You have advised Citigroup Global Markets Inc. (“CGMI”) on behalf of Citi (as defined below), Goldman Sachs Bank USA (“GS Bank”), Morgan Stanley Senior Funding, Inc. (together with its designated affiliates, “Morgan Stanley”), Crédit Agricole Corporate and Investment Bank (“CA-CIB”), Wells Fargo Bank National Association (“Wells Fargo”) and Mizuho Bank, Ltd. (“Mizuho” and, together with CGMI, GS Bank, Morgan Stanley, CA-CIB and Wells Fargo, each a “Bank” and collectively, the “Banks”) that Queen TopCo, LLC, a Delaware limited liability company (“TopCo” or “you”) and a direct or indirect subsidiary of QXO, Inc., a Delaware corporation (“Parent”), intends to (i) acquire, directly or indirectly, Beacon Roofing Supply, Inc., a Delaware corporation (the “Target”), and (ii) consummate the other transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). “Citi” means CGMI, Citibank, N.A., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated hereby.

You have further advised us that, in connection therewith, the Borrowers (as defined in the Transaction Description) will obtain the ABL Facility (as defined in the Transaction Description), subject solely to the conditions set forth in Section 6 of this Commitment Letter, in the Term Sheet (as defined below) under the paragraph titled “Conditions Precedent to Closing” and in Exhibit C hereto.

Capitalized terms used but not defined herein have the meaning assigned to such terms in the Transaction Description or the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”).

1. Commitments.

In connection with the foregoing, (a) CGMI is pleased to advise you of its several, but not joint, commitment to provide 20% of the principal amount of the ABL Facility, (b) GS Bank is pleased to advise you of its several, but not joint, commitment to provide 21% of the principal amount of the ABL Facility, (c) Morgan Stanley is pleased to advise you of its several, but not joint, commitment to provide 21% of the principal amount of the ABL Facility, (d) CA-CIB is pleased to advise you of its several, but not joint, commitment to provide 15% of the principal amount of the ABL Facility, (e) Wells Fargo is pleased to advise you of its several, but not joint, commitment to provide 15% of the principal amount of the ABL Facility and (f) Mizuho is pleased to advise you of its several, but not joint, commitment to provide 8% of the principal amount of the ABL Facility in each case, upon the terms and subject solely to the conditions set forth in this commitment letter (including the Term Sheet and other attachments hereto, this “Commitment Letter”).

You shall have the right, at any time until 15 business days after the date this Commitment Letter and the Fee Letter referred to below are executed and delivered by you, to obtain commitments from additional banks, financial institutions and other entities (the “Additional Initial Lenders” and, together with the Banks, each, an “Initial Lender” and, collectively, the “Initial Lenders”) to assume the rights and obligations of the Banks hereunder in respect of up to 10% of the commitments under the ABL Facility; provided (x) that the Additional Initial Lenders and the assignment and assumption documentation entered into in connection therewith (which shall be customary joinder documentation and may be in the form of an amendment and restatement of this Commitment Letter and the Fee Letter) shall be reasonably acceptable to you and the “left” Lead Arranger (as defined below) and (y) no Additional Initial Lender shall receive greater economics in respect of the ABL Facility than that received by any Initial Lender party hereto on the date hereof (except as otherwise agreed by such Initial Lender). Each Bank’s commitments (and any commitment held by any and all lenders to which any Bank assigns a portion of its commitments in accordance with the terms hereof prior to the execution of such documentation other than to Additional Initial Lenders) shall be reduced pro rata by the aggregate amount of commitments held by the Additional Initial Lenders upon the execution by such Additional Initial Lenders of such documentation.

2. Titles and Roles.

It is agreed that (a) each of CGMI, GS Bank, Morgan Stanley, CA-CIB, Wells Fargo and Mizuho will act as a joint bookrunner and a joint lead arranger (together with any additional lead arrangers appointed by the Lead Borrower (as defined in the Transaction Description), each, in such capacity, a “Lead Arranger” and, collectively, the “Lead Arrangers”) for the ABL Facility and (b) CGMI will act as sole administrative agent and collateral agent for the ABL Facility, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. You may appoint additional co-agents, co-managers, syndication agents and one or more joint bookrunners and joint lead arrangers reasonably acceptable to the Banks (the “Additional Arrangers” and, together with the Banks, each, an “Arranger” and collectively, the “Arrangers” and, together with the Initial Lenders and their respective affiliates, the “Financial Institutions”, “we” or “us”). We, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by us in such roles. You agree that CGMI will have “left” placement in any and all marketing materials or other documentation used in connection with the ABL Facility and the role and responsibilities customarily associated with such placement. You and we further agree that no other titles will be awarded and no compensation will be paid in connection with any such titles (other than those expressly contemplated by this Commitment Letter and the Fee Letter referred to below) in connection with the ABL Facility unless you and we shall so agree.

3. Syndication.

Subject to Section 9 of this Commitment Letter, we reserve the right, prior to and/or after the execution of definitive documentation for the ABL Facility (which will initially be drafted by your counsel), to syndicate all or a portion of the Initial Lenders’ commitments with respect to the ABL Facility to a group of banks, financial institutions and other institutional lenders (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you and subject to your consent (such consent not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary contained herein, any resales or assignments of loans or commitments under the ABL Facility by any Lender (including the Initial Lenders) on or following the date of the consummation of the Transactions and the closing of the ABL Facility (such date, the “Closing Date”) shall be governed by the provisions of the ABL Facility as set forth in the Term Sheet. Each Lender further agrees not to syndicate any of the commitments with respect to the ABL Facility to certain financial institutions and other entities that have been specified by you in writing on or prior to the date hereof or competitors of you and your affiliates and the Target and its subsidiaries specified by you in writing on or prior to the date hereof (the “Original Disqualified Lenders”) (the list of which may be updated from time to time by you in writing (i) after the date hereof and prior to the syndication of the ABL Facility and/or (ii) after the Closing Date; provided that any such update, other than with respect to any affiliates of any Original Disqualified Lenders, additional bona fide competitors of you and your affiliates and the Target and its subsidiaries and any affiliates of such bona fide competitors that are identified from time to time in writing by you or the Lead Borrower, shall require the consent of the “left” Lead Arranger (such consent not to be unreasonably withheld, conditioned or delayed)) (collectively, the “Disqualified Lenders”); provided further that, for the avoidance of doubt, any such additional designation shall not apply retroactively to any prior assignment or participation made to any Lender

