Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

Demand Registration. (a) Subject to At any time after the provisions expiration of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”lock-up” agreed to by the Investor Shareholders with the managing underwriter(s) in connection with the IPO (or if such “lock up” is waived by such underwriter(s), each of Univar NVfrom and after such earlier date), CD&R Investor and Temasek Investor may at any time request Shareholders that, on the date a Demand (at which timeas hereinafter defined) is made, such requesting Stockholder constitute Demand Shareholders (“Requesting Shareholders”) shall be referred entitled to as make a written request of the Company (a “Initiating StockholderDemand”) in writing for registration for resale under the Securities Act of all an amount of Registrable Securities that, when taken together with the amounts of Registrable Securities requested to be registered under the Securities Act by such Requesting Shareholders’ Permitted Transferees, equals or part of is greater than the Registrable Shares separate from an S-3 Shelf Registration Amount (a “Demand Registration”); provided, howeverthat, that (based on in addition to the then-current market prices) the number of Registrable Shares included foregoing, in the event a Demand Registration wouldShareholder holds Registrable Securities less than the Registrable Amount (such lesser amount, if fully soldthe “Remaining Securities”), yield gross proceeds (prior such Demand Shareholder shall be entitled to deducting underwriting discounts and commission and offering expenses) make a single Demand for registration under the Securities Act of all of such Demand Shareholder’s Remaining Securities, notwithstanding any failure for such Demand to such Stockholder of at least involve Registrable Securities equal to or greater than the Minimum Registrable Amount. Upon such request, Thereupon the Company shall promptlywill, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering subject to the extent provided herein. Subject to Section 5.03(d)terms of this Agreement, Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares effect the registration as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon promptly as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.Act of:

Demand Registration. In addition to any other registration rights to which any Holder is entitled, at any time and from time to time after the date hereof, Company (upon each request of Holders of at least 50% of the Warrant Shares and Warrants) shall prepare, shall file with the Commission and shall use its best efforts to cause to become effective as promptly as reasonably possible a registration statement (on Form S-3 or any successor form, if available) covering such number of Warrant Shares owned or then purchasable as is requested by such Holders. Notwithstanding the foregoing, Company shall not be required to so prepare and file upon the demand of such Holders either (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later more than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in (2) such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be statements that are declared effective by the SEC Commission and maintained in effect by Company for at least 90 consecutive calendar days and are not on a Form S-3 (or any successor form), or (b) any such registration statement within the first 180 calendar days after the closing of a Public Offering in which 50% or more of the Warrant Shares and Warrants were included, or (c) any registration statement if the anticipated gross proceeds of the Public Offering is less than the lesser of $1,000,000 or the proceeds realized by registering all Warrants and Warrant Shares then held by Holders. In connection with any such demand registration, Company shall use its best efforts to engage (or, at Holders' request, shall use its best efforts to assist Holders in engaging) one or more underwriters to purchase on a best-efforts or a firm-offer basis the Warrant Shares owned or then purchasable at the price at which such Warrant Shares are to be resold under such registration statement less the underwriters' discount (less, with respect to Warrants, the applicable Exercise Price then in effect). The registration statement shall also provide that sales of the Warrant Shares may be made by dealers, on an exchange if listed, directly to purchasers or in any other manner. No such registration statement filed pursuant to this demand registration provision (without the consent of Holders of at least 50% of the total Warrant Shares and Warrants) may relate to any securities other than the Warrant Shares (other than the underwriters' warrants and the advisors' warrants existing as soon of the date hereof), and no other securities (other than the underwriters' warrants and the advisors' warrants existing as practicable thereafterof the date hereof) may be sold incidentally to any such underwritten public offering of Warrant Shares so registered. If permitted under In connection with any such demand registration, Company shall keep effective and maintain the registration, qualification, approval or listing covering the Warrant Shares for a period of at least 90 consecutive calendar days (or in the event such registration is on Form S-3 or any successor form, on a continuous basis). Company from time to time shall amend or supplement the prospectus and registration statement used in connection with any such registration to the extent necessary to comply with applicable law (including to reflect additional information relating to the plan of distribution), and shall immediately advise each Holder if any such prospectus or registration statement does not so comply and/or if any stop order or similar order is issued or threatened or any request for amendment or supplement is received from any regulatory agency. Company shall make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. Company shall comply with all other applicable laws in connection with any offering of Warrant Shares and will promptly make available an earnings statement in accordance with Section 11(a) of the Securities Act, such Registration Statement shall be one that is automatically effective upon filingAct and the regulations promulgated thereunder.

Demand Registration. (aA) Subject The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of Act, all or part any portion of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on Securities designated by the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum AmountInvestor. Upon such requestreceipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly, but no later than two promptly (and in any event within thirty (30) days after such request, deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the date on which the Company in writing of their desire to be included in receives such registration. If Demand Notice) file with the request for registration contemplates an Underwritten OfferingSEC, and the Company shall state such in thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the written notice appropriate form for the registration and in such event the right of any other Stockholder to participate in such registration sale as shall be conditioned upon such Stockholder’s participation in such Underwritten Offering selected by the Company and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering as shall be reasonably acceptable to the extent provided herein. Subject to Section 5.03(dInvestor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), Section 5.05 and Section 5.09, of the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such total number of Registrable Shares as requested to be so registered together with all or such portion of Securities specified by the Registrable Shares of any Stockholder joining Holders in such request which have provided notification to the Company pursuant to this Section 5.02(a) Demand Notice (a “Demand Registration Statement”) within 30 days ). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and (ii) if necessarythe Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to cause Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities ActRule 415, such Registration Statement shall be one that is automatically effective upon filingif available.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at At any time request (at which timethat the shelf registration statement required pursuant to Section 5.1 shall not be available for the resale of the Registrable Securities, such requesting Stockholder including if for any reason the Company shall be referred ineligible to maintain or use a shelf registration statement, the Company shall, as promptly as reasonably practicable following the “Initiating Stockholder”) in writing written request of a Requesting Stockholder for registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration Securities (a “Demand RegistrationRequest”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together registration statement with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) SEC (a “Demand Registration Statement”) within 30 days with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and (ii) if necessaryshall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, Act promptly after the filing thereof; provided that such Demand Registration Statement shall be one filed on (a) Form S-3, if the Company is then S-3 Eligible, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by the Requesting Stockholder, if the Company is not then S-3 Eligible. Each Demand Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by the Company to ensure that is automatically effective upon filingthe Demand Registration Statement complies with the requirements of the Securities Act.

Demand Registration. (a) Subject to Upon receipt of a written request from a Holder holding at least 25% of the provisions of this Article V, until Registrable Securities at such time (on an as converted basis) requesting that the first date on which there are no Registrable Shares Company effect a registration (the a “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderDemand Registration”) in writing registration for resale under the Securities Act of covering all or part of the Registrable Shares separate Securities which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 2.04 hereof may elect (by written notice sent to the Company within ten (10) Business Days from an S-3 Shelf Registration (a “Demand Registration”); providedthe date of such Holder’s receipt of the aforementioned notice from the Company) to have all or part of such Holder’s Registrable Securities included in such registration thereof pursuant to this Section 2.01, however, that (based on the then-current market prices) and such Holder shall specify in such notice the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior Securities that such Holder elects to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included include in such registration. If Thereupon the Company shall, as expeditiously as is possible, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 2.05 below) after receipt of a written request for registration contemplates an Underwritten Offeringa Demand Registration, file with the Company shall state such in the written notice SEC and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested cause to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) declared effective, a registration statement (a “Demand Registration Statement”) within 30 days and relating to all shares of Registrable Securities which the Company has been so requested to register by such Holders (ii“Participating Demand Holders”) if necessaryfor sale, to cause such Demand Registration Statement the extent required to be declared effective by permit the SEC disposition (in accordance with the intended method or methods thereof, as soon as practicable thereafter. If permitted under aforesaid) of the Registrable Securities Act, such Registration Statement shall be one that is automatically effective upon filingso registered.

Demand Registration. (a) Subject From time to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as after 180 days following the “Initiating Stockholder”) completion by the Company of a Public Equity Offering, Holders owning, individually or in writing the aggregate, not less than the Requisite Securities may make a written request for registration for resale under the Securities Act of all or part their Registrable Securities (a "Demand Registration"). Within 120 days of the Registrable Shares separate from an S-3 Shelf Registration (receipt of such written request for a “Demand Registration”); provided, however, that (based on the then-current market prices) Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities. Any such request will specify the number of Registrable Shares Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 days after the receipt thereof. Within 20 days after notice of such registration request by the Company, any Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Demand Company shall include in such Registration would, if fully sold, yield gross proceeds Statement the Registrable Securities of any such Holder requested to be so included (prior the "Included Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to deducting underwriting discounts be sold and commission and offering expensesthe intended method of disposition thereof. Subject to Section 2.1(b) to such Stockholder of at least the Minimum Amount. Upon such requesthereof, the Company shall promptly, but no later than be required to register Registrable Securities pursuant to this Section 2.1(a) on a maximum of two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided hereinseparate occasions. Subject to Section 5.03(d)2.1(f) hereof, Section 5.05 no other securities of the Company except securities held by any Holder, any Demand Right Holder, and Section 5.09, any Person entitled to exercise "piggy back" registration rights pursuant to contractual commitments of the Company shall use reasonable best efforts (i) to file be included in a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingRegistration.

Demand Registration. (a) Subject At any time after the first anniversary of the Corporation's Initial Public Offering but prior to the provisions fifth anniversary of this Article Vthe date hereof, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor any Warrantholder may at any time make a written request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”"Demand Registration Notice") for registration under and in writing registration for resale under accordance with the Securities Act of all or part of its Warrant Shares (the Registrable Shares separate from an S-3 Shelf Registration (a “"Demand Registration”); provided, however, ") provided that (based on the then-current market prices) the number of Registrable Warrant Shares included requested to be registered by such Warrantholder shall equal more than fifty percent (50%) of the aggregate number of Warrant Shares issued and issuable. In such event, the Corporation shall promptly notify in writing all other Warrantholders that it has received a Demand Registration Notice and will, subject to the limitations described herein, include in such registration all Warrant Shares with respect to which the Corporation has received written requests for inclusion therein within thirty (30) business days after receipt by the applicable holder of the notice of the Corporation's receipt of the Demand Registration wouldNotice. The Warrantholders will be entitled to one such Demand Registration of such Warrant Shares for which registration has been properly requested pursuant to this subsection 8.2, if fully soldexcept as set forth below. The Corporation and all other holders of Common Stock issued and outstanding or reserved for future issuance pursuant to options, yield gross proceeds (prior to deducting underwriting discounts warrants and commission and offering expenses) to such Stockholder conversion privileges as of at least the Minimum Amount. Upon such requestdate of this Warrant, including, without limitation, the Company shall promptlyholders of preferred stock ("Other Shareholders"), but no later than two days after such request, deliver notice of such request will be permitted to all other Stockholders. The other Stockholders shall then have three days participate in the registration statement filed pursuant to notify the Company in writing of their desire to be included in such registrationDemand Registration. If the request for registration contemplates an Underwritten OfferingWarrantholder or Warrantholders making the Demand Registration so elect, the Company shall state offering of Warrant Shares pursuant to such demand registration will be in the written notice and in such event the right form of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingan underwritten offering.

Demand Registration. (a) Subject to the provisions terms and conditions of this Article VAgreement, until on or after the earlier of (i) the first date on which there anniversary of the Closing Date or (ii) the registration of shares of Common Stock (other than Broker Shares) held by the Founders or any shareholder holding at least 5% of the Company's then outstanding Common Stock (calculated as though all shares of Preferred Stock are no Registrable Shares (the “Registration Termination Date”converted into Common Stock), each the Purchasers or their Permitted Transferees holding in the aggregate at least 40% of Univar NV, CD&R Investor and Temasek Investor the outstanding Registrable Securities may at any time make two (2) written request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing Company for registration for resale under the Securities Act of all or part the sale of Registrable Securities held by such Registering Purchasers (the "Demand Registration"); provided that (i) BellSouth shall be one of the Registrable Shares separate from an S-3 Shelf Registration Purchasers making such request and (a “Demand Registration”); provided, however, that (based on the then-current market pricesii) the number of Registrable Shares included in the Company shall not be obligated to effect more than one (1) Demand Registration would, if fully sold, yield gross proceeds (prior pursuant to deducting underwriting discounts and commission and offering expenses) to such Stockholder this Agreement within any 12-month period. Promptly following receipt of at least the Minimum Amount. Upon such requestany request for a Demand Registration under this Section 8.2.1(a), the Company shall promptly, but no later than two days immediately notify any holders of Registrable Securities from whom a request for a Demand Registration has not been received and shall include in such Demand Registration such Registrable Securities as such holders may specify in writing within 10 Business Days after such request, deliver notice receipt of such request to all other Stockholdersnotice. The other Stockholders shall then have three days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) to file a Registration Statement registering for resale such number 90 days from the date of Registrable Shares as requested to be so registered together with all or such portion effectiveness of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days said registration statement and (ii) if necessary, to cause the sale of all of Registrable Securities held by such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingRegistering Purchasers.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares Each Important Shareholder (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderRequesting Holder”) in writing may request registration for resale (a “Demand Registration”) under the Securities Act of all or part of the its Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) Securities. Each request must specify the number of Registrable Shares included in Securities for which registration is requested and the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder intended method or methods of at least the Minimum Amountdistribution thereof. Upon receipt of such request, the Company shall promptly, promptly (but no later than two (10) days after such request, following receipt thereof) deliver notice of such request to all other Stockholders. The other Stockholders Holders, who shall then have three fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration (the Requesting Holder and any Holder that delivers such writing to the Company, the “Selling Holders”). If The Company shall use its reasonable best efforts, after receipt of such written requests, to file with the request for registration contemplates an Underwritten OfferingSEC at the earliest practicable date, but in any event not later than (i) sixty (60) days after the receipt of such notice or (ii) if, as of such sixtieth (60th) day, the Company shall state such does not have audited financial statements required to be included in the written notice and in such event registration statement, thirty (30) days after receipt by the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion Company from its independent public accountants of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d)audited financial statements, Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested cause to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) declared effective as promptly as practicable, a registration statement (a “Demand Registration Statement”) within 30 days and (ii) if necessaryrelating to all of the Registrable Securities that the Company has been so requested to register for sale, to cause such the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered; provided that the Company shall not be required to file a Demand Registration Statement unless the aggregate offering value of the Registrable Securities requested to be declared effective registered by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that Selling Holders is automatically effective upon filingat least $10,000,000.

