INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2015 • CD&R Univar Holdings, L.P. • Prefabricated wood bldgs & components • Delaware
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 definiti
FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of UNIVAR INC. Dated as of June 23, 2015Stockholders Agreement • July 1st, 2015 • CD&R Univar Holdings, L.P. • 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 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”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2015 • CD&R Univar Holdings, L.P. • Prefabricated wood bldgs & components • New York
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 • July 1st, 2015 • CD&R Univar Holdings, L.P. • 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.
JOINT FILING AGREEMENTJoint Filing Agreement • July 1st, 2015 • CD&R Univar Holdings, L.P. • Prefabricated wood bldgs & components
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.