that was permitted hereunder at the time of such assignment or participation. We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to actively assist us in completing a syndication that is reasonably satisfactory to us and you until the Closing Date. During such period, such assistance shall include (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit from your existing lending and investment banking relationships and, to the extent that a Merger Agreement (as defined in the Transaction Description) is entered into prior to the consummation of the Transactions, subject always to the extent expressly provided in such Merger Agreement, the existing lending and investment banking relationships of the Target and its subsidiaries, (b) direct contact between appropriate members of senior management, certain representatives and certain non-legal advisors of you (and, to the extent that a Merger Agreement is entered into prior to the consummation of the Transactions, subject always to the extent expressly provided in such Merger Agreement, your using commercially reasonable efforts to cause direct contact between appropriate members of senior management, certain representatives and certain non-legal advisors of the Target and its subsidiaries) and the proposed Lenders, in all such cases at times mutually agreed upon, (c) assistance by you (and, to the extent that a Merger Agreement is entered into prior to the consummation of the Transactions, subject always to the extent expressly provided in such Merger Agreement, your using commercially reasonable efforts to cause the assistance by the Target and its subsidiaries) in the preparation of a customary confidential information memorandum (“Confidential Information Memorandum”) and other customary marketing materials to be used in connection with the syndication of the ABL Facility, (d) the hosting, with the Arrangers, of up to three meetings or conference calls with prospective Lenders at times and locations mutually agreed upon, (e) your using commercially reasonable efforts to deliver customary evidence of the Refinancing (as defined on Exhibit A) on or prior to the Closing Date (which may include, for the avoidance of doubt, customary payoff letters) and (f) to the extent that a Merger Agreement is entered into prior to the consummation of the Transactions, subject always to the extent expressly provided in such Merger Agreement, your using commercially reasonable efforts to cause the assistance by the Target and its subsidiaries to provide access and otherwise permit the Lead Arrangers and their respective representatives to complete customary field examinations and appraisals relating to the receivables and inventory of the Target and its subsidiaries constituting a part of the borrowing base for the ABL Facility. Without limiting your obligations to assist with syndication efforts as set forth above, none of (x) the commencement, conduct or completion of such syndication or any marketing period, or the receipt of any financial statements or (y) compliance with any of clauses (a) through (f) above, compliance with this Section 3 or the other provisions of this Commitment Letter (in each case, other than the conditions expressly set forth in Section 6 of this Commitment Letter) or compliance with the Fee Letter is a condition to the commitments or the closing of the ABL Facility on the Closing Date.

You agree, at the request of the Lead Arrangers, to assist us in the preparation of a version of the Confidential Information Memorandum and other customary marketing materials to be used in connection with the syndication of the ABL Facility, consisting exclusively of information that is either (i) publicly available (or, in the case of a company that is not a public reporting company, information of a type that would reasonably be expected to be publicly available if such company were a public reporting company) or (ii) not material with respect to Holdings (as defined in the Transaction Description), the Lead Borrower, the Target and their respective subsidiaries, taken as a whole, or any of their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. It is understood that, in connection with your assistance described above, customary authorization letters, consistent with the terms of this Commitment Letter, will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders containing a representation substantially consistent with the first sentence of Section 4 of this Commitment Letter and a representation by you to the Financial Institutions that the Public Lender Information does not include material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) about Holdings, the Lead Borrower, the Target and their respective subsidiaries, taken as a whole, or their respective securities and exculpating you, Holdings, the Investors, the Target and us with respect to any liability related to the use of the contents of such Public Lender Information or any other related marketing materials by the recipients thereof. You acknowledge and agree that, subject to the confidentiality and other provisions of Section 12 of this Commitment Letter, the following documents may be distributed to potential Lenders wishing to receive only Public Lender Information (unless you or your counsel

promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) term sheets and drafts that are not marked confidential and final definitive documentation with respect to the ABL Facility; provided that, for the avoidance of doubt, no such term sheets or drafts may be distributed to any potential Lenders unless approved by you (such approval not to be unreasonably withheld or delayed); (b) administrative materials prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) notification of changes in the previously disclosed terms of the ABL Facility. You also agree to use commercially reasonable efforts to identify that portion of any other Information (as defined below) or Projections (as defined below) (collectively, the “Borrower Materials”) to be distributed to “public side” lenders (i.e., lenders that do not wish to receive material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) with respect to Holdings, the Lead Borrower, the Target and their respective subsidiaries, taken as a whole, or any of their respective securities), including by clearly and conspicuously marking such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC”, you shall be deemed to have authorized the Arrangers and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) with respect to Holdings, the Lead Borrower, the Target and their respective subsidiaries, taken as a whole, or any of their respective securities for purposes of United States Federal and state securities laws (it being understood that you shall not be under any obligation to mark the Borrower Materials “PUBLIC”). You hereby acknowledge and agree that any Borrower Materials that are not marked “PUBLIC” shall be treated as Private Lender Information by the Arrangers. For the avoidance of doubt, in connection with the foregoing requirements to provide assistance, you will not be required to provide any trade secrets or information to the extent that the provision thereof would violate any law, rule or regulation, contractual obligation, fiduciary duty or any obligation of confidentiality owing to a third party and binding on you, the Target or your or its respective affiliates, or waive any attorney-client privilege of you, Parent, the Target or your or their respective affiliates; provided that no such obligations of confidentiality shall be entered into in contemplation of this sentence with an intent to evade this paragraph and in the event you do not provide information in reliance on this sentence, if permitted you shall provide notice to us that such information is being withheld and you shall use your commercially reasonable efforts to obtain the relevant consents and to communicate, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation and to the extent such communication would not risk waiver of privilege, the applicable information.

The Lead Arrangers will manage all aspects of any syndication in consultation with you, including (in each case subject to the provisions set forth in this Commitment Letter and the Fee Letter) decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees among the Lenders. To assist the Arrangers in their syndication efforts, you agree promptly to prepare and provide (and, to the extent that a Merger Agreement is entered into prior to the consummation of the Transactions, subject always to the extent provided in such Merger Agreement, to use commercially reasonable efforts to cause the Target and its subsidiaries to provide) to the Lead Arrangers all customary information reasonably requested by the Lead Arrangers that is reasonably available to you with respect to Holdings, the Lead Borrower, the Target and their respective subsidiaries and the Transactions (as defined in the Transaction Description), including customary financial information and projections (such projections, the “Projections”), as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the ABL Facility. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Arrangers as a condition precedent to closing shall be those required to be delivered pursuant to Exhibit C hereof.