Demand Registration. (a) Subject to At any time after the provisions six month anniversary of this Article V, until the first date on which there are no Registration Date: (i) Shareholders owning a majority of the then outstanding Registrable Shares (may on two occasions give the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration Company written notice (a “Demand RegistrationNotice”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, requiring the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale covering the sale or distribution of, at such number of Shareholders’ option, either (x) ADSs representing the Registrable Shares owned by such Shareholders, or (y) in the event that the Company shall have previously registered under the Securities Act the sale to the public of preferred shares, the Registrable Shares owned by such Shareholders, in either case, that are identified in the Demand Notice in accordance with any reasonable and lawful method of distribution selected by them; and (ii) the Company shall within 10 days after receipt of such Demand Notice give written notice to the other Shareholders of their right to include in such Registration Statement any Registrable Shares owned by them (or ADSs representing any Registrable Shares owned by them, as requested applicable) that such Shareholders shall request the Company to be so registered together with all or include therein by written notice given to the Company no more than 20 days after receipt of such portion notice from the Company. The Company shall thereafter use its commercially reasonable efforts to effect the registration of the Registrable Shares of (and/or ADSs representing any Stockholder joining Registrable Shares owned by them, as applicable) identified by the Shareholders in such request which have provided notification to the Company pursuant to this Section 5.02(apreceding clauses (i) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafterpracticable, but in any event within 90 days from receipt of the Demand Notice. If permitted under the Securities Actmethod of distributing the offering is an underwritten public offering, the Company may designate the managing underwriter for such Registration Statement shall offering, subject to the approval of the Shareholders holding a majority of the Registrable Shares included referred to in the Demand Notice (such approval not to be one that is automatically effective upon filingunreasonably withheld).

Demand Registration. (a) Subject to After receipt of a written request from one or more New Holders requesting that the provisions of this Article V, until the first date on which there are no Registrable Shares Company effect a registration (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”a "Demand Registration") in writing registration for resale under the Securities Act of covering all or part of the Registrable Shares separate Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from an S-3 Shelf Registration the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a “"Demand Registration”)Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the then-current market prices) closing trading price of the number of Registrable Shares included in Common Stock on the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least date the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) demand to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to is made, (ii) be declared effective by at least 25% of the SEC as soon as practicable thereafter. If permitted under New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities Act, which remain outstanding at such Registration Statement shall be one that is automatically effective upon filingtime.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at At any time beginning on the date falling six months following an Initial U.S. Offering, the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part any portion of the their Registrable Shares separate from an S-3 Shelf Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a “"Demand Registration”"); provided, however, that (based on the then-current market prices) . Each request for a Demand Registration shall specify the number of Registrable Shares Securities requested to be included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum AmountRegistration. Upon receipt of any such request, the Company shall promptly, promptly (but in no event later than two days after such request, 10 Business Days following receipt thereof) deliver notice of such request to all other Stockholders. The other Stockholders Holders who shall then have three days 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the The Company shall state such in prepare and file with the written notice and Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering no later than 45 days thereafter) and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by By: the SEC Commission as soon as practicable thereafter. If permitted under The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period for the Securities ActHolders as a group; provided, such that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be one that included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is automatically withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective upon filing(except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration.

Demand Registration. (a) Subject The Shareholders shall each have the right to request on an unlimited number of occasions that the provisions of this Article V, until Company file a Registration Statement with the first date SEC on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing appropriate registration form for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration held (or that would be held upon conversion of any securities into Registrable Shares) by such Shareholder once such Shareholder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Shares) (a “Demand Notice”) by delivering a written request to the Company specifying the number of Registrable Shares such Shareholder wishes to Register and the intended method of distribution thereof (a “Demand Registration” and the Shareholder submitting such Demand Registration, the “Initiating Holder”). The Company shall (i) within 10 Business Days of the receipt of such request, give written notice of such Demand Registration (the “Company Notice”) to all Shareholders other than the relevant Initiating Holder (the “Eligible Holders”), (ii) use its reasonable best efforts to file a Registration Statement in respect of such Demand Registration within 45 days of receipt of the request, provided that all necessary documents for the registration can be obtained and prepared within such 45-day period; and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall include in such Registration all Registrable Shares that the Eligible Holders request to be included within the 10 Business Days following their receipt of the Company Notice. If the method of distributing the offering is an underwritten public offering, the Company may designate (i) in its sole discretion, the managing underwriter for such offering, subject to there being no reasonable objection from the Shareholders holding a majority of Registrable Shares referred to in the Demand Notice and (ii) in its reasonable discretion, the underwriters for such offering, provided that the Shareholders agree that the designation of XP Investments US, LLC and Itaú BBA USA Securities, Inc., or either of them separately, as an underwriter or underwriters, as the case may be, shall at all times be reasonable; provided, however, that (based on in connection with a Block Trade pursuant to a Block Trade Notice delivered by the then-current market prices) the number of Registrable Shares included Itaú Shareholders as Initiating Holders in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such requestaccordance with Section 3 below, the Company shall promptly, but no later than two days after such request, deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company Itaú Shareholders may designate in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offeringsole discretion, the Company shall state underwriters for such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingoffering.

Demand Registration. All expenses (aother than underwriting discounts and commissions) Subject to the provisions of this Article V, until the first date on incurred in connection with a registration requested under Section 2 (which there are no Registrable Shares (the “Registration Termination Date”right may be assigned as provided in Section 1), each filings or qualifications pursuant to Section 2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of Univar NVcounsel for the Corporation, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration reasonable fees and disbursements of one counsel for resale under the Securities Act selling Holders selected by Holders of all or part a majority of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”)Securities to be registered, shall be borne by the Corporation; provided, however, that the Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based on the then-current market prices) upon the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 Securities that were to be included in the withdrawn registration); provided further, however, that if at the time of such registration. If the request for registration contemplates an Underwritten Offeringwithdrawal, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts selling Holders have (i) to file learned of a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all material adverse change in the condition, business, or such portion prospects of the Registrable Shares of any Stockholder joining in such request which have provided notification Corporation from that known to the Company pursuant to this Section 5.02(a) selling Holders at the time of their request or have been advised by the underwriter that the registration should be withdrawn (either a “Demand Registration StatementWithdrawal Event”) within 30 days and (ii) if necessaryhave withdrawn the request with reasonable promptness following the occurrence of such Withdrawal Event, then the selling Holders shall not be required to cause pay any of such Demand Registration Statement expenses and shall retain their rights pursuant to Section 2. If the Holders are required to pay any expenses, such expenses shall be declared effective borne by the SEC as soon as practicable thereafterholders of the securities (including Registrable Securities) requesting such registration in proportion to the number of securities for which registration was requested. If permitted under the Securities ActCorporation is required to pay the expenses due to a Withdrawal Event, such Registration Statement then the Holders shall be one that is automatically effective upon filingnot forfeit their rights to a demand registration.

Demand Registration. (a) Subject to The Holder shall have the provisions of this Article Vright, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which timeafter the Public Offering, such requesting Stockholder shall be referred to as require the “Initiating Stockholder”) in writing registration Company to register for resale offer and sale under the Securities Act of all or part a portion of the Registrable Shares separate Securities then held by the Holder; it being understood that the Holder may exercise its rights under this Section 2(a) on not more than three occasions in the aggregate. As promptly as practicable after the Company receives a notice from an S-3 Shelf Registration the Holder (a “"Demand Notice") demanding that the Company register for offer and sale under the Securities Act Registrable Securities consisting, as to each Registration”); provided, however, that (based on the then-current market prices) the number of an amount of Registrable Shares included in Securities held by the Demand Registration wouldHolder having an estimated market value of $5 million, if fully sold, yield gross proceeds (prior subject to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such requestSection 2(b), the Company shall promptly(i) prepare and, but no later than two within 60 days after such request, deliver notice file with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such request to all other Stockholders. The other Stockholders shall then have three days to notify form as the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, may reasonably deem appropriate (provided that the Company shall state not, unless the Company otherwise consents, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) use reasonable efforts to cause such in Registration Statement to be declared effective under the written notice and in such event Securities Act as promptly as practicable after the right date of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion filing of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided hereinRegistration Statement. Subject to Section 5.03(d2(b), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Holder for resales of Applicable Securities for an Effectiveness Period ending on the earlier of (i) to file a 30 days from the Effective Time of such Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective time as all of such Applicable Securities have been disposed of by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingHolder.

Demand Registration. (a) Subject If at any time and from time to time after sixty (60) days prior to the provisions expiration of this Article Vthe Lock-Up Period, until Holders holding at least a majority of the first date on which there are no Registrable Shares Securities then outstanding (the “Registration Termination DateMajority Holders”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred make a written demand for a Public Offering in order to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of sell all or part of the Majority Holders’ Registrable Shares separate from an S-3 Shelf Registration Securities then outstanding (a “Demand RegistrationDemand”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two (i) within ten (10) days after the date such requestDemand is given, deliver give notice of such request thereof (the “Demand Notice”) to all Holders other Stockholders. The than the Majority Holders and (ii) use its reasonable best efforts to register on Form S-3ASR (or Form S-3 or any other Stockholders shall then have three days to notify form for which the Company then qualifies), as soon as practicable (but in writing of their desire any event within seventy five (75) days after the Demand is given by the Majority Holders; provided, that such seventy five (75) day period may be extended to the extent necessary to comply with any financial statement filing requirements resulting from an acquisition by the Company), the Registrable Securities requested to be included in such registrationregistration by the Majority Holders and any additional Registrable Securities requested to be included in such registration by any other Holder, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given to such Holder, and in each case, subject to the limitations of Section 3.2(b). If so specified in the request for registration contemplates an Underwritten Offeringnotice of Demand from the Majority Holders, such Public Offering shall be effected on a firm commitment underwritten basis. Notwithstanding the foregoing, the Company shall state such in not be obligated to (A) effect a Public Offering with respect to fewer than six million (6,000,000) Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the written notice and date hereof), unless the value of the Shares that is proposed to be sold in such event Public Offering is greater than fifty million dollars ($50,000,000) (using the right closing price of the Common Stock on the last trading day prior to the date of the Demand), (B) effect more than four (4) Public Offerings under this Section 3.2(a) in total (of which no more than two (2) of such Public Offerings may be Underwritten Offerings), or (C) effect more than one (1) Public Offering within any other Stockholder consecutive twelve (12) month period. If the Company undertakes a road show with respect to participate in such registration shall be conditioned upon such Stockholder’s participation in such an Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the or a registration for an Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a3.2(a) becomes effective or is terminated or abandoned at the request of the selling Holders (a “Demand Registration Statement”for any reason other than (i) within 30 days and failure of the Company to pursue such registration as required hereby or (ii) if necessarymaterial adverse developments relating to the Company that make it inadvisable, in the reasonable opinion of the selling Holders, to cause such Demand proceed therewith) after the Registration Statement related thereto has been filed with the Commission, the Company’s obligation to comply with such a Demand shall be declared effective deemed to have been satisfied, regardless of whether any related offer or sale is completed. The Company and each Holder participating in any Underwritten Offering shall enter into an underwriting agreement in customary form with the Underwriters selected for such underwriting (subject to Section 3.4(a)(vi)). The Underwriters in any Underwritten Offering pursuant to a Demand for an Underwritten Offering shall be mutually determined by the SEC as soon as practicable thereafter. If permitted under Company and the Securities Act, such Registration Statement shall be one that is automatically effective upon filingMajority Holders.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at At any time the Initiating Holders may request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of that all or part of the Registrable Shares separate shall be registered for trading on any securities exchange. Within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 3.3 within a period of ninety (90) days following the effective date of a previous registration. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from an S-3 Shelf Registration such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (a “Demand Registration”pro rata to the respective number of Registrable Shares requested by the Holders to be included in the registration); provided, however, that in any event all Registrable Shares must be included in such registration prior to any other shares of the Company, provided, further that the Registrable Shares shall consist no less than one-third (based on the then-current market prices1/3) of the number of shares to be underwritten. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 3.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 3.3. The Company shall not be required to effect more than three (3) registrations under this Section 3.3; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 required to be included in such registration. If registration as aforesaid for sale in accordance with the method of disposition specified by the Initiating Holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request for registration contemplates an Underwritten Offering, of the Company shall state such participating Holders (other than as a result of a material adverse change in the written notice and in business or condition, financial or otherwise, of the Company) and, if such event the right method of any other Stockholder to participate in disposition is a firm commitment underwritten public offering, all such registration shares shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering have been sold pursuant thereto (not including shares eligible for sale pursuant to the extent provided herein. Subject to Section 5.03(dunderwriters’ over-allotment option), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

Demand Registration. (a) Subject to the provisions Any Holder(s) of this Article V, until the first date on which there are no Registrable Shares Securities (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderHolder”) shall have the right to request that the Company file a Registration Statement, on behalf of itself or, in writing the case of any member of the Shareholder Group, on behalf of any other member of the Shareholder Group, with the SEC on the appropriate registration form for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration Securities held by such Initiating Holder, by delivering a written request thereof to the Company specifying the number of shares of Registrable Securities such Initiating Holder wishes to register (a “Demand Registration”); provided, however, that (based on the then-current market prices) the anticipated aggregate number of Registrable Company Ordinary Shares included in the subject to such Demand Registration wouldexceeds 2% of the total issued and outstanding Company Shares. The Company shall (i) within five (5) Business Days of the receipt of a Demand Registration, if fully soldgive written notice of such Demand Registration to all Holders of Registrable Securities, yield gross proceeds (prior ii) use its reasonable best efforts to deducting underwriting discounts prepare and commission and offering expenses) to such Stockholder file the Registration Statement as expeditiously as possible but in any event within 45 days of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall (iii) use reasonable best efforts (i) to file a cause the Registration Statement registering for resale such number to become effective in respect of Registrable Shares as requested to be so registered together each Demand Registration in accordance with all or such portion the intended method of distribution set forth in the Registrable Shares of any Stockholder joining in such written request which have provided notification to delivered by the Initiating Holder; provided, however, that the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, shall not be required to cause such Demand Registration Statement to be declared become effective prior to the Listing Date. The Company shall include in such Registration all Registrable Securities with respect to which the Company receives, within the five (5) Business Days immediately following the receipt by the SEC as soon as practicable thereafterHolder(s) of such notice from the Company, a request for inclusion in the Registration from the Holder(s) thereof. If permitted under Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities Act, such proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form F-4 in the case of an Exchange Offer or a Shelf Registration Statement, and the Company shall be one that is automatically effective upon filingeffect the Registration on the form so requested.

