Capital Stock under the Securities Act (other than on a registration statement on Form S-8, F-8, S-4 or F-4), whether for its own account or for the account of one or more Stockholders, and the form of registration statement to be used may be used for any registration of Registrable Shares (a “Piggyback Registration”), the Company shall give written notice to each Stockholder of its intention to effect such a Piggyback Registration and, subject to Section 5.03(b), shall include in such registration statement and in any offering to be made pursuant to such registration statement all Registrable Shares with respect to which the Company has received a written request for inclusion therein from any Stockholder within three days after receipt of the Company’s notice. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such Piggyback Registration for any reason at any time prior to the pricing thereof provided, however, that any such abandonment, termination or withdrawal shall not prejudice the rights of the Stockholders to make a Demand Registration request or a Shelf Registration request pursuant to the terms of this Agreement. If the Company or any other Person other than a Stockholder proposes to sell Shares in any Underwritten Offering pursuant to a Registration Statement on Form S-3 under the Securities Act, such offering shall be treated as a primary or secondary Underwritten Offering pursuant to a Piggyback Registration.

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(b) Subject to Section 5.03(c) if a Piggyback Registration is initiated as an Underwritten Offering on behalf of the Company or any Stockholder and the managing underwriters advise the Company and each Stockholder that has elected to include Registrable Shares in such Piggyback Registration that in their good faith opinion the amount of Capital Stock proposed to be included in such offering exceeds the amount of Capital Stock (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such Piggyback Registration and offering (i) first, the amount of Capital Stock the Company proposes to issue, (ii) second, the number of Registrable Shares that Univar NV, the CD&R Investor Parties, Temasek Investor, the Mezzanine Investors, the Goldman Sachs Investors and their respective Permitted Transferees propose to sell in such offering on a pro rata basis relative to the total number of Registrable Shares requested to be included therein by such Stockholders and (iii) third, the number of Registrable Shares of any other Stockholder who has given notice to be included in such registration pursuant to this Section 5.03 on a pro rata basis relative to the total number of Registrable Shares requested to be included therein by such Stockholders.

(c) If any Piggyback Registration is a primary Underwritten Offering, the Company shall have the right to select the managing underwriter or underwriters to administer any such offering.

(d) No Stockholder may sell Registrable Shares in any offering pursuant to a Piggyback Registration unless it (i) agrees to sell such Shares on the same basis provided in the underwriting or other distribution arrangements approved by the Company and that apply to the Company and/or any other Stockholders involved in such Piggyback Registration on the same terms and conditions as apply to the Company, with such differences, including any with respect to representations and warranties or indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (but no Stockholder shall be required to agree to any indemnification obligations on the part of such Stockholder that are greater than its obligations pursuant to Section 5.09(b)); provided that no Stockholder shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to Transfer the Shares it seeks to sell and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such Stockholder and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents required under the terms of such arrangements. If a registration requested pursuant to

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this Section 5.03 involves an underwritten public offering, any Stockholder requesting that its Registrable Shares be included in such registration may elect, in writing at least two Business Days prior to the effective date of the Registration Statement filed in connection with such registration, to withdraw its request to register such securities in connection with such registration and shall be permitted to withdraw from such registration by written notice to the Company if the price to the public at which the Registrable Shares are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given to such Stockholder pursuant to this Section 5.03.

Section 5.04. S-3 Shelf Registration.

(a) Subject to the provisions hereof, at any time following the IPO when the Company is eligible to use Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”) and prior to the Registration Termination Date, and, if requested by Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10% or more of the outstanding Shares) and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Shares, pursuant to Rule 415 or otherwise (an “S-3 Shelf Registration”). At any time and from time to time following the IPO, Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10% or more of the outstanding Shares) shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Shares held by it and its Permitted Transferees in addition to the other registration rights provided in Section 5.02 and Section 5.03, provided, that the Company shall not be obligated to effect any registration pursuant to this Section 5.04, (A) within 90 days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Shares requested to be registered by Univar NV, CD&R Investor or Temasek Investor, as the case may be, and its Permitted Transferees who are Stockholders is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least the Minimum Amount. Upon such request, the Company shall promptly deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to include their Registrable Shares in such Registration Statement. Subject to Section 5.05, the Company shall use reasonable best efforts to cause Registration Statement for such S-3 Shelf Registration (an “S-3 Shelf Registration Statement”) to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

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(b) Each of Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors, the Goldman Sachs Investors, the Management Stockholder and their respective Permitted Transferees who are Stockholders shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Registration Termination Date, to sell such Registrable Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than three Business Days’ prior written notice to the Company (if such takedown is to be underwritten). Each of Univar NV, CD&R Investor and Temasek Investor and their respective Permitted Transferees shall be entitled to request that a Shelf Takedown shall be an Underwritten Offering; provided, however, that (based on the then-current market prices) the number of Registrable Shares included in each such Underwritten Shelf Takedown would reasonably be expected to yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount, and provided further that such Stockholder shall not be entitled to request any Underwritten Shelf Takedown within 90 days after an Underwritten Offering effected pursuant to a Demand Registration, Piggyback Registration or S-3 Shelf Registration. Each of Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors, the Goldman Sachs Investors, the Management Stockholder and their respective Permitted Transferees shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

(c) The Company may include Capital Stock of the Company other than Registrable Shares in an Underwritten Shelf Takedown for any accounts on the terms provided below, subject to Section 5.02(c). The provisions of this Section 5.04(c) apply only to a Shelf Takedown that the selling Stockholders have requested be an Underwritten Offering.

(d) If any of the Registrable Shares are to be sold in an Underwritten Shelf Takedown initiated by Univar NV, CD&R Investor or Temasek Investor, such Stockholder shall have the right to select the managing underwriter or underwriters to lead the offering in accordance with Section 5.02(g).

(e) Upon filing any Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any Shelf Takedown, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10% or more of the outstanding Shares) or as otherwise

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required. Notwithstanding the foregoing, the Company shall not be obligated to keep any such registration statement effective, or to permit Registrable Shares to be registered, offered or sold thereunder, at any time on or after the Registration Termination Date.

(f) If any registration is proposed by Univar NV, CD&R Investor or Temasek Investor to be a Short-Form Registration and an Underwritten Offering, and if the managing underwriter(s) shall advise the Company and Univar NV, CD&R Investor or Temasek Investor, as the case may be, that, in its good faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s).

(g) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any request for an S-3 Shelf Registration is submitted to the Company pursuant to Section 5.04(a) requesting that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers those Registrable Shares which are requested to be registered. The Company shall pay the registration fee for all Registrable Shares to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to an S-3 Shelf Registration Statement or file a new S-3 Shelf Registration Statement or, if such form is not available, Form S-1, have such Registration Statement declared effective by the SEC and keep such Registration Statement effective during the period during which such Short-Form Registration or Form S-1 is required to be kept effective in accordance with Section 5.04(e) or Section 5.02(e), respectively.

Section 5.05. Suspension Periods. The Company may, after receiving the written consent of both Univar NV, CD&R Investor and Temasek Investor, (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration or (ii) prior to the pricing of any Underwritten Offering or other offering of Registrable Shares pursuant to a Demand Registration or an

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S-3 Shelf Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the Company determines (x) that proceeding with such an offering would require the Company to disclose material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel), would not otherwise be required to be disclosed at that time but for the filing, effectiveness or continued use of such Registration Statement and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company or the Group or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including, if material, any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.05 is herein called a “Suspension Period”. If pursuant to this Section 5.05 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by a Stockholder, such Stockholder shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 5.02 or Section 5.04. The Company shall provide prompt written notice to the Stockholders of the commencement and termination of any Suspension Period (and any withdrawal of a Registration Statement pursuant to this Section 5.03). The Stockholders shall keep the existence of each Suspension Period confidential. In no event (i) may the Company deliver notice of a Suspension Period to the Stockholders more than two times in any calendar year (or more than once in a six month period) and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 90 days or more in any calendar year or any single period of time in excess of 60 days.

Section 5.06. Holdback Agreements. If the Company or any Stockholder that owns at least 5% of the outstanding Shares (or, in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to

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sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Section 5.07. Registration Procedures.

