Form 8-K

8-K — QXO, Inc.

Accession: 0000950142-26-001816

Filed: 2026-06-17

Period: 2026-06-17

CIK: 0001236275

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — eh260794876_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (eh260794876_ex0401.htm)

EX-99.1 — EXHIBIT 99.1 (eh260794876_ex9901.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: eh260794876_8k.htm · Sequence: 1

FORM 8-K

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0001236275

2026-06-17

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2026-06-17

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QXO:DepositarySharesEachRepresenting120thInterestInShareOf5.50SeriesBMandatoryConvertiblePreferredStockParValue0.001PerShareMember

2026-06-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 17, 2026

QXO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38063

16-1633636

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Five American Lane

Greenwich, Connecticut

(Address of principal executive offices)

06831

(Zip Code)

Registrant’s telephone number, including

area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.00001 per share

QXO

New York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a

share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share

QXO.PRB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

General

On June 17, 2026, QXO Building Products, Inc.

(the “Issuer”), a wholly owned subsidiary of QXO, Inc. (“QXO”), completed the previously announced sale of $1,500.0

million of the Issuer’s 6.500% Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million of the Issuer’s 6.875%

Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) in a private offering

(the “Offering”) exempt from the registration requirements of the Securities Act of 1933, as amended. The Offering was conducted

in connection with the financing of the Company’s previously announced proposed acquisition (the “TopBuild Acquisition”)

of TopBuild Corp.

At the closing of the Offering, the gross proceeds

from the Offering (the “Proceeds”) were placed into a segregated escrow account (the “Escrow Account”) where they will

be held, together with certain other funds, securities, interest, dividends, distributions and other property and payments credited to

the Escrow Account for the benefit of the holders of the Notes (collectively, the “Escrowed Property”) pending the consummation of the

TopBuild Acquisition or in connection with a Special Mandatory Redemption (as defined below), as applicable. The Notes were issued pursuant

to an Indenture, dated as of June 17, 2026 (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as trustee

(the “Trustee”).

Maturity and Interest Payments

The 2031 Notes will mature on July 15, 2031.

The 2034 Notes will mature on July 15, 2034. Interest on the 2031 Notes accrues at 6.500% per annum and interest on the 2034 Notes accrues

at 6.875% per annum, in each case payable semi-annually, in arrears, on January 15 and July 15 of each year, beginning January 15, 2027.

Security; Guarantees

The Notes are senior obligations of the Issuer

and, pending the consummation of the TopBuild Acquisition and release of the Escrowed Property, are secured by a first-priority lien on

the Escrowed Property and the Escrow Account. Upon consummation of the TopBuild Acquisition (the “Release Date”), the Notes will be fully and unconditionally

guaranteed by each of the Issuer’s wholly-owned domestic restricted subsidiaries that guarantees the Issuer’s senior secured

first lien term loan facility and senior secured notes. From and after the Release Date, the Notes and related guarantees will be unsecured

obligations of the Issuer and the subsidiary guarantors.

Special Mandatory Redemption

If the TopBuild Acquisition is not

consummated on or prior to January 31, 2027, or upon the occurrence of certain other events, the Escrowed Property will not be

released to consummate the TopBuild Acquisition and related transactions, but instead will be released to the Trustee for the

purpose of redeeming the Notes in accordance with the procedures set forth in the Indenture. The special mandatory redemption price

will be a price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest to, but excluding, the

special mandatory redemption date.

Optional Redemption

On or after July 15, 2028, the Issuer may redeem

the 2031 Notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.

In addition, prior to July 15, 2028, the Issuer may redeem the 2031 Notes at its option, in whole at any time or in part from time to

time, at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed, plus a “make-whole” premium

and accrued and unpaid interest, if any.

Notwithstanding the foregoing, at any time and

from time to time prior to July 15, 2028, the Issuer may redeem in the aggregate up to 50% of the original aggregate principal amount

of the 2031 Notes (calculated after giving effect to any issuance of additional 2031 Notes) in an aggregate amount not to exceed the amount

of net cash proceeds of one or more equity offerings at a redemption price equal to 106.500%, plus accrued and unpaid interest, if any,

so long as at least 50% of the original aggregate principal amount of the 2031 Notes (calculated after giving effect to any issuance of

additional 2031 Notes) remains outstanding after each such redemption.

On or after July 15, 2029, the Issuer may redeem

the 2034 Notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.

In addition, prior to July 15, 2029, the Issuer may redeem the 2034 Notes at its option, in whole at any time or in part from time to

time, at a redemption price equal to 100% of the principal amount of the 2034 Notes redeemed, plus a “make-whole” premium

and accrued and unpaid interest, if any.

Notwithstanding the foregoing, at any time and

from time to time prior to July 15, 2029, the Issuer may redeem in the aggregate up to 50% of the original aggregate principal amount

of the 2034 Notes (calculated after giving effect to any issuance of additional 2034 Notes) in an aggregate amount not to exceed the amount

of net cash proceeds of one or more equity offerings at a redemption price equal to 106.875%, plus accrued and unpaid interest, if any,

so long as at least 50% of the original aggregate principal amount of the 2034 Notes (calculated after giving effect to any issuance of

additional 2034 Notes) remains outstanding after each such redemption.

Certain Covenants

The Indenture, among other things, limits the

Issuer’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional debt, guarantee indebtedness

or issue certain preferred shares; (ii) pay dividends on or make distributions in respect of, or repurchase or redeem, capital stock or

make other restricted payments; (iii) make loans or certain investments; (iv) sell certain assets; (v) create liens on certain assets;

(vi) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; and (vii) enter into certain transactions

with affiliates.

These covenants are subject to a number of important

qualifications and exceptions. Additionally, upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture),

the Issuer must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding,

the purchase date. The Indenture also provides for customary events of default.

The foregoing description of the Indenture is

qualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated

herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 is

set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item.

Item 8.01 Other Events.

In connection with the offering of the Notes,

QXO disclosed certain information to prospective investors in the offering memorandum, dated June 3, 2026, excerpts of which are filed

as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Indenture, dated as of June 17, 2026, among QXO Building Products, Inc., the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee.

99.1

Excerpt from offering memorandum.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 17, 2026

QXO, INC.

By:

/s/ Christopher Signorello

Name:

Christopher Signorello

Title:

Chief Legal Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: eh260794876_ex0401.htm · Sequence: 2

EXHIBIT 4.1

Execution Version

QXO

BUILDING PRODUCTS, INC.

as Issuer,

the Subsidiary Guarantors party hereto from time

to time

6.500% Senior Notes due 2031

and

6.875% Senior Notes due 2034

________________________

INDENTURE

Dated as of June 17, 2026

________________________

and

Wilmington

Trust, National Association

as Trustee

TABLE OF CONTENTS

Page

Article

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.03

Rules of Construction

Section 1.04

No Incorporation by Reference of Trust Indenture Act

Section 1.05

Currencies

Section 1.06

General

Article

THE NOTES

Section 2.01

Amount of Notes

Section 2.02

Form and Dating

Section 2.03

Execution and Authentication

Section 2.04

Registrar and Paying Agent

Section 2.05

Paying Agent to Hold Money in Trust

Section 2.06

Holder Lists

Section 2.07

Transfer and Exchange

Section 2.08

Replacement Notes

Section 2.09

Outstanding Notes

Section 2.10

Cancellation

Section 2.11

Defaulted Interest

Section 2.12

CUSIP Numbers, ISINs, Etc

Section 2.13

Calculation of Principal Amount of Notes

Article

III

REDEMPTION

Section 3.01

Optional Redemption

Section 3.02

Applicability of Article

Section 3.03

Notices to Trustee

Section 3.04

Selection of Notes to Be Redeemed

Section 3.05

Notice of Optional Redemption

Section 3.06

Effect of Notice of Redemption

Section 3.07

Deposit of Redemption Price

Section 3.08

Notes Redeemed in Part

Section 3.09

Special Mandatory Redemption

Article

COVENANTS

Section 4.01

Payment of Notes

Section 4.02

Reports and Other Information

TABLE OF CONTENTS

(cont’d)

Page

Section 4.03

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

Section 4.04

Limitation on Restricted Payments

Section 4.05

Dividend and Other Payment Restrictions Affecting Subsidiaries

105

Section 4.06

Asset Sales

107

Section 4.07

Transactions with Affiliates

112

Section 4.08

Change of Control Repurchase Event.

115

Section 4.09

Compliance Certificate

117

Section 4.10

Further Instruments and Acts

117

Section 4.11

Future Subsidiary Guarantors

118

Section 4.12

Liens

118

Section 4.13

[Intentionally Omitted]

119

Section 4.14

Maintenance of Office or Agency

119

Section 4.15

Covenant Suspension

120

Article

SUCCESSOR COMPANY

Section 5.01

When the Issuer and Subsidiary Guarantors May Merge or Transfer Assets

121

Article

DEFAULTS AND REMEDIES

Section 6.01

Events of Default

123

Section 6.02

Acceleration

125

Section 6.03

Other Remedies

126

Section 6.04

Waiver of Past Defaults

126

Section 6.05

Control by Majority

126

Section 6.06

Limitation on Suits

127

Section 6.07

Contractual Rights of the Holders to Receive Payment

127

Section 6.08

Collection Suit by Trustee

127

Section 6.09

Trustee May File Proofs of Claim

127

Section 6.10

Priorities

128

Section 6.11

Undertaking for Costs

128

Section 6.12

Waiver of Stay or Extension Laws

128

Section 6.13

Limitation on Ability to Issue Certain Notices and Take Certain Actions

129

Article

VII

TRUSTEE

Section 7.01

Duties of Trustee

129

Section 7.02

Rights of Trustee

130

Section 7.03

Individual Rights of Trustee

132

TABLE OF CONTENTS

(cont’d)

Page

Section 7.04

Trustee’s Disclaimer

132

Section 7.05

Notice of Default

133

Section 7.06

[Intentionally Omitted]

133

Section 7.07

Compensation and Indemnity

133

Section 7.08

Replacement of Trustee

134

Section 7.09

Successor Trustee by Merger

135

Section 7.10

Eligibility; Disqualification

135

Section 7.11

Preferential Collection of Claims Against the Issuer

136

Article

VIII

DISCHARGE OF INDENTURE;

DEFEASANCE

Section 8.01

Discharge of Liability on Notes; Defeasance

136

Section 8.02

Conditions to Defeasance

138

Section 8.03

Application of Trust Money

139

Section 8.04

Repayment to Issuer

139

Section 8.05

Indemnity for U.S. Government Obligations

139

Section 8.06

Reinstatement

139

Article

AMENDMENTS AND WAIVERS

Section 9.01

Without Consent of the Holders

140

Section 9.02

With Consent of the Holders

141

Section 9.03

Revocation and Effect of Consents and Waivers

142

Section 9.04

Notation on or Exchange of Notes

143

Section 9.05

Trustee to Sign Amendments

143

Section 9.06

Additional Voting Terms; Calculation of Principal Amount

143

Article

[Intentionally Omitted]

Article

[Intentionally Omitted]

Article XII

GUARANTEE

Section 12.01

Subsidiary Guarantee

144

Section 12.02

Limitation on Liability

146

Section 12.03

[Intentionally Omitted]

147

Section 12.04

Successors and Assigns

147

Section 12.05

No Waiver

148

Section 12.06

Modification

148

iii

TABLE OF CONTENTS

(cont’d)

Page

Section 12.07

Execution of Supplemental Indenture for Future Subsidiary Guarantors

148

Section 12.08

Non-Impairment

148

Article

XIII

ESCROW

Section 13.01

Escrow Account

148

Section 13.02

Release of Escrowed Property

148

Section 13.03

Release of Liens

149

Article

XIV

MISCELLANEOUS

Section 14.01

[Intentionally Omitted]

149

Section 14.02

Notices

149

Section 14.03

[Intentionally Omitted]

150

Section 14.04

Certificate and Opinion as to Conditions Precedent

150

Section 14.05

Statements Required in Certificate or Opinion

151

Section 14.06

When Notes Disregarded

151

Section 14.07

Rules by Trustee, Paying Agent and Registrar

151

Section 14.08

Legal Holidays

151

Section 14.09

Governing Law; Consent to Jurisdiction

152

Section 14.10

No Recourse Against Others

152

Section 14.11

Successors

152

Section 14.12

Multiple Originals

152

Section 14.13

Table of Contents; Headings

152

Section 14.14

Indenture Controls

152

Section 14.15

Severability

152

Section 14.16

[Intentionally Omitted]

153

Section 14.17

Waiver of Jury Trial

153

Section 14.18

Calculations

153

Section 14.19

USA Patriot Act

153

Appendix A – Provisions Relating

to Initial Notes and Additional Notes

EXHIBIT INDEX

Exhibit A-1

–

Form of Initial

2031 Note

Exhibit A-2

–

Form of Initial

2034 Note

Exhibit B

–

Form of Transferee

Letter of Representation

Exhibit C

–

Form of Supplemental

Indenture (Future Guarantors)

Exhibit D

–

Form of Supplemental

Indenture (Escrow Release Date)

Exhibit E

–

Form of Special

Mandatory Redemption Notice

INDENTURE, dated as of June 17, 2026, among the

Issuer, the Subsidiary Guarantors party hereto from time to time and Wilmington Trust, National Association, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of

the other parties and for the equal and ratable benefit of the holders of (i) $1,500,000,000 aggregate principal amount of the Issuer’s

6.500% Senior Notes due 2031 issued on the date hereof (the “Initial 2031 Notes”), (ii) $1,500,000,000 aggregate principal

amount of the Issuer’s 6.875% Senior Notes due 2034 issued on the date hereof (the “Initial 2034 Notes” and,

together with the Initial 2031 Notes, the “Initial Notes”) and (iii) Additional Notes issued from time to time

(together with the Initial Notes, the “Notes”):

Article

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions.

“ABL Facility” means (i) the

asset-based revolving credit agreement, dated as of April 29, 2025, by and among the Issuer, Holdings, the financial institutions named

therein, the other parties thereto and Citibank, N.A., as administrative agent, as amended, restated, supplemented, waived, replaced (whether

or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise

modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring

all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement

or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except

to the extent any such refinancing, replacement or restructuring or agreement or instrument is designated by the Issuer to not be included

in the definition of “ABL Facility”) and (ii) whether or not the credit agreement referred to in clause (i) remains

outstanding, if designated by the Issuer to be included in the definition of “ABL Facility,” one or more (A) debt facilities,

commercial paper facilities or supply chain financing facilities, providing for revolving credit loans, term loans, securitization or

receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders

against such receivables), supply chain financing or letters of credit, (B) debt securities, indentures or other forms of debt financing

(including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or

agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended,

supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“ABL Facility Documents” means

the collective reference to any ABL Facility, any notes issued pursuant thereto and the guarantees thereof and the collateral documents

relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified,

in whole or in part, from time to time.