Demand Registration. (ai) Subject At any time, Eclipse Holdings shall have, to the provisions of this Article Vextent it holds Registrable Securities, until the first date on which there are no Registrable Shares option and right, exercisable by delivering a written notice to the Company (the a “Registration Termination DateHoldings Demand Notice”), each to require the Company, pursuant to the terms of Univar NVand subject to the limitations contained in this Agreement, CD&R Investor to prepare and Temasek Investor file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by Eclipse Holdings directly or indirectly by Limited Partners) on the terms and conditions specified in the Holdings Demand Notice, which may at any time request (at which time, such requesting Stockholder shall be referred include sales on a delayed or continuous basis pursuant to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Rule 415 pursuant to a Shelf Registration Statement (a “Holdings Demand Registration”); provided, however, that (based on the then-current market prices) . The Holdings Demand Notice must set forth the number and type of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 Securities that Eclipse Holdings anticipates will be included in such registrationHoldings Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the request for registration contemplates an Underwritten Offeringsale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, the Company a “Resale Distribution”), Eclipse Holdings shall state such in the deliver a written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts each Limited Partner that (i) to file a Registration Statement registering for resale such number specifies the amount of Registrable Shares as requested Securities that Eclipse Holdings estimates distributing to be so registered together with all or such portion of Limited Partner in the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days Resale Distribution, and (ii) if necessary, offers such Limited Partner the right to cause include all (but not less than all) of such Registrable Securities in the Holdings Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Holdings Demand Registration Statement to be declared effective by if the SEC as soon as practicable thereafter. If permitted under Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after Eclipse Holdings sends the Securities Act, such Registration Statement shall be one that is automatically effective upon filingHoldings Demand Notice.

Demand Registration. (a) Subject From time to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as after 180 days following the “Initiating Stockholder”) completion by the Company of a Public Equity Offering, Holders owning, individually or in writing the aggregate, not less than the Requisite Securities may make a written request for registration for resale under the Securities Act of all or part their Registrable Securities (a "DEMAND REGISTRATION"). Within 120 days of the Registrable Shares separate from an S-3 Shelf Registration (receipt of such written request for a “Demand Registration”); provided, however, that (based on the then-current market prices) Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities. Any such request will specify the number of Registrable Shares Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 days after the receipt thereof. Within 20 days after notice of such registration request by the Company, any Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Demand Company shall include in such Registration would, if fully sold, yield gross proceeds Statement the Registrable Securities of any such Holder requested to be so included (prior the "INCLUDED SECURITIES"). Each such request by such other Holders shall specify the number of Included Securities proposed to deducting underwriting discounts be sold and commission and offering expensesthe intended method of disposition thereof. Subject to Section 2.1(b) to such Stockholder of at least the Minimum Amount. Upon such requesthereof, the Company shall promptly, but no later than be required to register Registrable Securities pursuant to this Section 2.1(a) on a maximum of two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided hereinseparate occasions. Subject to Section 5.03(d)2.1(f) hereof, Section 5.05 no other securities of the Company except securities held by any Holder, any Demand Right Holder, and Section 5.09, any Person entitled to exercise "piggy back" registration rights pursuant to contractual commitments of the Company shall use reasonable best efforts (i) to file be included in a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingRegistration.

Demand Registration. (a) Subject to At any time after the provisions six month anniversary of this Article V, until the first date on which there are no Registration Date: (i) Shareholders owning a majority of the then outstanding Registrable Shares (may on two occasions give the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration Company written notice (a “Demand RegistrationNotice”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, requiring the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale covering the sale or distribution of, at such number of Shareholders’ option, either (A) ADSs representing the Registrable Shares owned by such Shareholders, or (B) in the event that the Company shall have previously registered under the Securities Act the sale to the public of preferred shares, the Registrable Shares owned by such Shareholders, in either case, that are identified in the Demand Notice in accordance with any reasonable and lawful method of distribution selected by them; and (ii) the Company shall within 10 days after receipt of such Demand Notice give written notice to the other Shareholders of their right to include in such Registration Statement any Registrable Shares owned by them (or ADSs representing any Registrable Shares owned by them, as requested applicable) that such Shareholders shall request the Company to be so registered together with all or include therein by written notice given to the Company no more than 20 days after receipt of such portion notice from the Company. The Company shall thereafter use its commercially reasonable efforts to effect the registration of the Registrable Shares of (and/or ADSs representing any Stockholder joining Registrable Shares owned by them, as applicable) identified by the Shareholders in such request which have provided notification to the Company pursuant to this Section 5.02(apreceding clauses (i) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafterpracticable, but in any event within 90 days from receipt of the Demand Notice. If permitted under the Securities Actmethod of distributing the offering is an underwritten public offering, the Company may designate the managing underwriter for such Registration Statement shall offering, subject to the approval of the Shareholders holding a majority of the Registrable Shares referred to in the Demand Notice (such approval not to be one that is automatically effective upon filingunreasonably withheld).

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at At any time beginning after the 60 month anniversary of the Effective Date, Other Investors that, together with the Affiliates of such Other Investors, Beneficially Own in the aggregate at least 10% of the Registrable Securities then outstanding may request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part any portion of the their Registrable Shares separate from an S-3 Shelf Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a “Demand Long-Form Registration”); provided, however, that (based on the then. Each request for a Long-current market prices) Form Registration shall specify the number of Registrable Shares Securities requested to be included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum AmountLong-Form Registration. Upon receipt of any such request, the Company shall promptly, promptly (but in no event later than two five days after such request, following receipt thereof) deliver notice of such request to all other Stockholders. The other Stockholders Other Investors holding Registrable Securities who shall then have three five days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the The Company shall state such in prepare and file with (or confidentially submit to) the written notice and Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the Other Investors that are holders thereof have requested to be included in such event Long-Form Registration within 90 days after the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering date on which the initial request is given and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use its commercially reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practicable thereafter. If permitted under The Company shall not be required to effect a Long-Form Registration more than two times for the Securities ActOther Investors as a group; provided, such that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective and the Other Investors requesting such registration are able to register and sell at least a majority of the Registrable Securities requested to be one that is automatically effective upon filingincluded in such registration.

Demand Registration. (a) Subject The Company shall give prompt notice to each Shareholder (so long as such Shareholder is an Eligible Shareholder) of each Window Period, which notice shall specify the provisions Maximum Share Number. If at any time during a Window Period or at any time following the fifth anniversary of this Article Vthe Closing Date, until the first date on which there are no Registrable Shares Company shall receive a request from the Shareholder (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderRequesting Shareholder”) in writing that the Company effect the registration for resale under the Securities Act of all or part any portion of such Requesting Shareholder’s Registrable Securities, and specifying the Registrable Shares separate from an S-3 Shelf Registration intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) to the Other Shareholders. The Company shall use its commercially reasonable efforts to effect, subject to the provisions of Section 2.01(f); provided, howeverthe registration under the Securities Act of the Registrable Securities for which the Requesting Shareholders have requested registration under this Section 2.01 and all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholders that any Other Shareholders with rights to request registration under Section 2.02 (all such Other Shareholders, that together with the Requesting Shareholders, the “Registering Shareholders”) have requested the Company to register by request received by the Company within five (based on 5) Business Days after such Other Shareholders receive the then-current market prices) the number Company’s notice of Registrable Shares included in the Demand Registration wouldRegistration, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject necessary to Section 5.03(d), Section 5.05 and Section 5.09, permit the Company shall use reasonable best efforts disposition (iin accordance with the intended methods thereof as aforesaid) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement Securities so to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Actregistered, such Registration Statement shall be one that is automatically effective upon filing.provided that,

Demand Registration. (a) Subject Upon notice to the provisions Company from one or more Shareholders holding Restricted Shares having an aggregate fair market value of this Article V, until at least U.S.$15 million (based upon the first date then-prevailing market price for the Shares on the Nasdaq National Market or other principal securities market on which there the Shares are no Registrable Shares listed or, in the absence of any such listing, as determined in good faith by the Board), such Shareholders (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time "Requesting Shareholders") shall have the right to request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”a "Demand Request") in writing a registration of such Restricted Shares. Each Demand Request shall (i) specify the number of Restricted Shares which each Requesting Shareholder intends to sell or dispose of, and (ii) state the intended method or methods by which the Requesting Shareholder intends to sell or dispose of such Restricted Shares. Upon receipt of a Demand Request pursuant to this Section 2.1, the Company shall (as requested) (i) cause to be filed, within the later of (x) 90 days of the date of delivery to the Company of the Demand Request and (y) 180 days after the effectiveness of the most recently filed registration statement by the Company, a registration statement covering such Restricted Shares which the Company has been so requested to register, providing for resale the registration under the Securities Act of all or part such Restricted Shares to the extent necessary to permit the disposition of such Restricted Shares so to be registered in accordance with the Registrable Shares separate from an S-3 Shelf Registration (a “intended method of distribution specified in such Demand Registration”)Request; provided, however, that the Company may delay making such filing or taking such action by not more than ninety (based on 90) days in any 12-month period if the thenCompany, prior to the time it would otherwise have been required to file such registration statement or take such action (but not including the preparation of the registration statement), determines in good faith that the filing of such registration statement or the taking of such action would require the disclosure of material, non-current market prices) the number of Registrable Shares included public information that, in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion judgment of the Registrable Shares of any Stockholder joining in such request which have provided notification Board, would be detrimental to the Company pursuant if so disclosed (and a delay would be likely to this Section 5.02(a) (reduce the detrimental effect of such disclosure or obviate the need for such disclosure to be made, or would otherwise adversely affect a “Demand Registration Statement”) within 30 days and financing, acquisition, disposition, merger or other material transaction), (ii) if necessary, shall use its best efforts to cause have such Demand Registration Statement to be registration statement declared effective by the SEC Commission as soon as practicable thereafter. If permitted under , and (iii) refrain from filing any other registration statements with respect to any other securities of the Securities ActCompany until such date which is 180 days following effectiveness of the registration statement filed in response to the Demand Request; provided, such Registration Statement however, that notwithstanding this clause (iii), each of Carlyle/Carlton and Hicks Muse shall be permitted to make at least one that is automatically effective upon filingdemand in any 12-monxx xxriod, subject to the limitations set forth in Section 2.1(c) hereof. The underwriter shall be selected by the Requesting Shareholders and shall be reasonably acceptable to the Company for any registration pursuant to this Section 2.1.

Demand Registration. (a) Subject 2.1 During the period commencing on the 181st day after the Closing of the transaction contemplated by the Merger Agreement and ending on the 240th day after the completion of the transaction contemplated by the Merger Agreement, the ETCI Shareholders shall have the right to submit to the provisions Corporation a written notice that states the number of this Article V, until the first date on which there are no Registrable Shares Securities to be sold (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred a "Demand Notice") to as the “Initiating Stockholder”) in writing effect a registration for resale under the Securities Act of all or part for up to sixty-four percent (64%) (including any shares previously registered pursuant to Paragraph 3 hereinbelow) of the Registrable Shares separate from an S-3 Shelf Registration Securities held by such ETCI Shareholder, whereupon the Corporation shall promptly give each Holder (a “Demand Registration”); provided, however, that (based on other than the then-current market pricessubmitting ETCI Shareholders) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, deliver written notice of such Demand Notice. Upon the irrevocable written request of any Holder (other than the submitting ETCI Shareholder) given within twenty-one (21) days after mailing of any such notice by the Corporation, the Corporation shall use its commercially reasonable efforts to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire cause to be included in such registration. If registered under the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with Securities Act all or such portion of the Registrable Shares of any Stockholder joining in Securities that each such request which have provided notification Holder has requested be registered, up to the Company limitation of the aggregate of sixty-four percent (64%) (including any shares previously registered pursuant to Paragraph 3 hereinbelow) of the Registrable Securities for any such Holder; and provided that the Corporation shall not be obligated to file and cause to become effective a registration statement under this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement subsection unless the aggregate number of shares of Common Stock to be declared covered by such statement is 200,000 or more shares; and provided, further, that the Corporation shall not be obligated to file and cause to become effective by the SEC as soon as practicable thereafter. If permitted more than one (1) registration statement under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingthis subsection.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may If at any time request prior to eight (at which time, such requesting Stockholder shall be referred to as 8) years from the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part date of the Registrable Closing, AER shall receive a written request from a Purchaser or Purchasers holding Shares, Conversion Shares, Warrants and Warrant Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of representing at least 25% of the Minimum Amount. Upon such request, Common Stock issuable upon conversion of the Company shall promptly, but no later than two days after such request, deliver notice Shares and exercise 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to Warrants that AER file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted registration statement under the Securities Act, covering the registration of at least $2,000,000 of the Warrant Shares, the Conversion Shares, other shares of Common Stock owned by each Purchaser, and shares of Common Stock owned by Keystone, Inc., Davix X. Xxxxx, Xxrk X. Xxxxxxx xx "affiliates" or "associates" thereof, as such Registration Statement terms are defined in the Securities Act (collectively the "Third Party Shareholders") to the extent such shares of Common Stock are not then freely tradable under the Securities Act, AER shall first notify in writing any Purchaser who has not joined in such request of such request. Each such Purchaser and any Third Party Shareholder shall have ten (10) days in which to notify AER of its intention to join in the request to register its shares. Not later than ninety (90) days after receipt by AER of a written request for a demand registration pursuant to this Section 4(a), AER shall file a registration statement with the Commission relating to the shares as to which such request for a demand registration relates (the "Requested Shares") and AER shall use its best efforts to cause the registration statement (which may cover, without limitation, an offering on a delayed or continuous basis open for up to one hundred eighty (180) days pursuant to Commission Rule 415) for the Requested Shares to become effective under the Securities Act. AER shall be one that obligated to effect only three (3) registrations pursuant to this Section 4(a) for all Purchasers and Third Party Shareholders together, and only if the proposed aggregate selling price in any such offering is automatically effective upon filingat least $2,000,000. Any such request shall be subject to the rights of the purchasers of AER Debentures (the "Debenture Subscribers") and Swarxx xxxsuant to the Registration Rights Agreement dated as of November 22, 1995 among AER, the Debenture Subscribers and Swarxx.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at At any time and from time to time after the occurrence of a Registration Event, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing for registration for resale under the Securities Act of all or part of the their Registrable Shares separate from an S-3 Shelf Registration Securities (a “Demand Registration”); provided. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 5 days after the receipt thereof. Within 10 days after receipt by any Holder of Registrable Securities of such notice from the Company, howeversuch Holder may request in writing that all or a specified portion of such Holder’s Registrable Securities be included in such Registration Statement. Each request to the Company under this Section 2.1(a) will specify the name of the Holder, that (based on the then-current market prices) the number of Registrable Shares included Securities proposed to be sold and will also specify the proposed manner of sale. Subject to the conditions set forth in Section 2.3 hereof, within 60 days of the receipt of such written request for a Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such requestRegistration, the Company shall promptly, but no later than two days after such request, deliver notice of such request file with the SEC and use its reasonable best efforts to cause to become effective under the Securities Act a Registration Statement with respect to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire Registrable Securities requested to be included in such registrationtherein. If the request for registration contemplates an Underwritten OfferingSubject to Section 2.1(b) hereof, the Company shall state such in the written notice and in such event the right be required to effect a maximum of any other Stockholder two Demand Registrations pursuant to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided hereinthis Section 2.1(a). Subject to Section 5.03(d)2.1(f) hereof, Section 5.05 no other securities of the Company except Registrable Securities held by any Holder and Section 5.09, shares of Common Stock held by any Person entitled to exercise “piggy back” registration rights pursuant to contractual commitments of the Company shall use reasonable best efforts (i) to file be included in a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingRegistration.