(a) Whenever a Stockholder requests or provides notification to the Company of joining in a request that any Registrable Shares be registered pursuant to this Article V, the Company shall use reasonable best efforts to effect, as soon as practical as provided in this Article V, the registration and the sale of such Registrable Shares in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein:

(i) subject to the other provisions of this Article V, use reasonable best efforts to prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and cause such Registration Statement to become effective (unless it is automatically effective upon filing), provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto and, to the extent reasonably practicable, documents that would be incorporated by reference or deemed to be incorporated by reference in a Registration Statement filed pursuant to a request for a Demand Registration, the Company shall furnish or otherwise make available to the holders of the Registrable Shares covered by such Registration Statement, their counsel and the managing underwriter(s), if any, copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC and proposed response thereto, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such Registration Statement or Prospectus, or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Shares covered by such Registration Statement (or their counsel) or the managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company’s counsel, such filing is necessary to comply with applicable law;

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(ii) use reasonable best efforts to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the applicable requirements of the Securities Act and to keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the Shares covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all the Shares covered by such Registration Statement during such period in accordance with the intended methods of disposition set forth in such Registration Statement;

(iii) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States;

(iv) deliver, without charge, such number of copies of the preliminary and final Prospectus and any supplement thereto as each selling Stockholder may reasonably request in order to facilitate the disposition of the Registrable Shares of each selling Stockholder covered by such Registration Statement in conformity with the requirements of the Securities Act;

(v) use reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such U.S. jurisdictions as each selling Stockholder reasonably requests and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under this Agreement (provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (v), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction);

(vi) notify each selling Stockholder and each distributor of such Registrable Shares identified by such Stockholder, at any time when a Prospectus relating thereto would be required under the Securities Act to be delivered by such distributor, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of such Stockholder, the Company shall use reasonable best efforts to prepare, as soon as practical, a supplement or amendment to such Prospectus so

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that, as thereafter delivered to any prospective purchasers of such Registrable Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (which notice shall notify the selling Stockholders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information);

(vii) in the case of an Underwritten Offering in which each selling Stockholder participates pursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration, enter into an underwriting agreement containing such provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters), and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Shares, including, causing its officers to use their reasonable best efforts to support the marketing of the Registrable Shares covered by the Registration Statement (including making members of senior management of the Company available at reasonable times and places to participate in “road-shows” that the managing underwriter determines are necessary to effect the offering), adding information requested by the managing underwriters to the Prospectus, and making such representations and warranties to the holders of such Registrable Shares and the underwriters, if any, with respect to the business of the Company and its material Subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested;

(viii) in the case of an Underwritten Offering in which each selling Stockholder participates pursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration, and to the extent not prohibited by applicable law, (A) make reasonably available, for inspection by the managing underwriters of such offering and one law firm and accounting firm acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its Subsidiaries and controlled Affiliates, (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or law firm or accounting firm in connection with such offering, (C) make the Company’s Auditor available for any such managing underwriters’ due diligence and have them provide customary comfort letters to such underwriters in connection therewith and to each selling holder of Registrable Shares (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and (D) cause the Company’s outside counsel to furnish

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customary legal opinions and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s), if any, and counsels to the selling holders of the Registrable Shares) to such underwriters and each selling holder of Registrable Shares in connection therewith, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and underwriters; provided, however, that such records and other information provided under clauses (A) and (B) above shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews;

(ix) use reasonable best efforts to cause all such Registrable Shares to be listed on each primary securities exchange (if any) on which securities of the same class issued by the Company are then listed;

(x) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such Registration Statement and, a reasonable time before any proposed sale of Registrable Shares pursuant to a Registration Statement, provide the transfer agent with printed certificates for the Registrable Shares to be sold;

(xi) make generally available to Stockholders a consolidated earnings statement (which need not be audited) for a period of 12 months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; and

(xii) promptly notify each selling Stockholder and the managing underwriters of any Underwritten Offering, if any:

(1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

(2) of any request by the SEC or any other Government Entity for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding such Stockholder;

(3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement;

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(4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the applicable securities or blue sky laws of any jurisdiction; and

(5) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by this Section 5.07 cease to be true and correct.

For the avoidance of doubt, the provisions of clauses (vii), (viii) and (xi) of this Section 5.07(a) shall apply only in respect of an Underwritten Offering and only if (based on market prices at the time the offering is requested by such Stockholder) the number of Registrable Shares to be sold in the offering would reasonably be expected to yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount.

(b) The Company may require each selling Stockholder and each distributor of Registrable Shares as to which any registration is being effected to furnish to the Company information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request in writing in connection with such registration.

(c) Each Stockholder agrees by having its Shares treated as Registrable Shares hereunder that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 5.07(a)(vi), each Stockholder will immediately discontinue (and direct any other Persons making offers and sales of Registrable Shares to immediately discontinue) offers and sales of Registrable Shares pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 5.07(a)(vi), and, if so directed by the Company, each Stockholder will deliver to the Company all copies, other than permanent file copies then in each Stockholder’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice, provided, however, that the time periods under this Article V with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time a Stockholder is required to discontinue disposition of such securities.

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(d) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a Prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus.

(e) It is understood and agreed that any failure of the Company to file a registration statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Section 5.02, Section 5.04 or Section 5.07 or otherwise in this Article V, due to reasons that are not reasonably within its control, or due to any refusal of the SEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and reasonable best efforts to resolve those comments or overcome such failure, shall not be a breach of this Agreement.

(f) It is further understood and agreed that the Company shall not have any obligations under this Section 5.07 at any time on or after the Registration Termination Date, unless an Underwritten Offering in which a Stockholder participates has been priced but not completed prior to the Registration Termination Date, in which event the Company’s obligations under this Section 5.07 shall continue with respect to such offering until it is so completed (but not more than 60 days after the commencement of the offering).

(g) Notwithstanding anything to the contrary in this Article V, the Company shall not be required to file a Registration Statement or include Registrable Shares in a Registration Statement unless it has received from each Stockholder participating in the applicable Demand Registration, Piggyback Registration or Shelf Registration, at least five days prior to the anticipated filing date of the Registration Statement, information regarding such Stockholder reasonably requested by the Company and required to achieve effectiveness of such Registration Statement.

Section 5.08. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, FINRA fees, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”) (but not including any underwriting discounts or commissions attributable to the sale of Registrable Shares or fees and expenses of counsel and any other advisor representing any underwriters or other distributors, except for fees and expenses of counsel for the underwriters in connection with blue sky qualifications of the Registrable Shares), shall be borne by the

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Company. Each selling Stockholder shall bear the cost of all underwriting discounts and commissions associated with any sale of its Registrable Shares and shall pay all of its own costs and expenses, including all fees and expenses of any counsel (and any other advisers) representing such Stockholder and any stock transfer taxes; provided that the Company shall pay the reasonable legal fees of one counsel for each of Univar NV and CD&R Investor.

Section 5.09. Indemnification.

(a) The Company shall indemnify, to the fullest extent permitted by law, each selling Stockholder and each Person who controls each selling Stockholder (within the meaning of the Securities Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such Stockholder and controlling Person against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any amendment thereof or supplement thereto or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are made in reliance on and in conformity with information pertaining exclusively to such Stockholder furnished in writing to the Company by such Stockholder expressly for use therein. In connection with an Underwritten Offering in which a Stockholder participates conducted pursuant to a registration effected under this Article V, the Company shall indemnify each participating underwriter and each Person who controls such underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the selling Stockholder.

(b) In connection with any Registration Statement in which a Stockholder is participating, such Stockholder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus, or amendment or supplement thereto, and shall indemnify, to the fullest extent permitted by law, the Company, its officers and directors and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement or Prospectus, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance on and in conformity with information pertaining exclusively to such Stockholder furnished in writing to the Company by or on behalf of the applicable Stockholder expressly for use therein. Notwithstanding anything to the

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contrary in this Agreement, the liability of a holder of Registrable Shares shall be limited to the net proceeds received by such selling holder from the sale of Registrable Shares covered by the applicable Registration Statement.

(c) Any Person entitled to indemnification under this Section 5.09 shall (i) give prompt written notice to the indemnifying Person of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying Person to assume the defense of such claim with counsel reasonably satisfactory to the indemnified Person. Failure so to notify the indemnifying Person shall not relieve it from any liability that it may have to an indemnified Person except to the extent that the indemnifying Person is materially and adversely prejudiced thereby. The indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent will not be unreasonably withheld). An indemnifying Person who is entitled to, and elects to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to one local counsel) for all Persons indemnified (hereunder or otherwise) by such indemnifying Person with respect to such claim (and all other claims arising out of the same circumstances), unless in the reasonable judgment of any indemnified Person there may be one or more legal or equitable defenses available to such indemnified Person which are in addition to or may conflict with those available to another indemnified Person with respect to such claim, in which case such maximum number of counsel for all indemnified Persons shall be two rather than one. If an indemnifying Person is entitled to, and elects to, assume the defense of a claim, the indemnified Person shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying Person shall not be obligated to reimburse the indemnified Person for the costs thereof. The indemnifying Person shall not consent to the entry of any judgment or enter into or agree to any settlement relating to a claim or action for which any indemnified Person would be entitled to indemnification by any indemnified Person hereunder unless such judgment or settlement imposes no ongoing obligations on any such indemnified Person and includes as an unconditional term the giving, by all relevant claimants and plaintiffs to such indemnified Person, a release, satisfactory in form and substance to such indemnified Person, from all liabilities in respect of such claim or action for which such indemnified Person would be entitled to such indemnification. The indemnifying Person shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified Person unless the indemnifying Person has also consented to such judgment or settlement.