You hereby agree that, prior to the Closing Date, (i) there shall be no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of you or the Lead Borrower, and (ii) solely to the extent that a Merger Agreement is entered into prior to the consummation of the Transactions, subject always to the extent expressly provided in such Merger Agreement, you will use commercially reasonable efforts to ensure that there are no competing issues, offerings or placements of debt

securities or commercial bank or other credit facilities by or on behalf of the Target or its subsidiaries, being offered, placed or arranged (in each case, other than the ABL Facility, the Term Facility (as defined in the Transaction Description), the Senior Secured Bridge Facility (as defined in the Transaction Description), the Senior Secured Notes (as defined in the Transaction Description) (and/or the Senior Secured Securities (as defined in the fee letter related to the Term Loan/Bridge Commitment Letter (as defined in the Transaction Description) (the “Term Loan/Bridge Fee Letter”))) and/or the Senior Unsecured Bridge Facility (as defined in the Transaction Description), the Senior Unsecured Notes (as defined in the Transaction Description) (and/or the Senior Unsecured Securities (as defined in the Term Loan/Bridge Fee Letter)), any indebtedness of the Target and its subsidiaries permitted to be incurred or remain outstanding pursuant to such Merger Agreement and/or capital leases, purchase money indebtedness, equipment financings, letters of credit, surety bonds, indemnitees, guarantees and other indebtedness incurred in the ordinary course of business of the Target and its subsidiaries), in each case, without the consent of the “left” Lead Arranger, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication of the ABL Facility.

4. Information.

You hereby represent that (with respect to information relating to the Target and its subsidiaries, to the best of your knowledge) (a) all written factual information (other than the Projections, third-party reports and/or memoranda, forward looking information and information of a general economic or industry specific nature) (the “Information”) that has been or will be made available to us by you, the Target or any of your or their representatives on your behalf in connection with the transactions contemplated hereby, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates provided thereto) and (b) the Projections and other forward looking information that have been or will be made available to us by you, the Target or any of your or their respective representatives on your behalf in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time made and at the time such Projections are made available to us; it being understood by the Lenders that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, such differences may be material, and that no assurance can be given that the projected results will be realized. You agree that, if at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect (to the best of your knowledge with respect to Information and Projections and any forward looking information relating to the Target and its subsidiaries) in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the Projections so that such representations will be correct (to the best of your knowledge with respect to Information and Projections and any forward looking information relating to the Target and its subsidiaries) in all material respects under those circumstances, it being understood that such supplementation shall cure any breach of such representations and warranties; provided that the obligations to supplement the Information and Projections under this sentence shall not in any event terminate prior to the Closing Date. In arranging and syndicating the ABL Facility, the Arrangers, and, in committing to provide the ABL Facility, the Initial Lenders, will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof.

5. Fees.

As consideration for the Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, you agree to pay (or to cause the Lead Borrower to pay) to us the fees set forth in the fee letter dated the date hereof and delivered herewith with respect to the ABL Facility (the “Fee Letter”) on the terms and subject to the conditions set forth therein. Once paid, such fees shall not be refundable under any circumstances except as agreed to between you and us.

6. Conditions Precedent.

The Initial Lenders’ obligations to fund and make effective their respective commitments hereunder, and our agreements to perform the services described herein, are subject solely to (a) the execution and delivery by the

Lead Borrower (and Holdings, as applicable) of the definitive documentation with respect to the ABL Facility on the terms set forth in the Term Sheet, consistent with the Documentation Precedent (as defined in the Fee Letter), and (b) the satisfaction (or waiver by the Initial Lenders) in all material respects of the conditions set forth in the Term Sheet under the paragraph titled “Conditions Precedent to Closing” and Exhibit C hereto, and upon satisfaction (or waiver by the Initial Lenders) of such conditions, the closing and initial funding of the ABL Facility shall occur. There are no conditions (implied or otherwise) to the commitments hereunder with respect to the ABL Facility, and there will be no conditions (implied or otherwise) under the applicable definitive documentation of the ABL Facility on the Closing Date, including compliance with the terms of this Commitment Letter, the Fee Letter, the definitive documentation with respect to the ABL Facility or any other agreement, other than the conditions expressly referred to in the previous sentence with respect to the ABL Facility. The provisions of this Section 6, together with the last paragraph of Exhibit C, are referred to as the “Certain Funds Provision”.

7. Indemnification; Expenses.

You agree (a) to indemnify and hold harmless each Financial Institution and its affiliates, and the respective officers, directors, employees, agents, controlling persons, members and representatives of each of the foregoing and their respective successors and assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Transactions, the ABL Facility, the use or intended use of the proceeds of the ABL Facility or any related transaction or any actual or threatened claim, actions, suits, inquiries, litigation, investigation or proceeding (any such claim, actions, suits, inquiries, litigation, investigation or proceeding, a “Proceeding”) relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by you, your or the Target’s equity holders, creditors or any other third party or by Holdings, the Lead Borrower, the Target or any of their respective subsidiaries or affiliates), and to reimburse each such Indemnified Person promptly upon demand for any reasonable documented out-of-pocket legal expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all Indemnified Persons, taken as a whole (and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel with your prior consent (not to be unreasonably withheld or delayed), of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)) and other reasonable documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing or in connection with the enforcement of any provision of this Commitment Letter or the Fee Letter; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to (A) losses, claims, damages, liabilities or related expenses (i) to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s controlled or controlling affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or representatives (collectively, such Indemnified Person’s “Related Persons”) (provided that each reference to “representatives” pertains solely to such representatives involved in the negotiation of this Commitment Letter or syndication of the ABL Facility), (ii) arising out of a material breach by such Indemnified Person (or any of such Indemnified Person’s Related Persons) of its obligations under this Commitment Letter (as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (iii) arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Financial Institution in its capacity or in fulfilling its role as an administrative agent, or other agent or Arranger under the ABL Facility), (B) any settlement entered into by such Indemnified Person (or any of such Indemnified Person’s Related Persons) without your written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, however, that the foregoing indemnity will apply to any such settlement in the event that you were offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense, or (C) any expenses of the type referred to in clause (b) of this sentence except to the extent such expenses would otherwise be of the type referred to in clause (a), and (b) in the event the Closing Date occurs, to reimburse the Financial Institutions from time to time, upon presentation of a reasonably detailed summary statement, for all

