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根据Ferguson Enterprises Inc. 2023全权股权激励计划的条款和条件，随时修改（以下简称“401(k)计划的雇主贡献”），特此授予特许企业（Ferguson Enterprises Inc.）,一家特拉华州公司（及其依法继任者）（以下简称“公司”），以下所列个人（“您”或“公司参与者）股票限制单位（“RSUs支付”)下文所述。此RSU奖励（“奖励”)受本处所述条款和条件以及附表中的非雇员董事限制股单位协议约束。附录 A (“本登记声明”) 由特立软件股份有限公司，一家德拉华州股份公司 (以下简称为“本公司”) 提交，目的是为了注册其额外的7,184,563股A类普通股，每股面值$0.0001 (以下简称为“A类普通股”), 以及在特立软件股份有限公司 2022年股权激励计划下可发行股份的1,436,911股A类普通股，注(下文简称为“A类普通股”)。协议”）和计划中的内容，均视为一体。本文件中出现但未定义的大写字母术语应按计划中规定的含义解释。


奖项类型：			受限股票单位，根据计划第七条授予，根据以下规定的时间限制条件而获得。
参与者：
所有授予的股票单位结算完成的日期。如果您的服务提前终止（如单位协议所述），该限制性股票单位则提前到期。
解禁日期：
受限股票单位总数：
归属进度：			根据第3.3节和页面。6 根据协议、计划和本文件中规定的其他条款和条件，在授予之日起至认股期限届满期间您持续服务于公司，RSU的100%将在认股期限届满日全数解锁（该期间称为“解禁期限”).

通过您在下方签字表示您同意受计划、协议和本《非雇员董事受限股票单位授予通知书》（以下简称“本期权授予通知”）的条款和条件约束。您确认已阅读完整了解协议、计划和本授予通知书的所有条款，并在签署本授予通知书前有机会寻求法律顾问的意见。您同意接受委员会就协议、计划或本授予通知书涉及的任何问题或裁定做出的所有决定或解释，均为具有约束力、决定性和最终性。本授予通知书可以以一份或多份副本（包括便携式文档格式（.pdf）副本以及通过公司或其代理商进行电子交付的副本）进行签署，每份副本应被视为原件，但所有副本共同构成一份协议。

1. 奖励鉴于参与者过去和/或持续为公司提供的服务，以及出于其他良好而有价值的考虑，特此确认接受并承认的有效日期设定为授予通知书中载明的授予日期（“授予日期”），公司特此按照授予通知书中载明的数量向参与者授予限制性股票单位，并根据本奖励协议和计划中载明的条款和条件授予，该计划已作为本奖励协议的一部分并引以为依。若计划和本奖励协议之间存在任何不一致，应以计划条款为准。在授予的部分获得成熟之前，每个限制性股票单位代表获得一股股票的权利，但须遵守本奖励协议和计划中载明的条款和条件。在限制性股票单位按照授予通知书中载明的方式获得成熟之前，参与者将无权获得任何股票或有关限制性股票单位支付的其他款项。在解决本奖励之前，限制性股票单位和本奖励代表公司的一项未担保债务，只能通过公司的一般资产偿付。

根据第5节公司应将现金分红派息相应金额根据记录日期持有普通股份数量计算的现金分红派息，计入公司为受益人维护的账户，该账户是参与者持有的与尚未结算或取消的RSU部分相关的普通股份的记录日期，该金额应以现金或股份支付，且仅在根据本协议规定交付给参与者的RSU基础股份达到一定程度时支付，或者在更晚时，即支付该现金股息给公司股东的日期。普通股的股息或资产股息应根据每个授予给参与者的RSU代表的股息账户以及与参与者相关的RSU代表的普通股的股息或资产股息；但是，这种股息或资产股息应以（i）普通股的股份，（ii）在拆股的情况下，拆分出公司的实体的股份，或（iii）现金或其他资产支付，视情况而定，且在根据本协议规定交付与参与者的RSU基础股份的同时进行支付。该账户旨在构成一个“未融资”账户，根据本协议规定，除非本协议另有规定，否则参与者对于任何RSU涵盖的股份没有股东的权利，直到参与者成为该股份的记录持有人为止。 (a)委员会负责管理本《2023年计划》，并可以将其职责和权力全部或部分委托给任何子委员会。委员会可以制定本《2023年计划》的规则和条例。委员会应按其所确定的时间和地点召开会议。委员会成员中的多数人构成法定人数。以及任何根据或依照本协议所采取的行动不应被解释为创建任何形式的信托。除本文另有规定外，参与者对于任何RSU涵盖的股份除非参与者已成为该股份的记录持有人，否则不得作为股东享有任何权利。 (a)委员会负责管理本《2023年计划》，并可以将其职责和权力全部或部分委托给任何子委员会。委员会可以制定本《2023年计划》的规则和条例。委员会应按其所确定的时间和地点召开会议。委员会成员中的多数人构成法定人数。以及任何根据或依照本协议所采取的行动不应被解释为创建任何形式的信托。除本文另有规定外，参与者对于任何RSU涵盖的股份除非参与者已成为该股份的记录持有人，否则不得作为股东享有任何权利。