(d) The indemnification provided for under this Section 5.09 shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the Transfer of Shares and the date upon which a Stockholder no longer holds Registrable Shares but only with respect to offers and sales of Registrable

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Shares commenced prior to such date pursuant to this Article V. The obligations of the Company and its Subsidiaries under this Section 5.09 shall be in addition to any liability which the Company or its Subsidiaries may otherwise have to any Stockholder or other Person.

(e) If the indemnification provided for in or pursuant to this Section 5.09 is due in accordance with the terms of this Article V, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying Person or by the indemnified Person, and by such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of the indemnifying Person be greater in amount than the amount for which such indemnifying Person would have been obligated to pay by way of indemnification if the indemnification provided for under Section 5.09(a) or Section 5.09(b) had been available under the circumstances.

(f) To the extent that any of the Stockholders is, or would be expected to be, deemed to be an underwriter of Registrable Shares pursuant to any SEC comments or policies or any court of law or otherwise, the Company agrees that (i) the indemnification and contribution provisions contained in this Section 5.09 shall be applicable to the benefit of such Stockholder in its role as deemed underwriter in addition to its capacity as a Stockholder (so long as the amount for which any other Stockholder is or becomes responsible does not exceed the amount for which such Stockholder would be responsible if the Stockholder were not deemed to be an underwriter of Registrable Shares) and (ii) such Stockholder and its representatives shall be entitled to conduct the due diligence which would normally be conducted in connection with an offering of securities registered under the Securities Act, including receipt of customary opinions and comfort letters.

(g) After the IPO, the Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of Univar NV or CD&R Investor or Temasek Investor make publicly available such necessary information to permit sales of

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Registrable Shares by the Stockholders pursuant to Rule 144), and it will take such further action as any holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such holder to sell shares of Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any holder of Registrable Shares, the Company will deliver to such holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

(h) If any Registration Statement or comparable statement under state blue sky laws refers to any Stockholder by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such holder and the Company, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such holder.

ARTICLE VI

LIMITATION ON LIABILITY; EXCULPATION

Section 6.01. Liabilities of the Company. To the fullest extent permitted by applicable Law, the debts, obligations and liabilities of the members of the Group, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such, and no Covered Person shall be obligated personally for the repayment, satisfaction or discharge of any such debt, obligation or liability of the Company solely by reason of being a Covered Person. All Persons dealing with the Company and the other members of the Group shall have recourse solely to the assets of the members of the Group for the payment of debts, obligations or liabilities of the members of the Group. The failure of the Company or any other member of the Group to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the applicable Law or this Agreement shall not be grounds for imposing personal liability on the Covered Persons for the liabilities of the Company or any other member of the Group.

Section 6.02. Waiver of Fiduciary Duties.

(a) To the fullest extent permitted by applicable Law, the Covered Persons shall have no duty, fiduciary or otherwise, in their capacity as Stockholders to the Group or any other Stockholder in its capacity as a Stockholder. To the extent that, under applicable Law, a Covered Person has duties, including fiduciary duties (and liabilities

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arising from breach thereof), to a member of the Group or another Stockholder that are not waivable pursuant to the first sentence of this Section 6.02(a), such Covered Person shall not be liable to any member of the Group or any other Stockholder for its good faith reliance on the provisions of this Agreement.

(b) Every Director shall discharge his or her duties as a Director in good faith, with the care an ordinarily prudent Person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Company. A Director shall not be liable for any monetary damages to the Company which the Director serves or any Stockholder for any breach of such duties except for any transaction from which the Director derived an improper personal benefit, or any acts or omissions of such Director not in good faith or which involve knowing violation of applicable Law.

(c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of Stockholders or Directors otherwise existing under applicable Law (or set forth duties and liabilities that are lesser than those existing under applicable Law), are agreed by the Stockholders to replace such other duties and liabilities existing under applicable Law, and each Stockholder, for itself, to the fullest extent permitted under applicable Law, hereby waives any right to make any claim or bring any action or seek any recovery whatsoever based on such other duties or liabilities for breach thereof.

Section 6.03. Duties and Liabilities of Covered Persons; Exculpation. Without limiting Section 6.02, to the fullest extent permitted by applicable Law, and except as otherwise expressly provided herein, no Covered Person shall be liable to the Company or any other member of the Group or any Stockholder for any Claims and Expenses arising out of or incidental to any act or omission of such Covered Person on behalf of the Company or any other member of the Group or relating to the business or activities of the Company or any other member of the Group except to the extent that such conduct was not in good faith or involved knowing violation of applicable Law. A Covered Person shall be fully protected in relying in good faith upon the records of the Company or any other member of the Group and upon such information, opinions, reports or statements presented to the Company or any other member of the Group by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company or any other member of the Group, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to Stockholders might properly be paid.

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Section 6.04. Indemnification.

(a) To the fullest extent permitted by applicable Law, the Company shall, and shall cause each member of the Group to, indemnify and hold harmless each of the Covered Persons from and against all liabilities, obligations, losses, judgments, settlements, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by such Covered Person from the Group), claims, demands, actions, suits, Proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and documented legal fees and expenses and costs of investigation) of any kind or nature whatsoever (collectively, “Claims and Expenses”) which may be imposed on, incurred by or asserted at any time against such Covered Person in connection with the business or affairs of the Group or the activities of such Covered Person on behalf of the Group except to the extent arising out of such Covered Person’s conduct that was not in good faith or involved knowing violation of applicable Law; provided further that indemnification hereunder and the advancement of expenses under Section 6.05 shall be recoverable only from the assets of the Group and not from assets of the Stockholders.

(b) If for any reason the foregoing indemnity is due in accordance with the terms hereof but held by any court to be unavailable or unenforceable, then the Company shall and shall cause the other members of the Group to contribute to the amount paid or payable by it as a result of such Claims and Expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Group and the Covered Persons or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the Group and the Covered Persons but also the relative fault of the Group and the Covered Persons in connection with the conduct that resulted in such Claims and Expenses as well as any other relevant equitable considerations.

(c) For the avoidance of doubt, Claims and Expenses arising in connection with claims, demands, actions, suits, Proceedings between or among the Stockholders or brought by the Company against a Stockholder shall not be considered as arising out of or in connection with this Agreement or the Group’s business or affairs and therefore shall not be covered by the indemnification provisions of this Section 6.04 or the advancement of expenses under Section 6.05.

(d) The obligations of the Company and its Subsidiaries under this Article VI shall be in addition to any liability which the Company or the Subsidiaries may otherwise have to any Stockholder or other Person.

Section 6.05. Advancement of Expense. To the fullest extent permitted by applicable Law, the Company shall, and shall cause each member of the Group to, pay the expenses (including reasonable and documented legal fees and expenses and costs of investigation) incurred by a Covered Person in defending any claim, demand, action, suit or Proceeding contemplated in Section 6.04 (other than Section 6.04(c)) as such expenses are incurred by such Covered Person and in advance of the final disposition of such matter, provided that such Covered Person undertakes to repay such expenses if it is

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determined by agreement between such Covered Person and the Company or, in the absence of such an agreement, by a final judgment of a court of competent jurisdiction that such Covered Person is not entitled to be indemnified pursuant to Section 6.04.

Section 6.06. Notice of Proceedings. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding against such Covered Person, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Board of the commencement of such Proceeding, provided that the failure of a Covered Person to give notice as provided herein shall not relieve any member of the Group of its obligations under Section 6.04 and Section 6.05, except to the extent that the Group is prejudiced by such failure to give notice. In case any such Proceeding is brought against a Covered Person (other than a Proceeding by or in the right of the Company), after the Company has acknowledged in writing its obligation to indemnify and hold harmless the Covered Person, the Company will be entitled to assume the defense of such Proceeding; provided that (i) the Covered Person shall be entitled to participate in such Proceeding and to retain its own counsel at its own expense and (ii) if the Covered Person shall give written notice to the Company that in its good faith judgment certain claims made against it in such Proceeding could have a material adverse effect on the Covered Person or its Affiliates other than as a result of monetary damages, the Covered Person shall have the right to control (at its own expense and with counsel reasonably satisfactory to the Company) the defense of such specific claims with respect to the Covered Person (but not with respect to the Company or any other Covered Person); and provided further that if a Covered Person elects to control the defense of a specific claim with respect to such Covered Person, such Covered Person shall not consent to the entry of a judgment or enter into a settlement that would require the Company to pay any amounts under Section 6.03 without the prior written consent of the Company, such consent not to be unreasonably withheld. After written notice from the Company to such Covered Person acknowledging the Group’s obligation to indemnify and hold harmless the Covered Person and electing to assume the defense of such Proceeding, the Group will not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. Without the consent of such Covered Person, the Company will not consent to the entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability arising out of the Proceeding and claims asserted therein, (ii) requires or involves any admission of guilt on the part of the Covered Person, or (iii) requires the Covered Person to take any action or to forego taking any action other than the payment of damages. Any decision that is required to be made by the Company pursuant to Section 6.04 or Section 6.05 or this Section 6.06 shall be made on behalf of the Company by the affirmative vote of a majority of the Directors who are not Covered Persons; provided that if all such Directors are less than a quorum, they shall be deemed to constitute a quorum.

