Univar Inc. Sample Contracts

Univar Inc. – PRESS RELEASE FOR ADDITIONAL INFORMATION: Investor Relations Heather Kos +1 844-632-1060 IR@univar.com Media Relations Dwayne Roark +1 331-777-6031 mediarelations@univar.com (August 2nd, 2019)

DOWNERS GROVE, ILL., August 1, 2019 – Univar Inc. (NYSE: UNVR) (“Univar Solutions”), a global chemical and ingredient distributor and provider of value-added services, today announced its Board of Directors has adopted a retirement policy for its board. Pursuant to that policy, any director who is 75 years of age or older before date of the annual meeting of stockholders cannot stand for reelection at the upcoming meeting or any future meeting.

Univar Inc. – PRESS RELEASE FOR ADDITIONAL INFORMATION:Investor RelationsDavid Lim+1 844-632-1060IR@univar.com Media RelationsDwayne Roark +1 331-777-6031mediarelations@univar.com (May 9th, 2019)

This press release includes "forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is

Univar Inc. – Employee Restricted Stock Unit Agreement (May 9th, 2019)

This Employee Restricted Stock Unit Agreement (the “Agreement”), by and between Univar Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 6(q). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

Univar Inc. – PRESS RELEASE (May 9th, 2019)

DOWNERS GROVE, Ill. – May 9, 2019 – Univar Inc. (NYSE: UNVR) (“Univar Solutions,” or "The Company"), a global chemical and ingredients distributor and provider of value-added services, announced today its financial results for the first quarter ended March 31, 2019. First quarter results include a one month contribution from the recently acquired Nexeo Solutions business.

Univar Inc. – Director Deferred Share Unit Agreement (May 9th, 2019)

This Director Deferred Share Unit Agreement (the “Agreement”), by and between Univar Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

Univar Inc. – Form of Employee Performance-Based Restricted Stock Unit Agreement (May 9th, 2019)

This Employee Performance-Based Restricted Stock Unit Agreement (the “Agreement”), by and between Univar Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). This Agreement shall be dated as of the date it is accepted and agreed to by the Employee in accordance with Section 6(s). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

Univar Inc. – Employee Stock Option Agreement (May 9th, 2019)

This Employee Stock Option Agreement (the “Agreement”), by and between Univar Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 8(o). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

Univar Inc. – Director Restricted Stock Agreement (May 9th, 2019)

This Director Restricted Stock Agreement (the “Agreement”), by and between Univar Inc., a Delaware corporation (the “Company”), and the director whose name is set forth on Exhibit A hereto (the “Director”), is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the Grant Date (as specified on Exhibit A hereto) in accordance with Section 4(m). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

Univar Inc. – Forward-Looking Statements This presentation includes certain statements relating to future events and our intentions, beliefs, expectations, and predictions for the future which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward- looking information presented in this presentation is not a guarantee of future events or results, and that actual events or results may differ materially (May 9th, 2019)
Univar Inc. – Director Restricted Stock Unit Agreement (May 9th, 2019)

This Director Restricted Stock Unit Agreement (the “Agreement”), by and between Univar Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on Exhibit A hereto, (the “Director”), is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 6(n). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

Univar Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (April 3rd, 2019)

On September 17, 2018, Univar, Nexeo, Merger Sub I and Merger Sub II entered into the merger agreement providing for the acquisition of Nexeo by Univar. Univar acquired Nexeo through two successive merger transactions. In the initial merger, Merger Sub I merged with and into Nexeo. Nexeo is the surviving corporation in the initial merger, is a wholly-owned subsidiary of Univar following completion of the initial merger, and is no longer a publicly traded corporation. Immediately following the initial merger, Nexeo was merged with and into Merger Sub II. Merger Sub II is the surviving company in the subsequent merger. As a result of the subsequent merger, Merger Sub II owns the legacy business of Nexeo and is a direct wholly-owned subsidiary of Univar.

Univar Inc. – PRESS RELEASE (April 3rd, 2019)

DOWNERS GROVE, Ill. – April 3, 2019 – Univar Inc. (NYSE: UNVR) (“Univar Solutions,” or “The Company”) today announced it has paid down debt following the recently completed divestiture of Nexeo’s Plastics Business. Separately, the Company has reached an agreement to settle a previously disclosed case with the United States Department of Justice (the “DOJ”) regarding saccharin.

