This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of July 22, 2021, is made by and among Core & Main, Inc., a Delaware corporation (IPOco), Core & Main Holdings, LP, a Delaware limited partnership (Holdings), and the holders of Partnership Interests (as defined herein) and shares of Class B Common Stock (as defined herein) from time to time parties hereto (each, a Holder).
WHEREAS, the parties hereto desire to provide for the exchange of Partnership Interests, together with the transfer to IPOco of a corresponding number of shares of Class B Common Stock, for shares of Class A Common Stock (as defined herein), on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.1. Definitions.
The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
Affiliate means, with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. As used in this definition, the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
Agreement has the meaning set forth in the preamble.
Business Day means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in New York are closed.
Cash Exchange Payment means an amount in cash equal to the product of (x) the number of Partnership Interests exchanged, (y) the then-applicable Exchange Rate, and (z) the price to the public or the private sale price, as applicable, of the Class A Common Stock in a public offering or private sale as forth in Section 2.1 of this Agreement, as applicable, in each case net of any underwriting discounts and commissions.
CD&R Waterworks Holdings means CD&R Waterworks Holdings, LLC, a Delaware limited liability company.
Class A Common Stock means the Class A common stock, par value $0.01 per share, of IPOco.
Class B Common Stock means the Class B common stock, par value $0.01 per share, of IPOco.
Code means the U.S. Internal Revenue Code of 1986, as amended.