“ABL Priority Collateral” means

the following, whether owned on the Escrow Release Date or thereafter acquired: (a) all accounts, accounts receivables and credit card

receivables (except for accounts which constitute identifiable proceeds of real estate assets, intellectual property, fixtures or equipment,

and then only to the extent of such identifiable proceeds); (b) all inventory; (c) to the extent evidencing, governing or securing the

items referred to in the preceding clauses (a) and (b), all (i) general intangibles (other than intellectual property and the equity interests

of any subsidiaries), (ii) chattel paper, (iii) letter-of-credit rights, (iv) commercial tort claims, (v) instruments and (vi) documents;

(d) all loans receivable (other than intercompany indebtedness), tax refunds and all other payment intangibles, including payment intangibles

that represent tax refunds (other than tax refunds in respect of or otherwise related to real estate assets, intellectual property, fixtures

or equipment and other than payment intangibles representing identifiable proceeds of real estate assets, intellectual property, fixtures

or equipment); (e) all collection accounts, deposit accounts, securities accounts and commodity accounts and any cash or other assets

in any such accounts (other than accounts solely holding identifiable proceeds of real estate assets, intellectual property, fixtures

or equipment) and securities entitlements and other rights with respect thereto; (f) to the extent relating to any of the items referred

to in the preceding clauses (a) through (e) constituting ABL Priority Collateral, all supporting obligations; (g) all books and records

related to the foregoing; and (h) all products and proceeds of any and all of the foregoing in whatever form received, including insurance

proceeds and proceeds of business interruption insurance (in each case, except to the extent constituting proceeds of real estate assets,

intellectual property, fixtures or equipment).

“Acquired Indebtedness” means,

with respect to any specified Person:

(1) Indebtedness

of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted

Subsidiary of such specified Person; and

(2) Indebtedness

secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Indebtedness will be deemed to have been

Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with

respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of such assets.

“Additional 2031 Notes” means

the 2031 Notes issued under the terms of this Indenture subsequent to the Issue Date.

“Additional 2034 Notes” means

the 2034 Notes issued under the terms of this Indenture subsequent to the Issue Date.

“Additional Notes” means the

Additional 2031 Notes and the Additional 2034 Notes.

“Additional Refinancing Amount”

means, in connection with the Incurrence of any Refinancing Indebtedness, an amount equal to the aggregate principal amount of additional

Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses, defeasance costs

and fees (including original issue discount) in respect thereof.

“Affiliate” of any specified

Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such

specified Person.

“Applicable Premium” means,

with respect to any 2031 Note or 2034 Note on any applicable redemption date, as determined by the Issuer, the greater of:

(x) with respect to any 2031 Note:

(1) 1%

of the then outstanding principal amount of the 2031 Note; and

(2) the

excess of:

(a) the

present value at such redemption date of (i) the redemption price of the 2031 Note, at July 15, 2028 (such redemption price being

set forth in Paragraph 5 of the 2031 Note) plus (ii) all required interest payments due on the 2031 Note through July 15, 2028 (excluding

accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points;

over

(b) the

then outstanding principal amount of the 2031 Note; and

(y) with respect to any 2034 Note:

(1) 1%

of the then outstanding principal amount of the 2034 Note; and

(2) the

excess of:

(a) the

present value at such redemption date of (i) the redemption price of the 2034 Note, at July 15, 2029 (such redemption price being

set forth in Paragraph 5 of the 2034 Note) plus (ii) all required interest payments due on the 2034 Note through July 15, 2029 (excluding

accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points;

over

(b) the

then outstanding principal amount of the 2034 Note.

The Trustee shall have no duty to calculate or

verify the Issuer’s calculation of the Applicable Premium.

“Asset Sale” means:

(1) the

sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets

(including by way of Sale/Leaseback Transactions) outside the ordinary course of business of the Issuer or any Restricted Subsidiary (each referred

to in this definition as a “disposition”); or

(2) the

issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third

parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary)

(whether in a single transaction or a series of related transactions),

in each case other than:

(a) a

disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, worn out or surplus property or equipment in the

ordinary course of business or consistent with past practice or industry norm or assets otherwise no longer used or useful in the business

of the Issuer or its Restricted Subsidiaries (as determined in good faith by the Issuer) or no longer economically practicable or commercially

reasonable to maintain or dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases

entered into in the ordinary course of business or consistent with past practice or industry norm;

(b) the

disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 5.01 or any disposition

that constitutes a Change of Control;

Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.04;

(d) any

disposition of property or assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted

Subsidiary, which property or assets or Equity Interests so disposed or issued have an aggregate Fair Market Value (as determined in good

faith by the Issuer) of less than the greater of $420 million and 6% of Total Assets;

(e) any

disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted

Subsidiary to a Restricted Subsidiary;

(f) any

exchange of assets (including a combination of assets and Cash Equivalents) for services and/or other assets of either comparable or greater

market value or usefulness to the business of the Issuer and the Restricted Subsidiaries as a whole, as determined in good faith by the

Issuer;

(g) foreclosure,

casualty, condemnation, expropriation, forced disposition or any similar action or transfers with respect to any property or other asset

of the Issuer or any of the Restricted Subsidiaries;

(h) any

disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) the

lease, assignment, sublease, license or sub-license of any real or personal property in the ordinary course of business or consistent

with past practice or industry norm and the exercise of termination rights with respect to any lease, sublease, license or sublicense

or other agreement;

(j) any

sale, discount or other disposition of products, inventory, equipment, services, accounts receivable, notes receivable or other assets

in the ordinary course of business or consistent with past practice or the conversion of accounts receivable to notes receivable;

(k) (i)

any grant in the ordinary course of business or consistent with past practice or industry norm of any license or sublicense of patents,

trademarks, know-how or any other intellectual property, (ii) any abandonment of intellectual property in the ordinary course of business

or consistent with past practice or industry norm or which, in the reasonable good faith determination of the Issuer, are not material

to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole, and (iii) any abandonment of intellectual

property rights which are no longer economically practicable or commercially reasonable to maintain;

(l) any

swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services, similar assets or assets

used in a Similar Business (including in connection with any outsourcing arrangements) of either comparable or greater value or usefulness

to the business of the Issuer and the Restricted Subsidiaries as a whole, as determined in good faith by the Issuer;

(m) any

disposition (including by capital contribution), pledge, factoring, transfer or sale of (i) Securitization Assets to any Special

Purpose Securitization Subsidiary or otherwise, (ii) any other Securitization Assets subject to Liens securing Permitted Securitization

Financings and (iii) receivables in connection with factorings, securitizations, receivables sales, receivables financings or similar

arrangements;

(n) any

financing transaction with respect to property or assets built or acquired by the Issuer or any Restricted Subsidiary after the Issue

Date, including any Sale/Leaseback Transaction or asset securitization not prohibited by this Indenture;

(o) dispositions

in connection with Permitted Liens;

(p) any

disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the

Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired

its business and assets (having been newly formed in connection with such acquisition),

made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(q) the

sale of any property or assets in connection with a Sale/Leaseback Transaction;

(r) dispositions

of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy

or similar proceedings and exclusive of factoring or similar arrangements;

(s) any

surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims

of any kind;

(t) any

disposition made pursuant to any Merger Document or in connection with the Transactions;

(u) to

the extent constituting an Asset Sale, any termination, settlement, extinguishment or unwinding of Hedging Obligations;

(v) any

disposition of property or assets acquired after the Issue Date that are not used or useful in the core or principal business of the Issuer

and the Restricted Subsidiaries in the good faith determination of the Issuer;

(w) any

disposition of property or assets in connection with the approval of any antitrust authority or as otherwise necessary or advisable in

the good faith determination of the Issuer to consummate any acquisition, New Project, Investment or other transaction, including in connection

with the Transactions;

(x) any

sale, transfer or other disposition to effect the formation of any Subsidiary that is a Delaware Divided LLC; provided that any

disposition or other allocation of assets (including any equity interests of such Delaware Divided LLC) in connection therewith is otherwise

not prohibited under this Indenture;

(y) dispositions

of ABL Priority Collateral;

(z) assignments

by the Issuer or the Restricted Subsidiaries in connection with insurance arrangements of their rights and remedies under, and with respect

to, the Merger Agreement in respect of any breach by the parties thereto of their representations and warranties set forth therein or

in any definitive agreement related to any acquisition or Investment;

(aa) dispositions of in-plant maintenance,

repair and operating and perishable tooling operations to third parties in connection with the outsourcing of such operations;

(bb) any “fee in lieu” or other

disposition of assets to any Governmental Authority that continue in use by the Issuer or any Restricted Subsidiary, so long as the Issuer

or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee;

(cc) a disposition of Equity Interests

of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or a Restricted Subsidiary)

from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been

newly formed in connection with such acquisition), entered into in connection with such acquisition; and

(dd) any disposition by the Issuer and

any Restricted Subsidiary in connection with any customer supply chain financing programs in the ordinary course of business.

“Available RP Capacity Amount”

means, as of any date of determination, the aggregate amount of Restricted Payments available to be made on such date of determination

in reliance on the Cumulative Credit under Section 4.04(a) and under clauses (iv), (viii), (ix), (x), (xxii) and (xxv) of Section 4.04(b).

“Bank Indebtedness” means any

and all amounts payable under or in respect of (a) the Credit Agreement and the other Credit Agreement Documents, as amended, restated,

supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid,

refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including any agreement

or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness

under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or

indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, including principal, premium (if any),

interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer

whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees

and all other amounts payable thereunder or in respect thereof (except to the extent any such refinancing, replacement, restructuring

or other agreement or instrument is designated by the Issuer to not be included in the definition of “Bank Indebtedness”)

and (b) whether or not the Indebtedness referred to in clause (a) remains outstanding, if designated by the Issuer to be included in this

definition, one or more (A) debt facilities, commercial paper facilities or supply chain financing facilities, providing for revolving

credit loans, term loans, reserve-based loans, securitization or receivables financing (including through the sale of receivables to lenders

or to special purpose entities formed to borrow from lenders against such receivables), supply chain financing or letters of credit, (B)

debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or

agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended,

supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Bankruptcy Code” means Title

11 of the United States Code.

“Beacon Transactions” means

the Beacon Acquisition (as defined in the Offering Memorandum) and other transactions related thereto as described in the Offering Memorandum.

“Below Threshold Asset Sale Proceeds”

means, as of any date of determination, the aggregate amount of proceeds received after the Issue Date and prior to such time that would

have constituted Net Proceeds except for the operation of clause (x) or (y) of the proviso set forth in the definition of “Net Proceeds”.

“Board of Directors” means,

as to any Person, the board of directors or managers or other governing body, as applicable, of such Person or any direct or indirect

parent of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such

Person) or any duly authorized committee thereof.

“Borrowing Base” means, as

of any date of determination, an amount equal to the sum of (a) 95% of the book value of receivables (including, without limitation, trade

receivables and credit card accounts receivables) of the Issuer and its Restricted Subsidiaries, (b) 90% of the book value of inventory

of the Issuer and its Restricted Subsidiaries and (c) 100% of the cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries,

in each case, as of the last day of the fiscal quarter of the Issuer most recently ended for which financial statements have been delivered

to the Trustee, in each case calculated on a consolidated basis in accordance with GAAP (calculated on a pro forma basis with such

pro forma adjustments as are consistent, to the extent applicable, with the pro forma adjustment provisions set forth in

the definition of “Fixed Charge Coverage Ratio”).

“Business Day” means a day

other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City

or the place of payment.

“Capital Stock” means:

(1) in

the case of a corporation, corporate stock or shares;

(2) in

the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)

of corporate stock;

(3) in

the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any

other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of

assets of, the issuing Person.

“Capitalized Lease Obligation”

means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease or a finance lease

that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)

in accordance with GAAP; provided that, obligations of the Issuer or its Restricted Subsidiaries, or of a special purpose or other entity

not consolidated with the Issuer and its Restricted Subsidiaries, either existing on the Issue Date or created thereafter that (a) initially

were included on the consolidated balance sheet of the Issuer and its Restricted Subsidiaries as capital lease obligations or finance

lease obligations and were subsequently recharacterized as operating lease obligations or, in the case of such a special purpose or other

entity becoming consolidated with the Issuer and its Restricted Subsidiaries were required to be characterized as operating lease obligations

upon such consolidation, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Issue Date

and were required to be characterized as operating lease obligations but would not have been required to be treated as operating lease

obligations on the Issue Date had they existed at that time, shall for all purposes not be treated as operating leases hereunder and shall

instead be treated as Capitalized Lease Obligations and Indebtedness. For the avoidance of doubt, operating leases shall not constitute

Capitalized Lease Obligations.

“Capitalized Software Expenditures”

means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted

Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements

that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person

and such Restricted Subsidiaries.

“Captive Insurance Subsidiary”

means any Subsidiary of the Issuer that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Equivalents” means:

(1) U.S.

dollars, Canadian dollars, pounds sterling, euros, the national currency of any member state in the European Union or such local currencies

held by an entity from time to time in the ordinary course of business;

(2) securities

issued or directly and fully guaranteed or insured by the U.S. government or any country that is a member of the European Union or any

agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;

(3) certificates

of deposit, demand and time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition,

bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any

commercial bank having capital and surplus in excess of $250 million and whose long-term

debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally

recognized ratings agency);

(4) repurchase

obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution

meeting the qualifications specified in clause (3) above;

(5) commercial

paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s

or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one

year after the date of acquisition;

(6) readily

marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the

two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally

recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness

issued by Persons (other than the Co-Investors or any of their Affiliates) with a rating of “A” or higher from S&P or

“A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency)

in each case with maturities not exceeding two years from the date of acquisition;

(8) investment

funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) instruments

reasonably equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality

and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United

States of America to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction;

(10) credit

card receivables to the extent included in cash and cash equivalents on the consolidated balance sheet of such Person;

(11) investments

in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company

Act of 1940, as amended; and

(12) solely

in respect of the ordinary course cash management activities of the Foreign Subsidiaries of the Issuer, equivalents of the investments

described in clause (2) above to the extent guaranteed by the country in which the applicable Foreign Subsidiary operates and equivalents

of the investments described in clause (3) above issued, accepted or offered by

any commercial bank organized under the laws of the jurisdiction of organization of the applicable Foreign Subsidiary having at the date

of acquisition thereof combined capital and surplus of not less than $100 million.

