Common Contracts

TAX RECEIVABLE AGREEMENT among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP and EACH STOCKHOLDER OF CORE & MAIN, INC. LISTED ON ANNEX A Dated as of July 22, 2021

Tax Receivable Agreement • July 28th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware

• Contract Type
  Tax Receivable Agreement
• Filed
  July 28th, 2021
• Company
  Core & Main, Inc.
• Industry
  Wholesale-durable goods, nec
• Jurisdiction
  Delaware

This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of July 22, 2021 and effective upon the consummation of the Reorganization Transactions (as defined in the Reorganization Agreement (as defined below)) and prior to the IPO Closing (as defined below), is hereby entered into by and among Core & Main, Inc., a Delaware corporation (“Corporate Taxpayer”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), each stockholder of Corporate Taxpayer listed on Annex A (each an “Exchanged Owner”, and, for the avoidance of doubt, such term shall include former Exchanged Owners entitled to current or future payments pursuant to this Agreement), and each of the successors and assigns thereto.

FORM OF TAX RECEIVABLE AGREEMENT among CORE & MAIN, INC., CORE & MAIN HOLDINGS, LP and EACH STOCKHOLDER OF CORE & MAIN, INC. LISTED ON ANNEX A Dated as of

Tax Receivable Agreement • July 9th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware

• Contract Type
  Tax Receivable Agreement
• Filed
  July 9th, 2021
• Company
  Core & Main, Inc.
• Industry
  Wholesale-durable goods, nec
• Jurisdiction
  Delaware

This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of [•]and effective upon the consummation of the Reorganization Transactions (as defined in the Reorganization Agreement (as defined below)) and prior to the IPO Closing (as defined below), is hereby entered into by and among Core & Main, Inc., a Delaware corporation (“Corporate Taxpayer”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), each stockholder of Corporate Taxpayer listed on Annex A (each an “Exchanged Owner”, and, for the avoidance of doubt, such term shall include former Exchanged Owners entitled to current or future payments pursuant to this Agreement), and each of the successors and assigns thereto.