Common use of S 3 Shelf Registration Clause in Contracts

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%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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. (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.

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%5 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%6 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. (b) Each of Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 10% 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%. (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 withSection 5.04(e) or Section 5.02(e), respectively.

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%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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 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%. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. (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 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%. 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.

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%5 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. (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.not

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%5 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%6 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. (b) Each of Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 10% 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%. (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.otherwise

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%5 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%6 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.. Table of Contents (b) Each of Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 10% 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%. (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.otherwise

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%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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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). 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%. (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%. (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). 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%. (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.

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%5 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%6 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. (b) Each of Univar NV, CD&R Investor, Temasek Investor, the Mezzanine Investors, the ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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%. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 10% 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%. (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.