“cash management services”

means cash management services including collections, treasury management services (including controlled disbursement, overdraft, automated

clearing house fund transfer services, return items, electronic funds transfer services and interstate depository network services), foreign

exchange facilities, credit card processing services, demand deposits, payroll, trust or operating account relationships, commercial credit

cards, merchant cards or lines of credit, purchase or debit cards, non-card e-payables services, supply chain finance services (including

the trade payable services and supplier accounts receivable and drafts/bills of exchange purchases), travel and expense, corporate purchasing,

merchant, stored value and/or other purchasing cards (including, without limitation, the processing of payments and other administrative

services with respect thereto), cash pooling services, netting, dealer incentive, supplier finance or similar programs, current account

facilities, Supplemental Cash Management Obligations and other cash management services, including electronic funds transfer services,

lockbox services, stop payment services and wire transfer services and other banking products or services as may be requested by the Issuer

or any Restricted Subsidiary (other than letters of credit and other than loans and advances except Indebtedness arising from services

described in this definition).

“CFC” means a “controlled

foreign corporation” within the meaning of Section 957 of the Code.

“Change of Control” means the

occurrence of either of the following:

(1) the

sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries,

taken as a whole, to a Person other than any of the Permitted Holders; or

(2) the

Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written

notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of

the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities

(within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in

a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial

ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting

power of the Voting Stock of the Issuer (provided that, for purposes of this determination, to the extent any Person or group includes

both Permitted Holders and non-Permitted Holders (any such Person or group, the “Subject Group”), and the Subject Group

does not itself constitute a Permitted Holder, then the Voting Stock of the Issuer directly or indirectly beneficially owned by such Permitted

Holders in such Subject Group shall not be treated as being beneficially owned by such Subject

Group), unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate

for election at least a majority of the members of the Board of Directors of the Issuer.

Notwithstanding the foregoing: (A) the transfer

of assets between or among the Issuer and its Restricted Subsidiaries shall not itself constitute a Change of Control and (B) a Person

or group shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, asset purchase agreement,

merger agreement, option agreement, warrant agreement or similar agreement (or voting or option agreement related thereto) prior to the

consummation of the transactions contemplated by such agreement.

In addition, notwithstanding the foregoing, a

transaction in which the Issuer or a parent of the Issuer becomes a subsidiary of another Person (such Person, the “New Parent”)

shall not constitute a Change of Control if (a) the equityholders of the Issuer or such parent immediately prior to such transaction

beneficially own, directly or indirectly through one or more intermediaries, at least a majority of the total voting power of the Voting

Stock of the Issuer or such New Parent immediately following the consummation of such transaction, substantially in proportion to their

holdings of the equity of the Issuer or such parent prior to such transaction or (b) immediately following the consummation of such

transaction, no Person, other than a Permitted Holder, the New Parent or any subsidiary of the New Parent, beneficially owns, directly

or indirectly through one or more intermediaries, more than 50% of the voting power of the Voting Stock of the Issuer or the New Parent.

“Change of Control Repurchase Event”

means the occurrence of both a Change of Control and a Ratings Event.

“Code” means the Internal Revenue

Code of 1986, as amended.

“Co-Investors” means (a) QXO

and its subsidiaries, (b) Jacob Private Equity II, LLC, (c) the Management Group, (d) any Related Party of any of the foregoing and (e)

their respective Affiliates.

“Commercial Agreement” means

any commodity prepayment contract, contract with payment or performance delays or any other equivalent agreement, in each case, relating

to a commodity transaction that does not constitute a Hedging Obligation, resulting in a performance risk or credit exposure, as applicable.

“Consolidated Depreciation and Amortization

Expense” means, with respect to any Person for any period, (a) the total amount of depreciation and amortization expense,

including the amortization of intangible assets, goodwill, deferred financing fees and original issue discount, debt issuance costs, commissions,

fees, premiums and expenses, expensing of any bridge, commitment or other financing fees, non-cash interest expense attributable to movement

in mark to market valuation of Hedging Obligations or other derivatives, Capitalized Software Expenditures, development costs, capitalized

customer acquisition costs, amortization of unrecognized prior service costs and actuarial gains and losses related to pensions (including

any modifications) and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise

determined in accordance with GAAP and (b) the total amount of depreciation expense with respect to assets acquired under Capitalized

Lease Obligations which is expensed and not included in depreciation and amortization expense under GAAP.

“Consolidated Interest Expense”

means, with respect to any Person for any period, the sum, without duplication, of:

(1) consolidated

interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing

Consolidated Net Income (including the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant

to interest rate Hedging Obligations, letter of credit fees, fees, costs and expenses related to L/C Instruments and the interest portion

of any deferred payment obligation and excluding amortization of deferred financing fees and original issue discount, debt issuance costs,

commissions, fees, premiums and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable

to movement in mark to market valuation of Hedging Obligations or other derivatives under GAAP); plus

(2) consolidated

capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

(3) commissions,

discounts, yield and other fees and charges Incurred in connection with any Permitted Securitization Financing or other sales or financings

of receivables which are payable to Persons other than the Issuer and the Restricted Subsidiaries; minus

(4) interest

income for such period.

For purposes of this definition, interest on a

Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined by the Issuer in good faith to be the rate of interest

implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means,

with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period,

on a consolidated basis; provided, however, that:

(1) any

net after-tax extraordinary, exceptional, nonrecurring or unusual gains or losses or expenses or charges, any severance expenses, expansion

expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee benefit plans,

excess pension charges, any expenses related to any New Project, equipment or inventory optimization or curtailment programs or any integration,

transition, reconstruction, decommissioning, recommissioning, repositioning or reconfiguration of assets, fees, expenses, costs or charges

relating to unused facility, data center, warehouse or distribution center space, entry into new markets or distribution channels, contract

acquisitions or terminations, future

lease commitment costs, closing and consolidation costs, rebranding

costs, acquisition integration costs, relocation costs and expenses, environmental remediation costs and expenses, costs for discontinued

operations (including rent termination costs), opening costs, project start-up costs, costs relating to the undertaking or implementation

of strategic initiatives, cost savings initiatives (including sourcing), operating expense reductions and other operating improvements

or synergies (including product margin synergies and product cost synergies), business development charges, business optimization costs,

recruiting costs, signing, retention or completion bonuses, one-time costs in connection with the entry into labor and union agreements,

consulting, advisory, professional, litigation and arbitration costs, charges, fees and expenses (including settlements, fines, judgments

or orders), restructuring costs (including those related to tax restructurings), expenses, costs, fees or charges related to any repurchase

or issuance of Equity Interests of any Restricted Subsidiary, the Issuer or a parent of the Issuer or debt securities of any Restricted

Subsidiary, the Issuer or any parent of the Issuer, Investment, acquisition, merger, consolidation, amalgamation, disposition, recapitalization

or Incurrence, issuance, repayment, redemption, retirement, repurchase, refinancing, amendment or modification of Indebtedness (in each

case, whether or not successful) or any capital expenditures or similar transactions, and any fees, expenses, charges or change in control

payments related to the Transactions (including any costs relating to auditing prior periods, any transition-related expenses, any carve-out

costs and transaction expenses incurred before, on or after the Issue Date) and any earn-out obligation expense incurred in connection

with the Transactions or any acquisition or other Investment and any consulting costs or implementation costs in connection with any of

the foregoing in this clause (1), in each case, shall be excluded;

(2) effects

of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries and including,

without limitation, the effects of adjustments to (A) deferred rent, (B) Capitalized Lease Obligations or other obligations

or deferrals attributable to capital spending funds with suppliers or (C) any other deferrals of revenue) in amounts required or

permitted by GAAP, resulting from the application of purchase accounting or the amortization, write-off or write-down of any amounts thereof,

net of taxes, shall be excluded;

(3) the

Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(4) any

net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations, facilities, data centers, distribution

centers, warehouses or other assets and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued

operations, facilities, data centers, distribution centers, warehouses or other assets shall be excluded;

(5) any

net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset

dispositions other than in the ordinary course of business (as determined in good faith by management of the Issuer) shall be excluded;

(6) any

net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment or buy-back

of indebtedness, Hedging Obligations or other derivative instruments shall be excluded;

(7) (A)

the Net Income for such period of any Person that is an Unrestricted Subsidiary shall be included only to the extent of the amount of

dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Subsidiary

thereof (other than an Unrestricted Subsidiary of such referent Person) in respect of such period and (B) the Net Income for such period

of any Person that is not a Subsidiary of such Person, or that is accounted for by the equity method of accounting, shall be included

to the extent of the amount of such Net Income of such Person multiplied by such referent Person’s or its Subsidiary’s percentage

ownership of the economic interests in such Person;

(8) the

amount of any management, monitoring, consulting, transaction, advisory and similar fees and related expenses paid to or on behalf of

the Co-Investors or any other direct or indirect holder of Equity Interests of the Issuer and fees and expenses paid to or on behalf of

any member of the board of directors (or equivalent governing body) (or, in each case, any accruals relating to such fees and expenses)

during such period to the extent otherwise permitted by Section 4.07 including, if applicable, the amount of any termination fee paid

pursuant to Section 4.07(b)(xx) shall be excluded;

(9) an

amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect of such period

in accordance with Section 4.04(b)(xii) shall be included as though such amounts had been paid as income taxes directly by such Person

for such period;

(10) any

impairment charges or asset write-offs or write-downs, in each case pursuant to GAAP, and the amortization of intangibles and other fair

value adjustments arising pursuant to GAAP shall be excluded;

(11) any

non-cash costs or expense related to management equity plans, long term incentive plans, stock option plans, employee benefit plans or

post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred

stock or other rights (including any repricing, amendment, modification, substitution or change thereof) shall be excluded;

(12) any

(a) non-cash compensation charges, (b) costs and expenses related to employment of terminated employees, or (c) costs or

expenses related to stock appreciation or similar rights, stock options or other rights of officers, directors and employees, in each

case of such Person or any Restricted Subsidiary, shall be excluded;

(13) accruals

and reserves that are established or adjusted in connection with the Transactions or within 12 months after the Issue Date or the closing

of any disposition, acquisition or investment and that are so required to be established or adjusted in accordance with GAAP or as a result

of adoption or modification of accounting policies shall be excluded;

(14) [reserved];

(15) any

impacts from foreign currency gains and losses, and the related tax effects, shall be excluded;

(16) (a)

any charges to the extent that a corresponding amount is received in cash under any agreement providing for reimbursement of such expense

shall be excluded, (b) any charges with respect to any liability or casualty event, business interruption or product recall to the extent

covered by one or more third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance and actually

reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be

reimbursed by the third party or insurer and only to the extent that such amount is in fact reimbursed within 365 days following the date

of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), costs and expenses

with respect to liability or casualty events or business interruption or product recall shall be excluded and (c) amounts estimated by

the Issuer in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events

or business interruption or product recall shall be included (with a deduction for amounts actually received up to such estimated amount

to the extent included in Net Income in a future period);

(17) Capitalized

Software Expenditures and capitalized development costs shall be excluded;

(18) non-cash

charges for deferred tax asset valuation allowances shall be excluded;

(19) non-cash

gains, losses, income and expenses resulting from fair value accounting required under GAAP and related interpretations shall be excluded;

(20) any

other costs, expenses or charges resulting from facility, branch, office or business unit closures or sales, including income (or losses)

from such closures or sales, shall be excluded;

(21) any

deductions attributable to non-controlling interests or minority interests shall be excluded;

(22) any

gain, loss, income, expense or charge resulting from the application of any LIFO method shall be excluded;

(23) non-cash,

non-service pension and other post-retirement benefit expenses shall be excluded;

(24) costs

associated with Public Company Compliance shall be excluded; and

(25) any

other non-cash charges, losses and expenses shall be excluded; provided, that for purposes of this subclause (25), any non-cash charges,

losses or expenses shall be treated as cash charges, losses or expenses in any subsequent period during which cash disbursements attributable

thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period).

Notwithstanding the foregoing, for the purpose

of Section 4.04 only, any increase in Consolidated Net Income as a result of any dividends, repayments of loans or advances or other

transfers of assets from Unrestricted Subsidiaries shall be excluded from Consolidated Net Income to the extent such dividends, repayments

or transfers otherwise increase the amount of Restricted Payments permitted under Section 4.04 pursuant to clause (5) of the definition

of “Cumulative Credit”.

“Consolidated Non-Cash Charges”

means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation and Amortization Expense)

of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis

and otherwise determined in accordance with GAAP; provided that if any such non-cash expenses represent an accrual or reserve for

potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in

such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item

that was paid in a prior period.

“Consolidated Taxes” means,

with respect to any Person for any period, taxes paid and any provision for taxes, including, without limitation, federal, state, local,

provincial, franchise, foreign, excise, property and similar taxes, foreign withholding taxes and foreign unreimbursed value added taxes

(including penalties and interest related to such taxes or arising from tax examinations), and, without duplication of the foregoing,

any Tax Distributions.

“Consolidated Total Indebtedness”

means, as of any date of determination, an amount equal to the sum (without duplication) of (1) the aggregate principal amount of all

outstanding Indebtedness of the Issuer and the Restricted Subsidiaries consisting of Indebtedness for borrowed money, plus (2)

the aggregate amount of all outstanding Disqualified Stock of the Issuer and the Restricted Subsidiaries and all Preferred Stock of Restricted

Subsidiaries, with the amount of such Disqualified Stock and Preferred Stock equal to their

respective liquidation preferences, in each case determined on a consolidated basis in accordance with GAAP.

“Contingent Obligations” means,

with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute

Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner,

whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to

purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to

advance or supply funds:

(a) for

the purchase or payment of any such primary obligation; or

(b) to

maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor;

(3) to

purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability

of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Control” means the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership

of voting securities, by agreement or otherwise, and “Controlling” and “Controlled” shall have meanings correlative

thereto.

“Corporate Trust Office” means

the designated office of the Trustee in the United States of America specified in Section 14.02 at which at any time its corporate

trust business shall be administered, or such other address as the Trustee may designate from time to time by notice to the holders and

the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate

from time to time by notice to the holders and the Issuer).

