11,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 19th, 2022 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
Certain stockholders of Core & Main, Inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters” and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), for whom you are acting as representative (the “Representative”), an aggregate of 11,000,000 shares (the “Firm Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). In addition, the Selling Stockholders propose severally, subject to the terms and conditions stated herein, to sell, at the option of the Underwriters, up to 1,650,000 additional shares of the Class A Common Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pu