Univar Inc. – PRESS RELEASE FOR ADDITIONAL INFORMATION: Investor Relations David Lim +1 844-632-1060 IR@univar.com Media Relations Dwayne Roark +1 331-777-6031 mediarelations@univar.com (April 3rd, 2019)

DOWNERS GROVE, Ill. – March 29, 2019 – Univar Inc. (NYSE: UNVR) (“Univar Solutions”) today announced it completed the divestiture of the plastics distribution business of Nexeo Solutions (“Nexeo Plastics”) to an affiliate of One Rock Capital Partners, LLC (“One Rock”) for a purchase price of $640 million, subject to customary closing adjustments. As previously announced, the net cash proceeds of the transaction – approximately $615 million – will be immediately utilized to pay down Univar Solutions debt.

Univar Inc. – INDEX TO FINANCIAL STATEMENTS (March 15th, 2019)

We have audited the accompanying carve-out combined financial statements of the Plastics Business of Nexeo Solutions, Inc., which comprise the carve-out combined balance sheets as of September 30, 2018 and 2017, and the related carve-out combined statements of operations and comprehensive income, of changes in invested equity, and of cash flows for the years then ended.

Univar Inc. – Forward-Looking Statements This presentation includes certain statements relating to future events and our intentions, beliefs, expectations, and predictions for the future which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward- looking information presented in this presentation is not a guarantee of future events or results, and that actual events or results may differ materially (March 4th, 2019)
Univar Inc. – PRESS RELEASE (March 4th, 2019)

This guidance excludes the impact of the Nexeo plastics distribution business ("Nexeo Plastics"), which will be accounted for as a discontinued operation. An agreement was previously announced to divest Nexeo Plastics to an affiliate of One Rock Capital Partners, LLC ("One Rock") in a transaction valued at approximately $640 million, subject to customary closing adjustments. The transaction is expected to

Univar Inc. – PURCHASE AND SALE AGREEMENT by and among NEXEO SOLUTIONS, INC., NEON HOLDINGS, INC. and, solely for purposes of Section 13.18, UNIVAR INC. Dated as of February 8, 2019 (March 1st, 2019)

This PURCHASE AND SALE AGREEMENT, dated as of February 8, 2019 (the “Agreement Date”), is made by and between Nexeo Solutions, Inc. a Delaware corporation (“Seller”), Neon Holdings, Inc., a Delaware corporation (“Buyer” and, together with Seller, the “Parties”) and, solely for purposes of Section 13.18, Univar Inc., a Delaware corporation (“Parent”).

Univar Inc. – PRESS RELEASE (March 1st, 2019)

DOWNERS GROVE, ILL. — March 1, 2019 — Univar Inc. (NYSE: UNVR) (“Univar”), today announced that it has completed the acquisition of Nexeo Solutions (“Nexeo”), creating a leading global chemical and ingredients solutions provider. The combined company will conduct business as Univar Solutions, reflecting a commitment to combining the ‘best of the best’ from each legacy organization.

Univar Inc. – PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations David Lim +1 844-632-1060 IR@univar.com Univar Media Relations Dwayne Roark +1 331-777-6031 mediarelations@univar.com (March 1st, 2019)

DOWNERS GROVE, Ill. — February 27, 2019 — Univar Inc. (NYSE: UNVR) (“Univar”) announced that, at a special meeting of shareholders held today, Univar shareholders approved all proposals related to the Company’s acquisition of Nexeo Solutions (“Nexeo”).

Univar Inc. – [On Univar Letterhead] (March 1st, 2019)

This letter agreement supplements and modifies the terms of that Severance and Change in Control Agreement (the “CIC Agreement”) effective as of the 6th day of November, 2018 (the “Effective Date”) between Univar Inc., a Delaware corporation (“Univar”), and you (“Executive”). Capitalized terms not defined in this letter agreement shall have the meaning given them in the CIC Agreement.

Univar Inc. – AMENDED AND RESTATED ABL CREDIT AGREEMENT Dated as of July 28, 2015 and as Amended and Restated on February 28, 2019 among UNIVAR INC., as the U.S. Parent Borrower, The U.S. Subsidiary Borrowers from Time to Time Party Hereto, UNIVAR CANADA LTD., as the Canadian Borrower, The Several Lenders from Time to Time Parties Hereto, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, DEUTSCHE BANK SECURITIES INC. JPMORGAN CHASE BANK, N.A. WELLS FARGO BANK N.A. and GOLDMAN SACHS BANK USA as Joint Lead Arrangers and Joint Bookrunners, BANK OF AMERICA, N.A., as U.S. Administrative Agent, Collateral Agent (March 1st, 2019)

