Core & Main, Inc.

holders of Partnership Interests, multiplied by an assumed, combined tax rate equal to the maximum rate applicable (including any Medicare Contribution tax on net investment income) to an individual or corporation resident in New York, New York (taking into account, among other things, the deductibility of certain expenses). The Amended and Restated Limited Partnership Agreement also prohibits Holdings and its subsidiaries from incurring new indebtedness or refinancing existing indebtedness without the consent of the Continuing Limited Partners or in a manner that would impose additional restrictions on Holdings’ ability to make tax distributions to the holders of Partnership Interests that are materially more onerous than those existing at the time that the limited partnership agreement of Holdings is amended and restated. In addition, Holdings may make other distributions periodically to the extent permitted by our agreements governing our indebtedness and necessary to enable us to cover our operating expenses and other obligations, including our payment obligations under the Tax Receivable Agreements, as well as to make dividend payments, if any, to the holders of our Class A common stock.

Core & Main is not entitled to compensation for services as general partner of Holdings. However, Core & Main is entitled to reimbursement by Holdings for fees and expenses incurred on behalf of Holdings, including all expenses associated with maintaining our corporate existence.

The Certificate of Incorporation and the Amended and Restated Limited Partnership Agreement require that (i) we at all times maintain a ratio of one Partnership Interest owned by us for each share of Class A common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities), and (ii) Holdings at all times maintains (x) a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of Partnership Interests owned by us, and (y) a one-to-one ratio between the number of shares of Class B common stock owned by Management Feeder (or its permitted assignees) and the number of Partnership Interests owned by Management Feeder (or their permitted assignees). This construct is intended to result in Management Feeder having voting interests in Core & Main that are identical to Management Feeder's percentage economic interests in Holdings. Shares of Class B common stock are not transferable except for (a) transfers to us for no consideration, upon which such shares of Class B common stock will be automatically retired, or (b) the transfer of an identical number of Partnership Interests made to the permitted transferee of such Partnership Interests made in compliance with the Amended and Restated Limited Partnership Agreement.

Indemnification Agreements

We are a party to indemnification agreements with our directors and certain employees. The indemnification agreements provide the directors and applicable employees with contractual rights to indemnification and expense advancement in certain instances.