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Section 6.07. Insurance. The Company may, or may cause a controlled Affiliate to, purchase and maintain directors and officers insurance, to the extent and in such amounts as the Board may, in its discretion, deem reasonable.

ARTICLE VII

CONFIDENTIALITY; PUBLICITY; NON-SOLICITATION

Section 7.01. Confidential Information.

(a) During the term of this Agreement, certain confidential non-public information and materials (x) of the Company and the other members of the Group may be disclosed to the Stockholders and (y) of the Stockholders and their respective direct or indirect partners, stockholders or members may be disclosed to the Company and the other members of the Group (each party providing such information, a “Providing Party” and each party receiving such information, a “Receiving Party”). It is agreed that such materials, information and data (including all reports, analysis, compilations, data, studies and other materials which contain or otherwise reflect or are based on such materials, information or data) (collectively, “Confidential Information”) constitute the property of the Providing Party, and that each Receiving Party shall, and shall cause its Representatives to, maintain strictly confidential and not disclose such Confidential Information, other than to its Representatives who need to know such Confidential Information in connection with this Agreement or the businesses of the Group or use Confidential Information for any purpose other than for the specific purpose for which such Confidential Information has been disclosed to such Receiving Party, without the prior written consent of the Providing Party at any time. Each Receiving Party agrees to ensure that its Affiliates, directors, officers, employees and agents will comply with this Section 7.01 and shall be liable for any breach hereof by such Persons.

(b) The obligation to maintain in confidence all Confidential Information shall survive for a period of eighteen (18) months from the date of termination of this Agreement, but shall not apply to (i) any information which was known to a Receiving Party at or prior to the time of its disclosure by a Providing Party; (ii) any information which becomes lawfully known to a Receiving Party without any obligation of confidentiality to the Providing Party or its Affiliates at any time through a third party not known by such Receiving Party to be in breach of an obligation of confidentiality; (iii) any information which is or becomes known to the general public through no fault of a Receiving Party; (iv) any information which is developed by a Receiving Party or its Representatives independently of disclosure by the disclosing Person and without reference to or reliance on Confidential Information; (v) any information which a Receiving Party or its Representatives is required by applicable Law to disclose, provided that written notice of such disclosure under this clause (v) shall, to the extent legally permissible, be given promptly to the Providing Party so that it may take reasonable actions to avoid and minimize the extent of such disclosure; (vi) any disclosure of

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Confidential Information by Univar NV, the CD&R Investor Parties, Temasek Investor or their respective Representatives to the limited partners of the private equity funds managed by CD&R Manager or controlled by Affiliates of CD&R Investor (in the case of the CD&R Investor Parties) or the limited partners of the private equity funds controlled by the CVC GPs or Affiliates of Univar NV or the Affiliates of Temasek Investor (in the case of Temasek Investor), in each case that is not inconsistent with such funds’ past practices of providing information regarding portfolio companies to limited partners or Affiliates, (vii) disclosure to other Stockholders, (viii) in the case of the Mezzanine Investors and the Goldman Sachs Investors, information received by them pursuant to any indenture, credit agreement or similar agreement, the treatment of which is governed by the confidentiality provisions thereof or (ix) disclosure to any proposed Transferee to whom such proposed Transfer would be permitted under Section 4.01 as long as such proposed Transferee agrees to be bound by the provisions of this Section 7.01 as if a Stockholder.

Section 7.02. Publicity. Except to the extent required by applicable Law or stock exchange regulations in the reasonable judgment of each of the Stockholders’ legal counsel, none of the Stockholders will, and none of the Stockholders will permit any of their Affiliates and Representatives to, issue or cause the publication of any press release or other public announcement with respect to or concerning the matters contemplated by this Agreement without the prior written consent of Univar NV and CD&R Investor

Section 7.03. Non-Solicit. As long as each Relevant Party has a Director nominated by them on the Board, each Relevant Party and its Affiliates will refrain from soliciting for employment, employing or attempting to employ or divert any member of senior management of the Company, provided that each Relevant Party and its Affiliates may: (i) engage in general solicitations of employment not specifically directed at employees of the Company; (ii) employ any such person who (A) has been terminated by the Company; or (B) who has contacted such Relevant Party or its Affiliates through his or her own initiative without any direct or indirect solicitation by such party.

ARTICLE VIII

TERMINATION

Section 8.01. Termination.

(a) This Agreement shall terminate upon the earliest to occur of any of the following:

(i) the written agreement of the parties holding a majority of the Shares held by all parties hereto, provided that each of Univar NV, CD&R Investor and Temasek Investor is party to such written agreement; and

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(ii) as to each Stockholder, at such time as such Stockholder ceases to own Capital Stock, except for those provisions that by the terms thereof survive the termination of this Agreement, including Section 5.12, Article VI and Article VII.

(b) Nothing in this Agreement shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or to limit any other remedy available to a party on account of such breach under applicable Law.

ARTICLE IX

GOVERNING LAW AND CONFLICT RESOLUTION

Section 9.01. Governing Law. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party agrees that all disputes and controversies arising from or related to this Agreement shall be referred to the Delaware Court of Chancery pursuant to Delaware Court of Chancery Rules 96 through 98 for a final and binding arbitration of that dispute. Each party may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of such party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). Service of process made upon any party in any such action or proceeding shall be effective if notice is given in accordance with Section 11.03. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 9.02. Specific Performance. The parties hereto each acknowledge that, in view of the uniqueness of the subject matter hereof, the parties hereto may not have an adequate remedy at law for money damages if this Agreement were not performed in accordance with its terms, and therefore agree that the parties hereto shall be entitled to seek specific enforcement of the terms hereof and thereof in addition to any other remedy to which the parties hereto or thereto may be entitled at law or in equity.

ARTICLE X

REPRESENTATIONS AND WARRANTIES

Each Stockholder (other than Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors and the Management Stockholder) hereby represents and warrants to the other parties hereto, as of the date such Stockholder becomes party to this Agreement, as follows:

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Section 10.01. Organization, Standing and Power.

(a) If such Stockholder is a legal entity: (i) such Stockholder is duly organized, validly existing and in good standing (where and if applicable) under the laws of the applicable jurisdiction of organization; (ii) such Stockholder has full organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the execution, delivery and performance by such Stockholder of this Agreement has been duly and validly authorized and no additional organizational or shareholder authorization or consent is required in connection with the execution, delivery and performance by such Stockholder of this Agreement; and (iv) this Agreement, when executed and delivered by the other parties hereto, constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b) If such Stockholder is a natural person: (i) such Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by such Stockholder; and (iii) this Agreement when executed and delivered by the other parties hereto each constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 10.02. Consents and Approvals. No consent, approval, waiver, authorization, notice or filing is required to be obtained by such Stockholder or any of its Affiliates from, or to be given by such Stockholder or any of its Affiliates to, or made by such Stockholder or any of its Affiliates with, any Government Entity in connection with the execution, delivery and performance by such Stockholder of this Agreement.

Section 10.03. Non-Contravention. The execution, delivery and performance by such Stockholder of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not (i) if such Stockholder is a legal entity, violate any provision of the organizational documents of such Stockholder or (ii) violate any Law to which such Stockholder is subject, or under any governmental authorization.

Section 10.04. No Litigation. There is no litigation, investigation or other Proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder or any of its Affiliates which, if adversely determined, could materially adversely affect the ability of such Stockholder to perform its obligations under this Agreement.

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ARTICLE XI

MISCELLANEOUS

Section 11.01. Successors and Assigns. Subject to Section 11.02(c), this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Company and by any Stockholder and their respective successors and permitted assigns, and no term or provision of this Agreement is for the benefit of, or intended to create any obligations to, any other Person, except as otherwise specifically provided in this Agreement. Stockholders may assign their respective rights and obligations hereunder to any Transferees only to the extent expressly provided herein.