“Credit Agreement” means (i) the

credit agreement dated as of April 29, 2025, by and among the Issuer, Holdings, the financial institutions named therein, the other parties

thereto and Goldman Sachs Bank USA, as administrative agent, as amended, restated, supplemented, waived, replaced (whether or not upon

termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from

time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all

or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement

or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except

to the extent any such refinancing, replacement or restructuring or

agreement or instrument is designated by the Issuer to not be included

in the definition of “Credit Agreement”) and (ii) whether or not the credit agreement referred to in clause (i) remains

outstanding, if designated by the Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt

facilities, commercial paper facilities or supply chain financing facilities, providing for revolving credit loans, term loans, securitization

or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders

against such receivables), supply chain financing or letters of credit, (B) debt securities, indentures or other forms of debt financing

(including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or

agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended,

supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Credit Agreement Agent” means

the “Administrative Agent” (or similar entity) under the Credit Agreement and any successor thereto in such capacity.

“Credit Agreement Documents”

means the collective reference to any Credit Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral

documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise

modified, in whole or in part, from time to time.

“Cumulative Credit” means an

amount equal to the sum of (without duplication):

(1) (a)

the greater of $1,260 million and 18% of Total Assets plus (b) an amount equal to 50% of the Consolidated Net Income of the Issuer

for the period (taken as one accounting period, but excluding any fiscal quarter in such accounting period for which Consolidated Net

Income for such fiscal quarter was less than $0) from April 1, 2025 to the end of the Issuer’s most recently ended fiscal quarter

for which financial statements have been delivered to the Trustee at the time of such Restricted Payment, plus

(2) 100%

of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Issuer) of property other

than cash, received by the Issuer after the Senior Secured Notes Issue Date (other than (x) net proceeds to the extent such net proceeds

have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xiii) and (y) net proceeds

contributed to the Issuer pursuant to Section 4.04(b)(xxiii) from the issue or sale of Equity Interests of the Issuer or any direct or

indirect parent of the Issuer (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions, and Disqualified

Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to the Issuer or a Restricted

Subsidiary), plus

(3) 100%

of the aggregate amount of contributions to the common equity capital of the Issuer received in cash and the Fair Market Value (as determined

in good faith by the Issuer) of property other than cash after the

Senior Secured Notes Issue Date and, without duplication, the

aggregate amount of cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash that becomes

part of the equity capital of the Issuer through amalgamation, consolidation or merger or in exchange for the issuance of Equity Interests

of the Issuer or a direct or indirect parent of the Issuer after the Senior Secured Notes Issue Date (other than (x) Excluded Contributions,

Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions to the extent such contributions

have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xiii) and (y) contributions

to the equity capital of the Issuer pursuant to Section 4.04(b)(xxiii)), plus

(4) 100%

of the aggregate principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may

be, of any Disqualified Stock of the Issuer or any Restricted Subsidiary (other than Indebtedness or Disqualified Stock issued to a Restricted

Subsidiary) which has been (i) cancelled, retired or extinguished, (ii) assumed by a person that is not the Issuer or a Restricted Subsidiary

to the extent that the Issuer and each other Restricted Subsidiary are released from their obligations in respect of such Indebtedness

or Disqualified Stock or (iii) converted into or exchanged for Equity Interests (other than Disqualified Stock) in the Issuer or any direct

or indirect parent of the Issuer after the Senior Secured Notes Issue Date, plus

(5) 100%

of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value (as determined in good faith

by the Issuer) of property other than cash received by the Issuer or any Restricted Subsidiary from:

(A) the

sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments

made by the Issuer and the Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer

and the Restricted Subsidiaries by any Person (other than the Issuer or any Restricted Subsidiary) and from repayments of loans or advances,

and releases of guarantees, which constituted Restricted Investments,

(B) the

sale (other than to the Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

distribution or dividend from an Unrestricted Subsidiary, plus

(6) in

the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated

with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, the Fair Market Value

(as determined in good faith by the Issuer) of the Investment of the Issuer

or the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets

transferred or conveyed, as applicable), plus

(7) an

amount equal to the aggregate amount of Below Threshold Asset Sale Proceeds, Available Proceeds and Declined Proceeds since the Issue

Date.

“Default” means, with respect

to a series of Notes, any event which is, or after notice or passage of time or both would be, an Event of Default with respect to such

series of Notes.

“Delaware Divided LLC” means

any limited liability company which has been formed upon the consummation of a Delaware LLC Division.

“Delaware LLC Division” means

the statutory division of any limited liability company into two or more limited liability companies pursuant to Section 18-217 of the

Delaware Limited Liability Company Act.

“Designated Non-cash Consideration”

means the Fair Market Value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or a Restricted

Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration by the Issuer, less the amount

of Cash Equivalents received in connection with a subsequent sale of, or other receipt of Cash Equivalents in respect of, such Designated

Non-cash Consideration.

“Designated Preferred Stock”

means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for

cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any

of its Subsidiaries) and is so designated as Designated Preferred Stock by the Issuer.

“Disinterested Director” means,

with respect to any Affiliate Transaction, a member of the Board of Directors of the Issuer having no material direct or indirect financial

interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Issuer shall not be deemed to have

such a financial interest solely by reason of such member’s holding Capital Stock of the Issuer or a parent of the Issuer or any

options, warrants or other rights in respect of such Capital Stock.

“Disqualified Stock” means,

with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible

or for which it is redeemable or exchangeable), or upon the happening of any event:

(1) matures

or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset

sale);

(2) is

convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted Subsidiaries; or

(3) is

redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale),

in each case prior to 91 days after the earlier of the maturity

date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock

which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof

prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock

is issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees,

such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by such Person in order

to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided,

further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder

by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Domestic Subsidiary” means

a Restricted Subsidiary that is not a Foreign Subsidiary.

“EBITDA” means, with respect

to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus,

without duplication, to the extent the same (other than in the case of clause (14)) was deducted in calculating Consolidated Net Income:

(1) Consolidated

Taxes; plus

(2) Fixed

Charges and costs of L/C Instruments in connection with financing or other activities, together with items excluded from the definition

of “Consolidated Interest Expense” pursuant to clause (1) thereof; plus

(3) Consolidated

Depreciation and Amortization Expense; plus

(4) Consolidated

Non-Cash Charges; plus

(5) any

expenses, fees, costs or charges (other than Consolidated Depreciation and Amortization Expense) related to any repurchase or issuance

of Equity Interests, Investment, acquisition, New Project, equipment, optimization or curtailment programs, capital expenditures or similar

transactions, disposition, recapitalization or the Incurrence, modification, redemption, retirement or repayment of Indebtedness permitted

to be Incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, costs, expenses

or charges related to the Transactions, the offering of the Initial Notes or any Bank Indebtedness or ABL Facility (and, in each case,

any refinancing indebtedness in respect thereof), (ii) any amendment or other modification of the Notes or other Indebtedness and (iii) commissions,

discounts, yield and other fees and charges (including any interest expense)

related to any Permitted Securitization Financing or other sales or financings of receivables; plus

(6) business

optimization costs, fees, charges, expenses and other restructuring charges, reserves or expenses (which, for the avoidance of doubt,

shall include, without limitation, the effect of inventory and equipment optimization programs, facility, branch, office, business unit,

data center, warehouse or distribution center closures, facility, branch, office, business unit, data center, warehouse or distribution

center relocations or consolidations, unused warehouse, facility or data center costs, distribution costs, retention, severance, expansion,

systems design, implementation or establishment costs, contract acquisition or termination costs, future lease commitments, excess pension

charges, any costs relating to the undertaking or implementation of strategic initiatives, cost savings initiatives, operating expense

reductions and other operating improvements or synergies and business development charges) and Pre-Opening Expenses; plus

(7) the

amount of loss, fees, charges or discount in connection with a Permitted Securitization Financing or other sale or financing of receivables,

including amortization of loan origination costs and amortization of portfolio discounts; plus

(8) any

costs, fees, charges or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee

benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with

cash proceeds contributed to the capital of the Issuer or a Subsidiary Guarantor or net cash proceeds of an issuance of Equity Interests

of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the

Cumulative Credit; plus

(9) [reserved];

plus

(10) the

amount of any loss attributable to a New Project, until the date that is 12 months after the date of completing the construction, acquisition,

assembling, remodeling, refurbishment, update, modernization, expansion, relocation or creation of such New Project, as the case may be;

provided that (a) such losses are reasonably identifiable and factually supportable and (b) losses attributable to such

New Project after 12 months from the date of completing such construction, acquisition, assembling, remodeling, refurbishment, update,

modernization, expansion, relocation or creation, as the case may be, shall not be included in this clause (10); plus

(11) [reserved];

plus

(12) with

respect to any Person referred to in clause (7) of the definition of “Consolidated Net Income” and solely to the extent

relating to the Net Income of such Person referred to in clause (7) of the definition of “Consolidated Net Income,” an

amount equal to the proportion of those items described in clauses (1) through (11) above and clauses (13) and (14) below relating

to such Person corresponding to the Issuer’s and the Restricted Subsidiaries’ proportionate share of such Person’s Consolidated

Net Income (determined as if such Person were a Restricted Subsidiary); plus

(13) [reserved];

plus

(14) all

adjustments of the nature used in connection with the calculation of “Covenant EBITDA” as set forth in footnote 1 to the “Summary

Historical Consolidated and Unaudited Pro Forma Condensed Combined Financial Information” under “Summary” in the Senior

Secured Notes Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such period; and

less, without duplication, to the extent

the same increased Consolidated Net Income,

(15) non-cash

items increasing Consolidated Net Income for such period (but excluding any such items (A) in respect of which cash was received in a

prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated

cash charges that reduced EBITDA in any prior period).

“Equity Interests” means Capital

Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or

exchangeable for, Capital Stock).

“Equity Offering” means any

public or private sale of common Capital Stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable

(other than Disqualified Stock), other than:

(1) public

offerings with respect to the Issuer’s or such direct or indirect parent’s common stock registered on Form S-4 or Form S-8;

(2) issuances

to any Subsidiary of the Issuer; and

(3) any

such public or private sale that constitutes an Excluded Contribution.

Notwithstanding the foregoing, an Equity Offering

hereunder shall include the acquisition, purchase, business combination, merger, amalgamation or consolidation of the Issuer or any direct

or indirect parent of the Issuer by, with or into a person that has, or whose direct or indirect parent has, previously consummated a public Equity Offering (as defined herein but

replacing the Issuer with such person or parent) and is a public company at the applicable time.

“Escrow Account” means a segregated

account that includes only cash and Cash Equivalents, the proceeds thereof and interest earned thereon.

“Escrow Agent” means Wilmington

Trust, National Association, acting in its capacity as “Escrow Agent” under the Escrow Agreement, or any successor thereto

in such capacity.

“Escrow Agreement” means that

certain Escrow and Security Agreement, dated as of the Issue Date, among the Issuer, the Trustee and the Escrow Agent, as amended, restated,

supplemented or otherwise modified from time to time.

“Escrow Condition” means that

the TopBuild Acquisition will be consummated in all material respects as described under “Summary—The Transactions—

Agreement to Acquire TopBuild” in the Offering Memorandum.

“Escrow Officer’s Certificate”

means the “Officer’s Certificate” as defined in the Escrow Agreement.

“Escrow Outside Date” means

January 31, 2027.

“Escrow Release Date” means

the date on which the TopBuild Acquisition is consummated.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” means

the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by the Issuer) received by the Issuer

after the Senior Secured Notes Issue Date:

(1) from

contributions to its common equity capital;

(2) that

becomes part of the capital of the Issuer through consolidation, amalgamation or merger achieved through the issuance of, or in exchange

for, Equity Interests of the Issuer or any direct or indirect parent of the Issuer; and

(3) from

the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management

or employee benefit plan or agreement) of Equity Interests (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions by the Issuer.

“Excluded Revolving Loans”

means, as of any date of determination, any outstanding revolving loans (including outstanding loans under the ABL Facility) of such Person

and its Subsidiaries on such date.

“Excluded Subsidiary” means

(a) each Unrestricted Subsidiary, (b) each Domestic Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary

remains a non-Wholly Owned Subsidiary), (c) each Domestic Subsidiary that is prohibited from guaranteeing the Notes by any requirement

of law or that would require consent, approval, license or authorization of a Governmental Authority to guarantee the Notes (unless such

consent, approval, license or authorization has been received), (d) each Domestic Subsidiary that is prohibited by any applicable

contractual requirement from guaranteeing the Notes; provided, that, (1) in the case of Subsidiaries owned on the Escrow Release

Date, such prohibition exists on the Escrow Release Date and (2) in the case of a Subsidiary acquired from a third party after the

Escrow Release Date, such prohibition exists on the date such Subsidiary becomes a Subsidiary (and in each case for so long as such restriction

or any replacement or renewal thereof is in effect), (e) any Foreign Subsidiary, (f) any Domestic Subsidiary (i) that is

a FSHCO or (ii) that is a Subsidiary of (x) a Foreign Subsidiary or (y) a Subsidiary described in clauses (a) through

(d), (f)(i) or (g) through (l) of this definition of “Excluded Subsidiary”, (g) any Special Purpose Securitization

Subsidiary, (h) any Subsidiary (other than a Significant Subsidiary) that (i) did not, as of the last day of the fiscal quarter

of the Issuer most recently ended, have assets with a value in excess of 5.0% of the Total Assets or revenues representing in excess of

5.0% of total revenues of the Issuer and its subsidiaries on a consolidated basis as of such date and (ii) taken together with all

other such Subsidiaries being excluded pursuant to this clause (h), as of the last day of the fiscal quarter of the Issuer most recently

ended for which financial statements have been delivered to the Trustee, did not have assets with a value in excess of 10.0% of the Total

Assets or revenues representing in excess of 10.0% of total revenues of the Issuer and its subsidiaries on a consolidated basis as of

such date (each such Subsidiary, an “Immaterial Subsidiary”), (i) any Subsidiary for which providing a Subsidiary

Guarantee could reasonably be expected to result in material adverse tax consequences as determined in good faith by the Issuer, (j) any

Domestic Subsidiary with respect to which the Credit Agreement Agent and the Issuer reasonably agree that the cost or other consequence

of providing a guarantee or obtaining a security interest or perfection thereof is excessive in relation to the value afforded thereby,

(k) any Captive Insurance Subsidiary and (l) any not-for-profit Subsidiary.

“Excluded Transaction Debt”

means, collectively, an amount equal to the aggregate principal amount of all Indebtedness incurred by the Issuer in connection with the

Beacon Transactions or the Transactions consisting of, or incurred to fund the payment of, any original issue discount or upfront fees

in respect of the Indebtedness under the Credit Agreement, the ABL Facility, the Senior Secured Notes and/or the Notes (and, in each case,

any refinancings or replacements thereof).