Demand Registration. (a) Subject to After receipt of a written request from one or more New Holders requesting that the provisions of this Article V, until the first date on which there are no Registrable Shares Company effect a registration (the a “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderDemand Registration”) in writing registration for resale under the Securities Act of covering all or part of the Registrable Shares separate Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from an S-3 Shelf Registration (a “Demand Registration”); providedthe date of such Holder’s receipt of the aforementioned notice from the Company) to have all or part of such Holder’s Registrable Securities included in such registration thereof pursuant to this Section 3, however, that (based on the then-current market prices) and such Holder shall specify in such notice the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior Securities that such Holder elects to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included include in such registration. If the request for registration contemplates an Underwritten OfferingThereupon, the Company shall state such shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the written notice SEC and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested cause to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) declared effective a registration statement (a “Demand Registration Statement”) within 30 days and relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders (ii“Participating Demand Holders”) if necessaryfor sale, to cause the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement to is made, (ii) be declared effective by at least 25% of the SEC as soon as practicable thereafter. If permitted under New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities Act, which remain outstanding at such Registration Statement shall be one that is automatically effective upon filingtime.

Demand Registration. At any time beginning one hundred and eighty (a180) Subject days following the closing of the IPO, the Initiating Holder(s) shall be entitled to demand in writing that all or part of their Registrable Shares shall be registered for trading on any securities exchange. Any such demand must request the registration of shares in a minimum anticipated aggregate public offering price of five million United States dollars ($5,000,000) (after deduction of underwriter discounts and commissions, share transfer taxes and expenses of sale). Within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the provisions other Holders and shall use its commercially best efforts to include in such registration that number of this Article V, until the first date on which there are no Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the “Registration Termination Date”)receipt of the Company's notice. Thereupon, each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder the Company shall be referred use its commercially best efforts to as the “Initiating Stockholder”) in writing effect a registration for resale statement under the Securities Act of covering all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”)as to which it has received requests for registration; provided, however, that the Company shall not be required to effect any registration under this Section 2.2 within a period of one hundred and eighty (based on 180) days following the theneffective date of a previous registration of securities of the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that are entitled to be included in such registration shall be allocated as follows: (i) first, Registrable Shares requested to be registered thereunder, pro-current market prices) rata to the number of Registrable Shares included owned by each selling Holder or in the Demand Registration wouldsuch other proportions as shall mutually be agreed to by all such selling Holders; (iii) second, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, shares which the Company shall promptly, but no later than two days after such request, deliver notice of such request may wish to all register for its own account; and (iii) any other Stockholdersshares registered thereunder. The other Stockholders Company shall then have three days be allowed to notify the Company register securities for sale for its own account in writing of their desire to any registration requested under this Section 2.2, provided however that in any event all Registrable Securities must be included in such registrationregistration prior to any other securities of the Company. The Company shall not be required to effect more than two (2) registrations under this Section 2.2. If at the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right time of any other Stockholder request to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s register Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company by Initiating Holders pursuant to this Section 5.02(a2.2, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of ninety (90) (consecutive days from the date of such request, such right to delay a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement request to be declared effective exercised by the SEC Company not more than once in any 12-month. Notwithstanding the foregoing, Company shall not be obligated to effect any registration pursuant to this Section 2.3 in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance if not already qualified or consented and except as soon as practicable thereafter. If permitted may be required under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

Demand Registration. (a) Subject At any time after (x) the date of this Agreement, the Note Purchaser, or (y) January 1, 2018, the holders of at least ten percent (10%) of the Registrable Securities issued pursuant to the provisions of this Article V, until the first date on which there are no Registrable Shares Securities Purchase Agreement then outstanding and held by Holders or their assignees pursuant to Section 18 (the Holder(s) permitted to make a request under clause (x) or (y), individually, a “Registration Termination DateDemand Holder” and collectively, the “Demand Holders”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part any portion of the their Registrable Shares separate from an S-3 Shelf Registration Securities on Form S-1 or any successor form thereto (each a “Demand Long-Form Registration”); provided, however, that (based on . Each request for a Long-Form Registration shall specify the then-current market prices) the approximate number of Registrable Shares included in Securities required by the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expensesrequesting party(ies) to such Stockholder of at least the Minimum Amountbe registered. Upon receipt of such request, the Company Issuer shall promptly, promptly (but in no event later than two days after such request, five (5) Business Days following receipt thereof) deliver notice of such request to all other Stockholders. The other Stockholders Holders (if the request was made by less than all of them) who shall then have three days five (5) Business Days from the date such notice is given to notify the Company Issuer in writing of their desire to be included in such registration. If Each Holder who is a Demand Holder or who received notice under this Section 2(a) agrees that the fact that such a notice has been delivered shall constitute confidential information. The Issuer shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within ninety (90) days after the date on which the initial request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice is given and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

Demand Registration. If the Company receives a written request from one or more Investor that the Company file a Registration Statement (atogether with any related qualification or compliance) Subject with respect to the provisions of this Article V, until the first date on which there are no Registrable Shares at least thirty percent (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”30%) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); providedSecurities then outstanding, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, then the Company shall promptlyshall, but no later than two within 15 days after such requestof the receipt thereof, deliver (i) give notice of such request to all Investors, and (ii) use its best efforts to effect, as soon as practicable, the registration under the Securities Act (together with all related qualifications and compliances) of all Registrable Securities initially requested to be registered and all Registrable Securities owned by any other Stockholders. The other Stockholders shall then have three days to notify Investor that notifies the Company in writing writing, within 30 days after receipt of their desire to be included the Company's notice contemplated in such registration. If the request for registration contemplates an Underwritten Offeringclause (i) above, the Company shall state such in the written notice and in such event the right of any other Stockholder that it intends to participate in such registration demand registration, which notification shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and include the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested Securities sought to be so registered together with all included by such Holder and the intended method or methods of distribution of such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafterSecurities. If permitted under the Securities Act, such Such Registration Statement shall be one filed by the Company no later than the sixtieth (60th) day after it is requested to be filed in compliance with the foregoing (the "Filing Date"). The Investor who initiated the process outlined above shall have the right, at any time prior to the effective date of the Registration Statement, to revoke their request by providing written notice to the Company. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that is automatically effective such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon filingexercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities included in the Registration Statement shall be allocated to the Investors as set forth in Section 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Initial Investors and its counsel prior to its filing or other submission.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may If at any time request (at which timeafter the Issuance Date, such requesting Stockholder shall be the Shelf Registration Statement referred to as in Section 2.01 is not effective (subject to any permitted postponement pursuant to Section 2.03), the “Initiating Stockholder”) Majority Holders may request in writing that the Company effect the registration for resale under the Securities Act of any or all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); providedStock held by such requesting Holders, however, that (based on which notice shall specify the then-current market prices) the number intended method or methods of disposition of such Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum AmountStock. Upon such requestExcept as otherwise provided herein, the Company shall promptly, but no later than two prepare and (within forty-five (45) days after such requestrequest has been given) file with the Commission a registration statement with respect to (x) all Registrable Stock included in such request and (y) all Registrable Stock included in any request delivered by the Requesting Holders pursuant to Section 2.02(f), deliver notice and thereafter use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such request to all other Stockholders. The other Stockholders shall then have three days to notify Registrable Stock for disposition in accordance with the intended method or methods of disposition stated in such request; provided that the Company shall not be obligated to effect any such registration pursuant to this Section 2.02(a) if (i) within thirty (30) days of receipt of a written request from the Requesting Holders, the Company gives notice to the Requesting Holders that the Company intends to effect an offering of the Company’s securities for the Company’s account, the Company’s managing underwriter or placement agent advises the Company not to include all Registrable Stock in writing such offering and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering (provided that in such case, the Company shall, subject to Section 2.04(c), use its reasonable best efforts to include in the registration relating to such public offering all Registrable Stock requested to be included by any Holder pursuant to Section 2.04(c) and, in the event Section 2.04(c) applies to such registration, shall include in such registration a number of their desire shares of such Registrable Stock that is equal to at least 25% of the shares of Common Stock (on an as converted basis, with respect to securities convertible into or exchangeable for Common Stock to be included in such registration. If the request for registration contemplates an Underwritten Offering, ) that the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement is registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(asuch registration) (a “Demand Registration Statement”) within 30 days and or (ii) if necessary, the Requesting Holders propose to cause sell less than all Registrable Stock then held by them pursuant to such Demand Registration Statement registration statement and the estimated aggregate price to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, public of such Registration Statement shall be one that Registrable Stock is automatically effective upon filingless than forty million dollars ($40,000,000).

Demand Registration. (a) Subject to the provisions of this Article VIf, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time after the Corporation has filed any registration statement under the Securities Act or the Securities Exchange Act, except with respect to registration statements filed on Form S-8 or any successor form, the Corporation receives a written request by ACAS, its successors or assigns (at which timeeach, such requesting Stockholder shall be referred to as the a “Initiating StockholderDemanding Holder”) in writing to effect the registration for resale under the Securities Act of all or part shares of Registrable Securities of the Registrable Shares separate from an S-3 Shelf Registration Corporation (a “Demand Registration”), the Corporation shall follow the procedures described in this Section. Thereupon, the Corporation shall, as expeditiously as possible, use its best reasonable efforts to effect the registration on a form of general use under the Securities Act of the shares it has been requested to register in such initial request and in any response to such notice given to the Corporation within twenty (20) days after the Corporation’s giving of such notice; provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Corporation shall not be required to effect a Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later more than two days after such request, deliver notice of such request to all other StockholdersDemand Registrations have been undertaken. The other Stockholders shall then have three days Corporation may not be required to notify the Company in writing of their desire to be included in such registration. If the request for effect a registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(aduring the first 180 days after the effective date of any registration statement filed by the Corporation under Section 8.1 if the Demand Holders have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities. The Corporation may include in any registration under this Section any other shares of Registrable Securities (including issued and outstanding shares of stock as to which the holders thereof have contracted with the Corporation for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter of the shares of the stockholder or stockholders first demanding registration (a “Demand Registration Statement”) within 30 days and (ii) if necessarythe offering is underwritten), to cause such Demand Registration Statement interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the stock sought to be declared effective registered by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingdemanding stockholder or stockholders pursuant to this Section.

Demand Registration. (a) Subject To the extent that Enovis does not have an effective “automatic shelf registration statement” on Form S-3 or otherwise does not have an applicable effective Registration Statement permitting sales to be made by “Selling Stockholders” as at the provisions of this Article V, until Initial Stock Consideration Issuance Date or the first date on which there are no Registrable Shares (the “Registration Termination Date”Final Stock Consideration Issuance Date in accordance with Section 2.1(a), each any Holder(s) of Univar NVRegistrable Securities (collectively, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderHolder”) in writing shall have the right to request that Enovis file a Registration Statement with the SEC on the appropriate registration form for resale Sale pursuant to Rule 415 under the Securities Act (or similar provisions then in effect) of all or part of the Registrable Shares separate from an S-3 Shelf Registration Securities held by such Initiating Holder by delivering a written request to Enovis specifying the number of shares of Registrable Securities such Initiating Holder wishes to Register (a “Demand Registration”); provided, however, that . Enovis shall (based on i) within five (5) days of the then-current market prices) the number receipt of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, deliver give written notice of such request Demand Registration to all other Stockholders. The other Stockholders shall then have three days to notify Holders of Registrable Securities (the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d“Enovis Notice”), Section 5.05 (ii) use its commercially reasonable efforts to prepare and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale as expeditiously as possible in respect of such number Demand Registration and in any event within thirty (30) days of Registrable Shares as requested to be so registered together with all or such portion receipt of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days request, and (iiiii) if necessary, use its commercially reasonable efforts to cause such Demand Registration Statement to be declared become effective by the SEC as soon expeditiously as practicable thereafterpossible. If permitted under the Securities Act, Enovis shall include in such Registration Statement shall all Registrable Securities that the Holders request to be one that is automatically effective upon filingincluded within the ten (10) days following their receipt of the Enovis Notice.

Demand Registration. (a) Subject to The Stockholder or any subsequent ------------------- Holder of a Majority of the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor Securities may at any time make a written request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing for registration for resale under the Securities Act pursuant to this Section 2 of all or part of their Registrable Securities (the Registrable Shares separate from an S-3 Shelf Registration (a “"Demand Registration”"); , provided, ------------------- however, that the Company shall be required to effect no more than four (based 4) Demand Registrations under this Section 2, and provided further that the Company shall not be required to effect a Demand Registration under this Section 2 at any time prior to the thirtieth day following the IPO Date. Upon receipt of a request for a Demand Registration, the Company shall (i) as soon as reasonably practicable, cause to be filed, and use all reasonable efforts to cause to be declared effective, a registration statement (the "Demand Registration ------------------- Statement"), on such appropriate form as the then-current market pricesCompany in its discretion shall --------- determine, providing for the sale of all of such Registrable Securities by such Stockholder or Holder, as the case may be, and (ii) the number promptly give written notice to all other Holders of Registrable Shares included Securities that such Demand Registration is to be effected and shall include in the Demand Registration would, if fully sold, yield gross proceeds (prior Statement such additional Registrable Securities with respect to deducting underwriting discounts and commission and offering expenses) to which it has received written requests for registration from any such Stockholder of at least other Holder within 15 days after the Minimum Amount. Upon such request, date on which the Company shall promptly, but no later than two days after gave such request, deliver notice of such notice. A Holder's request to all other Stockholders. The other Stockholders shall then have three days to notify must specify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such aggregate number of Registrable Shares as requested Securities proposed to be so registered together with all or such portion and sold and must also specify the intended method of disposition thereof. The Company agrees to use its best efforts to keep the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared continuously effective by the SEC as soon as practicable thereafterand usable for resale of Registrable Securities for a period of not less than nine (9) months. If permitted under the Securities Act, such The Company will pay all Registration Statement shall be one that is automatically effective upon filingExpenses in connection with any Demand Registration.

