FORM OF INDEMNIFICATION AGREEMENT
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).
WHEREAS, qualified persons are reluctant to serve companies as managers, directors, officers or otherwise unless they are provided with comprehensive indemnification and insurance against claims arising out of their service to and activities on behalf of the companies; and
WHEREAS, the Companies have determined that attracting and retaining such persons is in the best interests of the Companies and their owners and that it is reasonable, prudent and necessary for the Companies to indemnify such persons to the fullest extent permitted by applicable law and to provide reasonable assurance regarding insurance;
NOW, THEREFORE, the Companies and Indemnitee hereby agree as follows:
1. Defined Terms; Construction.
(a) Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
Corporate Status means the status of a person who is or was a member of the Governing Body (or of any committee, sub-committee or special committee thereof), officer, employee or agent of any of the Companies or any of their subsidiaries, or of any predecessor thereof, or is or was serving at the request of any of the Companies as a member of the Governing Body (or of any committee, sub-committee or special committee thereof), officer, employee or agent of another entity, or of any predecessor thereof, including service with respect to an employee benefit plan.
Determination means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a Favorable Determination) or (y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an Adverse Determination). An Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct.
DGCL means the General Corporation Law of the State of Delaware, as amended from time to time.
Expenses means all attorneys fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees and expenses of experts, witnesses and public relations consultants, bonds, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a Proceeding.