reasonable documented out-of-pocket expenses (including but not limited to expenses of our due diligence investigation, fees of consultants hired with your prior written consent (such consent not to be unreasonably withheld or delayed), expenses related to applicable collateral audits and/or appraisals, syndication expenses, travel expenses and fees, disbursements and other charges of counsel identified in the Term Sheet and of a single firm of local counsel to the Arrangers in each appropriate jurisdiction retained with your prior written consent (such consent not to be unreasonably withheld or delayed) (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel with your prior written consent (not to be unreasonably withheld or delayed), of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)), in each case, incurred in connection with the ABL Facility and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the definitive documentation for the ABL Facility and any ancillary documents or security arrangements in connection therewith. It is further agreed that the Financial Institutions shall have no liability to any person other than you, and you shall have no liability to any person other than the Financial Institutions and the Indemnified Persons in connection with this Commitment Letter, the Fee Letter, the ABL Facility or the transactions contemplated hereby or thereby. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems except to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Persons. None of the Indemnified Persons or (except solely as a result of your indemnification obligations set forth above to the extent an Indemnified Person is found so liable) you or any of your or its respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee Letter, the ABL Facility or the transactions contemplated hereby or thereby. The provisions of this Section 7 shall be superseded in each case by the applicable provisions contained in the definitive documentation for the ABL Facility, to the extent covered thereby, upon execution thereof and thereafter shall have no further force and effect. You shall not, without the prior written consent of each applicable Indemnified Person (which consent, except with respect to a settlement including a statement of the type referred to in clause (b) below, shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Proceedings, (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person and (c) includes customary confidentiality and non-disparagement agreements.

8. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

You acknowledge that we may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from you, Parent, the Target or any of your or their representatives by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or Parent to other companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

You further acknowledge and agree that (a) each Financial Institution will act as an independent contractor and no fiduciary, advisory or agency relationship between you and us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether we have advised or are advising you on other matters, (b) each Financial Institution is acting solely as a principal and not as an agent of yours hereunder and the Financial Institutions, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of us, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that we are engaged in a broad range of transactions that may involve interests that differ from your interests and that we do not have any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) you waive, to the fullest extent permitted by law, any

claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we shall not have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You further acknowledge that each Financial Institution or its affiliates is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, we or our affiliates may provide investment banking and other financial services to, and/or we or our affiliates may acquire, hold or sell, for our own or our affiliates’ accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Lead Borrower, the Target and its subsidiaries and other companies with which you, the Lead Borrower or the Target or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by us or our affiliates, or any of our or our affiliates’ customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

In addition, please note that certain of the Lead Arrangers and/or their affiliates have been retained by either the Target or an Investor as a financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of each Financial Advisor and/or its affiliates, on the one hand, and, on the other hand, our and our affiliates’ relationships with you described and referred to herein. You acknowledge that, in such capacity, each Financial Advisor may advise each of the Target or an Investor in other manners adverse to the interests of the parties hereto. Each of the Financial Institutions hereto acknowledges (i) the retention of such entities as a Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Financial Institution on the part of such entities or their affiliates.

9. Assignments; Amendments; Governing Law, Etc..

This Commitment Letter shall not be assignable by any party hereto (other than (x) by you to the Lead Borrower or one or more of your domestic affiliates formed for the purpose of consummating the Transactions, in any case that will, after giving effect to the Transactions, (i) own (directly or indirectly) the Target or be a successor to the Target and (ii) be controlled by Parent, without the prior written consent of each other party hereto (not to be unreasonably withheld) and (y) that GS Bank may assign its commitments and agreements under this Commitment Letter, in whole or in part, to Goldman Sachs Lending Partners LLC (“GSLP”) (and vice-versa), and any such assignment will relieve GS Bank or GSLP, as applicable, of its obligations set forth herein that are so assigned) and any attempted assignment without such consent shall be null and void, is intended to be solely for the benefit of the parties hereto (and Indemnified Persons to the extent expressly provided for herein), and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly provided for herein); provided that each Initial Lender may assign its commitments hereunder (subject to the provisions set forth in this Commitment Letter) to one or more prospective Lenders, provided, further, that, notwithstanding any other provision of this Commitment Letter to the contrary (other than in connection with any assignments to Additional Initial Lenders and upon the joinder of such Additional Initial Lenders as set forth above): (a) notwithstanding any syndication, assignment or other transfer by any Initial Lender, such Initial Lender shall only be released from the portion of its commitment hereunder so assigned to the extent such assignee provides the portion of the commitment assigned to it on the Closing Date on the terms and conditions to closing set forth herein, (b) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to provide its applicable percentage of commitments in respect of the ABL Facility on the Closing Date) in connection with any syndication, assignment or other transfer until after the closing of the ABL Facility on the Closing Date, (c) no such syndication, assignment or other transfer shall become effective with respect to any portion of the Initial Lenders’ commitments in respect of the ABL Facility until the closing of the ABL Facility on the Closing Date and (d) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the ABL Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. Any and all obligations of, and services to be provided by, each of us hereunder (including, without limitation, our commitments as an Initial Lender) may be performed and any and all of our rights

hereunder may be exercised by or through any of our respective affiliates or branches and, in connection with such performance or exercise, we may, subject to Section 12, exchange with such affiliate or branches information concerning you and your affiliates that may be the subject of the transactions contemplated hereby and, to the extent so employed, such affiliates and branches shall be entitled to the benefits afforded to us hereunder and be subject to the obligations undertaken by us hereunder.

This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by us and you.