Demand Registration. At any time after six months following the closing of the initial public offering (athe "IPO") Subject to the provisions of this Article V, and until the first date on which there are no Registrable Shares (fifth anniversary thereafter, the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor Initiating Holders may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of that all or part of the Registrable Shares separate from an S-3 Shelf Registration shall be registered for trading on the Securities Exchange on which such Registrable Shares are listed. Within thirty (a “Demand Registration”)30) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the Securities Exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 3: (i) within a period of one hundred and eighty (180) days following the effective date of a previous registration; or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than US$20 million; or (iii) if the Initiating Holders propose to dispose of Registrable Shares that may be immediately registered on Form S-1 pursuant to a request made pursuant to Section 4 below; or (iv) during the period sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to the securities of the Company, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing of such registration statement is made in good faith. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the registration shall be allocated, first, to the Initiating Holders on a pro rata basis based on the then-current market prices) the total number of Registrable Shares included held by such Initiating Holders; and second, to the remaining Holders, on a pro rata basis based on the total number of Registrable Shares held by such Holders. If the Company shall furnish to the Holders a certificate signed by the chairman of the Board (the "Chairman") stating that in the Demand Registration would, if fully sold, yield gross proceeds (prior good faith judgment of the Board it would be materially detrimental to deducting underwriting discounts and commission and offering expenses) the Company or its shareholders for such registration statement to be effected at such Stockholder of at least the Minimum Amount. Upon such requesttime, the Company shall promptly, but no later have the right to defer the filing of such registration statement for a period of not more than two one hundred twenty (120) days after such request, deliver notice receipt 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 be included in such registration. If the request for registration contemplates an Underwritten Offeringof the Holders under this Section 3; provided, however, that the Company shall state such not utilize this right more than once in any twelve (12) month period. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 3 and to become effective less than ninety (90) days after the written notice and in such event the right effective date of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject requested pursuant to Section 5.03(d), Section 5.05 and Section 5.09, the 3. The Company shall use reasonable best efforts not be required to effect more than two (i2) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to registrations under this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing3.

Demand Registration. (a) Subject to Upon the provisions of this Article V, until the first date on which there are no Registrable Shares written request (the “Registration Termination Date”), each "Request") ------------------- of Univar NV, CD&R Investor and Temasek Investor may at any time request Holder(s) (at which time, such requesting Stockholder shall be referred to as the “"Initiating Stockholder”Holders") in writing that own the Requisite Amount of Shares that the Company effect the registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration to which such Initiating Holders are entitled pursuant to Section 2.8 below (a “Demand Registration”provided that, if such Request is in respect of less than the maximum number of Registrable Shares that could be issued to such Initiating Holders in exchange for their shares of Preferred Stock, the number of shares requested to be so registered is equal to at least the Requisite Amount of Shares); , and specifying the intended method of disposition of such Registrable Shares, the Company will promptly give written notice of the Request to all other Holders (the date of the Company's receipt of the Request being referred to herein as the "Initiation Date"). The Company shall use its reasonable commercial efforts to effect, at the earliest practicable date after the Initiation Date, the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register (i) by the Initiating Holders and (ii) by any other Holders who notify the Company in writing, within 15 days after receiving the Company's notice as hereinabove provided, however, that of their desire to participate in the registration (based on the then-current market prices) whose notice shall specify the number of Registrable Shares to be so included and the intended method of disposition), all to the extent necessary to permit the disposition (in accordance with the Demand Registration would, if fully sold, yield gross proceeds (prior intended methods thereof as aforesaid) of the Registrable Shares so to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least be registered. Notwithstanding the Minimum Amount. Upon such requestforegoing, the Company shall promptly, but no later than two days after such request, deliver notice of such request not be required to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to be included in such registration. If the request for effect a registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.2.1:

Demand Registration. Upon receipt of a written request (a) Subject a "Registration Request"), which shall include a description of such Holders' proposed method of distribution (which method may also include an Underwritten Offering by a nationally recognized Underwriter selected by the Company and reasonably acceptable to the provisions of this Article V, until the first date on which there are no Registering Holders) from Holders holding Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from having an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and aggregate expected offering expenses) to such Stockholder price of at least $15,000,000 (or all remaining Registrable Securities if all such remaining Registrable Securities shall have an aggregate expected offering price of less than $15,000,000), the Minimum AmountCompany shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the SEC, within sixty (60) days after receipt of such Registration Request, a Registration Statement for the sale of all Registrable Securities held by the requesting Holders and any other Holder who makes a written request of the Company to have her or his Registrable Securities included in such Registration Statement, which written request must be received by the Company within ten (10) days after such Holder receives the Registration Request (all of such Holders, collectively, the "Registering Holders"). Upon receipt of such written request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable its best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafterwithin one hundred twenty (120) days after receipt of a Registration Request. If permitted under the Securities Act, The Company shall keep such Registration Statement shall be one that is automatically continuously effective upon filinguntil the date on which all Registrable Securities have been sold pursuant to such Registration Statement or are eligible for resale under Rule 144 without regard to holding periods or volume limitations.

Demand Registration. (a) Subject to The Company may include in a Demand Registration shares of Common Stock for the provisions account of this Article Vthe Company or for the account of other holders thereof exercising contractual piggy-back or demand rights, until on the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor same terms and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to conditions as the “Initiating Stockholder”) in writing registration Registrable Common Stock to be included therein for resale under the Securities Act of all or part account of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”)Demanding Holders and any Other Holders; provided, however, that (based on i) if the then-current market pricesmanaging Underwriter or Underwriters of any underwritten offering described in Section 2 hereof have informed the Company in writing that it is their opinion that the total number of shares which the Demanding Holders and Other Holders, the Company and any such other holders intend to include in such offering is such as to adversely affect the success of such offering, then (x) the number of shares of Registrable Shares included Common Stock to be offered for the account of such other holders shall be reduced (to zero, if necessary), in the Demand Registration wouldcase of this clause (x) pro rata in proportion to the respective number of shares of Registrable Common Stock requested to be registered and (y) thereafter, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such requestnecessary, the Company shall promptly, but no later than two days after such request, deliver notice number of such request shares of Registrable Common Stock to all other Stockholders. The other Stockholders shall then have three days to notify be offered for the account of the Company in writing (if any) shall be reduced (to zero, if necessary), to the extent necessary to reduce the total number of their desire shares of Registrable Common Stock requested to be included in such registration. If offering to the request number of shares of Registrable Common Stock, if any, recommended by such managing Underwriters (and if the number of shares of Registrable Common Stock to be offered for registration contemplates an Underwritten Offeringthe account of each such Person has been reduced to zero, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of shares of Registrable Shares as Common Stock requested to be so registered together with all or by the Demanding Holders and Other Holders exceeds the number of shares of Registrable Common Stock recommended by such portion managing Underwriters, then the number of shares of Registrable Common Stock to be offered for the account of the Registrable Shares of any Stockholder joining Demanding Holders and Other Holders shall be reduced pro rata in such request which have provided notification proportion to the Company pursuant respective number of shares of Registrable Common Stock requested to this Section 5.02(abe registered by the Demanding Holders and Other Holders) (a “Demand Registration Statement”) within 30 days and (ii) if necessarythe offering is not underwritten, no other party, including the Company, shall be permitted to cause offer securities under any such Demand Registration Statement to be declared effective unless a majority of the shares of Registrable Common Stock held by the SEC as soon as practicable thereafter. If permitted under Demanding Holder and Other Holders consent to the Securities Act, inclusion of such Registration Statement shall be one that is automatically effective upon filingshares therein.

Demand Registration. (a) 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the provisions terms of this Article VAgreement, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time or from time to time after the earlier of (i) the fourth (4th) anniversary of the Closing Date or (ii) the date that is six (6) months after the consummation of the IPO, Holders holding twenty-five percent (25%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration of Registrable Securities (at together with the Registrable Securities which time, the other Holders elect to include in such Registration) on any internationally recognized exchange that is reasonably acceptable to such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum AmountHolders. Upon receipt of such a request, the Company shall promptly, but no later than two days after such request, deliver (x) promptly give written notice of such request the proposed Registration to all other StockholdersHolders of Registrable Securities and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The other Stockholders Company shall then be obligated to consummate (i) no more than three (3) Registrations initiated by Holders holding pursuant to this Section 2.1 that have three days to notify been declared and ordered effective, provided that if the Company in writing of their desire Registrable Securities sought to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand 2.1 are not fully included in the Registration Statement”) within 30 days and (ii) if necessary, for any reason other than solely due to cause the action or inaction of the Holders including Registrable Securities in such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities ActRegistration, such Registration Statement shall not be deemed to constitute one that is automatically effective upon filing.of the Registration rights granted pursuant to this Section 2.1. Shareholders Agreement 11

Demand Registration. 2.1. (ai) Subject The Company covenants and agrees with the Holders of the Shares, that upon written request of Holders that own an aggregate of 51% or more of the Registrable Securities then outstanding (the "Demanding Holders"), the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Securities Act (a "Demand Registration"), and each Demanding Holder shall be entitled to have included therein (subject to Section 2.7) all or such number of such Demanding Holder's Registrable Securities as the Demanding Holder shall report in writing. Any request made pursuant to this Section 2.1 shall be addressed to the provisions attention of the Secretary of the Company, and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this Article VSection 2.1(i). (ii) Whenever the Company shall have received a demand pursuant to Section 2.1(i) to effect the registration of any Registrable Securities, until the first date on which there are no Registrable Shares Company shall promptly give written notice of such proposed registration to all Holders. Any such Holder may, within twenty (the “Registration Termination Date”)20) days after receipt of such notice, each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration. 2.2. Following receipt of a request for a Demand Registration, the Company shall: (i) File the registration for resale statement with the Commission as promptly as practicable, and shall use the Company's best efforts to have the registration statement declared effective under the Securities Act as soon as reasonably practicable, in each instance giving due regard to the need to prepare current financial statements, conduct due diligence and complete other actions that are reasonably necessary to effect a registered public offering. (ii) Use the Company's best efforts to keep the relevant registration statement Continuously Effective for up to 180 days or until such earlier date as of which all the Registrable Securities under such Registration Statement shall have been disposed of in the manner described in the Registration Statement. Notwithstanding the foregoing, if for any reason the effectiveness of a registration pursuant to this Section 2 is suspended, the foregoing period shall be extended by the aggregate number of days of such suspension. 2.3. The Company shall be obligated to effect no more than two Demand Registrations. For purposes of the preceding sentence, registration shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after such registration statement has become effective, such registration or part the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (iii) if reasonable and customary conditions to closing applicable to the Company specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived. If the Company shall have complied with its obligations under this Agreement, a right to demand a registration pursuant to this Section 2 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Shares separate from Securities included therein shall have been disposed of pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been Continuously Effective for a period of 180 days. 2.4. A registration pursuant to this Section 2 shall be on such appropriate registration form of the Commission as shall (i) be selected by the Company and be reasonably acceptable to the Majority Selling Holders, and (ii) permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the request pursuant to Section 2.1(i). 2.5. If any registration pursuant to Section 2 involves an S-3 Shelf Registration underwritten offering (whether on a “Demand Registration”"firm", "best efforts" or "all reasonable efforts" basis or otherwise), or an agented offering, the Majority Selling Holders, shall have the right to select the underwriter or underwriters and manager or managers to administer such underwritten offering or the placement agent or agents for such agented offering; provided, however, that (based on each Person so selected shall be reasonably acceptable to the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum AmountCompany. Upon such request, 2.6. Whenever the Company shall promptlyeffect a registration pursuant to this Section 2 in connection with an underwritten offering by one or more Selling Holders of Registrable Securities: (i) if such Selling Holders have requested the inclusion therein of more than one class of Registrable Securities, but no later than two days after and the Underwriters' Representative or Agent advises each such request, deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company Selling Holder in writing that, in its opinion, the inclusion of their desire more than one class of Registrable Securities would adversely affect such offering, the Demanding Holders holding at least a majority of the Registrable Securities proposed to be sold therein by them, shall decide which class of Registrable Securities shall be included therein in such offering and the related registration, and the other class shall be excluded; and (ii) if the Underwriters' Representative or Agent advises each such Selling Holder in writing that, in its opinion, the amount of securities requested to be included in such registration. If offering (whether by Selling Holders or others) exceeds the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and amount which can be sold in such event offering within a price range acceptable to the right of any other Stockholder to participate Majority Selling Holders, securities shall be included in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering related registration, to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in amount which can be sold within such request which have provided notification to the Company pursuant to this price range. Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing3.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at At any time request (at which time, such requesting Stockholder shall be referred after 180 days after the initial public offering of the Common Stock pursuant to as the “Initiating Stockholder”) in writing an effective registration for resale under the Securities Act Act, the holders of all or part at least (i) a majority of the Registrable Shares separate from an S-3 Shelf Registration Securities held by the Great Hill Investors or (a “Demand Registration”); provided, however, that (based on the then-current market pricesii) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder holders of at least a majority of the Minimum AmountRegistrable Securities held by the BACI Investors, as applicable and in accordance with this Section 2, may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request. Upon receipt of such request, the Company shall promptly, but no later than two days after such request, promptly deliver notice of such request to all other Stockholders. The other Stockholders holding Registrable Securities who shall then have three thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offeringunderwritten public offering, the Company shall state such in the written notice and in such event the right of any other Stockholder Person to participate in such registration shall be conditioned upon such StockholderPerson’s participation in such Underwritten Offering underwritten public offering and the inclusion of such StockholderPerson’s Registrable Shares Securities in the Underwritten Offering underwritten public offering to the extent provided herein. Subject The Company will use its best efforts to expeditiously effect (but in any event no later than forty-five (45) days after such request) the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than (i) three (3) times for the Great Hill Investors or (ii) one (1) time for the BACI Investors; provided, that if the BACI Investors have requested a demand registration for a number of Registrable Securities that would result in the BACI Investors owning less than five percent (5%) of the Company’s outstanding Common Stock, but after giving effect to any reductions pursuant to Section 5.03(d2(b), Section 5.05 and Section 5.09the BACI Investors continue to hold at least five percent (5%) of the Company’s then outstanding Common Stock following such demand registration by the BACI Investors, the Company shall use reasonable best efforts be required to effect one (i1) additional registration pursuant to file a Registration Statement registering for resale such number request from the BACI Investors in accordance with the terms hereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares as requested Securities shall have been entitled to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 5.02(asection 2(a) (a “Demand Registration Statement”) within 30 days unless and (ii) if necessary, until the registration statement relating to cause such Demand Registration Statement to be registration has been declared effective by the SEC Commission at the request of the initiating Stockholders; provided, however, that a majority in interest of the Great Hill Investors or the BACI Investors, as soon as practicable thereafter. If applicable, may request, in writing, that the Company withdraw a registration statement which has been filed pursuant to their request and under this Section 2(a) but has not yet been declared effective, and a majority in interest of such Stockholders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted for such Registration Statement shall be one that is automatically effective upon filingStockholders under this Section 2(a).