AMENDED AND RESTATED ABL CREDIT AGREEMENT, dated as of July 28, 2015, as amended and restated as of February 28, 2019, among UNIVAR INC., a Delaware corporation (the “U.S. Parent Borrower”), UNIVAR CANADA LTD., a company formed under the laws of the Province of Alberta (the “Canadian Borrower”), the Domestic Subsidiaries (each capitalized term used but not defined in this preamble having the meaning provided in Section 1.1) of the U.S. Parent Borrower from time to time party hereto (the “U.S. Subsidiary Borrowers”; together with the U.S. Parent Borrower, the “U.S. Borrowers”; and the U.S. Borrowers, together with the Canadian Borrower, the “Borrowers” and each a “Borrower”), the registered lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as U.S. Administrative Agent, Collateral Agent, U.S. Swingline Lender and a U.S. Letter of Credit Issuer, BANK OF AMERICA, N.A. (acting through its Canada branch), as Canad

Univar Inc. – Addendum to Warrant Agreement (March 1st, 2019)

On February 28, 2019, Univar Inc. (“Univar”) completed its previously announced acquisition of Nexeo Solutions, Inc., a Delaware corporation (“Nexeo”), pursuant to the Agreement and Plan of Merger Agreement, dated September 17, 2018 (the “Merger Agreement”), by and among Nexeo, Univar, Pilates Merger Sub I Corp, a Delaware corporation and direct wholly owned subsidiary of Univar (“Merger Sub I”), and Pilates Merger Sub II LLC, a Delaware limited liability company and direct wholly owned subsidiary of Univar (“Merger Sub II”). Pursuant to the terms of the Merger Agreement, (i) Merger Sub I merged with and into Nexeo (the “Initial Merger”), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the “Subsequent Merger”), with Merger Sub II surviving the Subsequent Merger as a direct wholly owned subsidiary of Univar and successor to Nexeo.

Univar Inc. – AMENDMENT NO. 4, dated as of February 28, 2019 (this “Amendment”), to the Credit Agreement dated as of July 1, 2015, among UNIVAR USA INC., a Washington corporation (the “Borrower”), UNIVAR INC., a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent and the other parties from time to time party thereto (as amended, restated, modified and supplemented from time to time prior to the effectiv (March 1st, 2019)

CREDIT AGREEMENT, dated as of July 1, 2015 (as amended by Amendment No. 1 on January 19, 2017, Amendment No. 2 on November 28, 2017, Amendment No. 3 on February 23, 2019 and Amendment No. 4 on February 28, 2019), among UNIVAR USA INC., a Washington corporation (the “Borrower”), UNIVAR INC., a Delaware corporation (“Holdings”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).

Univar Inc. – €200,000,000 ABL CREDIT AGREEMENT Dated as of 24 March 2014 and as amended and restated on the Amendment and Restatement Date, among UNIVAR B.V., as a Borrower The other Borrowers from Time to Time Party Hereto UNIVAR, INC., as a Guarantor The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Sole Lead Arranger and Joint Bookrunner BANK OF AMERICA, N.A., as Joint Bookrunner and Syndication Agent J.P. MORGAN EUROPE LIMITED, as Administrative Agent and Collateral Agent _____________________ (February 21st, 2019)

In consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

Univar Inc. – PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations David Lim +1 844-632-1060 IR@univar.com Nexeo Investor Relations Michael Everett +1 281-297-0856 Investor.Relations@nexeosolutions.com Univar Media Relations Dwayne Roark +1 331-777-6031 mediarelations@univar.com Nexeo Media Relations Tracy Diel +1 281-297-0851 Media.Relations@nexeosolutions.com (February 8th, 2019)

Nexeo Plastics is a leading global distributor of a broad range of plastics products, including polymer products and engineering resins, to plastics processors in more than 60 countries worldwide

Univar Inc. – PRESS RELEASE (February 8th, 2019)

DOWNERS GROVE, Ill., Feb. 8, 2019 -- Univar Inc. (NYSE: UNVR) (“Univar”), a global chemical and ingredients distributor and provider of value-added services, announced today its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2018.

Univar Inc. – PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations David Lim +1 844-632-1060 IR@univar.com Univar Media Relations Dwayne Roark +1 331-777-6031 mediarelations@univar.com Nexeo Solutions Investor Relations Michael Everett +1 281-297-0856 Investor.Relations@nexeosolutions.com Nexeo Solutions Media Relations Tracy Diel +1 281-297-0851 Media.Relations@nexeosolutions.com (November 16th, 2018)

DOWNERS GROVE, ILL. and THE WOODLANDS, TEXAS— November 16, 2018 — Univar Inc. (NYSE: UNVR) (“Univar”) and Nexeo Solutions, Inc. (NASDAQ: NXEO) (“Nexeo Solutions”) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the previously-announced acquisition of Nexeo Solutions by Univar, expired on November 15, 2018. The expiration of the waiting period is a condition to the closing of the transaction. The transaction remains subject to other customary closing conditions, including approval by other national regulatory authorities and shareholder approval. Nexeo Solutions’ key stockholders, TPG and First Pacific, have agreed to provide consent for the proposed transaction. Subject to the satisfaction of the remaining closing conditions, the transaction is now expected to be completed in the first quarter of 2019.