“Fair Market Value” means,

with respect to any asset or property, the price which could be negotiated in an arm’s-length transaction, for cash, between a willing

seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, which, in the

case of an Asset Sale, Restricted Payment or Investment shall be determined either, at the option of the Issuer, at the time of the Asset

Sale, Restricted Payment or Investment or as of the date of the definitive agreement with respect

to such Asset Sale, Restricted Payment or Investment, and without giving effect to any subsequent change in value.

“First-Priority Obligations”

means (i) all Secured Bank Indebtedness, (ii) all Senior Secured Notes Obligations and (iii) if Hedging Obligations or

obligations in respect of Supply Chain Financings, Commercial Agreements or cash management services have been secured by the collateral

that secures the First-Priority Obligations, all such other obligations of the Issuer or any of its Restricted Subsidiaries in respect

of such Hedging Obligations or obligations in respect of such Supply Chain Financings, Commercial Agreements or cash management services

in each case that are secured by such collateral on a pari passu basis with the Lien on such collateral that secures the First-Priority

Obligations.

“Fixed Charge Coverage Ratio”

means, with respect to any Person for any period, the ratio of (i) EBITDA of such Person for such period to (ii) the Fixed Charges in

respect of Consolidated Total Indebtedness of such Person for such period (excluding an amount equal to Fixed Charges in respect of Excluded

Revolving Loans and Excluded Transaction Debt). In the event that the Issuer or any of its Restricted Subsidiaries Incurs, repays, repurchases

or redeems any Indebtedness (other than in the case of any Permitted Securitization Financing, in which case interest expense shall be

computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified

Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but

prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Calculation Date”),

then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption

of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the

beginning of the applicable Pro Forma Period.

For purposes of making the computation referred

to above, Investments, capital expenditures, constructions, repairs, replacements, improvements, equipment optimization programs, acquisitions,

dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) and any operational

changes, business realignment projects or cost savings initiatives or other initiatives, New Projects, restructurings or reorganizations

that the Issuer or any Restricted Subsidiary has determined to make or implement and/or has made or implemented during the applicable

Pro Forma Period or subsequent to such period and on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for purposes

of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments,

capital expenditures, constructions, repairs, replacements, improvements, equipment optimization programs, acquisitions, dispositions,

mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives,

New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting

therefrom) had occurred (or such operational or cost savings had been realized) on the first day of the applicable Pro Forma Period. If

since the beginning of such Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged, consolidated or

amalgamated with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, capital

expenditure, construction, repair, replacement, improvement, equipment optimization program, acquisition, disposition,

merger, consolidation, amalgamation, discontinued operation, operational

change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant

to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as

if such Investment, capital expenditure, construction, repair, replacement, improvement, equipment optimization program, acquisition,

disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative,

New Project, restructuring or reorganization had occurred at the beginning of the applicable Pro Forma Period. If since the beginning

of such Pro Forma Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated

a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period

as if such designation had occurred at the beginning of the applicable Pro Forma Period.

Notwithstanding anything to the contrary in this

definition, in the event that any assets or operations of the Issuer or any Restricted Subsidiary are classified as discontinued operations

in accordance with GAAP at any date prior to the disposition or discontinuance of such assets or operations (as determined by the Issuer

in good faith), then notwithstanding such classification the Issuer may elect to not give effect to such classification as discontinued

operations and may elect to continue to include such assets or operations as if they were not discontinued in accordance with GAAP until

such time that such assets or operations are actually disposed or discontinued (as determined by the Issuer in good faith).

For purposes of this definition, whenever pro

forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial

or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith

determination of the Issuer, to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably

expected to result from the applicable event (including, to the extent applicable, the Transactions), (2) all adjustments of the nature

used in connection with the calculation of “Covenant EBITDA” as set forth in footnote 1 to the “Summary Historical Consolidated

and Unaudited Pro Forma Condensed Combined Financial Information” under “Summary” in the Senior Secured Notes Offering

Memorandum to the extent such adjustments, without duplication, continue to be applicable to such Pro Forma Period and (3) anticipated

run-rate EBITDA reasonably expected to be achieved (in the good faith determination of the Issuer) from New Projects (and the achievement

of related operating expense reductions and other operating improvements, synergies or cost savings associated therewith) so long as such

New Project is then under development or is otherwise in process; provided that, other than adjustments of the nature used in connection

with the calculation of “Covenant EBITDA” as set forth in footnote 1 to the “Summary Historical Consolidated and Unaudited

Pro Forma Condensed Combined Financial Information” under “Summary” in the Senior Secured Notes Offering Memorandum

and other than other operating expense reductions and other operating improvements, synergies or cost savings resulting from the Beacon

Transactions or the Transactions, adjustments for operating expense reductions and other operating improvements, synergies or cost savings

(x) shall not exceed 30% of EBITDA for the applicable Pro Forma Period (calculated after giving effect to such capped adjustments and

all other uncapped pro forma adjustments) and (y) shall only be included to the extent that actions resulting in such operating expense

reductions and other operating improvements, synergies or cost savings are taken or commenced or expected to be taken or commenced (in the good faith determination of the Issuer)

within 24 months after the date any such calculation is performed.

If any Indebtedness bears a floating rate of interest

and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed

Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to

such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation

shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to

be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation

referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based

upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined

at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed

to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

For purposes of this definition, except as otherwise

provided in this Indenture, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange

rate for such currency for the most recent twelve-month period immediately prior to the date of determination in a manner consistent with

that used in calculating EBITDA for the applicable period.

“Fixed Charges” means, with

respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense (excluding amortization

or write-off of deferred financing costs, discounts or premiums) of such Person for such period, and (2) all cash dividend payments

(excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted

Subsidiaries.

“Foreign Subsidiary” means

a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state thereof or the District

of Columbia.

“FSHCO” means any Subsidiary

that owns no material assets other than the Equity Interests (or Equity Interests and Indebtedness) of one or more Foreign Subsidiaries

that are CFCs and/or of one or more FSHCOs.

“GAAP” means generally accepted

accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American

Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other

statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the

Issue Date; provided that, at the election of the Issuer, for financial reporting purposes, GAAP may mean GAAP as in effect from time

to time. At any time after the Issue Date, the Issuer may elect to (i) change all or any terms under GAAP to be GAAP in effect from time

to time and (ii) change all or any terms under GAAP to be GAAP in effect as of a certain date (which means if the Issuer makes an election

under clauses (i) or (ii) certain terms under GAAP could be under

GAAP in effect as of one date while other terms under GAAP could

be under GAAP in effect from time to time). For the purposes of this Indenture, the term “consolidated” with respect to any

Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the

interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

“Governmental Authority” means

any federal, national, provincial, territorial, state, municipal, local or foreign court or governmental or supranational (including the

European Union or the European Central Bank) agency, authority, instrumentality, regulatory or legislative body.

“guarantee” means a guarantee

(other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner

(including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness

or other obligations. The amount of any guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness

in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect

thereof as determined by such person in good faith.

“Hedging Obligations” means,

with respect to any Person, the obligations of such Person under:

(1) currency

exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange,

interest rate or commodity collar agreements; and

(2) other

agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“holder” or “noteholder”

means the Person in whose name a Note is registered on the Registrar’s books.

“Holdings” means Queen HoldCo,

LLC, a Delaware limited liability company.

“Immaterial Subsidiary” has

the meaning set forth in the definition of “Excluded Subsidiary.”

“Immediate Family Members”

means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent,

grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law

(including adoptive relationships), the estates of such individual and such other individuals above and any trust, partnership or other

bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund

that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incur” means issue, assume,

guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing

at the time such person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed

to be Incurred by such Person at the time it becomes a Subsidiary.

“Indebtedness” means, with

respect to any Person:

(1) the

principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by

bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement

agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property (except any such balance

that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business or consistent

with past practice or industry norm, (ii) any earn-out obligations and other Contingent Obligations until such obligation becomes

a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business

or consistent with past practice or industry norm), which purchase price is due more than twelve months after the date of placing the

property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or (e) representing

any Hedging Obligations, if and to the extent that any of the foregoing indebtedness would appear as a liability on a balance sheet (excluding

the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to

the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the

obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the

ordinary course of business or consistent with past practice or industry norm); and

(3) to

the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not

such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser

of: (a) the Fair Market Value (as determined in good faith by the Issuer) of such asset at such date of Incurrence, and (b) the

principal amount of such Indebtedness of such other Person;

provided, however, that, notwithstanding the foregoing,

Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business or consistent

with past practice or industry norm and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price

holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective

seller; (4) Obligations under or in respect of Permitted Securitization Financings or other sales or financings of receivables; (5) trade

and other ordinary course payables and intercompany liabilities arising in the ordinary course of business or consistent with past practice

or industry norm; (6) accrued expenses; (7) obligations under or in respect of the Merger Documents; (8) obligations in

respect of Third

Party Funds; (9) in the case of the Issuer and its Restricted

Subsidiaries (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of

terms) and made in the ordinary course of business or consistent with past practice or industry norm and (y) intercompany liabilities

in connection with cash management, tax and accounting operations of the Issuer and its Restricted Subsidiaries; (10) any obligations

under Hedging Obligations that are not Incurred for speculative purposes; (11) Indebtedness of any direct or indirect parent of the

Issuer appearing on the balance sheet of the Issuer solely by reason of push-down accounting under GAAP; (12) obligations in respect of

any residual value guarantees on equipment leases; (13) any take-or-pay or similar obligation to the extent such obligation is not shown

as a liability on the balance sheet of such Person in accordance with GAAP; and (14) asset retirement obligations and obligations in respect

of reclamation and workers’ compensation (including pensions, other post-retirement benefits and retiree medical care).

Notwithstanding anything in this Indenture to

the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Accounting Standards Codification

Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for

any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and

any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed

an Incurrence of Indebtedness under this Indenture.

“Indenture” means this Indenture

as amended or supplemented from time to time.

“Independent Financial Advisor”

means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the

good faith determination of the Issuer, qualified to perform the task for which it has been engaged.

“Interest Payment Date” has

the meaning set forth in Exhibit A-1 hereto, with respect to the 2031 Notes, and Exhibit A-2 hereto, with respect to

the 2034 Notes.

“Investment Grade Rating” means

a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P, or an equivalent rating

by any other Rating Agency.

“Investment Grade Securities”

means:

(1) securities

issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities

that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P, but excluding any

debt securities or loans or advances between and among the Issuer and its Subsidiaries;

(3) investments

in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial

amounts of cash pending investment and/or distribution; and

(4) corresponding

instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities

not exceeding two years from the date of acquisition.

“Investments” means, with respect

to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees of loans),

advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar

advances to officers, employees and consultants made in the ordinary course of business and any assets or securities received in satisfaction

or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit

loss and any prepayments and other credits to suppliers or customers made in the ordinary course of business), purchases or other acquisitions

for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by

GAAP to be classified on the balance sheet of such Person in the same manner as the other investments included in this definition to the

extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary”

and Section 4.04:

(1) “Investments”

shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value (as determined

in good faith by the Issuer) of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted

Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall

be deemed to continue to have an “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a) the

Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the

portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith

by the Issuer) of the net assets of such Subsidiary at the time of such redesignation; and

(2) any

property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by the

Issuer) at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

“Issue Date” means the date

on which the Initial Notes are originally issued.

“L/C Instrument” means any

letters of credit, letter of guarantee, bank guarantee, bankers’ acceptance, performance bond, surety bond, financial undertaking,

guarantee, warehouse receipt or other similar document or instrument.

“Lien” means, with respect

to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether

or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement

or any lease in the nature thereof); provided that in no event shall an operating lease or an agreement to sell be deemed to constitute

a Lien.

“Management Group” means the

group consisting of the directors, executive officers and other management personnel (and their respective Immediate Family Members) of

the Issuer or any direct or indirect parent of the Issuer, as the case may be, on the Escrow Release Date after giving effect to the Transactions

together with (1) any new directors (and their respective Immediate Family Members) whose election or whose nomination for election by

the equityholders of the Issuer or any direct or indirect parent of the Issuer, as applicable, was approved by a vote of a majority of

the directors of the Issuer or any direct or indirect parent of the Issuer, as applicable, then still in office who were either directors

on the Escrow Release Date after giving effect to the Transactions or whose election or nomination was previously so approved and (2)

executive officers and other management personnel (and their respective Immediate Family Members) of the Issuer or any direct or indirect

parent of the Issuer, as applicable, hired at a time when the directors on the Escrow Release Date after giving effect to the Transactions

together with the directors so approved in accordance with clause (1) constituted a majority of the directors of the Issuer or any direct

or indirect parent of the Issuer, as applicable.

“Market Capitalization” means,

as of any date of determination, an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the

Issuer (or any successor of the Issuer) or any direct or indirect parent of the Issuer on such date of determination multiplied by (ii) the

arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding such date

of determination.

“Merger Agreement” means the

Agreement and Plan of Merger, dated as of April 18, 2026, by and among, inter alios, QXO and TopBuild, as amended, restated, supplemented

or otherwise modified from time to time.

“Merger Documents” means the

Merger Agreement and any other agreements or instruments contemplated thereby, in each case, as amended, restated, supplemented or otherwise

modified from time to time.

“Moody’s” means Moody’s

Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Income” means, with respect

to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any

reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate

cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash

received in respect of or upon the sale or other disposition of any Designated Non-cash

Consideration received in any Asset Sale and any cash payments received

by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but

excluding the assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any

other non-cash form), net of the costs relating to such Asset Sale or the applicable asset and the sale or disposition of such Designated

Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, payments made in order to obtain

a necessary consent or required by applicable law, payments to employees and brokerage and sales commissions), and any relocation expenses

Incurred as a result thereof, taxes paid or payable (in the good faith determination of the Issuer) as a result thereof (including Tax

Distributions and after taking into account any available tax credits or deductions and tax sharing arrangements related solely to such

disposition), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other

than pursuant to Section 4.06(b)) to be paid as a result of such transaction, required payments of other obligations relating to

the applicable asset, any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any

liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition

thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental

matters or against any indemnification obligations associated with such transaction and payments made to holders of non-controlling interests

in non-Wholly Owned Subsidiaries as a result of such Asset Sale; provided, that (x) no net cash proceeds calculated in accordance

with the foregoing realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such net cash

proceeds shall exceed the greater of $288 million and 4.2% of Total Assets (and thereafter only net cash proceeds in excess of such amount

shall constitute Net Proceeds) and (y) no net cash proceeds calculated in accordance with the foregoing shall constitute Net Proceeds

in any fiscal year until the aggregate amount of all such net cash proceeds otherwise constituting Net Proceeds pursuant to the foregoing

clause (x) in such fiscal year shall exceed the greater of $624 million and 9% of Total Assets (and thereafter only net cash proceeds

in excess of such amount shall constitute Net Proceeds and any unused amounts under this clause (y) may be carried forward to subsequent

fiscal years).