This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. The words “execution,” “signed,” “signature” and words of like import in this Commitment Letter relating to the execution and delivery of this Commitment Letter shall be deemed to include electronic signatures, which shall be of the same legal effect, validity or enforceability as a manually executed signature to the extent and as provided in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

You acknowledge that information and documents relating to the ABL Facility may be transmitted through Syndtrak, Intralinks, Debtdomain, the internet, e-mail or similar electronic transmission systems, and that no Indemnified Person or any of its Related Persons shall be liable for any damages arising from the use by others of information or documents transmitted in such manner except to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Persons. We may, in consultation with you, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as we may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise describing the names of the Lead Borrower and its affiliates (or any of them), and the amount, type and closing date of such Transactions, all at the expense of the applicable Financial Institution. This Commitment Letter and the Fee Letter supersede all prior understandings, whether written or oral, between us with respect to the ABL Facility. THIS COMMITMENT LETTER, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY TO THIS COMMITMENT LETTER, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW; provided, however, that (A) to the extent that the Acquisition is consummated pursuant to a Merger Agreement, the determination of the accuracy of any Target Representations (as defined in Exhibit C) and whether as a result of any inaccuracy thereof you (or your affiliate) have a right (taking into account applicable cure provisions) to terminate your (and/or its) obligations under such Merger Agreement (in accordance with the terms thereof) as a result of a breach of such representations and (B) the determination of whether the Acquisition has been consummated shall, in each case, be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

10. Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such action or proceeding shall be brought, heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the

transactions contemplated hereby or thereby in any such New York State or Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, and (d) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us at the respective addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

11. Waiver of Jury Trial.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

12. Confidentiality.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance or, prior to your acceptance hereof, this Commitment Letter and its terms or substance, shall be disclosed, directly or indirectly, by you to any other person except (a) to the Investors, prospective Investors and to your and their respective officers, directors, employees, attorneys, agents, accountants, advisors, controlling persons, equity holders and prospective equity holders who are directly involved in the consideration of this matter on a confidential basis or (b) pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities (in which case you agree to inform us promptly thereof to the extent permitted by law); provided that (x) you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter or the contents thereof other than pursuant to clause (i) below and only if redacted in a manner reasonably satisfactory to the “left” Lead Arranger) (i) to the Target and its subsidiaries and their respective officers, directors, employees, attorneys, agents, accountants, advisors, controlling persons, creditors and equity holders who are directly involved in the consideration of this matter, in each case on a confidential basis; provided that, for the avoidance of doubt, you, the Target and any parent company of you or the Target may disclose this Commitment Letter and the contents hereof in connection with any required filings with the Securities and Exchange Commission or any equivalent regulatory authority in applicable foreign jurisdictions or to any other governmental or regulatory authority having jurisdiction over the Target (but not the Fee Letter or the contents thereof), (ii) in any syndication or other marketing materials, prospectus or other offering memorandum, or any public or regulatory filing in each case relating to the Transactions, the ABL Facility, the Term Facility, the Senior Secured Bridge Facility, the Senior Secured Notes (and/or the Senior Secured Securities), and/or the Senior Unsecured Bridge Facility, the Senior Unsecured Notes (and/or the Senior Unsecured Securities), (iii) to any rating agencies, (iv) to potential debt providers in coordination with us to obtain commitments to the ABL Facility, the Term Facility, the Senior Secured Bridge Facility, the Senior Secured Notes (and/or the Senior Secured Securities) and/or the Senior Unsecured Bridge Facility, the Senior Unsecured Notes (and/or the Senior Unsecured Securities) from such potential debt providers and (v) to the extent such information becomes publicly available other than by reason of improper disclosure by you or your Related Persons in violation of any confidentiality obligations hereunder, (y) you may disclose the aggregate amounts contained in the Fee Letter as part of the Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the ABL Facility, the Term Facility, the Senior Secured Bridge Facility, the Senior Secured Notes (and/or the Senior Secured Securities) and/or the Senior Unsecured Bridge Facility, the Senior Unsecured Notes (and/or the Senior Unsecured Securities) or to the extent customary or required in any public or regulatory filing relating to the ABL Facility, the Term Facility, the Senior Secured Bridge Facility, the Senior Secured Notes (and/or the Senior Secured Securities) and/or the Senior Unsecured Bridge Facility, the Senior Unsecured Notes (and/or the Senior Unsecured Securities) or the Transactions and (z) after your acceptance hereof, you may disclose the Commitment Letter and the Fee Letter and the contents thereof to prospective Additional Initial Lenders who have agreed to be bound by confidentiality restrictions with respect thereto on substantially the terms set forth in the next paragraph; provided, further, that the foregoing restrictions shall cease to apply (except in respect of the Fee Letter and the contents thereof) after the Closing Date.

We shall use all non-public information received by or on behalf of us and our affiliates in connection with this Commitment Letter and the transactions contemplated hereby solely for the purposes of negotiating, evaluating and consulting on the transactions contemplated hereby and providing the services that are the subject of this Commitment Letter and shall treat confidentially, together with the terms and substance of this Commitment Letter and the Fee Letter, all such information; provided, however, that nothing herein shall prevent us from disclosing any such information (a) to rating agencies, (b) to any Lenders, participants or hedging counterparties or prospective Lenders, participants or hedging counterparties who have agreed to be bound by confidentiality and use restrictions in accordance with the proviso to this sentence, (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case we shall promptly notify you, in advance, to the extent permitted by law), (d) upon the request or demand of any regulatory or self-regulatory authority having or asserting jurisdiction over us or our respective affiliates (in which case, except with respect to any audit or examination conducted by bank accountants or any governmental, regulatory, or self-regulatory authority exercising examination or regulatory authority, we shall promptly notify you, in advance, to the extent reasonably practical and permitted by law), (e) to our affiliates and to our and our affiliates’ respective officers, directors, employees, controlling persons, legal counsel, independent auditors, professionals and other experts or agents (collectively, “Representatives”) who need to know such information and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential (and each of us shall be responsible for our respective Representatives’ compliance with this paragraph), (f) to any of our respective affiliates and their Representatives (provided that any such affiliate or Representative is advised of its obligation to retain such information as confidential, and each of us shall be responsible for our respective affiliates’ and their Representatives’ compliance with this paragraph) to be utilized solely in connection with rendering services or providing commitments to you or the Borrowers in connection with the Transactions, (g) to the extent any such information becomes publicly available other than by reason of disclosure by us, our respective affiliates or any of our respective Representatives in breach of this Commitment Letter, (h) to the extent that such information is received by us from a third party that is not, to our knowledge, subject to confidentiality obligations owing to you, Parent, the Target or any of your or their respective affiliates or related parties, (i) to the extent that such information is independently developed by us, (j) for purposes of establishing a “due diligence” defense (in which case we shall promptly notify you, in advance, to the extent permitted by law), (k) to the extent that such information was already in our possession prior to any duty or other undertaking of confidentiality entered into in connection with the Transactions or (l) to market data collectors, similar services providers to the lending industry and service providers to the Lead Arrangers and the Lenders in connection with the administration and management of the ABL Facility; provided that the disclosure of any such information to any Lenders, prospective Lenders, participants, prospective participants, hedging counterparties or prospective hedging counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Lender, prospective Lender, participant, prospective participant, hedging counterparty or prospective hedging counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or customary market standards for dissemination of such type of information which shall in any event require “click through” or other affirmative actions on the part of the recipient to access such information; provided, further, that no disclosure of any information may be made to any Disqualified Lender (it being understood that this provision shall not have retroactive application with respect to previously disclosed information). The provisions of this paragraph shall automatically terminate and be superseded by the confidentiality provisions to the extent covered in the definitive documentation for the ABL Facility upon the closing thereof and shall in any event automatically terminate two years following the date of this Commitment Letter. Please note that we and our affiliates do not provide tax, accounting or legal advice. Notwithstanding any other provision herein, this Commitment Letter does not limit the disclosure of any tax strategies to the extent required by applicable law.