Section 11.02. Amendments; Waiver.

(a) Any provision of this Agreement may only be amended or waived by the prior written consent of the Stockholders holding a majority of the Shares held by Stockholders party to this Agreement together with the prior written consent of Univar NV and CD&R Investor, in each case for so long as it is a Stockholder; provided, that no provision of this Agreement (including, for the avoidance of doubt, the restrictions on Transfers set forth in Article IV) may be amended or waived (w) in a manner adversely affecting the rights or obligations of a Mezzanine Investor which does not, by its terms, adversely affect the rights or obligations of all other Stockholders in a substantially similar manner, without the prior written consent of Mezzanine Investors and their respective Permitted Transferees that own a majority of the Shares owned by all Mezzanine Investors and their respective Permitted Transferees, (x) in a manner adversely affecting the rights or obligations of the Goldman Sachs Investors which does not, by its terms, adversely affect the rights or obligations of all other Stockholders in a substantially similar manner, without the prior written consent of Goldman Sachs Investors and their respective Permitted Transferees that own at least 50% of the Shares owned by all Goldman Sachs Investors and their respective Permitted Transferees, (y) in a manner adversely affecting the rights or obligations of the Management Stockholder which does not, by its terms, adversely affect the rights or obligations of all other Stockholders in a substantially similar manner, without the prior written consent of the Management Stockholder and its Permitted Transferees that own a majority of the Shares owned by the Management Stockholder and its Permitted Transferees and (z) in a manner adversely affecting the rights or obligations of Temasek Investor which does not, by its terms, adversely affect the rights or obligations of all other Stockholders in a substantially similar manner, without the prior written consent of Temasek Investor and its Permitted Transferees that own a majority of the Shares owned by Temasek Investor and its Permitted Transferees.

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(b) Any party may waive in whole or in part any benefit or right provided to it under this Agreement, such waiver being effective only if contained in a writing executed by the waiving party except as provided in Section 11.02(a). No failure or delay by any party to insist upon the strict compliance and performance of any covenant, duty, agreement or condition of this Agreement or in exercising any right, power, privilege or remedy hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof or of any other right, power, privilege or remedy and no single or partial exercise thereof (except as otherwise specified herein) shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.

(c) This Agreement may not be assigned without the express written consent of Univar NV and CD&R Investor, except as expressly provided in Section 4.01 in connection with a Transfer of Shares expressly permitted by and effected pursuant to Article IV, and any purported or attempted assignment in violation hereof or thereof shall be void.

Section 11.03. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given or made if delivered personally, sent by facsimile (which is confirmed) or sent by registered or certified mail (postage prepaid, return receipt requested) or by a nationally recognized overnight delivery service (with delivery confirmed) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.03):

If to CD&R Investor or any of its Permitted Transferees who are Stockholders, to:

CD&R Univar Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenue

18th Floor

New York, New York 10152

Attn: David H. Wasserman

George K. Jaquette

Facsimile: 1-212-407-5252

with a copy (which shall not by itself constitute notice hereunder) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attn: Paul S. Bird

Steven J. Slutzky

Facsimile: 1-212-909-6836

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If to Univar NV:

Univar N.V.

712 Fifth Avenue

43rd Floor

New York NY 10019

Attn: Gijs Vuursteen

Facsimile: 1-212-265-6375

with a copy (which shall not by itself constitute notice hereunder) to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attn: Sean Griffiths

Facsimile: 1-212-351-5222

If to the Temasek Investor to:

Dahlia Investments Pte Ltd.

60B Orchard Road

#06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Attn: Juliet Teo

Email: juliett@temasek.com.sg

If to the Company, to:

Univar Inc.

3075 Highland Parkway, Suite 200

Downers Grove, IL 60515

Attn: Stephen N. Landsman

Email: steve.landsman@univar.com

with a copy (which shall not by itself constitute notice hereunder) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attn: Paul S. Bird

Steven J. Slutzky

Facsimile: 1-212-909-6836

49

If to a Mezzanine Investor or any of its Permitted Transferees who are Stockholders, to the applicable address set forth in Schedule I to the Mezzanine Subscription Agreements.

If to the Management Stockholder or any of its Permitted Transferees who are Stockholders, to the applicable address set forth in Schedule I to the Management Subscription Agreements.

If to a Goldman Sachs Investor or any of its Permitted Transferees who are Stockholders, to:

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Attn: Oliver Thym / Eric Goldstein

Facsimile: 1-212-357-5505

with a copy (which shall not by itself constitute notice hereunder) to:

Fried Frank Harris Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attn: Emil Buchman

Facsimile: 1-212-859-8587

Any party may furnish a change of address to the other parties hereto in writing in accordance herewith, and such notices of change of address shall be effective upon receipt.

Section 11.04. Integration; Interpretation. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties hereto with respect to the subject matter hereof. In the event of a conflict between this Agreement and the Organizational Documents of the Company or any of its Subsidiaries, or between the parties hereto, this Agreement shall govern.

Section 11.05. Severability. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereto hereunder shall be enforceable to the fullest extent permitted by applicable Law. If any

50

provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) the Company, Univar NV, CD&R Investor and Temasek Investor shall negotiate in good faith to agree upon a suitable and equitable provision that shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 11.06. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same Agreement.

Section 11.07. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided in Section 5.09 and with respect to Covered Persons in Article VI.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

UNIVAR INC.
By:	/s/ Stephen Landsman
	Name: Stephen Landsman
	Title: General Counsel
UNIVAR N.V.
By:	/s/ Henk Schop
	Name: Henk Schop
	Title: Director
CD&R UNIVAR HOLDINGS, L.P.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President, Treasurer and Assistant Secretary
DAHLIA INVESTMENTS PTE. LTD.
By:	/s/ Seah Seow Ling
	Name: Seah Seow Ling
	Title: Director

[Signature Page – Stockholders Agreement]

GSMP V ONSHORE US, LTD.
By:	/s/ Elizabeth Overbay
	Name: Elizabeth Overbay
	Title: Vice President
GSMP V OFFSHORE US, LTD.
By:	/s/ Elizabeth Overbay
	Name: Elizabeth Overbay
	Title: Vice President
GSMP V INSTITUTIONAL US, LTD
By:	/s/ Elizabeth Overbay
	Name: Elizabeth Overbay
	Title: Vice President
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:	/s/ Elizabeth Overbay
	Name: Elizabeth Overbay
	Title: Vice President

[Signature Page – Stockholders Agreement]

PARCOM ULYSSES 2 S.à r.l.
By:	/s/ Lux Business Management S.à.r.l.
	Name: Lux Business Management S.à.r.l.
	Title: Sole Manager
PARCOM BUY OUT FUND II B.V.
By:	/s/ Erik Westerink
	Name: Erik Westerink
	Title: Managing Partner           Parcom Capital Management B.V.
KYCO INVESTMENTS L.P.
By:	/s/ Scott Pendery
	Name: Scott Pendery
	Title: President

[Signature Page – Stockholders Agreement]

ANNEX A

Univar N.V.

CD&R Univar Holdings, L.P.

Apollo Investment Corporation

AIE EuroLux S.àr.l.

Highbridge Principal Strategies – Mezzanine Partners Delaware Subsidiary, LLC

Highbridge Principal Strategies – Institutional Mezzanine Partners Subsidiary, L.P.

Highbridge Principal Strategies – Offshore Mezzanine Partners Master Fund, L.P.

GSO COF Facility LLC

GSMP V Onshore US, Ltd.

GSMP V Offshore US, Ltd.

GSMP V Institutional US, Ltd.

Broad Street Principal Investments, L.L.C.

Minot Light Debt Mezz Ltd.

KYCO Investments, L.P.

J. Erik Fyrwald

2012 Fyrwald Irrevocable Family Trust

J. Erik Fyrwald Revocable Trust u/a/d 12/05/2005

2013 Fyrwald Irrevocable Family Trust

David E. Flitman Trust dated October 15,1998

Jack F. Welch, Jr. 2004 Revocable Trust

EX-99.5

Exhibit 5

EXECUTION VERSION

CONFIDENTIAL

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT, dated as of November 30, 2010 (the “Agreement”), is among Univar Inc., a Delaware corporation (the “Company”), Univar USA Inc., a Washington corporation (together with the Company, the “Company Entities”), CD&R Univar Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “Fund”), CD&R Friends & Family Fund VIII, L.P., CD&R Advisor Univar Co-Investor, L.P., CD&R Univar Co-Investor, L.P., CD&R Univar Co-Investor II, L.P., each a Cayman Islands exempted limited partnership, CD&R Univar NEP VIII Co-Investor, LLC and CD&R Univar NEP IX Co-Investor, LLC, each a Delaware limited liability company (collectively, the “Other CD&R Investors”, and, together with CD&R Investor and the Fund, the “CD&R Investor Parties”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.