Demand Registration. At any time after six months following the closing of the initial public offering (athe "IPO") Subject to the provisions of this Article V, and until the first date on which there are no Registrable Shares (fifth anniversary thereafter, the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor Initiating Holders may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of that all or part of the Registrable Shares separate from an S-3 Shelf Registration shall be registered for trading on the Securities Exchange on which such Registrable Shares are listed. Within thirty (a “Demand Registration”)30) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the Securities Exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 3: (i) within a period of one hundred and eighty (180) days following the effective date of a previous registration; or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than US$20 million; or (iii) if the Initiating Holders propose to dispose of Registrable Shares that may be immediately registered on Form S-1 pursuant to a request made pursuant to Section 4 below; or (iv) during the period sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to the securities of the Company, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing of such registration statement is made in good faith. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the registration shall be allocated, first, to the Initiating Holders on a pro rata basis based on the then-current market prices) the total number of Registrable Shares included held by such Initiating Holders; and second, to the remaining Holders, on a pro rata basis based on the total number of Registrable Shares held by such Holders. If the Company shall furnish to the Holders a certificate signed by the chairman of the Board (the "Chairman") stating that in the Demand Registration would, if fully sold, yield gross proceeds (prior good faith judgment of the Board it would be materially detrimental to deducting underwriting discounts and commission and offering expenses) the Company or its shareholders for such registration statement to be effected at such Stockholder of at least the Minimum Amount. Upon such request134 time, the Company shall promptly, but no later have the right to defer the filing of such registration statement for a period of not more than two one hundred twenty (120) days after such request, deliver notice receipt 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 be included in such registration. If the request for registration contemplates an Underwritten Offeringof the Holders under this Section 3; provided, however, that the Company shall state such not utilize this right more than once in any twelve (12) month period. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 3 and to become effective less than ninety (90) days after the written notice and in such event the right effective date of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject requested pursuant to Section 5.03(d), Section 5.05 and Section 5.09, the 3. The Company shall use reasonable best efforts not be required to effect more than two (i2) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to registrations under this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing3.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, ,however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

Demand Registration. (a) Subject to The Stockholder or any subsequent ------------------- Holder of a Majority of the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor Securities may at any time make a written request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing for registration for resale under the Securities Act pursuant to this Section 2 of all or part of their Registrable Securities (the Registrable Shares separate from an S-3 Shelf Registration (a “"Demand Registration”"); , provided, ------------------- however, that the Company shall be required to effect no more than one (based 1) Demand Registration under this Section 2, and provided further that the Company shall not be required to effect a Demand Registration under this Section 2 at any time prior to the thirtieth day following the IPO Date. Upon receipt of a request for a Demand Registration, the Company shall (i) as soon as reasonably practicable, cause to be filed, and use all reasonable efforts to cause to be declared effective, a registration statement (the "Demand Registration ------------------- Statement") on such appropriate form as the then-current market pricesCompany in its discretion shall --------- determine, providing for the sale of all of such Registrable Securities by such Stockholder or Holder, as the case may be, and (ii) the number promptly give written notice to all other Holders of Registrable Shares included Securities that such Demand Registration is to be effected and shall include in the Demand Registration would, if fully sold, yield gross proceeds (prior Statement such additional Registrable Securities with respect to deducting underwriting discounts and commission and offering expenses) to which it has received written requests for registration from any such Stockholder of at least other Holder within 15 days after the Minimum Amount. Upon such request, date on which the Company shall promptly, but no later than two days after gave such request, deliver notice of such notice. A Holder's request to all other Stockholders. The other Stockholders shall then have three days to notify must specify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such aggregate number of Registrable Shares as requested Securities proposed to be so registered together with all or such portion and sold and must also specify the intended method of disposition thereof. The Company agrees to use its best efforts to keep the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared continuously effective by the SEC as soon as practicable thereafterand usable for resale of Registrable Securities for a period of not less than nine (9) months. If permitted under the Securities Act, such The Company will pay all Registration Statement shall be one that is automatically effective upon filingExpenses in connection with any Demand Registration.

Demand Registration. At any time after the earlier of (ai) Subject February 17, 2009 or (ii) 180 days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the provisions sale of this Article Vsecurities to employees of the Company pursuant to a stock option, until the first date on which there are no Registrable Shares (the “Registration Termination Date”stock purchase or similar plan of a SEC Rule 145 transaction), each QuantRx, if QuantRx holds at least 15% of Univar NVthe issued and outstanding shares of Common Stock on a Fully Diluted Basis, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as notify the “Initiating Stockholder”) Company in writing registration that QuantRx intends to offer or cause to be offered for resale under the Securities Act of public sale all or part any portion of the its Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included Securities in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to manner specified in such Stockholder of at least the Minimum Amountrequest. Upon receipt of such request, the Company shall promptly, but no later than two days after such request, promptly deliver notice of such request to all other Stockholders. The other Stockholders who each shall then have three 20 days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offeringunderwritten public offering, the Company shall state such in the written notice and in such event the right of any such other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s 's participation in such Underwritten Offering underwritten public offering and the inclusion of such Stockholder’s 's Registrable Shares Securities in the Underwritten Offering underwritten public offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the The Company shall will use reasonable best efforts to expeditiously (ibut in any event no later than 60 days after such request) to file a Registration Statement registering registration statement for resale such number the registration of all Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining Securities whose Stockholders request participation in such request which have provided notification registration under the Securities Act, subject to the Company pursuant to other provisions of this Section 5.02(a) (a “Demand Registration Statement”) within 30 days Agreement, and (ii) if necessary, to cause such Demand Registration Statement registration statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under any registration pursuant to this Section 5.1 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Registrable Securities Actto be included in such an underwriting may be reduced on a pari passu basis, such Registration Statement or eliminated entirely, if and to the extent that the managing underwriter shall be one of the opinion that is automatically effective upon filingsuch inclusion would adversely affect the marketing of the securities to be sold by the Company therein.

Demand Registration. At any time following the seventh year anniversary of the Issue Date and if a Qualifying IPO or an Initial Public Offering shall not have been consummated, on one occasion only, Holders of Registrable Securities representing at least 50% of all the outstanding Registrable Securities on a fully diluted basis will have the right to request that the Company (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”a "Demand Request"), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as no later than 60 days after the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part receipt of the Registrable Shares separate from an S-3 Shelf Demand Request, file a Registration Statement (a “"Demand Registration Statement") for the sale of Registrable Securities (a "Demand Registration”"); provided. Upon receipt by the Company of a Demand Request, however, that (based on the then-current market prices) Company will give notice to all other Holders of Warrants and Registrable Securities offering them the number option of including their Registrable Shares included Securities in the Demand Registration wouldStatement. The Company will promptly file a Demand Registration and use its reasonable best efforts to obtain the effectiveness of the Demand Registration Statement for the benefit of all the Holders that desire to include their Registrable Securities in the Demand Registration Statement, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, deliver notice will cooperate with all Holders requesting registration and the underwriters in consummating an underwritten public offering of such request to all other StockholdersHolders' Registrable Securities. The other Stockholders shall then have three days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a maintain the effectiveness of the Demand Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together during the Demand Effectiveness Period. The Company will pay all Registration Expenses in connection with the Demand Registration Statement and each Holder shall pay all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification underwriting discounts and commissions and transfer taxes, if any, relating to the Company sale or disposition of such Holder's Registrable Securities pursuant to this Section 5.02(a) (a “the Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Stockholders collectively owning at least 2,500,000 Registrable Shares (or the “Registration Termination Date”)equivalent number in the event of a stock split, each of Univar NVreverse stock split, CD&R Investor and Temasek Investor may stock dividend or a 71 reclassification or recapitalization subsequent to the date hereof) shall have the right, exercisable at any time request after the date hereof, on any one occasion, by written notice to the Company (at which timethe "Registration Notice") signed by Stockholders requesting such registration (the "Requesting Stockholders"), such requesting Stockholder shall be referred to as require the “Initiating Stockholder”) in writing registration for resale Company to use its best efforts to register under the Securities Act of Act, all or part of the Registrable Shares separate from an S-3 Shelf Registration held by the Stockholders (a “the "Demand Registration”"); provided. The Company, howeverupon receipt of the Registration Notice, that shall use its best efforts to effect the Demand Registration. The Company shall send written notice of such Demand Registration to the remaining Stockholders, if any (based on the then-current market prices) "Notification"), within ten days of the number Company's receipt of Registrable Shares included the Registration Notice. Unless a remaining Stockholder shall deliver a written request for inclusion in the Demand Registration wouldof a specified number of his Registrable Shares within ten days of the date of the Notification by the Company, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other such remaining Stockholder to participate in such registration Demand Registration shall terminate. If such remaining Stockholder so notifies the Company within the period specified above of his desire to participate in the Demand Registration, such Stockholder's Registrable Shares shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares included in the Underwritten Offering to the extent provided hereinDemand Registration. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion Each of the Registrable Shares of Stockholders participating in any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days is referred to herein as a "Selling Stockholder" and (ii) if necessarycollectively, to cause such Demand Registration Statement to be declared effective by as the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing"Selling Stockholders."

Demand Registration. (a) Subject to Commencing from the provisions 365th day after the effective date of this Article Vthe IPO Registration Statement, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time and from time to time, upon receipt of a written request (at which time, such requesting Stockholder shall be request referred to as in this Agreement as, the “Initiating StockholderNotice of Election”) in writing from the Holder requesting that the Company effect a registration for resale (a “Demand Registration”) under the Securities Act of covering all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on Securities held by the then-current market prices) Holder which specifies the number of Registrable Shares included Securities that the Holder elects to include in the such Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion intended method or methods of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09disposition thereof, the Company shall use its reasonable best efforts efforts, but in any event no later than 30 days (iexcluding any days which occur during a permitted Blackout Period under Section 4 below) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion after receipt of the Registrable Shares Notice of any Stockholder joining in such request which have provided notification to Election from the Company Holder pursuant to this Section 5.02(a) 2(a), file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) within 30 days relating to all shares of Registrable Securities which the Company has been so requested to register by the Holder for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the Company shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2(a) unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) if necessary, have an aggregate minimum market value of at least $[___] based on the closing trading price of the Class A Common Stock on the date the written demand to cause file such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingmade.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may If at any time after the first anniversary of the Closing or after a Change of Control (as defined in the Warrant), a Shelf Registration Statement is not effective (subject to any permitted postponement pursuant to Section 2.03), the Majority Holders may request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing that the Company effect the registration for resale under the Securities 1933 Act of any or all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); providedSecurities held by such requesting Holders, however, that (based on which notice shall specify the then-current market prices) the number intended method or methods of disposition of such Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum AmountSecurities. Upon such requestExcept as otherwise provided herein, the Company shall promptly, but no later than two prepare and (within ninety (90) days after such requestrequest has been given) file with the SEC a registration statement with respect to (x) all Registrable Securities included in such request and (y) all Registrable Securities included in any request delivered by the Requesting Holders pursuant to Section 2.02(f), deliver notice and thereafter use its reasonable best efforts to effect the registration under the 1933 Act and applicable state securities laws of such request to all other Stockholders. The other Stockholders shall then have three days to notify Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that the Company shall not be obligated to effect any such registration pursuant to this Section 2.02(a) if (i) within thirty (30) days of receipt of a written request from the Requesting Holders, the Company gives notice to the Requesting Holders that the Company intends to effect an offering of the Company's securities for the Company's account and has taken substantial steps (including, but not limited to, selecting a managing underwriter or placement agent for such offering) and is proceeding with reasonable diligence to effect such offering (provided that in writing such case, the Company shall, subject to Section 2.04(c), use its reasonable best efforts to include in the registration relating to such public offering all Registrable Securities requested to be included by any Holder pursuant to Section 2.04(c) and, in the event Section 2.04(c) applies to such registration, shall include in such registration a number of their desire such Registrable Securities that is equal to at least 25% of the shares of Common Stock (on an as-converted basis, with respect to securities convertible into or exchangeable for Common Stock to be included in such registration. If the request for registration contemplates an Underwritten Offering, ) that the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement is registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(asuch registration) (a “Demand Registration Statement”) within 30 days and or (ii) if necessary, the Requesting Holders propose to cause sell less than all Registrable Securities then held by them pursuant to such Demand Registration Statement registration statement and the estimated aggregate price to be declared effective by the SEC as soon as practicable thereafter. If permitted under the public of such Registrable Securities Act, such Registration Statement shall be one that is automatically effective upon filingless than Five Million Dollars ($5,000,000).

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may If at any time after the first anniversary of the Closing or after a Change of Control (as defined in the Warrant), a Shelf Registration Statement is not effective (subject to any permitted postponement pursuant to Section 2.03), the Majority Holders may request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing that the Company effect the registration for resale under the Securities 1933 Act of any or all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); providedSecurities held by such requesting Holders, however, that (based on which notice shall specify the then-current market prices) the number intended method or methods of disposition of such Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum AmountSecurities. Upon such requestExcept as otherwise provided herein, the Company shall promptly, but no later than two prepare and (within ninety (90) days after such requestrequest has been given) file with the SEC a registration statement with respect to (x) all Registrable Securities included in such request and (y) all Registrable Securities included in any request delivered by the Requesting Holders pursuant to Section 2.02(f), deliver notice and thereafter use its reasonable best efforts to effect the registration under the 1933 Act and applicable state securities laws of such request to all other Stockholders. The other Stockholders shall then have three days to notify Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that the Company shall not be obligated to effect any such registration pursuant to this Section 2.02(a) if (i) within thirty (30) days of receipt of a written request from the Requesting Holders, the Company gives notice to the Requesting Holders that the Company intends to effect an offering of the Company's securities for the Company's account and has taken substantial steps (including, but not limited to, selecting a managing underwriter or placement agent for such offering) and is proceeding with reasonable diligence to effect such offering (provided that in writing such case, the Company shall, subject to Section 2.04(c), use its reasonable best efforts to include in the registration relating to such public offering all Registrable Securities requested to be included by any Holder pursuant to Section 2.04(c) and, in the event Section 2.04(c) applies to such registration, shall include in such registration a number of their desire such Registrable Securities that is equal to at least 25% of the shares of Common Stock (on an as-converted basis, with respect to securities convertible into or exchangeable for Common Stock to be included in such registration. If the request for registration contemplates an Underwritten Offering, ) that the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement is registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(asuch registration) (a “Demand Registration Statement”) within 30 days and or (ii) if necessary, the Requesting Holders propose to cause sell less than all Registrable Securities then held by them pursuant to such Demand Registration Statement registration statement and the estimated aggregate price to be declared effective by the SEC as soon as practicable thereafter. If permitted under the public of such Registrable Securities Act, such Registration Statement shall be one that is automatically effective upon filingless than Five Million Dollars ($5,000,000).