For the avoidance of doubt, nothing in this Section 12 shall prohibit any party hereto from voluntarily disclosing or providing any Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this Section 12 shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

13. Surviving Provisions.

The survival, compensation, reimbursement, indemnification, absence of fiduciary relationship, confidentiality, information, syndication, jurisdiction, governing law and waiver of jury trial provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect in accordance with their terms notwithstanding the termination of this Commitment Letter or the Initial Lenders’ commitments hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment Letter and the Fee Letter, other than those provisions relating to confidentiality, compensation and to the syndication of the ABL Facility, shall automatically terminate and be superseded by the definitive documentation relating to the ABL Facility upon the closing thereof, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Initial Lenders’ commitments with respect to the ABL Facility (or portion thereof pro rata among the Initial Lenders) hereunder at any time subject to the preceding sentence.

14. PATRIOT Act Notification, etc.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”) and the requirements of 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), each Lender is required to obtain, verify and record information that identifies the Borrowers and the Guarantors, which information includes the name, address, tax identification number and other information regarding the Borrowers and/or the Guarantors that will allow such Lender to identify the Borrowers and/or the Guarantors in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Financial Institution and each Lender.

15. Acceptance and Termination.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on January 27, 2025 (such date on which such counterparts are executed by you, the “Signing Date”). The Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before July 31, 2025, (ii) to the extent a Merger Agreement is entered into prior to the consummation of the Transactions, such Merger Agreement is terminated without the consummation of the Acquisition (as defined in the Transaction Description) having occurred or (iii) the closing of the Acquisition occurs without the closing of the ABL Facility, then this Commitment Letter and the Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension.

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

TopCo intends to acquire, directly or indirectly, the Target (the “Acquisition”) pursuant to a Merger Agreement (as defined below) or an Offer (as defined below) followed by a second-step merger, as applicable.

Holdings will be controlled by QXO, Inc., a Delaware corporation (“Parent”), and, at Parent’s election, certain co-investors arranged or designated by Parent (collectively with Parent, the “Investors”).

The term “Holdings” means, at your election, (i) TopCo or (ii) a direct or indirect domestic subsidiary of TopCo that directly or indirectly owns the Lead Borrower.

The term “Lead Borrower” means, at your election, (i) a direct or indirect domestic wholly-owned subsidiary of Holdings that directly or indirectly owns the Target (including any such entity that is (or in connection with the Transactions will become) a successor to Target) and/or (ii) following the consummation of the Transactions, the Target. The term “Borrowers” means, collectively, the Lead Borrower and one or more additional direct or indirect wholly-owned subsidiaries of the Lead Borrower incorporated in an Agreed Jurisdiction (as defined in Exhibit B) and designated as a “Borrower” under the ABL Facility.

In connection with the Acquisition, it is intended that:

1. TopCo will directly or indirectly acquire the Target either (i) pursuant to a tender offer (an “Offer”) for all outstanding shares of common stock, par value $0.01 per share, of the Target (the “Shares”), pursuant to which you or one of your direct or indirect subsidiaries will acquire all Shares that have been validly tendered pursuant to such Offer and, substantially concurrently with the consummation of such Offer, you or one of your direct or indirect subsidiaries will consummate a second-step merger with the Target or (ii) pursuant to an agreement and plan of merger (or similarly styled agreement) to be entered into among Parent, you and/or the Lead Borrower (and/or one or more of your or its subsidiaries) and the Target (a “Merger Agreement”), pursuant to which one of your direct or indirect subsidiaries will be merged with the Target;

2. the Investors will contribute, directly or indirectly, an amount in cash (the “Equity Contribution”) to Holdings in the form of common equity, or other equity on terms reasonably acceptable to the Lead Arrangers, and which shall be further contributed to the Lead Borrower in the form of common equity, which would cause the equity interests of Holdings (including roll-over or contributed equity) to represent not less than the Equity Contribution Percentage (as defined in the Fee Letter) of the Total Pro Forma Consolidated Capitalization of Holdings (to be defined as the sum of (x) 100% of the aggregate principal amount of funded debt for borrowed money (excluding for purposes of this determination increased levels of debt as a result of all OID and/or upfront fees in respect of the ABL Facility, the Term Facility, the Senior Secured Bridge Facility, the Senior Unsecured Bridge Facility, the Senior Secured Notes (and/or the Senior Secured Securities) or the Senior Unsecured Notes (and/or the Senior Unsecured Securities) in each case, in connection with the exercise of the “Market Flex” and/or “Securities Demand” provisions in the Term Loan/Bridge Fee Letter, any amounts borrowed under the ABL Facility on the Closing Date and any outstanding letters of credit (to the extent undrawn)) net of balance sheet cash and (y) the total amount of equity (including roll-over or contributed equity));

3. the Borrowers will obtain the senior secured asset-based revolving credit facility described in the Term Sheet in an aggregate principal amount of $1,750 million (the “ABL Facility”);

4. the Lead Borrower will obtain the senior secured first lien term loan facility pursuant to the Commitment Letter, dated as of the date hereof, among TopCo and the financial institutions party thereto (the “Term Loan/Bridge Commitment Letter”) in an aggregate principal amount of the Term Facility Amount (as defined in the Term Loan/Bridge Commitment Letter) (the “Term Facility”);