5. Settlement of RSUs. As soon as administratively practicable following the vesting of RSUs pursuant to Section 2 or Section 3, but in no event later than thirty (30) days after such vesting date, the Company shall deliver to the Participant a number of Shares equal to the number of RSUs subject to this Award. All Shares issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of Shares shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Award Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

6. Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company regarding the payment of, any income tax, social insurance contribution or other applicable taxes that are required to be withheld in respect of this Award, which arrangements include the delivery of cash or cash equivalents, Shares (including previously owned Shares (which is not subject to any pledge or other security interest), net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Shares, the maximum number of Shares that may be so withheld (or surrendered) shall be the number of Shares that have an aggregate Fair Market Value on the date prior to withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction of a Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash to the

Participant. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or its Affiliates, or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. [Notwithstanding the foregoing, the Participant acknowledges and agrees that to the extent consistent with applicable law and the Participant’s status as an independent contractor for U.S. federal income tax purposes, the Company does not intend to withhold any amounts as federal, state or local and/or foreign income tax, social insurance contribution or other applicable taxes that are required to be withheld in respect of this Award under any applicable laws.]1

7. Non-Transferability. During the lifetime of the Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

8. Compliance with Applicable Law. Notwithstanding any provision of this Award Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

9. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares and such Shares have been delivered to the Participant (including through electronic delivery to a brokerage account). No adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Award Agreement. Except as otherwise provided herein, after the Participant has become the holder of record, Participant will have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares.

11. No Right to Continued Service or Awards. Nothing in the adoption of the Plan, nor the award of the RSUs thereunder pursuant to this Award Agreement, shall confer upon the Participant the right to a continued service relationship with the Company or any other entity, or affect in any way the right of the Company or any other entity to terminate such service relationship at any time. The grant of the RSUs is a one-time benefit that was made at the sole discretion of the Company and does not create any contractual or other right to receive a grant of restricted stock units or other Awards or any payment or benefits in the future. Any future Awards will be granted at the sole discretion of the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.

13. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company or its agent’s electronic mail system or by reference to a location on a Company or its agent’s intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

15. Entire Award Agreement; Amendment. This Award Agreement, which includes, for the avoidance of doubt, the Grant Notice attached hereto, together with the Plan, constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Award Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Award Agreement, any such amendment that materially and

16. Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Award Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Award Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Award Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

17. Company Recoupment of Awards. The Participant’s rights with respect to this Award shall in all events be subject to (a) all rights that the Company may have under any Company recoupment policy or any other agreement or arrangement with the Participant, including, without limitation, the Company’s Executive Compensation Clawback Policy (including Appendices A and B thereof) effective August 1, 2024, as amended from time to time, and (b) all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law.

19. Successors and Assigns. The Company may assign any of its rights under this Award Agreement without the Participant’s consent. This Award Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Award Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.

20. Headings; References; Interpretation. Headings are for convenience only and are not deemed to be part of this Award Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Award Agreement, shall refer to this Award Agreement as a whole, including the Grant Notice, and not to any particular provision of this Award Agreement. All references herein to Sections and the Grant Notice shall, unless the context requires a different construction, be deemed to be references to the Sections and Grant Notice of this Award Agreement. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. Whenever the context may require, any

pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. Neither this Award Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Award Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

21. Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to an electronic mail system by the Company or its agent, or on a location on a Company or its agent’s intranet to which the Participant has access, shall be effective as delivery of a manually executed counterpart of the Grant Notice.

22. [Section 409A. The Plan, this Award Agreement and Awards are intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed, and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary, or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan or this Award Agreement that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with or be exempt from Section 409A of the Code and, to the extent such provision cannot be amended to comply therewith or be exempt therefrom, such provision shall be null and void. Notwithstanding any contrary provision in the Plan or this Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan or this Award Agreement to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in this Award Agreement) upon expiration of such delay period. Notwithstanding the foregoing, the Company makes no representations that the RSUs provided under this Award Agreement are exempt from or compliant with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.]2