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根據Ferguson Enterprises Inc. 2023全權股權激勵計劃的條款和條件，隨時修改（以下簡稱“401(k)計劃的僱主貢獻”），特此授予特許企業（Ferguson Enterprises Inc.）,一家特拉華州公司（及其依法繼任者）（以下簡稱“公司”），以下所列個人（“您”或“公司參與者）股票限制單位（“RSUs支付”)下文所述。此RSU獎勵（“獎勵”)受本處所述條款和條件以及附表中的非僱員董事限制股單位協議約束。附錄 A (「本登記聲明」) 由特立軟件股份有限公司，一家德拉華州股份公司 (以下簡稱爲「本公司」) 提交，目的是爲了註冊其額外的7,184,563股A類普通股，每股面值$0.0001 (以下簡稱爲「A類普通股」), 以及在特立軟件股份有限公司 2022年股權激勵計劃下可發行股份的1,436,911股A類普通股，注(下文簡稱爲「A類普通股」)。協議”）和計劃中的內容，均視爲一體。本文件中出現但未定義的大寫字母術語應按計劃中規定的含義解釋。


獎項類型：			受限股票單位，根據計劃第七條授予，根據以下規定的時間限制條件而獲得。
參與者：
所有授予的股票單位結算完成的日期。如果您的服務提前終止（如單位協議所述），該限制性股票單位則提前到期。
解禁日期：
受限股票單位總數：
歸屬進度：			根據第3.3節和頁面。6 根據協議、計劃和本文件中規定的其他條款和條件，在授予之日起至認股期限屆滿期間您持續服務於公司，RSU的100%將在認股期限屆滿日全數解鎖（該期間稱爲“解禁期限”).

通過您在下方簽字表示您同意受計劃、協議和本《非僱員董事受限股票單位授予通知書》（以下簡稱“本期權授予通知”）的條款和條件約束。您確認已閱讀完整了解協議、計劃和本授予通知書的所有條款，並在簽署本授予通知書前有機會尋求法律顧問的意見。您同意接受委員會就協議、計劃或本授予通知書涉及的任何問題或裁定做出的所有決定或解釋，均爲具有約束力、決定性和最終性。本授予通知書可以以一份或多份副本（包括便攜式文檔格式（.pdf）副本以及通過公司或其代理商進行電子交付的副本）進行簽署，每份副本應被視爲原件，但所有副本共同構成一份協議。

1. 獎勵鑑於參與者過去和/或持續爲公司提供的服務，以及出於其他良好而有價值的考慮，特此確認接受並承認的有效日期設定爲授予通知書中載明的授予日期（“授予日期”），公司特此按照授予通知書中載明的數量向參與者授予限制性股票單位，並根據本獎勵協議和計劃中載明的條款和條件授予，該計劃已作爲本獎勵協議的一部分並引以爲依。若計劃和本獎勵協議之間存在任何不一致，應以計劃條款爲準。在授予的部分獲得成熟之前，每個限制性股票單位代表獲得一股股票的權利，但須遵守本獎勵協議和計劃中載明的條款和條件。在限制性股票單位按照授予通知書中載明的方式獲得成熟之前，參與者將無權獲得任何股票或有關限制性股票單位支付的其他款項。在解決本獎勵之前，限制性股票單位和本獎勵代表公司的一項未擔保債務，只能通過公司的一般資產償付。

根據第5節公司應將現金分紅派息相應金額根據記錄日期持有普通股份數量計算的現金分紅派息，計入公司爲受益人維護的帳戶，該帳戶是參與者持有的與尚未結算或取消的RSU部分相關的普通股份的記錄日期，該金額應以現金或股份支付，且僅在根據本協議規定交付給參與者的RSU基礎股份達到一定程度時支付，或者在更晚時，即支付該現金股息給公司股東的日期。普通股的股息或資產股息應根據每個授予給參與者的RSU代表的股息帳戶以及與參與者相關的RSU代表的普通股的股息或資產股息；但是，這種股息或資產股息應以（i）普通股的股份，（ii）在拆股的情況下，拆分出公司的實體的股份，或（iii）現金或其他資產支付，視情況而定，且在根據本協議規定交付與參與者的RSU基礎股份的同時進行支付。該帳戶旨在構成一個「未融資」帳戶，根據本協議規定，除非本協議另有規定，否則參與者對於任何RSU涵蓋的股份沒有股東的權利，直到參與者成爲該股份的記錄持有人爲止。 (a)委員會負責管理本《2023年計劃》，並可以將其職責和權力全部或部分委託給任何子委員會。委員會可以制定本《2023年計劃》的規則和條例。委員會應按其所確定的時間和地點召開會議。委員會成員中的多數人構成法定人數。以及任何根據或依照本協議所採取的行動不應被解釋爲創建任何形式的信託。除本文另有規定外，參與者對於任何RSU涵蓋的股份除非參與者已成爲該股份的記錄持有人，否則不得作爲股東享有任何權利。 (a)委員會負責管理本《2023年計劃》，並可以將其職責和權力全部或部分委託給任何子委員會。委員會可以制定本《2023年計劃》的規則和條例。委員會應按其所確定的時間和地點召開會議。委員會成員中的多數人構成法定人數。以及任何根據或依照本協議所採取的行動不應被解釋爲創建任何形式的信託。除本文另有規定外，參與者對於任何RSU涵蓋的股份除非參與者已成爲該股份的記錄持有人，否則不得作爲股東享有任何權利。

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