Notwithstanding the foregoing or anything to the

contrary in Section 4.06, to the extent that the Issuer has determined in good faith that (i) repatriation to the United States or, in

the case of any Restricted Subsidiary, distribution to the Issuer of any or all of the Net Proceeds of any Asset Sales is prohibited,

restricted or delayed by applicable local law or any contractual obligation that is binding upon the applicable Restricted Subsidiary

or (ii) repatriation of any or all of the Net Proceeds of any Assets Sales by a Foreign Subsidiary could result in a material adverse

tax consequence to the Issuer, its parent or its Subsidiaries as determined in good faith by the Issuer, an amount equal to the portion

of such Net Proceeds so affected will not constitute Net Proceeds or be required to be applied in compliance with Section 4.06; provided

that, in any event, the Issuer shall use its commercially reasonable efforts to take actions within its reasonable control that are reasonably

required to eliminate such tax effects.

“New Parent” has the meaning

specified in the definition of “Change of Control.”

“New Project” means (x) each

plant, facility, branch, office, business unit, data center, warehouse, distribution center, website, application, platform or long term

contract

which is either a newly opened or newly acquired plant, facility,

branch, office, business unit, data center, warehouse, distribution center, website, application, platform or long term contract or an

expansion, relocation, remodeling, refurbishment, update, upgrade, modernization or amendment, as applicable, of an existing plant, facility,

branch, office, business unit, data center, warehouse, distribution center, website, application, platform or long term contract of the

Issuer or the Restricted Subsidiaries and (y) each creation (in one or a series of related transactions) of a business unit, product line,

division, segment or service, website, application, platform, software or product offering or each expansion (in one or a series of related

transactions and including any new geographical jurisdiction) of business into a new market or jurisdiction or consumer or user base or

through a new distribution method, platform, channel or supplier, in each case of clauses (x) and (y), which is under development or otherwise

in process.

“Notes Obligations” means Obligations

in respect of the Notes, this Indenture and the Subsidiary Guarantees.

“Obligations” means any principal,

interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to

letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness

(including interest, fees, expenses, indemnity claims and other monetary obligations accrued during the pendency of an insolvency proceeding,

whether or not constituting an allowed claim in such proceeding); provided that Obligations with respect to the Notes shall not

include fees or indemnifications in favor of third parties other than the Trustee.

“Offering Memorandum” means

the offering memorandum, dated June 3, 2026, relating to the issuance of the Initial Notes.

“Officer” means the chairman

of the board, chief executive officer, chief financial officer, chief legal officer, president, any executive vice president, senior vice

president or vice president, the treasurer, the secretary, any person serving the equivalent function of any of the foregoing of the Issuer

or any individual designated as an “Officer” for purposes of this Indenture by the Board of Directors of the Issuer or any

direct or indirect parent of the Issuer.

“Officer’s Certificate”

means a certificate signed on behalf of the Issuer by an Officer of the Issuer, which meets the requirements set forth in this Indenture.

“Opinion of Counsel” means

a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or any

Restricted Subsidiary.

“parent” means, as it relates

to the Issuer, any direct or indirect parent of the Issuer, including, for the avoidance of doubt, QXO and any subsidiary of QXO that

is a direct or indirect parent of the Issuer.

“Pari Passu Indebtedness” means:

(a) with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and (b) with

respect to any Subsidiary Guarantor, its Subsidiary Guarantee and any Indebtedness which ranks pari passu in right of payment to such

Subsidiary Guarantor’s Subsidiary Guarantee.

“PBA” means the Pension Benefits

Act (Ontario) and all regulations thereunder as amended from time to time and any successor legislation thereto.

“Permitted Holders” means,

at any time, each of (i) the Co-Investors, (ii) the Management Group, (iii) any Person that, directly or indirectly, holds or acquires

100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section

13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders, holds more

than 50% of the total voting power of the Voting Stock thereof, and any New Parent and its subsidiaries, (iv) any Person who is acting

solely as an underwriter in connection with a public or private offering of Equity Interests of the Issuer or any of its direct or indirect

parent companies, acting in such capacity, and (v) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange

Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i), (ii), (iii) and (iv)

above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a “Permitted

Holder Group”), so long as (1) no member of the Permitted Holder Group (other than Permitted Holders specified in clauses (i),

(ii), (iii) and (iv) above) has the right to elect a number of directors that is greater than such member’s proportional share of

directors (with such member’s proportional share of directors being determined based on the total number of directors on the applicable

board of directors multiplied by the percentage of Voting Stock held or acquired by such member) and (2) no Person or other “group”

(other than Permitted Holders specified in clauses (i), (ii), (iii) and (iv) above) beneficially owns more than 50% on a fully diluted

basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition of beneficial ownership constitutes

a Change of Control will thereafter, together with its Affiliates, constitute an additional Permitted Holder; provided that with

respect to a series of Notes, if a Change of Control Repurchase Event has occurred in connection with such Change of Control, a Change

of Control Offer is made for such series of Notes in accordance with the requirements of this Indenture.

“Permitted Investments” means:

(1) any

Investment in the Issuer or any Restricted Subsidiary;

(2) any

Investment in Cash Equivalents or Investment Grade Securities;

(3) any

Investment by the Issuer or any Restricted Subsidiary in a Person if as a result of such Investment (a) such Person becomes a Restricted

Subsidiary, including by means of a Delaware LLC Division, or (b) such Person, in one transaction or a series of related transactions,

is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated

into, the Issuer or a Restricted Subsidiary;

(4) any

Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant

to Section 4.06 or any other disposition of assets not constituting an Asset Sale;

(5) any

Investment existing on the Issue Date or the Escrow Release Date, made pursuant to binding commitments existing on the Issue Date or the

Escrow Release Date or in satisfaction of obligations under joint venture agreements existing on the Issue Date or the Escrow Release

Date or any Investment consisting of any extension, modification or renewal of any such Investment, binding commitment or obligation,

in each case, existing on the Issue Date or the Escrow Release Date; provided that the amount of any such Investment may be increased

(x) as required by the terms of such Investment, binding commitment or obligation, in each case, as in existence on the Issue Date

or the Escrow Release Date or (y) as otherwise permitted under this Indenture;

(6) loans

and advances to, or guarantees of Indebtedness of, officers, directors, employees or consultants of the Issuer or any of its Subsidiaries

(i) in the ordinary course of business or consistent with past practice or industry norm in an aggregate outstanding amount (valued in

good faith by the Issuer at the time of the making thereof, and without giving effect to any subsequent changes in value) not to exceed

the greater of $84 million and 1.2% of Total Assets, (ii) in respect of payroll payments and expenses in the ordinary course of business

or consistent with past practice or industry norm and (iii) in connection with such person’s purchase of Equity Interests of the

Issuer or any direct or indirect parent of the Issuer solely to the extent that the amount of such loans and advances shall be contributed

to the Issuer in cash as common equity;

(7) any

Investment acquired by the Issuer or any Restricted Subsidiary (a) consisting of extensions of credit in the nature of accounts receivable

or notes receivable arising from the grant of trade credit in the ordinary course of business or consistent with past practice or industry

norm, (b) in exchange for any other Investment or accounts receivable, or deposit held by the Issuer or such Restricted Subsidiary in

connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment, accounts

receivable or deposit (including any trade creditor or customer), (c) in satisfaction of judgments against other Persons or (d) as a result

of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect

to any secured Investment in default;

(8) Hedging

Obligations, Commercial Agreements and Supply Chain Financings permitted under Section 4.03(b)(x);

(9) any

Investment by the Issuer or any Restricted Subsidiary in or related to a Similar Business in an aggregate outstanding amount (valued in

good faith by the Issuer at the time of the making thereof, and without giving effect to subsequent changes in value), taken together

with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the sum of (x) the

greater of (i) $840 million and (ii) 12% of Total Assets plus (y) an amount equal to any returns (including dividends,

interest, distributions, returns of principal, profits on sale, repayments, repurchases, redemptions, income and

similar amounts) actually received in respect of any such Investment

(with the value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided,

however, that if any Investment pursuant to this clause (9) is made in any Person that is not the Issuer or a Restricted

Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date,

such Investment shall, at the election of the Issuer, thereafter be deemed to have been made pursuant to clause (1) above and shall

cease to have been made pursuant to this clause (9) for so long as such Person continues to be the Issuer or a Restricted Subsidiary;

(10) any

Investment by the Issuer or any Restricted Subsidiary in an aggregate outstanding amount (valued in good faith by the Issuer at the time

of the making thereof, and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant

to this clause (10) that are at that time outstanding, not to exceed the sum of (x) the greater of (i) $1,260 million and

(ii) 18% of Total Assets plus (y) an amount equal to any returns (including dividends, interest, distributions, returns

of principal, profits on sale, repayments, repurchases, redemptions, income and similar amounts) actually received in respect of any such

Investment (with the value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not the Issuer

or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary

after such date, such Investment shall, at the election of the Issuer, thereafter be deemed to have been made pursuant to clause (1)

above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be the Issuer or a Restricted

Subsidiary;

(11) (a)

loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses,

in each case Incurred in the ordinary course of business or consistent with past practice or industry norm or to fund such person’s

purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer and (b) advances, loans or extensions of trade

credit or prepayments to suppliers, loans or advances made to distributors or investments made in connection with obtaining, maintaining

or renewing client contracts in the ordinary course of business or consistent with past practice or industry norm by the Issuer or any

of its Restricted Subsidiaries;

(12) Investments

the payment for which consists of or is financed with the proceeds of the sale or issuance of Equity Interests of the Issuer (other than

Disqualified Stock) or any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests

will not increase the amount available for Restricted Payments under clause (3) of the definition of “Cumulative Credit;”

(13) any

transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 4.07(b)

(except transactions described in clauses (ii), (iv), (vi), (ix)(B) and (xvi) of Section 4.07(b));

(14) [reserved];

(15) guarantees

issued in accordance with Section 4.03 and Section 4.11 including, without limitation, any guarantee or other obligation issued

or incurred under any Credit Agreement in connection with any L/C Instrument issued for the account of the Issuer or any of its Subsidiaries

(including with respect to the issuance of, or payments in respect of drawings under, such letters of credit), performance guarantees

and Contingent Obligations and the creation of Liens on the assets of the Issuer or any Restricted Subsidiary in compliance with Section

4.12;

(16) Investments

consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract

rights or licenses or sublicenses, leases or contributions of intellectual property;

(17) Investments

consisting of Securitization Assets or arising as a result of, or in connection with, Permitted Securitization Financings, including Investments

of funds held in accounts permitted or required by the arrangements governing a Permitted Securitization Financing or receivables sales

or receivables financings or any related Indebtedness;

(18) Investments

consisting of Securitization Assets or arising as a result of Permitted Securitization Financings or a factoring, securitization, receivables

sale, receivables financings or similar arrangement;

(19) any

Investment in joint ventures (valued in good faith by the Issuer) not to exceed, at any one time in the aggregate outstanding under this

clause (19), the sum of (x) the greater of (i) $840 million and (ii) 12% of Total Assets plus (y) an amount equal to any returns (including

dividends, interest, distributions, returns of principal, profits on sale, repayments, repurchases, redemptions, income and similar amounts)

actually received in respect of any such Investment (with the value of each Investment being measured at the time such Investment is made

and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (19) is made

in any Person that is not the Issuer or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the

Issuer or a Restricted Subsidiary after such date, such Investment shall, at the election of the Issuer, thereafter be deemed to have

been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (19) for so long as such Person continues

to be the Issuer or a Restricted Subsidiary;

(20) Investments

of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with the Issuer

or a Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the Issue Date, to the extent that such

Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence or contractually

required on the date of such acquisition, merger, amalgamation or consolidation;

(21) Investments

in the ordinary course of business or consistent with past practice or industry norm consisting of Uniform Commercial Code Article 3

endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(22) advances

in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer

or its Restricted Subsidiaries;

(23) any

Investment in any Subsidiary of the Issuer or any joint venture in connection with intercompany cash management arrangements or related

activities arising in the ordinary course of business or consistent with past practice or industry norm, and guarantees thereof;

(24) guarantees

of Indebtedness under customer financing lines of credit in the ordinary course of business or consistent with past practice or industry

norm;

(25) Investments

made pursuant to any Merger Document or in connection with the Transactions;

(26) any

Investment so long as (i) either (x) immediately after giving effect to such Investment, the Total Indebtedness Leverage Ratio of the

Issuer is not greater than 3.80 to 1.00 on a pro forma basis or (y) the Total Indebtedness Leverage Ratio of the Issuer on a pro forma

basis after giving effect to such Investment and any related transactions would be no greater than the Total Indebtedness Leverage Ratio

of the Issuer immediately prior thereto or (ii) either (x) immediately after giving effect to such Investment, the Fixed Charge Coverage

Ratio of the Issuer is not less than 1.75 to 1.00 on a pro forma basis or (y) the Fixed Charge Coverage Ratio of the Issuer on a pro forma

basis after giving effect to such Investment and any related transactions would be no less than the Fixed Charge Coverage Ratio of the

Issuer immediately prior thereto;

(27) Investments

made in connection with obtaining, maintaining or renewing client and customer contracts in the ordinary course of business or consistent

with past practice or industry norm;

(28) Investments

in advances, deposits, guarantees, letters of credit, prepaid expenses, negotiable instruments held for collection and lease, utility

and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary

course of business or consistent with past practice or industry norm;

(29) any

Investment by any Captive Insurance Subsidiary (i) in connection with its provision of insurance to the Issuer or any of its Subsidiaries,

which Investment is made in the ordinary course of business or consistent with past practice or industry norm of such Captive Insurance

Subsidiary, or (ii) by reason of applicable law, rule, regulation or order, or that is required or approved by any regulatory authority

having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable;

(30) Investments

of assets relating to non-qualified deferred payment plans in the ordinary course of business or consistent with past practice or industry

norm; and

(31) Investments

made in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan in

an amount not to exceed the amount of compensation expense recognized by the Issuer and its Restricted Subsidiaries in connection with

such plans.

