Univar Inc. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 8th, 2015 • Univar Inc. • Prefabricated wood bldgs & components • New York
Univar Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] shares, $0.01 par value (“Stock”) of the Company and, at the election of the Underwriters, the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ● ] shares of Stock . The aggregate of [ ● ] shares of Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of [ ● ] additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FORM OF FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of UNIVAR INC. Dated as of June [●], 2015Stockholders Agreement • June 8th, 2015 • Univar Inc. • Prefabricated wood bldgs & components • Delaware
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”).
STOCK PURCHASE AGREEMENT by and among UNIVAR INC., THE SELLING STOCKHOLDERS and DAHLIA INVESTMENTS PTE. LTD. Dated as of June 1, 2015Stock Purchase Agreement • June 8th, 2015 • Univar Inc. • Prefabricated wood bldgs & components • New York
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.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 8th, 2015 • Univar Inc. • Prefabricated wood bldgs & components • Delaware
Indemnification Agreement (this “Agreement”), dated as of [●], 2015, between Univar Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
June [●], 2015Univar Inc. • June 8th, 2015 • Prefabricated wood bldgs & components
AGREEMENT IN RELATION TO TECHNICAL CORRECTION AMENDMENTUnivar Inc. • June 8th, 2015 • Prefabricated wood bldgs & components
Re: Euro ABL Credit Agreement between, amongst others, (1) Univar B.V. (as Borrower); (2) Univar, Inc. (as a Guarantor); (3) J.P. Morgan Securities LLC (as Joint Bookrunner and Sole Lead Arranger); (4) Bank of America, N.A. (as Joint Bookrunner and Syndication Agent); (5) J.P. Morgan Europe Limited (as Administrative Agent and Collateral Agent); (6) the other Borrowers from time to time party thereto; and (7) the Lenders from time to time party thereto (each term defined therein) and dated 24 March 2014 (the “Euro ABL Credit Agreement”)
June [●], 2015 Clayton, Dubilier & Rice, LLCUnivar Inc. • June 8th, 2015 • Prefabricated wood bldgs & components • New York
June [●], 2015 20, Avenue MontereyUnivar Inc. • June 8th, 2015 • Prefabricated wood bldgs & components
