REGISTRATION RIGHTS AGREEMENT of CORE & MAIN, INC. Dated as of [•], 2021Registration Rights Agreement • July 6th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and among Core & Main, Inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Waterworks Holdings, L.P., a Cayman Islands exempted limited partnership, CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership, CD&R Fund X Waterworks B1, L.P., a Cayman Islands exempted limited partnership, and CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (in each case together with any successor in interest thereto, the “CD&R Investors”), any Person who executes a Joinder Agreement in the form of Exhibit A hereto and any Person who becomes a party hereto pursuant to Section 9(d). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
STOCKHOLDERS AGREEMENT of CORE & MAIN, INC. Dated as of [•], 2021Stockholders Agreement • July 6th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This STOCKHOLDERS AGREEMENT is entered into as of [•], 2021, by and among Core & Main, Inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Waterworks Holdings, L.P., a Cayman Islands exempted limited partnership, CD&R Fund X Advisor Waterworks B, L.P., a Cayman Islands exempted limited partnership, CD&R Fund X Waterworks B1, L.P., a Cayman IslandsCayman Islands exempted limited partnership, and CD&R Fund X-A Waterworks B, L.P., a Cayman Islands exempted limited partnership (in each case together with any successor in interest thereto, the “CD&R Investors”), and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 6th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
Indemnification Agreement (this “Agreement”), dated as of [•], by and among Core & Main, Inc., a Delaware corporation (“Topco”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and Core & Main LP, a Florida limited partnership (“Opco” and, together with Topco and Holdings, the “Companies”, and each, a “Company”) and [•] (“Indemnitee”).
CD&R Waterworks Board CompensationCore & Main, Inc. • July 6th, 2021 • Wholesale-durable goods, nec
We are pleased that you have agreed to become a member of the Board of Directors (the “Board”) of HD Supply Waterworks, Ltd. (the “Partnership”). This letter sets forth our mutual agreement as to the compensation that you are entitled to be paid in that role.
Executive Common Unit and Profits Unit AgreementUnit and Profits Unit Agreement • July 6th, 2021 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This Executive Common Unit and Profits Unit Agreement, dated as of the date set forth on the page immediately following the signature page hereof, is entered by and among Core & Main Holdings, LP, a Delaware limited partnership (the “Partnership”), Core & Main Management Feeder, LLC, a Delaware limited liability company (“Management LLC”), and the Executive whose name appears on the signature page hereof (the “Executive”), pursuant to, and subject to the terms of, the Core & Main Holdings, LP Equity Incentive Plan. The meaning of each capitalized term may be found in Section 10.
