Repurchase letter agreement, dated July 6, 2023, between Beacon Roofing Supply, Inc. and CD&R Boulder Holdings, L.P

July 6, 2023

CD&R Boulder Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18th Floor

New York, NY 10152

Attn: Nathan K. Sleeper, JL Zrebiec

Fax: (212) 407-5252

Email: nsleeper@cdr-inc.com, jzrebiec@cdr-inc.com

with a copy to (which copy alone shall not constitute notice):

Debevoise & Plimpton LLP

66 Hudson Boulevard

New York, New York 10001

Attention: Paul S. Bird; Uri Herzberg

Email: psbird@debevoise.com; uherzberg@debevoise.com

Re:    Repurchase of Shares of the Series A Cumulative Convertible Participating Preferred

Dear Messrs. Sleeper and Zrebiec:

Reference is hereby made to the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of Beacon Roofing Supply, Inc. (the “Certificate of Designations”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Certificate of Designations.

This letter agreement is being delivered to evidence the agreement between Beacon and the sole holder of the Preferred Stock, CD&R Boulder Holdings, L.P. (“CD&R”), that on a date to be determined by Beacon and specified by Beacon to CD&R at least two Business Days in advance (but no later than August 11, 2023) (the “Repurchase Date”), Beacon will repurchase (the “Repurchase”) all 400,000 issued and outstanding shares of the Preferred Stock (the “Shares”) in exchange for cash in an aggregate amount equal to (i) $804.5 million, plus (ii) the aggregate amount of Accrued Dividends in respect of the Shares as of the Repurchase Date, plus (iii) in the event that any Preferred Dividends are paid in the form of shares of Preferred Stock between the date hereof and the day of the Repurchase, the amount of such Preferred Dividends (the aggregate amount in clauses (i), (ii) and (iii), the “Repurchase Price”). Beacon agrees to pay, on the Repurchase Date, the Repurchase Price by wire transfer of immediately available funds to the account to be provided by CD&R to Beacon in advance of the Repurchase Date.

In connection with the Repurchase, CD&R acknowledges and agrees as follows:

(1)CD&R agrees not to convert any of the Shares into shares of Beacon common stock and not to sell, transfer, assign or otherwise dispose of any of the Shares between the date hereof and the Repurchase Date; and

(2)CD&R acknowledges and agrees that, for so long as Philip Knisely or Nathan Sleeper remains a member of the Beacon Board of Directors and for a period of six (6) months thereafter, the restrictions of Sections 4.13 and 4.14 of the Investment Agreement shall continue to apply to CD&R and Clayton, Dubilier & Rice Fund IX, L.P. in accordance with their terms, and such provisions of the Investment Agreement shall remain in full force and effect during such period.

Please confirm CD&R’s acknowledgement and agreement to the foregoing by countersigning this letter agreement where indicated below.