Demand Registration. (a) Subject to the provisions of this Article Vconditions contained herein, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time on or after the first to occur of the fifth anniversary of this Agreement (on condition that the Employee's employment was not terminated pursuant to Section 6), the date of any Change of Control of the Company or the Date of Termination pursuant to Section 11 and before the third anniversary of the Employee's death, and on a maximum of three occasions only except as otherwise noted in paragraph (b) the Employee or his designated beneficiary, guardian, executor or personal representative may deliver to the Company a written request (at which time, such requesting Stockholder shall be referred to as a "Sale Request") that the “Initiating Stockholder”) in writing Company file a registration for resale statement under the Securities Act of all or part (the "Registration Statement") which Registration Statement shall cover (i) any shares of the Registrable Company Common Stock owned by the Employee or his spouse, beneficiaries or estate (the "Issued Recoton Stock"), (ii) any shares of the Company Common Stock owned by the Employee or his spouse, beneficiaries or estate (for purposes of this Section 12, "Employee" shall include such spouse, beneficiaries or estate, as applicable) acquired or acquirable pursuant to any option from the Company ("Option Stock") and (iii) any securities issued as a dividend on the Issued Recoton Stock or Option Stock, or in exchange therefore (collectively, the "Eligible Shares") as to which registration shall have been requested in accordance with this Section 12 (the "Registration Shares"). The Company shall use its reasonable efforts in good faith to cause such Registration Statement to become effective and to keep such Registration Statement continuously effective for a period of 90 days after the initial declaration of effectiveness. The minimum amount of Eligible Shares separate from an S-3 Shelf with respect to which registration pursuant to this Section 12 may be requested shall be such number of Registration Shares as shall have a Market Price (a “Demand Registration”)as defined in paragraph (c) below) of at least $1,000,000 in the aggregate. The timing of the filing and processing of the Registration Statement shall be determined by the Company in its sole discretion; provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) fails to file a Registration Statement registering for resale more than 90 days beyond the date of receipt of a Sale Request, or if it does so and if such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be is not declared effective by the SEC six-month anniversary of the Sale Request or, if declared effective, the effectiveness is later suspended and such suspension is not terminated within 30 days thereafter, the Company shall then purchase the Registration Shares at the Market Price. The Company shall advise the Employee's from time to time as soon as practicable thereafterto the actions that it determines to take with respect to any Sale Request. With respect to each Registration Statement that the Company files hereunder, the Company shall have the right (subject to the Employee's prior approval, which shall not be unreasonably withheld or delayed) to select the managing underwriters (provided that the fees charged to the Employee are customary) and the Employee shall have the right (subject to the Company's prior approval which shall not be unreasonably withheld or delayed), to determine the timing and the method of sale of such shares. For the purposes of this Agreement, the term "customary" shall mean the lesser of: (a) the fees charged to the Company for comparable public offerings of its common stock during the past five years or (b) the fees customarily charged within the underwriting industry in New York City for offerings of the type requested by the Employee. If permitted there are any disputes between the Employee and the Company concerning the computation of customary fees, the same shall be determined by a nationally known underwriter not affiliated or having a business relationship with either the Employee or the Company, which shall be selected by them, or if they shall fail to select such an underwriter which is willing to act in such capacity, such dispute shall be submitted to binding arbitration under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingrules of the American Arbitration Association then obtaining.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares Each Holder (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderRequesting Holder”) in writing may request registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on ) under the then-current market prices) Securities Act covering all or part of its Registrable Securities. Each request must specify the number of Registrable Shares included in Securities for which registration is requested and the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder intended method or methods of at least the Minimum Amountdistribution thereof. Upon receipt of such request, the Company shall promptly, promptly (but no later than two (10) days after such request, following receipt thereof) deliver notice of such request to all other Stockholders. The other Stockholders Holders, who shall then have three fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration (the Requesting Holder and any Holder that delivers such writing to the Company, the “Selling Holders”). If The Company shall use its reasonable best efforts, after receipt of such written requests, to file with the request for registration contemplates an Underwritten OfferingSEC at the earliest practicable date, but in any event not later than (i) sixty (60) days after the receipt of such notice or (ii) if, as of such sixtieth (60th) day, the Company shall state such does not have audited financial statements required to be included in the written notice and in such event registration statement available to it, thirty (30) days after receipt by the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion Company from its independent public accountants of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d)audited financial statements, Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested cause to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) declared effective as promptly as practicable, a registration statement (a “Demand Registration Statement”) within 30 days and (ii) if necessaryrelating to all of the Registrable Securities that the Company has been so requested to register for sale, to cause such the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered; provided that the Company shall not be required to file a Demand Registration Statement unless the aggregate offering value of the Registrable Securities requested to be declared effective registered by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that Selling Holders is automatically effective upon filingat least $10,000,000.

Demand Registration. (a) Subject to Section 2.01 hereof, after receipt of a written request from the provisions of this Article VStockholder requesting that the Company effect a registration (each, until the first date on which there are no Registrable Shares (the a “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderDemand Registration”) in writing registration for resale under the Securities Act of covering all or part of the Stockholder’s Registrable Shares separate from an S-3 Shelf Securities (which such written request specifies information solely with respect to the Stockholder required by the Company to prepare necessary documentation to effect such Demand Registration (a “Demand Registration”); provided, however, that (based on regarding the then-current market prices) intended method or methods of disposition thereof and the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior shares to deducting underwriting discounts and commission and offering expensesbe disposed of) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptlyshall, but no later than two 30 days after such request, deliver notice receipt 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 be included in such registration. If the written request for registration contemplates an Underwritten Offeringa Demand Registration, file with the Company shall state such in the written notice Commission and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested cause to be so registered together declared effective a registration statement or other appropriate filing with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) Commission (a “Demand Registration Statement”), which filing shall be compliant with Section 3.04, relating to all shares of Registrable Securities which the Company has been so requested by the Stockholder be registered for Sale; provided, however, that the Company shall not be required to effect more than two (2) within 30 days Demand Registrations; and provided, further, that the Company shall not be required to effect a Demand Registration (i) unless the aggregate number of the Registrable Securities requested to be registered constitute at least 25% of the shares of Common Stock received by the Stockholder pursuant to the Stock and Asset Purchase Agreement or (ii) if necessaryat the time when, because the Company’s independent public accounting firm has not completed its audit or review of the Company’s annual or quarterly financial statements, the Company is not able to cause such file a registration statement that complies with Securities Act (it being understood that the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that delayed until such filing is automatically effective upon filingmade).

Demand Registration. (a) Subject The Shareholders shall each have the right to request on an unlimited number of occasions that the provisions of this Article V, until Company file a Registration Statement with the first date SEC on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing appropriate registration form for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration held (or that would be held upon conversion of any securities into Registrable Shares) by such Shareholder once such Shareholder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Shares) (a “Demand Notice”) by delivering a written request to the Company specifying the number of Registrable Shares such Shareholder wishes to Register and the intended method of distribution thereof (a “Demand Registration” and the Shareholder submitting such Demand Registration, the “Initiating Holder”); provided, however, that . The Company shall (based on i) within 10 Business Days of the then-current market prices) the number receipt of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, deliver give written notice of such request Demand Registration (the “Company Notice”) to all Shareholders other Stockholders. The other Stockholders shall then have three days to notify than the Company in writing of their desire to be included in such registration. If relevant Initiating Holder (the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d“Eligible Holders”), Section 5.05 and Section 5.09, the Company shall (ii) use its reasonable best efforts (i) to file a Registration Statement registering in respect of such Demand Registration within 45 days of receipt of the request, provided that all necessary documents for resale the registration can be obtained and prepared within such number 45-day period; and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall include in such Registration all Registrable Shares that the Eligible Holders request to be included within the 10 Business Days following their receipt of the Company Notice. If the method of distributing the offering is an underwritten public offering, the Company may designate (i) in its sole discretion, the managing underwriter for such offering, subject to there being no reasonable objection from the Shareholders holding a majority of Registrable Shares as requested referred to be so registered together with all or such portion of in the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days Notice and (ii) if necessaryin its reasonable discretion, to cause the underwriters for such Demand Registration Statement to offering, provided that the Shareholders agree that the designation of XP Investments US, LLC and Itaú BBA USA Securities, Inc., or either of them separately, as an underwriter or underwriters, as the case may be, shall at all times be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingreasonable.

Demand Registration. (a) Subject to Section 6.1(b) and the other terms of this Article VI, each 10% Securityholder shall have the right to, in each case, pursuant to Section 6.1(c) or Section 6.1(d), request the Company to effect the registration under and in accordance with the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of the offering of all or part any portion of the Registrable Shares separate from Securities at an S-3 Shelf aggregate proposed price to the public of not less than $10,000,000 beneficially owned by such 10% Securityholder by submitting a written request for such registration and specifying the amount of Registrable Securities proposed to be registered and the intended method (or methods) and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). The Company shall give prompt written notice thereof (a “Demand RegistrationRegistration Notice”); provided) (and in any event within five (5) Business Days from the date of receipt of such Registration Demand) to each of the 2% Securityholders, howevereach of whom shall be entitled to elect to include, that subject to the terms and conditions set forth in this Article VI, Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (based on a “Registration Request”) within fifteen (15) Business Days after the then-current market prices) date of such Demand Registration Notice, specifying the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior Securities that such 2% Securityholder intends to deducting underwriting discounts and commission and offering expenses) dispose of pursuant to such Stockholder of at least the Minimum AmountRegistration Statement. Upon such requestExcept as otherwise provided in this Agreement, the Company shall promptlyprepare and use its reasonable best efforts to file with the SEC, but no later than two within ninety (90) days after such requestthe date of the applicable Registration Demand, deliver notice a Registration Statement with respect to the following (in either case subject to Section 6.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities 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 be Requesting Securityholder included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice Registration Demand and (ii) all Registrable Securities that other Requesting Securityholders elect to include in such event the right of any other Stockholder Registration Statement, pursuant to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided hereinone or more timely submitted Registration Requests. Subject to Section 5.03(d), Section 5.05 and Section 5.09Thereafter, the Company shall use its reasonable best efforts (i) efforts, in accordance with Section 6.6, to file a effect the registration of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of disposition stated in the underlying Registration Demand. The Company may include in such Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all shares of Common Stock or such portion other Company Securities of the Registrable Shares Company as the Company proposes to offer and sell for its own account or the account of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingother Person.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares The Principal Shareholder (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating StockholderRequesting Holder”) in writing may request registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on ) under the then-current market prices) Securities Act covering all or part of its Registrable Securities. Each request must specify the number of Registrable Shares included in Securities for which registration is requested and the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder intended method or methods of at least the Minimum Amountdistribution thereof. Upon receipt of such request, the Company shall promptly, promptly (but no later than two (10) days after such request, following receipt thereof) deliver notice of such request to all other Stockholders. The other Stockholders Holders, who shall then have three fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistration (the Requesting Holder and any Holder that delivers such writing to the Company, the “Selling Holders”). If The Company shall use its reasonable best efforts, after receipt of such written requests, to file with the request for registration contemplates an Underwritten OfferingSEC at the earliest practicable date, but in any event not later than (i) sixty (60) days after the receipt of such notice or (ii) if, as of such sixtieth (60th) day, the Company shall state such does not have audited financial statements required to be included in the written notice and in such event registration statement, thirty (30) days after receipt by the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion Company from its independent public accountants of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d)audited financial statements, Section 5.05 and Section 5.09, the Company shall use its reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested cause to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) declared effective as promptly as practicable, a registration statement (a “Demand Registration Statement”) within 30 days and (ii) if necessaryrelating to all of the Registrable Securities that the Company has been so requested to register for sale, to cause such the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered; provided that the Company shall not be required to file a Demand Registration Statement unless the aggregate offering value of the Registrable Securities requested to be declared effective registered by the SEC as soon as practicable thereafter. If permitted under Selling Holders is at least 5.0% of the Securities Act, such Registration Statement shall be one that is automatically effective upon filingthen outstanding number of Registrable Securities.

Demand Registration. (a) Subject Waterfall shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register under and in accordance with the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part the resale of the number of Registrable Shares separate from an S-3 Shelf Registration Securities Beneficially Owned by the Investor Parties and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptlynot be required to effect a Demand Registration pursuant to this Section 2.2(a) after the Company has effected two (2) Demand Registrations pursuant to this Section 2.2(a); and provided further, but no later that the Investor Parties shall not be entitled to deliver to the Company more than two days after such request(2) Demand Registrations in any 12-month period and, deliver notice in any event, a Demand Notice may only be made if the sale of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire Registrable Securities requested to be included registered by the Investor Parties includes at least 20% of the originally issued shares of the Registrable Securities originally issued to Investor Parties or is reasonably expected to result in such registrationaggregate gross cash proceeds in excess of $1,000,000 (without regard to any underwriting discount or commission). If A Demand Notice shall also specify the request for registration contemplates an Underwritten Offering, expected method or methods of disposition of the Company shall state such in the written notice and in such event the right applicable Registrable Securities. Following receipt of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09a Demand Notice, the Company shall use its reasonable best efforts (i) to file file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement registering for resale such number relating to the offer and sale of the Registrable Shares as Securities requested to be so registered together included therein by the Investor Parties in accordance with all or such portion the methods of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) distribution elected by Waterfall (a “Demand Registration Statement”) within 30 days and (ii) if necessary, shall use its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingAct as promptly as practicable after the filing thereof.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at 3.1. At any time beginning six (6) months following the IPO, the Initiating Holders may request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of that all or part of their Registrable Securities shall be registered for trading on any securities exchange on which the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration wouldCompany’s shares are otherwise traded, if fully sold, yield gross proceeds at all. Within twenty (prior to deducting underwriting discounts and commission and offering expenses20) to such Stockholder days after receipt of at least the Minimum Amount. Upon any such request, the Company shall promptly, but no later than two days after such request, deliver give written notice of such request to the other Holders and shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall effect the registration of all Registrable Securities as to which it has received requests for registration for trading on the securities exchange specified in the request for registration. Notwithstanding any other Stockholders. The other Stockholders shall then have three days to notify provision of this Section 3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of their desire the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first, shares other than Registrable Securities and other than shares to be issued by the Company, on a pro rata basis, second, shares which the Company may wish to register for its own account, and third, to the extent necessary, Registrable Securities (pro rata to the number of such shares sought to be included by each Holder in the offering), provided, however, that the Preferred Holders shall have preference over all other shareholders of the Company (including the Existing Shareholders) to register and to sell up to 80% (eighty percent) of the shares to be registered within such registration and further provided that in any event all Registrable Securities shall be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of prior to any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion shares of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingCompany.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may If at any time request prior to eight (at which time, such requesting Stockholder shall be referred to as 8) years from the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part date of the Registrable Closing, AER shall receive a written request from a Purchaser or Purchasers holding Shares, Conversion Shares, Warrants and Warrant Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of representing at least 25% of the Minimum Amount. Upon such request, Common Stock issuable upon conversion of the Company shall promptly, but no later than two days after such request, deliver notice Shares and exercise 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to Warrants that AER file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted registration statement under the Securities Act, covering the registration of at least $2,000,000 of the Warrant Shares, the Conversion Shares, other shares of Common Stock owned by each Purchaser, and shares of Common Stock owned by Keystone, Inc., Dxxxx X. Xxxxx, Mxxx X. Xxxxxxx or "affiliates" or "associates" thereof, as such Registration Statement terms are defined in the Securities Act (collectively the "Third Party Shareholders") to the extent such shares of Common Stock are not then freely tradable under the Securities Act, AER shall first notify in writing any Purchaser who has not joined in such request of such request. Each such Purchaser and any Third Party Shareholder shall have ten (10) days in which to notify AER of its intention to join in the request to register its shares. Not later than ninety (90) days after receipt by AER of a written request for a demand registration pursuant to this Section 4(a), AER shall file a registration statement with the Commission relating to the shares as to which such request for a demand registration relates (the "Requested Shares") and AER shall use its best efforts to cause the registration statement (which may cover, without limitation, an offering on a delayed or continuous basis open for up to one hundred eighty (180) days pursuant to Commission Rule 415) for the Requested Shares to become effective under the Securities Act. AER shall be one that obligated to effect only three (3) registrations pursuant to this Section 4(a) for all Purchasers and Third Party Shareholders together, and only if the proposed aggregate selling price in any such offering is automatically effective upon filingat least $2,000,000. Any such request shall be subject to the rights of the purchasers of AER Debentures (the "Debenture Subscribers") and Sxxxxx pursuant to the Registration Rights Agreement dated as of November 22, 1995 among AER, the Debenture Subscribers and Sxxxxx.