5. if applicable, the Lead Borrower will, at its option, either (i) issue senior secured notes (the “Senior Secured Notes”) in a Rule 144A or other private placement yielding the Senior Secured Bridge Facility Amount (as defined in the Term Loan/Bridge Commitment Letter) in aggregate gross cash proceeds and/or (ii) if any or all of the Senior Secured Notes are not issued on or prior to the Closing Date and the proceeds thereof made available to the Lead Borrower on the Closing Date, borrow up to such unissued or unavailable amount in the form of senior secured bridge loans (the “Senior Secured Bridge Loans”) under a new senior secured bridge loan facility (the “Senior Secured Bridge Facility”);

6. the Lead Borrower will, at its option, either (i) issue senior unsecured notes (the “Senior Unsecured Notes”) in a Rule 144A or other private placement yielding the Senior Unsecured Bridge Facility Amount (as defined in the Term Loan/Bridge Commitment Letter) in aggregate gross cash proceeds and/or (ii) if any or all of the Senior Unsecured Notes are not issued on or prior to the Closing Date and the proceeds thereof made available to the Lead Borrower on the Closing Date, borrow up to such unissued or unavailable amount in the form of senior unsecured bridge loans (the “Senior Unsecured Bridge Loans”) under a new senior unsecured bridge loan facility (the “Senior Unsecured Bridge Facility”);

7. indebtedness under (i) the Amended and Restated Term Loan Credit Agreement, dated as of May 19, 2021, among the Target, as the borrower, the lenders party thereto, Citibank, N.A., as administrative agent and collateral agent (as amended by Amendment No. 1, dated as of December 21, 2021, as further amended by Amendment No. 2, dated as of July 3, 2023, as further amended by Amendment No. 3, dated as of March 24, 2024, and as amended, restated, supplemented or otherwise modified from time to time, the “Existing Target Term Loan Credit Agreement”), (ii) the Second Amended and Restated Credit Agreement, dated as of May 19, 2021, by and among the Target, as a borrower, the other borrowers party thereto, the guarantors party thereto, the lenders and issuing banks party thereto and Wells Fargo Bank, National Association, in its capacity as administrative agent and collateral agent (as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of December 21, 2021, as further amended by Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of December 21, 2021, as further amended by Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of June 28, 2024, and as further amended, restated, supplemented or otherwise modified from time to time, the “Existing Target ABL Credit Agreement” and, together with the Existing Target Term Loan Credit Agreement, the “Existing Target Credit Agreements”), (iii) the Indenture, dated as of October 9, 2019, by and among the Target, as the issuer, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent, governing the 4.500% Senior Secured Notes due 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Target 4.500% Secured Notes”), (iv) the Indenture, dated as of July 31, 2023, by and among the Target, as the issuer, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, governing the 6.500% Senior Secured Notes due 2030 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Target 6.500% Secured Notes” and, together with the Existing Target 4.500% Secured Notes, the “Existing Target Secured Notes”) and (v) the Indenture, dated as of May 10, 2021, by and among the Target, as the issuer, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, governing the 4.125% Senior Notes due 2029 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Target Unsecured Notes” and, together with the Existing Target Secured Notes, the “Existing Target Notes”), will be repaid, prepaid, repurchased, redeemed, defeased or discharged or arrangements reasonably satisfactory to the “left” Lead Arranger for such repayment, prepayment, repurchase, redemption, defeasance or discharge shall have been made (other than in respect of letters of credit that are either rolled into or back-stopped by letter(s) of credit issued under the ABL Facility or cash collateralized by the Lead Borrower or its subsidiaries or contingent obligations not then due and payable) and all commitments thereunder will be terminated (and security interests related to the Existing Target Credit Agreements and the Existing Target Secured Notes will be terminated and released) on or prior to the Closing Date (the “Refinancing”); and

8. fees and expenses incurred in connection with the foregoing will be paid.

Subject, in each case, to the Certain Funds Provision, except as otherwise set forth below, the closing of the ABL Facility shall be subject solely to the following additional conditions precedent (which shall be satisfied or waived prior to or substantially simultaneously or substantially concurrent with the other Transactions):

1. The Acquisition (including, for the avoidance of doubt, any second-step merger) shall be consummated substantially concurrently with the closing under the ABL Facility.

(a) To the extent the Acquisition is consummated pursuant to an Offer (including any Offer made pursuant to a Merger Agreement), the conditions to such Offer shall either (1) include the conditions delivered in writing to the Lead Arrangers prior to the date hereof for such Offer (the “Indicative Offer Conditions”), or (2) include one or more conditions that amend, modify or replace the Indicative Offer Conditions (the “Alternative Offer Conditions”), so long as the Alternative Offer Conditions that are included are not materially adverse to the interests of the Initial Lenders (in their capacities as such) as compared to the Indicative Offer Conditions. For the avoidance of doubt, the conditions to an Offer may include additional conditions in addition to the Indicative Offer Conditions and TopCo shall be permitted to agree to, amend, modify or waive any such additional conditions in its sole discretion.

(b) To the extent that the Acquisition is consummated pursuant to a Merger Agreement, such Merger Agreement shall include the Xerox Provisions (as defined in the Fee Letter) and, in addition, (other than in the case of any Acquisition consummated pursuant to an Offer, which shall be governed by paragraph (a)) such Merger Agreement shall also either (1) include the conditions delivered in writing to the Lead Arrangers prior to the date hereof for such Merger Agreement (the “Indicative Merger Agreement Conditions”) or (2) include one or more conditions that amend, modify or replace the Indicative Merger Agreement Conditions (the “Alternative Merger Agreement Conditions”), so long as the Alternative Merger Agreement Conditions that are included are not materially adverse to the interests of the Initial Lenders (in their capacities as such) as compared to the Indicative Merger Agreement Conditions. For the avoidance of doubt, the Merger Agreement may include additional conditions in addition to the Indicative Merger Agreement Conditions, and TopCo shall be permitted to agree to, amend, modify or waive any such additional conditions in its sole discretion.