“Permitted Liens” means, with

respect to any Person:

(1) pledges

or deposits and other Liens granted by such Person under workmen’s compensation laws, health, disability or other employee benefits,

unemployment insurance, employers’ health tax and other social security laws or similar legislation, or good faith deposits in connection

with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure

public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds, performance

and return of money bonds, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred

in the ordinary course of business;

(2) Liens

imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,

construction or other like Liens securing obligations that are not overdue by more than 30 days or that are being contested in good faith

by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall

then be proceeding with an appeal or other proceedings for review;

(3) Liens

for taxes, assessments or other governmental charges (including any Lien imposed by any pension authority or similar Liens) not yet overdue

by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which the Issuer or any Subsidiary

shall have set aside on its books adequate reserves in accordance with GAAP;

(4) Liens

in favor of issuers of performance and surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory

requirements or L/C Instruments provided for, in each case, pursuant to the request of and for the account of such Person in the ordinary

course of its business or consistent with past practice or industry norm;

(5) minor

survey exceptions, minor encumbrances, ground leases, trackage rights, special assessments, easements or reservations of, or rights of

others for, licenses, rights-of-way, servitudes, sewers, towers, electric lines, telegraph and telephone and cable television lines and

other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in

the ordinary course of business or zoning or other restrictions (including minor defects and irregularities in title and similar encumbrances)

as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties

which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said

properties or materially impair their use in the operation of the business of such Person or consistent with past practice or industry

norm;

(6) (A) Liens on assets of a Subsidiary

that is not a Subsidiary Guarantor securing Indebtedness of a Subsidiary that is not a Subsidiary Guarantor permitted to be Incurred pursuant

to Section 4.03;

(B) Liens

securing Obligations in respect of:

(x) Indebtedness

Incurred pursuant to Section 4.03(b)(i); and

(y) any

Indebtedness permitted to be Incurred under this Indenture if, as of the date such Indebtedness was Incurred, and after giving pro

forma effect thereto and the application of the net proceeds therefrom, the Secured Leverage Ratio of the Issuer does not exceed 4.80

to 1.00 or the Secured Leverage Ratio of the Issuer would be no greater than immediately prior to such Incurrence;

securing Obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (iv), (xii), (xiii), (xiv) (to the extent

it guarantees any secured Indebtedness), (xv), (xvi), (xx), (xxvii) or (xxviii) of Section 4.03(b) (provided that (i) in the case of clause

(xvi), such Liens securing Indebtedness Incurred in reliance on clause (i) of the proviso to clause (xvi) shall only be permitted under

this clause (C) if, on a pro forma basis after giving effect to the Incurrence of such Indebtedness and Liens, the Secured Leverage Ratio

of the Issuer does not exceed 4.80 to 1.00 or the Secured Leverage Ratio of the Issuer would be no greater than immediately prior to such

Incurrence and (ii) in the case of clause (xx), such Lien does

not extend to the property or assets of any Subsidiary of the Issuer other than a Restricted Subsidiary that is not a Subsidiary Guarantor);

and

(D) Liens

securing the Notes Obligations;

(7) Liens

existing on the Issue Date or the Escrow Release Date (other than Liens in favor of the lenders under the Credit Agreement, the lenders

under the ABL Facility or the holders of the Senior Secured Notes, each in effect on the Issue Date or the Escrow Release Date);

(8) Liens

on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary of the Issuer; provided, however,

that such Liens (other than Liens to secure Indebtedness of the type Incurred pursuant to Section 4.03(b)(xvi)) are not created or

Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however,

that such Liens (other than Liens to secure Indebtedness of the type Incurred pursuant to Section 4.03(b)(xvi)) may not extend to any

other property owned by the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with

respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the

occurrence of such acquisition);

(9) Liens

on assets or property at the time the Issuer or a Restricted Subsidiary acquired the assets or property, including any acquisition by

means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however,

that such Liens (other than Liens to secure Indebtedness of the type Incurred pursuant to Section 4.03(b)(xvi)) are not created or

Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens

(other than Liens to secure Indebtedness of the type Incurred pursuant to Section 4.03(b)(xvi)) may not extend to any other property

owned by the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such

Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such

acquisition);

(10) Liens

securing Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary

permitted to be Incurred in accordance with Section 4.03;

(11) Liens

securing Hedging Obligations, Commercial Agreements, or cash management services and Supply Chain Financings not incurred in violation

of this Indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property

securing such Indebtedness (other than Hedging Obligations constituting Secured Bank Indebtedness);

(12) Liens

on inventory, equipment or other goods and proceeds of any Person securing such Person’s obligations in respect of letters of credit,

bank guarantees, warehouse receipts or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase,

shipment or storage of such inventory, equipment or other goods;

(13) leases

and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of the

Restricted Subsidiaries;

(14) Liens

arising from Uniform Commercial Code financing statement filings regarding operating leases or other obligations not constituting Indebtedness

or purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar public filings;

(15) Liens

in favor of the Issuer or any Subsidiary Guarantor;

(16) Liens

in respect of (i) Permitted Securitization Financings and (ii) receivables sales and financings, factorings or similar arrangements that

extend only to the assets subject thereto (and the related collection accounts, insurance policies and other assets customarily securing

such types of financings) and, in the case of Permitted Securitization Financings, Equity Interests of Special Purpose Securitization

Subsidiaries;

(17) pledges

and deposits or other security provided and other Liens made in the ordinary course of business to secure liability to insurance carriers

under insurance or self-insurance arrangements;

(18) Liens

on the Equity Interests of Unrestricted Subsidiaries;

(19) leases

or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course of

business or consistent with past practice or industry norm (including rights granted to lessees related to quiet enjoyment and purchase

rights at the end of such leasing arrangement);

(20) Liens

to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals

or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (11),

(15) and (25) of this definition; provided, however, that (x) such new Lien shall be limited to all or part of the

same property (including any after-acquired property to the extent it would have been subject to the original Lien) that secured the original

Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets

pursuant to the after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced,

refunded, extended, renewed or replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any

amount greater than the sum of (A) the outstanding principal

amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness described under clauses (6),

(7), (8), (9), (10), (11), (15) and (25) at the time the original Lien became a Permitted Lien under this Indenture, (B) an amount equal

to unpaid accrued interest and premiums (including tender premiums), and (C) an amount equal to any underwriting discounts,

defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or replacement; provided,

further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness

secured by a Lien referred to in clause (6)(B) or (6)(C), the principal amount of any Indebtedness Incurred for such refinancing,

refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) or (6)(C) and not this clause (20) for

purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B) or (6)(C);

(21) Liens

on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business or consistent with past practice or

industry norm;

(22) judgment

and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being

contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(23) (a)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods or equipment

entered into in the ordinary course of business or consistent with past practice or industry norm, (b) Liens solely on any cash earnest

money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement

in respect of any acquisition, Investment or New Project not prohibited by this Indenture and (c) Liens (i) on cash advances in favor

of (x) the seller of any property to be acquired in an Investment permitted under this Indenture to be applied against the purchase price

for such Investment or (y) the buyer of any property to be disposed of to secure obligations in respect of indemnification, termination

fee or similar seller obligations and (ii) consisting of an agreement to dispose of any property in a disposition, in each case, solely

to the extent such Investment or disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(24) Liens

incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

(25) Liens

securing obligations the outstanding principal amount of which does not, taken together with the principal amount of all other obligations

secured by Liens incurred under this clause (25) and any Liens to secure any refinancing, refunding, extension or renewal in respect

thereof incurred pursuant to clause (20) above, that are at that time outstanding, exceed the greater of $1,260 million and 18% of Total Assets (plus,

in the case of any refinancing, refunding, extension or renewal in respect thereof, the Additional Refinancing Amount);

(26) any

encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement

securing obligations of such joint venture or pursuant to any joint venture or similar agreement;

(27) (i)

any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Issuer

or any Restricted Subsidiary, under any indenture or other agreement issued in escrow pursuant to customary escrow arrangements pending

the release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance provisions, (ii) Liens on the Escrow

Account for the benefit of the holders of the Notes, the Escrow Agent or the Trustee and (iii) Liens on an escrow account for the benefit

of the lenders under the Credit Agreement, the related escrow agent or the administrative agent for the Credit Agreement;

(28) Liens

(i) arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights

and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching to commodity

trading accounts or other commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering reasonable

customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business

and not for speculative purposes;

(29) Liens

(i) in favor of credit card companies pursuant to agreements therewith and (ii) in favor of customers;

(30) Liens

registered on title to any mortgaged property and any replacement, extension or renewal of any such Lien; provided that such replacement,

extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement,

extension or renewal (unless such prior Lien provided for it to apply to additional real property upon acquisition by the Issuer or a

Subsidiary of such additional real property) and any accessions and additions thereto or proceeds and products thereof and related property

of the type that would have been subject to such Lien notwithstanding such replacement, extension or renewal; provided, further,

that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under this Indenture;

(31) Liens

that are contractual rights of set-off or rights of pledge (a) relating to the establishment of depository relations with banks not

given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Issuer or any of its

Restricted Subsidiaries to

permit satisfaction of overdraft or similar obligations incurred

in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (c) relating to purchase orders and other agreements

entered into with customers, suppliers or service providers of the Issuer or any Restricted Subsidiary in the ordinary course of business

or consistent with past practice or industry norm;

(32) in

the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold

interest) is subject;

(33) Liens

in respect of Third Party Funds;

(34) agreements

to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts receivable or other prices arising from inventory

or equipment consigned by the Issuer or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;

(35) Liens

on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof;

(36) Liens

securing insurance premium financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;

(37) Liens

(i) on inventory held by and granted to a local distribution company in the ordinary course of business and (ii) in accounts

purchased and collected by and granted to a local distribution company that has agreed to make payments to the Issuer or any of its Restricted

Subsidiaries for such amounts in the ordinary course of business;

(38) Liens

in respect of Indebtedness secured by mortgages on the corporate headquarters of the Issuer and its Subsidiaries;

(39) Liens,

deposits and security given to a public utility or any municipality or governmental authority when required by such utility or authority

in connection with the operations or business of the Issuer and its Restricted Subsidiaries in the ordinary course of business or consistent

with past practice or industry norm;

(40) deposits

with the owner or lessor of premises leased and operated by the Issuer or any of its Restricted Subsidiaries in the ordinary course of

business or consistent with past practice or industry norm of the Issuer and such Restricted Subsidiary to secure the performance of the

Issuer’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises;

(41) receipt

of progress payments and advances from customers in the ordinary course of business or consistent with past practice or industry norm to the extent the same creates a Lien on the related inventory

and proceeds thereof and Liens on property or assets under construction arising from progress or partial payments by a third party relating

to such property or assets;

(42) Liens

arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act or similar provision of

any environmental law;

(43) the

reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown under Canadian law and any

statutory exceptions to title under Canadian law;

(44) if

at any time the Notes are secured by any collateral, Liens secured by such collateral on a basis junior to the notes;

(45) [reserved];

(46) pledges

or deposits or other security provided to secure the utility obligations of the Issuer or any of its Restricted Subsidiaries incurred

in the ordinary course of business or consistent with past practice or industry norm;

(47) restrictions

by Governmental Authorities on the operations, business or assets of the Issuer or any Restricted Subsidiary that are customary in the

Issuer’s or such Restricted Subsidiary’s businesses;

(48) (i)

mortgages, liens, security interests, restrictions, encumbrances or any other matters that have been placed by Governmental Authority,

developer, landlord or other third party on property over which the Issuer or any Restricted Subsidiary has easement rights or on any

leased property and subordination or similar arrangements relating thereto and (ii) any condemnation or eminent domain proceedings affecting

any real property;

(49) Liens

in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods;

(50) Liens

arising under the PBA or other applicable pension standards legislation in Canada in respect of pension plan contribution amounts not

yet due; and

(51) the

rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its

Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual

or periodic payments as a condition to the continuance thereof.

“Permitted Securitization Documents”

means all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.

“Permitted Securitization Financing”

means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed

by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or

refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against

Securitization Assets and any Hedging Obligations or hedging agreements entered into in connection with such Securitization Assets; provided,

that recourse to the Issuer or any Restricted Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with

such transactions shall be limited to the extent customary (as determined by the Issuer in good faith) for similar transactions in the

applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute

transfer” opinion with respect to any transfer by the Issuer or any Restricted Subsidiary (other than a Special Purpose Securitization

Subsidiary)).

“Person” or “person”

means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated

organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any

Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“Pre-Opening Expenses” means,

with respect to any fiscal period, the amount of expenses (other than interest expense) incurred that are classified as “pre-opening

rent,” “opening costs,” “pre-launch expenses,” “pre-opening expenses” or “launch costs”

(or any similar or equivalent caption).

“Pro Forma EBITDA” means, with

respect to any Person, at any date, the EBITDA of such Person for the Pro Forma Period immediately preceding such date, subject to the

following adjustments. In the event that the Issuer or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness

subsequent to the commencement of the period for which Pro Forma EBITDA is being calculated but prior to the event for which the calculation

of Pro Forma EBITDA is made (the “Pro Forma EBITDA Calculation Date”), then Pro Forma EBITDA shall be calculated giving

pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption

of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable Pro Forma Period.

For purposes of making the computation referred

to above, Investments, capital expenditures, constructions, repairs, replacements, improvements, equipment optimization programs, acquisitions,

dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) and any operational

changes, business realignment projects or cost savings initiatives or other initiatives, New Projects, restructurings or reorganizations

that the Issuer or any Restricted Subsidiary has determined to make or implement and/or has made or implemented during the applicable

Pro Forma Period or subsequent to such period and on or prior to or simultaneously with the Pro Forma EBITDA Calculation Date (each, for

purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all

such Investments, capital expenditures, constructions, repairs, replacements, improvements, equipment optimization programs, acquisitions,

dispositions, mergers, amalgamations, consolidations, discontinued

operations and other operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations

(and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred (or such operational

or cost savings had been realized) on the first day of the applicable Pro Forma Period. If since the beginning of such Pro Forma Period

any Person that subsequently became a Restricted Subsidiary or was merged, consolidated or amalgamated with or into the Issuer or any

Restricted Subsidiary since the beginning of such period shall have made any Investment, capital expenditure, construction, repair, replacement,

improvement, equipment optimization program, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational

change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant

to this definition, then Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such Investment,

capital expenditure, construction, repair, replacement, improvement, equipment optimization program, acquisition, disposition, discontinued

operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, New Project, restructuring

or reorganization had occurred at the beginning of the applicable Pro Forma Period. If since the beginning of such Pro Forma Period any

Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then

Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the

beginning of the applicable Pro Forma Period.