RECITALS

A. The Fund is managed by Manager, the general partner of the Fund is CD&R Associates VIII, Ltd., a Cayman Islands exempted company (the “GP of the Fund”), and the special limited partner of the Fund is CD&R Associates VIII, L.P., a Cayman Islands exempted limited partnership (together with the GP of the Fund, any general partner of the Other CD&R Investors and any other investment vehicle that is a direct or indirect stockholder in the Company and managed by Manager or its Affiliates, “Manager Associates”).

B. CDR Ulysses, LLC, a Delaware limited liability company, is an acquisition vehicle formed by Manager that has executed a Stock Purchase Agreement, dated as of August 31, 2010 (as the same may be amended from time to time in accordance with its terms, the “Stock Purchase Agreement”), among CDR Ulysses, LLC, the Company, and Univar N.V., a company organized under the laws of the Netherlands (“Holdings”), pursuant to which the CD&R Investor Parties have directly or indirectly acquired shares of newly issued Company common stock from the Company (the “Equity Offering”) and shares of the Company’s common stock from Holdings, representing in the aggregate 42.5% of the issued and outstanding shares of the Company’s common stock after giving effect to the Equity Offering (such acquisitions collectively, the “Investment”).

C. The Company, Holdings, CD&R Investor and certain other parties have entered into a Stockholders Agreement (as the same may be amended from time to time in accordance with the terms thereof, the “Stockholders Agreement”), dated as of the date hereof, setting forth certain agreements with respect to, among other things, the management of the Company and transfers of its shares in various circumstances.

D. Concurrently with the execution and delivery of this Agreement, the Company Entities have entered into a Fee Agreement (the “Fee Agreement”) and a Consulting Agreement with Manager, each dated as of the date hereof, as the same may be amended from time to time in accordance with their respective terms and the Stockholders Agreement (collectively, the “Services Agreements”).

E. In connection with the Investment, Manager has performed the Initial Services (as defined in the Fee Agreement).

F. In connection with the Investment, the Company and/or one or more of its wholly-owned Subsidiaries intends to consummate the New Financing and to cause the Amended Facilities to become effective.

G. In connection with the transactions contemplated by the Purchase Agreement, dated as of October 20, 2010, as the same may be amended from time to time in accordance with its terms, among the Company, Basic Chemical Solutions, LLC and the other parties thereto, the Company intends to consummate the transactions contemplated by the BCS Financing Commitments (the “BCS Financing”).

H. The Company or one or more of its Subsidiaries from time to time in the future may (i) offer and sell or cause to be offered and sold equity or debt securities or instruments (such offerings, collectively, the “Subsequent Offerings”), including without limitation (x) offerings of shares of capital stock of the Company or any of its Subsidiaries, and/or options to purchase such shares or other equity-linked instruments to employees, directors, managers, dealers, franchisees and consultants of and to the Company or any of its Subsidiaries (any such offering, a “Management Offering”), and (y) one or more offerings of debt securities or instruments for the purpose of refinancing any indebtedness of the Company or any of its Subsidiaries or for other corporate purposes, (ii) repurchase, redeem or otherwise acquire certain securities or instruments of the Company or any of its Subsidiaries or engage in recapitalization or structural reorganization transactions relating thereto (any such repurchase, redemption, acquisition, recapitalization or reorganization, a “Redemption”), in each case subject to the terms and conditions of the Stockholders Agreement and any other applicable agreement, and (iii) incur or assume indebtedness for borrowed money, assume, guarantee, endorse or otherwise become liable or responsible for (whether directly or contingently or otherwise) for the obligations of any other Person or make any loan or advance to any other Person (such indebtedness, assumptions, guarantees, endorsements, loans, advances and liabilities, collectively, “Subsequent Financings”).

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I. The parties hereto recognize the possibility that claims might be made against and liabilities incurred by Manager, the CD&R Investor Parties, Manager Associates or their related Persons or Affiliates under applicable securities laws or otherwise in connection with the Transactions (including the Initial Services), Offerings, or Financings, or relating to other actions or omissions of or by members of the Company Group, or relating to the provision of financial, investment banking, management, advisory, consulting, monitoring or other services, including service as an officer or director of any member of the Company Group (collectively, “Services”) to the Company Group by such Persons, and the parties hereto accordingly wish to provide for Manager, the CD&R Investor Parties, Manager Associates and their related Persons and Affiliates to be indemnified in respect of any such claims and liabilities.

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual agreements and covenants and provisions herein set forth, the parties hereto hereby agree as follows:

1. Definitions.

(a) “Affiliate” means, with respect to any Person, (i) any other Person directly or indirectly Controlling, Controlled by or under common Control with, such Person (ii) any Person directly or indirectly owning or Controlling 10% or more of any class of outstanding voting securities of such Person or (iii) any officer, director, general partner, special limited partner or trustee of any such Person described in clause (i) or (ii).

(b) “Amended Facilities” has the meaning specified in the Stock Purchase Agreement.

(c) “BCS Financing” has the meaning specified in the Recitals to this Agreement.

(d) “BCS Financing Commitments” has the meaning specified in the Stockholders Agreement.

(e) “CD&R Investor” has the meaning specified in the first paragraph of this Agreement.

(f) “CD&R Investor Parties” has the meaning specified in the first paragraph of this Agreement.

(g) “Claim” means, with respect to any Indemnitee, any claim by or against such Indemnitee involving any Obligation with respect to which such Indemnitee may be entitled to be indemnified by any member of the Company Group under this Agreement.

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(h) “Commission” means the United States Securities and Exchange Commission or any successor entity thereto.

(i) “Company” has the meaning specified in the first paragraph of this Agreement.

(j) “Company Group” means the Company and each of its Subsidiaries.

(k) “Services Agreements” has the meaning specified in the Recitals to this Agreement.

(l) “Control” of any Person means the power to direct the management and policies of such Person (whether through the ownership of voting securities, by contract, as trustee or executor, as general partner, or otherwise).

(m) “Equity Offering” has the meaning specified in the Recitals to this Agreement.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(o) “Expenses” means all attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees and expenses of experts, witness and public relations consultants, bonds, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements, costs or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a Proceeding.

(p) “Fee Agreement” has the meaning specified in the Recitals to this Agreement.

(q) “Financings” means the Amended Facilities, the New Financing, the BCS Financing, and any Subsequent Financing.

(r) “Fund” has the meaning specified in the first paragraph of this Agreement.

(s) “GP of the Fund” has the meaning specified in the Recitals to this Agreement.

(t) “Indemnifying Party” has the meaning specified in Section 2(a) of this Agreement.

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(u) “Indemnitee” means each of Manager, the CD&R Investor Parties, Manager Associates, their respective Affiliates (other than any member of the Company Group), their respective successors and assigns, and the respective directors, officers, partners, members, employees, agents, advisors, consultants, representatives and controlling persons (within the meaning of the Securities Act) of each of them, or of their partners, members and controlling persons, and each other person who is or becomes a director or an officer of any member of the Company Group and who is or becomes an employee of, or is nominated or designated to serve as a director or officer by, any of the foregoing, in each case irrespective of the capacity in which such person acts.

(v) “Initial Services” has the meaning specified in the Fee Agreement.

(w) “Investment” has the meaning specified in the Recitals to this Agreement.

(x) “Management Offering” has the meaning specified in the Recitals to this Agreement.

(y) “Manager” has the meaning specified in the first paragraph of this Agreement.

(z) “Manager Associates” has the meaning specified in the Recitals to this Agreement.

(aa) “New Financing” has the meaning specified in the Stock Purchase Agreement.

(bb) “Obligations” means, collectively, any and all claims, obligations, liabilities, causes of actions, Proceedings, investigations, judgments, decrees, losses, damages (including punitive, consequential, special and exemplary damages), fees, fines, penalties, amounts paid in settlement, costs and Expenses (including without limitation interest, taxes, assessments and other charges in connection therewith and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case incurred, arising or existing with respect to third parties or otherwise, at any time or from time to time.

(cc) “Offerings” means the Equity Offering, any Management Offering any Redemption and any Subsequent Offering.

(dd) “Other CD&R Investors” has the meaning specified in the first paragraph of this Agreement.

(ee) “Person” means an individual, corporation, limited liability company, limited or general partnership, trust or other entity, including a governmental or political subdivision or an agency or instrumentality thereof.

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(ff) “Proceeding” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation a claim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing.

(gg) “Redemption” has the meaning specified in the Recitals to this Agreement.