(c) Unless otherwise approved by the Lead Arrangers (i) to the extent there is any increase in purchase price that would result in an increase in sources above the contemplated Baseline Amount (as defined in the Fee Letter), such increases shall be financed with additional amounts contributed to Holdings in the form of common equity, or other equity on terms reasonably acceptable to the Lead Arrangers, which are further contributed to the Borrower in the form of common equity and (ii) to the extent there is any decrease in purchase price that would result in a decrease in sources below the contemplated Baseline Amount, such reduction shall be applied as follows: (x) to reduce the required Equity Contribution by the Equity Contribution Reduction Percentage (as defined in the Fee Letter) and (y) to reduce the contemplated amounts of the Term Facility, the Senior Secured Bridge Facility and the Senior Unsecured Bridge Facility (allocated among the Term Facility, the Senior Secured Bridge Facility and the Senior Unsecured Bridge Facility in a manner consistent with the Commitment Allocation Provisions (as defined in the Term Loan/Bridge Commitment Letter)) by the Facilities Reduction Percentage (as defined in the Fee Letter). The Equity Contribution shall have been made (or substantially simultaneously or substantially concurrently with the closing under the ABL Facility shall be made) in at least the amount set forth in Exhibit A.

2. If the Acquisition is consummated pursuant to a Merger Agreement and such Merger Agreement includes a condition that no “company material adverse effect” (or defined term of similar effect in such Merger Agreement, if any) shall have occurred and be continuing, such condition shall be satisfied. If the

Acquisition is consummated pursuant to an Offer and such Offer includes a condition that no “company material adverse effect” (or defined term of similar effect in such Offer document, if any) shall have occurred and be continuing, such condition shall be satisfied.

3. To the extent such financial statements have been publicly filed by the Target on or prior to the Closing Date, the Lead Arrangers shall have received (a) audited consolidated balance sheets of the Target and its subsidiaries as of the end of, and related statements of consolidated operations, consolidated comprehensive (loss) income, consolidated cash flows and consolidated stockholders’ equity of the Target and its subsidiaries for, the two most recently completed fiscal years ended at least 90 days before the Closing Date and (b) unaudited condensed consolidated balance sheets of the Target and its subsidiaries as of the end of, and related statements of condensed consolidated operations, condensed consolidated comprehensive (loss) income, condensed consolidated cash flows and condensed consolidated stockholders’ equity of the Target and its subsidiaries for, each subsequent fiscal quarter ended at least 45 days before the Closing Date (other than any fiscal fourth quarter) after the most recent fiscal period for which audited financial statements have been provided pursuant to clause (a) hereof. The Lead Arrangers hereby acknowledge that the public filing by the Target of any such financial statements will satisfy the requirements under this paragraph to deliver such financial statements.

4. All fees required to be paid on the Closing Date in respect of the ABL Facility pursuant to the Commitment Letter and the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter with respect to expenses, to the extent invoiced at least three business days prior to the Closing Date, shall, upon the closing under the ABL Facility, have been paid (which amounts may be offset against any proceeds of the ABL Facility on the Closing Date).

Notwithstanding anything in this Exhibit C, the Commitment Letter, the Term Sheet, the Fee Letter or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations (and related defaults) the making or accuracy of which shall be a condition to the availability and funding of the ABL Facility on the Closing Date shall be (i) if the Acquisition is consummated pursuant to a Merger Agreement, such of the representations made by the Target with respect to the Target and its subsidiaries in such Merger Agreement as are material to the interests of the Lenders (in their capacities as such) (but only to the extent that you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your (and/or its) obligations under such Merger Agreement (in accordance with the terms thereof) as a result of a breach of such representations in such Merger Agreement) (such representations, the “Target Representations”) and (ii) the Specified Representations (as defined below) made by the Borrowers and the Guarantors in the definitive documentation for the ABL Facility, and (b) the terms of the definitive documentation for the ABL Facility shall be such that they do not impair the availability of the ABL Facility on the Closing Date if the conditions set forth in this Exhibit C, in Section 6 of the Commitment Letter and in the Term Sheet under the paragraph titled “Conditions Precedent to Closing” are satisfied or waived (it being understood that, to the extent any lien search, insurance certificate, endorsement or other closing deliverable or security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the possession of the stock certificates of the Lead Borrower and, to the extent received from the Target on the Closing Date after using commercially reasonable efforts, any wholly-owned domestic subsidiary), is not or cannot be provided and/or perfected on the Closing Date (1) without undue burden or expense or (2) after your use of commercially reasonable efforts to do so, then the provision of any lien search, insurance certificate, endorsement or other closing deliverable or the provision and/or perfection of such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the ABL Facility on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Agent and the Lead Borrower). “Specified Representations” means the representations of the Borrowers, Holdings and the other Guarantors (in each case, to the extent applicable to such Borrower or Guarantor consistent with the Documentation Precedent) in the definitive documentation with respect to the ABL Facility relating to incorporation, corporate power and authority to enter into the definitive documentation relating to the ABL Facility, due authorization and execution of the definitive documentation relating to the ABL Facility, no conflict with the Borrowers’ or the Guarantors’ organizational documents with respect to the definitive documentation relating to the ABL Facility, delivery and enforceability of such financing documentation, Closing Date solvency on a consolidated basis after giving effect

to the Transactions and the other transactions contemplated hereby (solvency to be defined in a manner consistent with the solvency certificate set forth in Exhibit D hereto), Federal Reserve margin regulations, the Investment Company Act, PATRIOT Act, the creation, validity and perfection of the security interest granted in the intended Collateral to be perfected (except as provided above and, subject to permitted liens as set forth in the definitive documentation for the ABL Facility) and, with respect to the use of proceeds of the ABL Facility, FCPA, OFAC and laws against sanctioned persons.

This Solvency Certificate is delivered pursuant to Section [ ] of the Asset Based Revolving Credit Agreement dated as of [ ], 20[ ], among [ ] (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby certifies, solely in [his][her] capacity as an officer of the Lead Borrower and not in [his][her] individual capacity, as follows:

1. I am the [Chief Financial Officer] of the Lead Borrower. I am familiar with the Transactions, and have reviewed the Credit Agreement, financial statements referred to in Section [ ] of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate.

2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Lead Borrower and its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Lead Borrower and its subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Lead Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Lead Borrower and its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Lead Borrower and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Lead Borrower and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Lead Borrower does not intend to, and the Lead Borrower does not believe that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in respect of its debts or the debts of any such subsidiary.

This Solvency Certificate is being delivered by the undersigned officer only in [his][her] capacity as [Chief Financial Officer] of the Lead Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above.