Univar Inc. – Forward-Looking Statements This presentation includes certain statements relating to future events and our intentions, beliefs, expectations, and predictions for the future which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward- looking information presented in this presentation is not a guarantee of future events or results, and that actual events or results may differ materially (November 6th, 2018)
Univar Inc. – PRESS RELEASE (November 6th, 2018)

Net income increased 27.5 percent to $49.6 million, compared to $38.9 million in the prior year third quarter. Year-to-date net income of $171.1 million increased 84.4 percent.

Univar Inc. – SEVERANCE AND CHANGE IN CONTROL AGREEMENT (November 6th, 2018)

This SEVERANCE AND CHANGE IN CONTROL AGREEMENT (“Agreement”) is made as of the ____ day of ______, 201_ (the “Effective Date”) between Univar Inc., a Delaware corporation (“Univar”), and M_. _________ __________ (“Executive”).

Univar Inc. – Explanatory Note (November 1st, 2018)

As discussed in the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018 filed by Univar Inc. (the “Company”), we adopted Accounting Standard Update ("ASU") 2017-07 “Compensation - Retirement Benefits” (Topic 715) - “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” and ASU 2016-15 “Statement of Cash Flows” (Topic 230) - “Classification of Certain Cash Receipts and Cash Payments” on January 1, 2018 applying the retrospective presentation requirements to the periods presented.

Univar Inc. – AGREEMENT AND PLAN OF MERGER among NEXEO SOLUTIONS, INC., UNIVAR INC., PILATES MERGER SUB I CORP and PILATES MERGER SUB II LLC Dated as of September 17, 2018 (September 18th, 2018)

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of September 17, 2018, among Nexeo Solutions, Inc., a Delaware corporation (the “Company”), Univar Inc., a Delaware corporation (“Parent”), Pilates Merger Sub I Corp, a Delaware corporation and direct wholly owned Subsidiary of Parent (“Merger Sub I”), and Pilates Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II”).

Univar Inc. – SPONSOR SUPPORT AGREEMENT (September 18th, 2018)

This Sponsor Support Agreement (this “Agreement”), dated as of September 17, 2018, is made by and between Univar Inc., a Delaware corporation (the “Parent”), and First Pacific Advisors, LLC, a Delaware limited liability company (the “Manager”) and FPA Crescent Fund, a series of FPA Funds Trust, a trust organized in the state of Delaware, FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, a Delaware series limited liability company, FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC, FPA Select Drawdown Fund, L.P., a Delaware limited partnership, FPA Select Fund, L.P., a Delaware limited partnership, FPA Select Maple Fund, L.P., a Delaware limited partnership, FPA Select Fund II, L.P., a Delaware limited partnership (collectively the “Shareholders,” each a “Shareholder” collectively with the Manager, the “Sponsor Group”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as def

Univar Inc. – SPONSOR SUPPORT AGREEMENT (September 18th, 2018)

This Sponsor Support Agreement (this “Agreement”), dated as of September 17, 2018, is made by and between Univar Inc., a Delaware corporation (the “Parent”), TPG VI Neon II, L.P., a Delaware limited partnership (“TPG Unblocked Partnership”), TPG VI FOF Neon, L.P., a Delaware limited partnership (“TPG FOF Partnership”), Nexeo Holdco, LLC, a Delaware limited liability company (“Nexeo Holdco”), and TPG VI Neon I, L.P., a Delaware limited partnership (“TPG Blocker Partnership” and, together with TPG Unblocked Partnership, TPG FOF Partnership, and Nexeo Holdco, the “Shareholders” and each a “Shareholder”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.

Univar Inc. – SPONSOR SUPPORT AGREEMENT (September 18th, 2018)

This Sponsor Support Agreement (this “Agreement”), dated as of September 17, 2018, is made by and between Univar Inc., a Delaware corporation (the “Parent”), and First Pacific Advisors, LLC, a Delaware limited liability company (the “Manager”) and FPA Crescent Fund, a series of FPA Funds Trust, a trust organized in the state of Delaware, FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, a Delaware series limited liability company, FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC, FPA Select Drawdown Fund, L.P., a Delaware limited partnership, FPA Select Fund, L.P., a Delaware limited partnership, FPA Select Maple Fund, L.P., a Delaware limited partnership, FPA Select Fund II, L.P., a Delaware limited partnership (collectively the “Shareholders,” each a “Shareholder” collectively with the Manager, the “Sponsor Group”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as def