(hh) “Related Document” means any agreement, certificate, instrument or other document to which any member of the Company Group may be a party or by which it or any of its properties or assets may be bound or affected from time to time relating in any way to the Transactions or any Offering or Financing or any of the transactions contemplated thereby, including without limitation, in each case as the same may be amended from time to time, (i) any registration statement filed by or on behalf of any member of the Company Group with the Commission in connection with any Offering or Financing, including all exhibits, financial statements and schedules appended thereto, and any submissions to the Commission in connection therewith, (ii) any prospectus, preliminary, final, free writing or otherwise, included in such registration statements or otherwise filed by or on behalf of any member of the Company Group in connection with any Offering or used to offer or confirm sales of their respective securities or instruments in any Offering, (iii) any private placement or offering memorandum or circular, information statement or other information or materials distributed by or on behalf of any member of the Company Group or any placement agent or underwriter in connection with the Transactions or any Offering or Financing, (iv) any federal, state or foreign securities law or other governmental or regulatory filings or applications made in connection with any Offering, the Transactions or any of the transactions contemplated thereby, (v) any dealer-manager, underwriting, subscription, purchase, stockholders, option or registration rights agreement or plan entered into or adopted by any member of the Company Group in connection with the Transactions or any Offering or Financing, (vi) any purchase, repurchase, redemption, recapitalization or reorganization or other agreement entered into by any member of the Company Group in connection with any Redemption, or (vii) any quarterly, annual or current reports or other filing filed, furnished or supplementally provided by any member of the Company Group with or to the Commission or any securities exchange, including all exhibits, financial statements and schedules appended thereto, and any submission to the Commission or any securities exchange in connection therewith.

(ii) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(jj) “Services” has the meaning specified in the Recitals to this Agreement.

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(kk) “Stock Purchase Agreement” has the meaning specified in the Recitals to this Agreement.

(ll) “Stockholders Agreement” has the meaning specified in the Recitals to this Agreement.

(mm) “Subsequent Financings” has the meaning specified in the Recitals to this Agreement.

(nn) “Subsequent Offerings” has the meaning specified in the Recitals to this Agreement.

(oo) “Subsidiary” means each corporation or other Person in which a Person owns or Controls, directly or indirectly, capital stock or other equity interests representing more than 50% of the outstanding voting stock or other equity interests.

(pp) “Transactions” means the Investment (including the Equity Offering), the Amended Facilities, the New Financing and any other transaction for which Services are or have been provided to any member of the Company Group.

2. Indemnification.

(a) Each of the Company Entities (each, an “Indemnifying Party” and collectively, the “Indemnifying Parties”), jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee, to the fullest extent permitted by law, from and against any and all Obligations in any way resulting from, arising out of or in connection with, based upon or relating to (i) the Securities Act, the Exchange Act or any other applicable securities or other laws, in connection with the Transactions, any other Offering, any other Financing, any Related Document or any of the transactions contemplated thereby, (ii) any other action or failure to act of any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to occur, or (iii) the performance or failure to perform by Manager or its Affiliates of Services for any member of the Company Group (whether prior to the date hereof or hereafter and whether pursuant to the Services Agreements or otherwise), (iv) the fact that such Indemnitee is or was a stockholder, director or officer of any member of the Company Group, or (v) any breach or alleged breach by such Indemnitee of any duty imposed on a stockholder, officer or director.

(b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations resulting from, arising out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable securities or other laws, rules or regulations in connection with (i) the inaccuracy or breach of or default under any

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representation, warranty, covenant or agreement in any Related Document, or any allegation thereof, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Related Document or (iii) any omission or alleged omission to state in any Related Document a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to indemnify such Indemnitee from and against any such Obligation to the extent that such Obligation arises out of or is based upon an untrue statement or omission made in such Related Document in reliance upon and in conformity with written information furnished to the Company by such Indemnitee in an instrument duly executed by such Indemnitee and specifically stating that it is for use in the preparation of such Related Document.

(c) Without in any way limiting the foregoing, in the event that any Proceeding is initiated by an Indemnitee, any member of the Company Group or any other Person to enforce or interpret this Agreement, the Services Agreements, any rights of such Indemnitee to indemnification or advancement of Expenses (or related obligations of such Indemnitee) under any member of the Company Group’s certificate of incorporation or bylaws, any other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any member of the Company Group, the Delaware General Corporation Law, any other applicable law or any liability insurance policy, or any rights or obligations under the Services Agreements, each of the Indemnifying Parties shall, jointly and severally, indemnify such Indemnitee against all costs and Expenses incurred by such Indemnitee or on such Indemnitee’s behalf (including but not limited to by any Manager Associate for all costs and Expenses incurred by it on such Indemnitee’s behalf) in connection with such Proceeding, whether or not such Indemnitee is successful in such Proceeding, except to the extent that the Person presiding over such Proceeding determines that material assertions made by such Indemnitee in such Proceeding were in bad faith or were frivolous.

(d) Notwithstanding anything in this Section 2 to the contrary, it is understood and agreed that nothing in this Agreement is intended to provide for indemnification in respect of taxes imposed on the basis of income of an Indemnitee.

3. Contribution.

(a) If for any reason the indemnity specifically provided for in Section 2 is unavailable or is insufficient to hold harmless any Indemnitee from any Obligation covered by such indemnity, then the Indemnifying Parties, jointly and severally, shall contribute to the amount paid or payable by such Indemnitee as a result of such Obligation in such proportion as is appropriate to reflect (i) the relative fault of each of the members of the Company Group, on the one hand, and such Indemnitee, on the other, in connection with the state of facts giving rise to such Obligation, (ii) the relative benefits received by the members of the Company Group, on the one hand, and such

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Indemnitee, on the other, from the Transaction, Offering, Financing or other circumstances giving rise to such Obligation and (iii) if required by applicable law, any other relevant equitable considerations.

(b) For purposes of Section 3(a), the relative fault of each member of the Company Group, on the one hand, and of an Indemnitee, on the other, shall be determined by reference to, among other things, (i) their respective relative intent, knowledge, access to information and opportunity to correct the state of facts giving rise to such Obligation, (ii) in the case of Section 2(b), whether the information whose inclusion in or omission from a Related Document resulted in the actual or alleged inaccuracy or breach of or default under any representation, warranty, covenant or agreement therein, or which is or is alleged to be untrue, required to be stated therein or necessary to make the statements therein not misleading, was supplied or should have been supplied by the members of the Company Group, on the one hand, or by such Indemnitee, on the other, and (iii) applicable law, and the relative benefits received by each member of the Company Group, on the one hand, and an Indemnitee, on the other, shall be determined by weighing the direct monetary proceeds to the Company Group, on the one hand, and such Indemnitee, on the other, from the Transaction, Offering, Financing or other circumstances giving rise to such Obligation.

(c) The parties hereto acknowledge and agree that it would not be just and equitable if the Indemnifying Parties’ contributions pursuant to Section 3 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in such Section. No Indemnitee shall be entitled to contribution from any Indemnifying Party with respect to any Obligation covered by the indemnity specifically provided for in Section 2(b) in the event that such Indemnitee is finally determined to be guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such Obligation and no Indemnifying Party is guilty of such fraudulent misrepresentation.

4. Indemnification Procedures.

(a) Whenever any Indemnitee shall have actual knowledge of the assertion of a Claim against it, Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the appropriate member of the Company Group in writing of the Claim (a “Notice of Claim”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified Manager thereof, provided the failure or delay of Manager or such Indemnitee to give such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Notice of Claim shall specify all material facts known to Manager (or if given by such Indemnitee, such

9

Indemnitee) relating to such Claim and the monetary amount or an estimate of the monetary amount of the Obligation involved if Manager (or if given by such Indemnitee, such Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to Manager, subject to the right of Manager to undertake such defense as hereinbelow provided. Manager may participate in such defense with counsel of Manager’s choosing at the expense of the Indemnifying Parties. In the event that the Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after Manager (or if given by such Indemnitee, such Indemnitee) has given the Notice of Claim, or in the event that Manager shall in good faith determine that the defense of any Claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including, without limitation, Claims brought by or on behalf of any member of the Company Group), Manager may, at the expense of the Indemnifying Parties, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of Manager, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior consent of the Company (on its own behalf and on behalf of each other Indemnifying Party), which shall not be unreasonably withheld or delayed. In each case, Manager and each other Indemnitee seeking indemnification hereunder will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of such Claim, including making available evidence within the control of Manager or such Indemnitee, as the case may be, and persons needed as witnesses who are employed by Manager or such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, shall be paid by the Indemnifying Parties.