Demand Registration. (a) Subject From time to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as after 180 days following the “Initiating Stockholder”) completion by the Company of a Public Equity Offering, Holders owning, individually or in writing the aggregate, not less than the Requisite Securities may make a written request for registration for resale under the Securities Act of all or part their Registrable Securities (a "Demand Registration"). Within 120 days of the Registrable Shares separate from an S-3 Shelf Registration (receipt of such written request for a “Demand Registration”); provided, however, that (based on the then-current market prices) Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities. Any such request will specify the number of Registrable Shares Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 days after the receipt thereof. Within 20 days after notice of such registration request by the Company, any Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Demand Company shall include in such Registration would, if fully sold, yield gross proceeds Statement the Registrable Securities of any such Holder requested to be so included (prior the "Included Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to deducting underwriting discounts be sold and commission and offering expensesthe intended method of disposition thereof. Subject to Section 2.1(b) to such Stockholder of at least the Minimum Amount. Upon such requesthereof, the Company shall promptly, but no later than two days after such request, deliver notice be required to register Registrable Securities pursuant to this Section 2.1(a) on a maximum 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 be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided hereinseparate occasions. Subject to Section 5.03(d)2.1(f) hereof, Section 5.05 no other securities of the Company except securities held by any Holder, any Demand Right Holder, and Section 5.09, any Person entitled to exercise "piggy back" registration rights pursuant to contractual commitments of the Company shall use reasonable best efforts (i) to file be included in a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingRegistration.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at At any time commencing six (6) months after the Public Offering, the Selling Shareholders may make a written request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing for registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration Securities owned by the Selling Shareholders (a “"Demand Registration”"); provided, howeverPROVIDED that the Company shall not be obligated to effect (i) any Demand Registration covering less than 160,000 Registrable Shares, that (based on ii) more than one Demand Registration pursuant to the thenprovisions of this Section 2.1 in any twelve-current market pricesmonth period and (iii) more than two Demand Registrations during the term of this Agreement, one of which may be exercised by Xxxxx International Trust LLC and one of which may be exercised by holders of a majority of the Registrable Securities at the time owned by the Selling Shareholders other than Xxxxx (the "Non-Xxxxx Selling Shareholders"). Any request for a Demand Registration will specify the aggregate number of shares of Registrable Shares included in Securities proposed to be sold by the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts Selling Shareholders making the demand and commission and offering expenses) to such Stockholder will also specify the intended method of at least disposition thereof. If the Minimum Amount. Upon such requestdemand by Non-Xxxxx Selling Shareholders is made by less than all of the Non-Xxxxx Selling Shareholders, the Company shall promptly, but no later than two days after such request, deliver give notice promptly of such request demand to all other Stockholdersthose Non-Xxxxx Selling Shareholders that have not participated in such demand. The other Stockholders shall then have three days to If any such Non-Xxxxx Selling Shareholders notify the Company in writing prior to filing of any registration statement pursuant to such demand that they wish to include some or all of their desire to be included Registrable Shares in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration persons shall be conditioned upon considered Demanding Selling Shareholders (as defined herein) with respect to such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingregistration.

Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at At any time after the six (6) month anniversary of an IPO, the holders of a majority of the Registrable Securities then outstanding may request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part any portion of the their Registrable Shares separate from an S-3 Shelf Registration Securities on Form S-11 or any successor form thereto (a “Demand Long-Form Registration”); provided, however, provided that (based on the thenanticipated aggregate price to the public of the Registrable Securities for which registration is requested must be at least $10 million. Each request for a Long-current market prices) Form Registration shall specify the approximate number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior Securities required to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amountbe registered. Upon receipt of such request, the Company shall promptly, promptly (but in no event later than two five (5) days after such request, following receipt thereof) deliver notice of such request to all other Stockholders. The other Stockholders holders of Registrable Securities who shall then have three ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the The Company shall use reasonable best efforts (i) to file file, as soon as practicable, a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all on Form S-11 (or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(asuccessor form) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practicable thereafter. If permitted The Company shall not be required to effect a Long-Form Registration more than one (1) time for the holders of Registrable Securities as a group; provided, that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective, and remains effective for the Securities Actperiod required by this Agreement, and the holders requesting such Registration Statement are able to register at least 75% of the Registrable Securities requested to be included in such Registration Statement; and, provided, further, that the Company shall not be one that required to effect a Long-Form Registration if the Company is, at the time the request for registration is automatically effective upon filingmade or within thirty (30) days thereafter, eligible to effect a Short-Form Registration, as provided in Section 2(b).

Demand Registration. (ai) Subject At any time commencing one (1) year and expiring five (5) years after the effective date of the Company's Registration Statement relating to the Initial Public Offering (the "Effective Date"), the Holders of a majority (as hereinafter defined) of the shares of Common Stock purchased and purchasable upon exercise of the Stock Warrants and the Warrants shall have the right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form F-1 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to comply with the provisions of this Article Vthe Securities Act, until so as to permit a public offering and sale for a period of nine (9) months of the first date on which there are no Registrable Shares shares of Common Stock purchased or purchasable by such Holders and any other Holders of the Stock Warrants and the Warrants upon exercise thereof (the “Registration Termination Date”), each such shares of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be Common Stock being hereinafter referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part "Registrable Securities"). The Holders of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); providedStock Warrants and Warrants may demand registration without exercising the Stock Warrants or Warrants, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior and are never required to deducting underwriting discounts exercise same. The Company covenants and commission and offering expenses) agrees to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, deliver give written notice of such any registration request under this Section 7(a) to all other Stockholders. The other Stockholders shall then have three registered Holders of the Stock Warrants and the Warrants and the Registrable Securities within ten (10) days to notify from the Company in writing date of their desire to be included in the receipt of any such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

Demand Registration. (a) Subject to the provisions conditions of this Article VSection 2.2, until if the first date on which there are no Registrable Shares Company shall receive a written request from a Holder (the “Registration Termination DateInitiating Holder”) that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities owned by such Holder and its Affiliates (or a lesser amount if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), each then, if the Company has received the prior written consent of Univar NV(i) Series C Holders who own at least 60% of the Series C Preferred Stock then outstanding, CD&R Investor and Temasek Investor may (ii) Series D Holders who own at any time request least 51% of the Series D Preferred Stock then outstanding (at which time, but no such requesting Stockholder consent shall be referred required from the Series C Holders for a request made by an Initiating Holder that is a Series D Holder) or (iii) Series E Holders who own at least 51% of the Series E Preferred Stock then outstanding, the Company shall, within fifteen (15) days after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use its commercially reasonable best efforts to effect, as soon as practicable, the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part Registrable Securities that the Initiating Holder requests to be registered and all Registrable Securities owned by any other Holder which notifies the Company in writing, within thirty (30) days after receipt of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, howeverCompany’s notice contemplated by this paragraph, that it intends to participate in the demand registration contemplated herein (based on the then-current market prices) such notification to include the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, 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 Securities sought to be included in and the intended method or methods of distribution for such registration. If the request for registration contemplates an Underwritten OfferingRegistrable Securities), the Company shall state such in the written notice subject to and in such event accordance with the right of any other Stockholder to participate terms, conditions, procedures and limitations contained in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingAgreement.

Demand Registration. (a) Subject to At any time after the provisions earlier of the second ------------------- anniversary date of the date of this Article VAgreement and the date which is six months after the date of the closing of the Company's first underwritten public offering of Common Stock pursuant to a Registration Statement, until a Rights Holder or Rights Holders holding in the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may aggregate at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part least 50% of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); providedmay request, howeverin writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares representing at least 30% of the Registrable Shares owned by such Rights Holder or Rights Holders having a total aggregate offering price of at least $5,000,000 (based on the then-then current market prices) price or fair value and subject to adjustment in the number event of stock splits, stock dividends, reclassifications, recapitalizations, or similar events). If the holders initiating the registration intend to distribute the Registrable Shares included by means of an underwriting, they shall so advise the Company in their request. In the Demand Registration wouldevent such registration is underwritten, if fully sold, yield gross proceeds (prior the right of other Rights Holders to deducting underwriting discounts and commission and offering expenses) to participate shall be conditional on such Stockholder of at least the Minimum AmountRights Holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly, but no later than two days after such request, deliver promptly give written notice of such request proposed registration to all other StockholdersRights Holders. The other Stockholders Such Rights Holders shall then have three days the right, by giving written notice to notify the Company within 30 days after the Company provides its notice, to elect to have included in writing such registration such Registrable Shares as such Rights Holders may request in such notice of their desire election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Rights Holders may not be included in such registration. If the request for offering, then all Rights Holders who have requested registration contemplates an Underwritten Offering, the Company shall state such participate in the written notice and in such event registration pro rata based upon the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as which they have requested to be so registered together with registered. Thereupon, the Company shall, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant has been requested to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingso register.

Demand Registration. (a) Subject to If, on or before June 30, 1997, December ------------------- 31, 1997 or December 31, 1998 (in each case, a "Trigger Date"), the provisions Company has not registered any Common Stock under an Eligible Registration in which the holders of this Article V, until the first date on which there are no Registrable Shares were entitled to include (the “Registration Termination Date”), each whether or not they elected to include and net of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred reductions pursuant to as the “Initiating Stockholder”Section 2(b) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares that may have been included) at least 25%, 50% and 100%, respectively, of their Registrable Shares initially held (which percentages shall be determined on a cumulative basis, giving effect to all prior registrations under Section 2 and all prior registrations under Section 3), then, at any time after the applicable Trigger Date, the Stockholders may request that the Company register the Registrable Shares under the Securities Act for public sale (the "Demand Rights"); provided that (i) at least 37,500 -------- Registerable Shares must be included in any Demand Right, (ii) not more than 157,500 Registerable Shares may be included in any registration statement prepared or filed on or before Xxxxxxxx 00, 0000, (xxx) not more than 240,000 Registerable Shares may be included in any registration statement prepared or filed pursuant to a Demand Right on or before December 31, 1998, (iv) not more than 316,000 Registerable Shares may be included in any registration statement prepared or filed pursuant to a Demand Right after December 31, 1998, (v) not more than three Demand Rights may be requested in the aggregate and (vi) not more than one Demand Registration wouldRight may be exercised in any 9-month period. To request a Demand Right, if fully sold, yield gross proceeds (prior Stockholders wishing to deducting underwriting discounts and commission and offering expenses) to such Stockholder include in a Demand Right a number of Registrable Shares at least equal to the Minimum Amountminimum number of Registrable Shares required to be included therein shall notify the Company of their request for a Demand Right. Upon Within 10 business days of such requestnotice, the Company shall promptly, but no later than two notify the Stockholders that were not part of such Demand Right request that the Company has received a request for a Demand Right. Upon written request of any such Stockholder to the Company (given within five business days after such request, deliver notice receipt of such request notice) to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of include any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s 's Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d)such Demand Right, Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to shall be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filingincluded.

Demand Registration. (a) Request for Registration by Holders of Series A Registrable ----------------------------------------------------------- Securities. At any time and from time to time after March 31, 2000, Holders of ---------- at least two-thirds (2/3) in interest of the Series A Registrable Securities (for this purpose, treating the Series A Preferred Stock as if it had been converted into Common Stock) may make written requests on the Company for the registration of the Series A Registrable Shares having an anticipated aggregate offering price (net of discounts and commissions) of at least $5,000,000 under the Securities Act. Subject to the provisions penultimate sentence of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”Section 2.1(e), each of Univar NV, CD&R Investor and Temasek Investor may at any time request the Company shall have no obligation to file more than two (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”2) in writing registration for resale statements under the Securities Act with respect to such requests; provided, -------- however, that if the Series A Registrable Securities may be registered on Form ------- S-3 (or any successor form with similar "short form" disclosure requirements), the Holders of all Series A Registrable Securities shall have unlimited rights to request registration of their shares on Form S-3 (or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”such successor form); , provided, however, that each such registration of Series A Registrable -------- ------- Securities have an anticipated aggregate offering price (based on net of discounts and commissions) of at least $500,000. Each such request described in the then-current market prices) preceding two sentences shall be hereinafter referred to as a "Series A Demand Registration." Any Series A Demand Registration will specify the number of shares of Series A Registrable Shares included in Securities proposed to be sold and will also specify the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder intended method of at least the Minimum Amountdisposition thereof. Upon such request, the The Company shall promptly, but no later than two days after such request, deliver give written notice of such registration request within ten (10) days after the receipt thereof to all other StockholdersHolders of Series A Registrable Securities and shall use its best efforts to effect the Series A Demand Registration within thirty (30) days after the giving of such written notice. The other Stockholders shall then have three Within 20 days to notify the Company after receipt of such notice by any such Holder, such Holder may request in writing of their desire to that Series A Registrable Securities be included in such registration. If the request for registration contemplates an Underwritten Offering, and the Company shall state such include in the written notice and in registration statement for such event Series A Demand Registration the right Series A Registrable Securities of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as all Holders requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in included. Each such request which have provided notification by such other Holders shall specify the number of shares of Series A Registrable Securities proposed to be sold and the intended method of disposition thereof. Whenever the Company shall effect a Series A Demand Registration pursuant to this Section 5.02(a2.1(a) in connection with an underwritten offering of Series A Registrable Securities, no securities other than the Series A Registrable Securities requested to be included shall be included among the securities covered by such registration unless (a “Demand Registration Statement”i) within 30 days and the managing Underwriter or Underwriters of such offering shall have advised the Holder of Series A Registrable Securities to be covered by such registration in writing that the inclusion of other securities would not adversely affect such offering, in which case, securities to be issued by the Company or securities held by other stockholders of the Company may be included or (ii) if necessary, all Holders of Series A Registrable Securities to cause be covered by such registration shall have consented in writing to the inclusion of securities to be issued by the Company or securities held by other stockholders of the Company. Whenever the Company shall effect a Series A Demand Registration Statement pursuant to this Section 2.1(a) other than in connection with an underwritten offering of Series A Registrable Securities, no securities held by stockholders of the Company other than Holders of Series A Registrable Securities may be covered by such registration unless all Holders of Series A Registrable Securities to be declared effective covered by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement registration shall be one that is automatically effective upon filinghave consented thereto in writing.