0001104659-14-015625 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 4th, 2014 • P2 Capital Partners, LLC • Arrangement of transportation of freight & cargo • Delaware

This REGISTRATION RIGHTS AGREEMENT, effective as of June 6, 2013 (this “Agreement”), is entered into by and among UTi Worldwide Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands with BVI company number 141257 (the “Company”), and other persons and entities signatory hereto (each, a “Holder” and together, the “Holders”).

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Amended and Restated Letter Agreement
Letter Agreement • March 4th, 2014 • P2 Capital Partners, LLC • Arrangement of transportation of freight & cargo • Delaware

This amended and restated letter agreement (this “Letter Agreement”) amends, restates and supersedes in its entirety that certain letter agreement dated April 22, 2013, between P2 Capital Partners, LLC (“P2 Capital”) and UTi Worldwide Inc. (“UTi”) setting forth, among other things, the terms under which Josh Paulson, an executive with P2 Capital (the “Candidate”), would be appointed to the Board of Directors of UTi (the “Board”).

Letter Agreement
Letter Agreement • March 4th, 2014 • P2 Capital Partners, LLC • Arrangement of transportation of freight & cargo • Delaware

P2 Capital Partners, LLC (“P2 Capital”) and UTi Worldwide Inc. (“UTi”) have been discussing terms under which Josh Paulson, an executive with P2 Capital (the “Candidate”), would be appointed to the Board of Directors (the “Board”) of UTi.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 4th, 2014 • P2 Capital Partners, LLC • Arrangement of transportation of freight & cargo • Delaware
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