(b) The Manager shall notify the Indemnifying Parties in writing of the amount requested for advances (a “Notice of Advances”). Each of the Indemnifying Parties, jointly and severally, agrees to advance all Expenses incurred by Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding contemplated by Section 2(c)) in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses upon

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receipt of an undertaking by or on behalf of Manager or such Indemnitee to repay amounts so advanced if it shall ultimately and finally be determined, including through all challenges, if any, to the award rendered therein, that Manager or such Indemnitee is not entitled to be indemnified by the Indemnifying Parties as authorized by this Agreement. Such repayment undertaking shall be unsecured and shall not bear interest. No Indemnifying Party shall impose on any Indemnitee additional conditions to advancement or require from such Indemnitee additional undertakings regarding repayment. The Indemnifying Parties shall make payment of such advances no later than 10 days after the receipt of the Notice of Advances.

(c) Manager shall notify the Indemnifying Parties in writing of the amount of any Obligation actually paid by Manager or any Indemnitee on whose behalf Manager is acting (a “Notice of Payment”). The amount of any Obligation actually paid by Manager or such Indemnitee shall bear simple interest at the rate equal to the JPMorgan Chase Bank, N.A. prime rate as of the date of such payment plus 2% per annum, from the date any Indemnifying Party receives the Notice of Payment to the date on which each of the Indemnifying Parties, jointly and severally, shall repay the amount of such Obligation plus interest thereon to Manager or such Indemnitee. The Indemnifying Parties shall make indemnification payments to Manager no later than 30 days after receipt of the Notice of Payment.

(d) Presumptions; Burden and Standard of Proof. In connection with any determination regarding the entitlement of any Indemnitee to be indemnified, or any review of any such determination, by any Person:

(i) It shall be a presumption that such Indemnitee has met any applicable standard of conduct and that indemnification of such Indemnitee is proper in the circumstances.

(ii) The burden of proof shall be on the Indemnifying Parties to overcome the presumption set forth in the preceding clause (i), and such presumption shall only be overcome if the Indemnifying Parties establish that there is no reasonable basis to support it.

(iii) The termination of any Proceeding by judgment, order, finding, award, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that an Indemnitee did not meet any applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.

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5. Certain Covenants. The rights of each Indemnitee to be indemnified under any other agreement, document, certificate or instrument, by-laws or other organizational agreement or instrument, insurance policy or applicable law are independent of and in addition to any rights of such Indemnitee to be indemnified under this Agreement, provided that to the extent that an Indemnitee is entitled to be indemnified by the Indemnifying Parties under this Agreement and by any other Indemnitee under any other agreement, document, certificate, by-law or instrument, or by any insurer under a policy maintained by any other Indemnitee, the obligations of the Indemnifying Parties hereunder shall be primary, and the obligations of such other Indemnitee or insurer secondary, and no Indemnifying Party shall be entitled to contribution or indemnification from or subrogation against such other Indemnitee or insurer. Notwithstanding the foregoing, any Indemnitee may choose to seek indemnification from any potential source of indemnification regardless of whether such indemnitor is primary or secondary. An Indemnitee’s election to seek advancement of indemnified sums from any secondary indemnifying party will not limit the right of such Indemnitee, or any secondary indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Indemnifying Parties to the extent that the obligations of the Indemnifying Parties are primary, and each of the Indemnifying Parties shall, jointly and severally, indemnify each Indemnitee from and against, and shall pay to each Indemnitee, any amount paid or reimbursed by such Indemnitee to or on behalf of another indemnitee, pursuant to indemnification arrangements or otherwise, in respect of an Obligation referred to in Section 2. The rights of each Indemnitee and the obligations of each Indemnifying Party hereunder shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Investment, each of the Company Entities and its corporate successors, shall implement and maintain in full force and effect any and all corporate charter and by-law provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest extent permitted by applicable law, including without limitation a provision of its certificate of incorporation (or comparable organizational document under its jurisdiction of incorporation) eliminating liability of a director for breach of fiduciary duty to the fullest extent permitted by applicable law, as amended from time to time. So long as the Company or any other member of the Company Group maintains liability insurance for any directors, officers, employees or agents of any such person, the Indemnifying Parties shall ensure that each Indemnitee serving or that has served in such capacity is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s and the Company Group’s then current directors and officers. No Indemnifying Party shall seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, or take or fail to take any other action if such action or failure would reasonably be expected to have the effect of prohibiting or otherwise interfering, with the performance of any of the Indemnifying Parties’ indemnification, advancement or other obligations under this Agreement.

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6. Notices. All notices and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage prepaid and return receipt requested), telecopier, overnight courier or hand delivery, as follows:

(a) If to any Company Entity, to:

Univar Inc.

17425 NE Union Hill Road

Redmond, Washington 98052

Attention: General Counsel

Facsimile: (425) 889-3500

(b) If to Manager or any of the CD&R Investor Parties, to:

Clayton, Dubilier & Rice, LLC

375 Park Avenue

18th Floor

New York, New York 10152

Attention: Theresa A. Gore

Facsimile: (212) 893-7061

or to such other address or such other person as any Company Entity, Manager, or any of the CD&R Investor Parties, as the case may be, shall have designated by notice to the other parties hereto. All communications hereunder shall be effective upon receipt by the party to which they are addressed. A copy of any notice or other communication given under this Agreement shall also be given to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Paul S. Bird, Esq.

Jonathan E. Levitsky, Esq.

Facsimile: (212) 909-6836

7. Arbitration

(a) Any dispute, claim or controversy arising out of, relating to, or in connection with this contract, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally determined by arbitration. The arbitration shall be administered by JAMS. If the disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written

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agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties.

(b) The seat of the arbitration shall be New York, New York. The parties submit to jurisdiction in the state and federal courts of the State of New York for the limited purpose of enforcing this agreement to arbitrate.

(c) The arbitration shall be conducted by one neutral arbitrator unless the parties agree otherwise. The parties agree to seek to reach agreement on the identity of the arbitrator within 30 days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the process set forth in JAMS Comprehensive Rule 15.

(d) The arbitration award shall be in writing, state the reasons for the award, and be final and binding on the parties. Subject to Section 2(c), the arbitrator may, in the award, allocate all or part of the fees incurred in and costs of the arbitration, including the fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

(e) The parties agree that the arbitration shall be kept confidential and that the existence of the Proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to the conduct of the Proceeding. The confidentiality obligations shall not apply (i) if disclosure is required by law, or in judicial or administrative proceedings, or (ii) as far as disclosure is necessary to enforce the rights arising out of the award.

8. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction.

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9. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

10. Successors; Binding Effect. Each Indemnifying Party will require its successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and assets of such Indemnifying Party, by agreement in form and substance satisfactory to Manager, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as such Indemnifying Party (which shall not be released from its obligations). This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns, and each other Indemnitee, but neither this Agreement nor any right, interest or obligation hereunder shall be assigned, whether by operation of law or otherwise, by the Company without the prior written consent of Manager. Insofar as any Indemnitee transfers all or substantially all of its assets to a third party, such third party shall thereupon be deemed an additional Indemnitee for all purposes of this Agreement, with the same effect as if it were a signatory to this Agreement in such capacity.

11. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or remedy hereunder upon any Person other than each of the parties hereto and their respective successors and permitted assigns and each other Indemnitee (each of whom is an intended third party beneficiary of this Agreement). Neither the waiver by any of the parties hereto or by any other Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any such party or Indemnitee, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges. No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder, shall be valid and binding unless set forth in writing and duly executed by the Company (on its own behalf and on behalf of each other Indemnifying Party) and the Manager (acting on its own behalf and on behalf of each other Indemnitee). This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[The remainder of this page has been left blank intentionally.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

CLAYTON, DUBILIER & RICE, LLC
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary
CD&R UNIVAR HOLDINGS, L.P.
By:	CD&R Associates VIII, Ltd., its general partner
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary
CLAYTON, DUBILIER & RICE FUND VIII, L.P.
By:	CD&R Associates VIII Ltd., its general partner
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to Indemnification Agreement (CD&R)]

CD&R UNIVAR CO-INVESTOR, L.P.
By:	CD&R Associates VIII, Ltd., its general partner
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary
CD&R UNIVAR CO-INVESTOR II, L.P.
By:	CD&R Associates VIII, Ltd., its general partner
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary
CD&R FRIENDS & FAMILY FUND VIII, L.P.
By:	CD&R Associates VIII, Ltd., its general partner
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to Indemnification Agreement (CD&R)]

CD&R ADVISOR UNIVAR CO-INVESTOR, L.P.
By:	CD&R Associates VIII, Ltd., its general partner
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary
CD&R UNIVAR NEP VIII CO-INVESTOR, LLC
By:	CD&R Associates VIII Ltd., its manager
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary
CD&R UNIVAR NEP IX CO-INVESTOR, LLC
By:	CD&R Associates VIII Ltd., its manager
By:	/s/ Theresa Gore
Name:	Theresa Gore
Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to Indemnification Agreement (CD&R)]