Notwithstanding anything to the contrary in this

definition, in the event that any assets or operations of the Issuer or any Restricted Subsidiary are classified as discontinued operations

in accordance with GAAP at any date prior to the disposition or discontinuance of such assets or operations (as determined by the Issuer

in good faith), then notwithstanding such classification the Issuer may elect to not give effect to such classification as discontinued

operations and may elect to continue to include such assets or operations as if they were not discontinued in accordance with GAAP until

such time that such assets or operations are actually disposed or discontinued (as determined by the Issuer in good faith).

For purposes of this definition, whenever pro

forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible

financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable

good faith determination of the Issuer, to reflect (1) operating expense reductions and other operating improvements, synergies or

cost savings reasonably expected to result from the applicable event (including, to the extent applicable, the Transactions), (2) all

adjustments of the nature used in connection with the calculation of “Covenant EBITDA” as set forth in footnote 1 to the “Summary

Historical Consolidated and Unaudited Pro Forma Condensed Combined Financial Information” under “Summary” in the Senior

Secured Notes Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such Pro Forma Period

and (3) anticipated run-rate EBITDA reasonably expected to be achieved (in the good faith determination of the Issuer) from New Projects

(and the achievement of related operating expense reductions and other operating improvements, synergies or cost savings associated therewith)

so long as such New Project is then under development or is otherwise in process; provided that, other than adjustments of the

nature used in connection with the calculation of “Covenant EBITDA” as set forth in footnote 1

to the “Summary Historical Consolidated and Unaudited Pro

Forma Condensed Combined Financial Information” under “Summary” in the Senior Secured Notes Offering Memorandum and

other than other operating expense reductions and other operating improvements, synergies or cost savings resulting from the Beacon Transactions

or the Transactions, adjustments for operating expense reductions and other operating improvements, synergies or cost savings (x) shall

not exceed 30% of EBITDA for the applicable Pro Forma Period (calculated after giving effect to such capped adjustments and all other

uncapped pro forma adjustments) and (y) shall only be included to the extent that actions resulting in such operating expense reductions

and other operating improvements, synergies or cost savings are taken or commenced or expected to be taken or commenced (in the good faith

determination of the Issuer) within 24 months after the date any such calculation is performed.

If any Indebtedness bears a floating rate of interest

and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Pro

Forma EBITDA Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable

to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation

shall be deemed to accrue at an interest rate determined in good faith by the Issuer to be the rate of interest implicit in such Capitalized

Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under

a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness

during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a

prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually

chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Pro Forma Period” means the

most recently ended four full fiscal quarters for which financial statements have been delivered to the Trustee.

“Public Company Compliance”

means compliance by the Issuer or any parent with or in anticipation of, or preparation for (whether or not consummated), compliance with

the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of

the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to

companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal

and other professional fees, and listing fees.

“QXO” means QXO, Inc., a Delaware

corporation, together with its successors and assigns.

“Rating Agency” means (1) each

of Moody’s and S&P (and their respective successors and assigns) and (2) if Moody’s or S&P ceases to rate any

series of Notes for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization”

within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any direct or indirect parent of

the Issuer as a replacement agency for Moody’s or S&P, as the case may be.

“Rating Date” means the date

that is 60 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence of a Change of Control or the intention

by the Issuer to effect a Change of Control.

“Ratings Event” means, with

respect to a series of Notes, the occurrence of the events described in (a) or (b) of this definition on, or within 60 days after, the

earlier of (i) the occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by

the Issuer to effect a Change of Control (which period shall be extended so long as the rating of the applicable series of Notes is under

publicly announced consideration for a possible downgrade by any Rating Agency):

(a) if the applicable series of Notes

is rated by one or both Rating Agencies on the Rating Date with an Investment Grade Rating, the rating of the Notes of such series shall

be reduced so that the Notes of such series are rated below an Investment Grade Rating by both Rating Agencies; or

(b) if the applicable series of Notes

is rated below an Investment Grade Rating by both Rating Agencies on the Rating Date, the rating of the Notes of such series shall be

reduced by either Rating Agency;

provided, however, that a rating event otherwise arising

by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus

will not be deemed a Ratings Event) if the Rating Agency making the reduction in rating to which this definition would otherwise apply

does not announce or publicly confirm or inform the Issuer that the reduction was the result, in whole or in part, of any event or circumstance

comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control

has occurred at the time of the Ratings Event).

“Receivables Assets” means

accounts receivable (including any bills of exchange), accounts, payment intangibles and other rights to payment and related assets and

property from time to time originated, acquired or otherwise owned by the Issuer or any Subsidiary.

“Record Date” has the meaning

specified in Exhibit A-1 hereto, with respect to the 2031 Notes, and Exhibit A-2 hereto, with respect to the 2034 Notes.

“Related Party” means, with

respect to any Person, (1) any spouse, descendant or immediate family member of such Person, (2) any estate, trust, corporation, partnership

or other entity, the beneficiaries, stockholders, partners or owners of which consist solely of such Person and/or such other Persons

referred to in the immediately preceding clause (1), or (3) any executor, administrator, trustee, manager, director or other similar fiduciary

of such Person referred to in the immediately preceding clause (2), acting solely in such capacity.

“Restricted Cash” means cash

and Cash Equivalents held by Restricted Subsidiaries that would appear as “restricted” on a consolidated balance sheet of

the Issuer or any of its Restricted Subsidiaries in accordance with GAAP.

“Restricted Investment” means

an Investment other than a Permitted Investment.

“Restricted Subsidiary” means,

with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated

in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.

“S&P” means S&P Global

Ratings or any successor to the rating agency business thereof.

“Sale/Leaseback Transaction”

means an arrangement relating to property owned on the Issue Date or thereafter acquired by the Issuer or a Restricted Subsidiary whereby

the Issuer or such Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from

such Person, other than leases between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries.

“SEC” means the Securities

and Exchange Commission.

“Secured Bank Indebtedness”

means any Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred pursuant to clause (6) of the definition

of “Permitted Liens,” as designated by the Issuer to be included in this definition.

“Secured Indebtedness” means

any Consolidated Total Indebtedness secured by a Lien.

“Secured Leverage Ratio” means,

with respect to any Person, at any date of determination, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries

as of such date of determination (determined on a consolidated basis in accordance with GAAP) less (x) the amount of cash and Cash Equivalents

in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by

such Person and its Restricted Subsidiaries as of such date of determination, (y) an amount equal to the aggregate principal amount of

Excluded Revolving Loans as of such date of determination and (z) an amount equal to Excluded Transaction Debt to (ii) EBITDA of such

Person for the Pro Forma Period immediately preceding such date of determination. In the event that the Issuer or any Restricted Subsidiary

Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Leverage Ratio

is being calculated but prior to the event for which the calculation of the Secured Leverage Ratio is made (the “Secured Leverage

Calculation Date”), then the Secured Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment,

repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the

same had occurred at the beginning of the applicable Pro Forma Period.

For purposes of making the computation referred

to above, Investments, capital expenditures, constructions, repairs, replacements, improvements, equipment optimization programs, acquisitions,

dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) and any operational

changes, business realignment projects or cost savings initiatives or other initiatives, New Projects, restructurings or reorganizations

that the Issuer or any Restricted Subsidiary has determined to make or implement and/or has made or implemented during the applicable

Pro Forma Period or

subsequent to such period and on or prior to or simultaneously with

the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on

a pro forma basis assuming that all such Investments, capital expenditures, constructions, repairs, replacements, improvements, equipment

optimization programs, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational

changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated

fixed charge obligations and the change in EBITDA resulting therefrom) had occurred (or such operational or cost savings had been realized)

on the first day of the applicable Pro Forma Period. If since the beginning of such Pro Forma Period any Person that subsequently became

a Restricted Subsidiary or was merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary since the beginning

of such period shall have made any Investment, capital expenditure, construction, repair, replacement, improvement, equipment optimization

program, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment

project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then

the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, capital expenditure,

construction, repair, replacement, improvement, equipment optimization program, acquisition, disposition, discontinued operation, merger,

amalgamation, consolidation, operational change, business realignment project or initiative, New Project, restructuring or reorganization

had occurred at the beginning of the applicable Pro Forma Period. If since the beginning of such Pro Forma Period any Restricted Subsidiary

is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Secured Leverage

Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the

applicable Pro Forma Period.

Notwithstanding anything to the contrary in this

definition, in the event that any assets or operations of the Issuer or any Restricted Subsidiary are classified as discontinued operations

in accordance with GAAP at any date prior to the disposition or discontinuance of such assets or operations (as determined by the Issuer

in good faith), then notwithstanding such classification the Issuer may elect to not give effect to such classification as discontinued

operations and may elect to continue to include such assets or operations as if they were not discontinued in accordance with GAAP until

such time that such assets or operations are actually disposed or discontinued (as determined by the Issuer in good faith).

For purposes of this definition, whenever pro

forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial

or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith

determination of the Issuer, to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably

expected to result from the applicable event (including, to the extent applicable, the Transactions), (2) all adjustments of the nature

used in connection with the calculation of “Covenant EBITDA” as set forth in footnote 1 to the “Summary Historical Consolidated

and Unaudited Pro Forma Condensed Combined Financial Information” under “Summary” in the Senior Secured Notes Offering

Memorandum to the extent such adjustments, without duplication, continue to be applicable to such Pro Forma Period and (3) anticipated

run-rate EBITDA reasonably expected to be achieved (in the good faith determination of the Issuer) from

New Projects (and the achievement of related operating expense reductions

and other operating improvements, synergies or cost savings associated therewith) so long as such New Project is then under development

or is otherwise in process; provided that, other than adjustments of the nature used in connection with the calculation of “Covenant

EBITDA” as set forth in footnote 1 to the “Summary Historical Consolidated and Unaudited Pro Forma Condensed Combined Financial

Information” under “Summary” in the Senior Secured Notes Offering Memorandum and other than other operating expense

reductions and other operating improvements, synergies or cost savings resulting from the Beacon Transactions or the Transactions, adjustments

for operating expense reductions and other operating improvements, synergies or cost savings (x) shall not exceed 30% of EBITDA for the

applicable Pro Forma Period (calculated after giving effect to such capped adjustments and all other uncapped pro forma adjustments) and

(y) shall only be included to the extent that actions resulting in such operating expense reductions and other operating improvements,

synergies or cost savings are taken or commenced or expected to be taken or commenced (in the good faith determination of the Issuer)

within 24 months after the date any such calculation is performed.

If any Indebtedness bears a floating rate of interest

and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Secured Leverage

Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness

if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to

accrue at an interest rate determined in good faith by the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation

in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit

facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable

period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate,

a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then

based upon such optional rate chosen as the Issuer may designate.

For purposes of this definition, except as otherwise

provided in the indenture, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange

rate for such currency for the most recent twelve-month period immediately prior to the date of determination in a manner consistent with

that used in calculating EBITDA for the applicable period.

“Securities Act” means the

Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means

any of the following assets (or interests therein) from time to time originated, acquired or otherwise owned by the Issuer or any Restricted

Subsidiary or in which the Issuer or any Restricted Subsidiary has any rights or interests, in each case, without regard to where such

assets or interests are located: (1) Receivables Assets, (2) franchise fee payments and other revenues related to franchise

agreements, (3) royalty and other similar payments made related to the use of trade names and other intellectual property, business

support, training and other services, (4) revenues related to distribution and merchandising of the products of the Issuer and the

Restricted Subsidiaries, (5) rents, real estate

taxes and other non-royalty amounts due from franchisees, (6) intellectual

property rights relating to the generation of any of the foregoing types of assets, (7) parcels of or interests in real property,

together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and equipment, incidental

to the ownership, lease or operation thereof, (8) any Equity Interests of any Special Purpose Securitization Subsidiary or any Subsidiary

of a Special Purpose Securitization Subsidiary and any rights under any limited liability company agreement, trust agreement, shareholders

agreement, organization or formation documents or other agreement entered into in furtherance of the organization of such entity, (9) any

inventory and any equipment, contractual rights, website domains and associated property and rights necessary for a Special Purpose Securitization

Subsidiary to operate in accordance with its stated purposes, (10) any rights and obligations associated with gift card or similar programs

and (11) any other assets and property (or proceeds of such assets or property) to the extent capable of being included in securitization

transactions of the relevant type in the applicable jurisdictions (as determined by the Issuer in good faith).

“Senior Secured Leverage Ratio”

means, with respect to any Person, at any date of determination, the ratio of (i) Secured Indebtedness of such Person and its Restricted

Subsidiaries constituting First-Priority Obligations as of such date of determination (determined on a consolidated basis in accordance

with GAAP) less (x) the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet

of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination,

(y) an amount equal to the aggregate principal amount of Excluded Revolving Loans as of such date of determination and (z) an amount equal

to Excluded Transaction Debt to (ii) EBITDA of such Person for the Pro Forma Period immediately preceding such date of determination.

In the event that the Issuer or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement

of the period for which the Senior Secured Leverage Ratio is being calculated but prior to the event for which the calculation of the

Senior Secured Leverage Ratio is made (the “Senior Secured Leverage Calculation Date”), then the Senior Secured Leverage Ratio

shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance,

repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable Pro Forma

Period.

For purposes of making the computation referred

to above, Investments, capital expenditures, constructions, repairs, replacements, improvements, equipment optimization programs, acquisitions,

dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) and any operational

changes, business realignment projects or cost savings initiatives or other initiatives, New Projects, restructurings or reorganizations

that the Issuer or any Restricted Subsidiary has determined to make or implement and/or has made or implemented during the applicable

Pro Forma Period or subsequent to such period and on or prior to or simultaneously with the Senior Secured Leverage Calculation Date (each,

for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that

all such Investments, capital expenditures, constructions, repairs, replacements, improvements, equipment optimization programs, acquisitions,

dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects

or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change

EBITDA resulting therefrom) had occurred (or such operational or

cost savings had been realized) on the first day of the applicable Pro Forma Period. If since the beginning of such Pro Forma Period any

Person that subsequently became a Restricted Subsidiary or was merged, consolidated or amalgamated with or into the Issuer or any Restricted

Subsidiary since the beginning of such period shall have made any Investment, capital expenditure, construction, repair, replacement,

improvement, equipment optimization program, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational

change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant

to this definition, then the Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period

as if such Investment, capital expenditure, construction, repair, replacement, improvement, equipment optimization program, acquisition,

disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative,

New Project, restructuring or reorganization had occurred at the beginning of the applicable Pro Forma Period. If since the beginning

of such Pro Forma Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated

a Restricted Subsidiary, then the Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period